CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Amendment No. 8 to confidential draft submission

As submitted confidentially to the Securities and Exchange Commission on February 2, 2024.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Solera Global Corp.

(Exact name of registrant as specified in its charter)

Delaware	7370	87-2288643
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1500 Solana Blvd., Building #6, Suite 6300

Westlake, TX 76262

Telephone: (817) 961-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darko Dejanovic

Chief Executive Officer

1500 Solana Blvd., Building #6, Suite 6300

Westlake, TX 76262

Telephone: (817) 961-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Robert M. Hayward, P.C. Robert E. Goedert, P.C. Craig J. Garvey Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60654 (312) 862-2000 Michael Kaplan Marcel R. Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED    , 2024

    Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Solera Global Corp., par value $0.0001 per share. Solera Global Corp. is offering      shares of its Class A common stock to be sold in the offering.

Prior to this offering, there has been no public market for the Class A common stock of Solera Global Corp. It is currently estimated that the initial public offering price per share will be between $     and $    . Solera Global Corp. intends to list its Class A common stock on      under the symbol “    ”.

Solera Global Corp. has two authorized classes of common stock: Class A and Class V (together, the “common stock”). Holders of the Class A common stock and Class V common stock are each entitled to one vote per share. All holders of Class A common stock and Class V common stock will vote together as a single class except as otherwise required by applicable law or our certificate of incorporation. Holders of Class V common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of Solera Global Corp. This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C approach provides the existing owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests for shares of Class A common stock of Solera Global Corp. Certain holders of LLC Units (as defined below) will receive shares of Class V common stock of Solera Global Corp. on a one-to-one basis with the number of Class A Units (as defined below) held by such holders, for nominal consideration.

Solera Global Corp. will use the net proceeds from this offering to acquire additional units (“Holding LLC Units”) in Solera Global Holding, LLC (“Holding LLC”). The purchase price for the Holding LLC Units will be equal to the initial public offering price of the shares of Class A common stock less the underwriting discounts and commissions referred to below. Holding LLC in turn intends to use the net proceeds to acquire newly-issued Class A Units in Omnitracs Topco, LLC (“Topco LLC”) at a purchase price per Class A Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. Topco LLC in turn intends to apply the net proceeds as set forth in “Use of Proceeds.” Upon completion of this offering, Solera Global Corp. will own      Holding LLC Units representing a 100% economic interest in Holding LLC, and Holding LLC will own, directly or indirectly,      Class A Units in Topco LLC, representing a      % economic interest in Topco LLC and will be the sole managing member of Topco LLC and will exclusively operate and control all of its business and affairs. Through its ownership of Holding LLC, Solera Global Corp. will exclusively operate and control all of the business and affairs of Topco LLC. The existing owners of Topco LLC will hold the remaining      units of Topco LLC (consisting of Class A Units and Class B Units (as defined below), which are collectively referred to as “LLC Units”) representing a     % economic interest in Topco LLC, and a number of shares of Class V common stock equal to the number of Class A Units held by the existing owners. LLC Units are, from time to time, exchangeable for shares of our Class A common stock or, at our election, in the case of the Class A Units for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock for cancellation to effectuate such an exchange. Solera Global Corp. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole asset will be interests in Holding LLC, and Holding LLC’s sole asset will be direct and indirect interests in Topco LLC. Immediately following this offering, the holders of Class A common stock will collectively own 100% of the economic interests in Solera Global Corp. and have     % of the voting power of Solera Global Corp. The other owners of Topco LLC, through ownership of our Class V common stock, will have the remaining     % of the voting power of Solera Global Corp.

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Investing in our Class  A common stock involves risks. See “Risk Factors” beginning on page 33 to read about factors you should consider before investing in shares of our Class A common stock.

Immediately after this offering and after giving effect to this offering and assuming an offering size set forth above, certain affiliates of Vista (as defined herein) will beneficially own approximately     % of the voting power of our common stock. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of     . See “Management—Controlled Company Status” and “Principal Shareholders.”

PRICE $     A SHARE

	Per Share		Total
Initial public offering price	$		$
Underwriting discounts and commissions(1)	$		$
Proceeds, before expenses, to Solera Global Corp.	$		$

(1) We have also agreed to reimburse the underwriters for certain FINRA-related expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

We have granted the underwriters an option to purchase up to an additional      shares of Class A common stock from us at the initial public offering price less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about     , 2024 through the book-entry facilities of the Depositary Trust Company.

Goldman Sachs & Co. LLC

Prospectus dated     , 2024.

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

SCLERA Mission: Asset intelligence t accelerates busines providing answers inst Mission: Mission: Asset intelligence that accelerates business by providing answers instantly.

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Global data intelligence and technology leader in vehicle lifecycle managementWe provide indispensable data intelligence and technology solutions through four lines of businessVehicle claimsInsurance claims management and supporting ecosystem for assessors, repairers and insurersVehicle repairVehicle diagnostic and repair solutions, including parts management and e-commerceVehicle solutionsCustomer acquisition and retention, dealer management, valuation and e-titlingFleet solutionsTotal cost management for fleet assets, driver safety and fleet tracking

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

$85B+ Total addressable market(1) Data + Ai = Acceleration 1M+ Transactions daily(2) 5+ Petabytes of data(2) ~300K Global customers(2) 13B+ Miles monitored annually(2) 100+ Countries(2) (1) As of December 31, 2021 (2) As of September 30, 2022

Our customer partnerships deliver sustainable resultsTRUSTED PARTNER SUPERIORTECHNOLOGYIMPACTDELIVEREDCOMPREHENSIVESOLUTION "AXA and Solera represent a harmonious, global partnership managed al the C-suite and each operating entity. We work across Europe, Latin America, and Asia. In each market, the Solera solutions and innovations have delivered efficiencies and excellent customer experiences. Solera is a partner in claims today and we see great opportunities in the future."- Chief Claims Officer, AXA"30 years ago, insurance companies and repair shops used paper to create estimates. The first company in the Netherlands to automate the process was Solera. Solera connected all the actors across the automotive supply chain from First Notification of Loss (FNOL) through settlement - connecting everything together across the complex ecosystem." CEO, Schadenet "Whenever we invest in the business, we make sure that our teams are immediately able to see the benefits. We want the teams to know we have their back in case collisions happen With nuclear verdicts and an increase of vehicles on the road, we needed something that helps us see our driver's scores, coach them end quickly see results. Solera really has been a great partner to help our drivers safely do what they do best - drive."-CEO, MC CarriersI am confident that Solera and Youi will continue collaborating on our next gen of innovations with 2 key elements; improve our customer experience and optimize the claim process to deliver material cost savings whilst meeting our compliance and regulatory obligations."-GM, Youi Insurance "With Solera as a partner, we are improving our customer experience and saving money, The roll-out of the Estimatics and BMS solutions through our networks represents no less than 100% of savings per case between direct cost reduction and human time saved." CEO, Schadenet "As one of the largest automotive aftermarket services networks in the world, we need a partner that can match our ambitions with scales and technical expertise. As a loader in its category, Solera has proven to be the perfect partner for our global ambitions. They give us the leverage we need to continue our globaI expansion in Europe, Latin America, Australia and beyond."- CEO, Fix Network World "Autopoint software is a "no brainer" for our dealerships to generate profit but more importantly the customer experience is key. The software provides professional estimates that ear easily accessible by our customers to gather the information. The technicians, parts team and advisors find the process compliments our DMS."- Exe. Dir. Parks Auto Group "Solera is without any doubts one of our long-term trusted strategic partners. We have collaborated for now 6 years in order to standardize the automotive repair ecosystem, to integrate last technologies coming on the market to improve repairer's business and customer satisfaction"- President, GIE Five Star

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Table of Contents

	Page
LETTER FROM OUR CEO		1
PROSPECTUS SUMMARY		3
RISK FACTORS		33
FORWARD-LOOKING STATEMENTS		81
USE OF PROCEEDS		84
DIVIDEND POLICY		87
CAPITALIZATION		88
DILUTION		90
UNAUDITED PRO FORMA FINANCIAL INFORMATION		92
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		101
BUSINESS		144
ORGANIZATIONAL STRUCTURE		168
MANAGEMENT		181
EXECUTIVE COMPENSATION		188
DIRECTOR COMPENSATION		207
PRINCIPAL SHAREHOLDERS		208
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		210
DESCRIPTION OF CERTAIN INDEBTEDNESS		214
DESCRIPTION OF CAPITAL STOCK		217
SHARES ELIGIBLE FOR FUTURE SALE		225
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		228
UNDERWRITING		232
LEGAL MATTERS		237
EXPERTS		237
WHERE YOU CAN FIND MORE INFORMATION		237
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (“SEC”). We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions and under circumstances where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States of America (“U.S.”), neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the U.S. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the U.S.

Through and including     ,    (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

i

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

BASIS OF PRESENTATION

In connection with the consummation of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions and this offering, which we refer to collectively as the “Organizational Transactions.” See “Organizational Structure” for a description of the Organizational Transactions and a diagram depicting our anticipated structure after giving effect to the Organizational Transactions, including this offering.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the Company” and “Solera” and similar references refer to Solera Global Corp., including Holding LLC and Topco LLC and its consolidated subsidiaries. The term “Vista” refers to Vista Equity Partners, our principal shareholder, the terms “Topco LLC” and “Omnitracs” refer to Omnitracs Topco, LLC, and the term “Holding LLC” refers to Solera Global Holding, LLC.

Solera Global Corp. was formed as a Delaware corporation on August 20, 2021 and had no assets or operations prior to December 27, 2021. We are a holding company and the sole managing member of Holding LLC and, upon consummation of the Organizational Transactions including this offering and the application of net proceeds therefrom, our sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC. For more information regarding our reorganization and holding company structure, see “Organizational Structure—Organizational Transactions.” Solera Global Corp. will have no interest in any operations other than those of Holding LLC and Topco LLC and its consolidated subsidiaries. As a result of the merger of Solera Global Holding Corp., the former parent entity of Topco LLC and the predecessor of the Company, with and into a subsidiary of Solera Global Corp. on December 27, 2021, Solera Global Corp. became the parent entity of Holding LLC. The financial information presented in this prospectus, including the historical financial statements of Solera Global Holding Corp. and its consolidated subsidiaries, reflect these internal transactions with Solera Global Corp. on December 27, 2021. As required under U.S. GAAP, the financial statements of Solera Global Corp. reflect the retrospective consolidation of Solera Global Holding Corp. to give effect to the reorganization under common control that occurred effective December 27, 2021. Solera Global Corp. will continue to be the reporting entity following this offering.

The financial results of Omnitracs are reflected in the consolidated financial statements of Solera Global Corp. from the date of the acquisition of Omnitracs on June 4, 2021 (the “Omnitracs Acquisition”). Our consolidated financial statements and other financial information for our 2022 fiscal year included in this prospectus reflect the financial results of Omnitracs for the portion of the fiscal period following the consummation of the acquisition on June 4, 2021, and our condensed and consolidated financial statements and other financial information for all subsequent periods included in this prospectus reflect the financial results of Omnitracs for the entire period. Accordingly, the condensed and consolidated financial statements of Solera Global Corp. for the period prior to the Omnitracs Acquisition may not be comparable to those of the period after the Omnitracs Acquisition. The financial results of Ousland Holdings, Inc. (“DealerSocket”) are included in the financial statements for all periods presented herein of Solera Global Corp. on the basis that the two entities were subject to common control by an affiliate of Vista. For more information regarding Omnitracs for the period preceding its acquisition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Our Acquisitions”.

The unaudited pro forma financial data of Solera Global Corp. presented in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Solera Global Corp. and its consolidated subsidiaries. These pro forma adjustments give effect to the Organizational Transactions as described in “Organizational Structure,” including the consummation of this offering and other related transactions, as if all such transactions had occurred on March 31, 2023 for the unaudited pro forma condensed and consolidated balance sheet and April 1, 2022 for the unaudited pro forma condensed and consolidated statement of loss for our 2023 fiscal year. See “Unaudited Pro Forma Financial Information” for a

ii

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

complete description of the adjustments and assumptions underlying the unaudited pro forma financial data included in this prospectus.

Our fiscal year ends March 31. References in this prospectus to a fiscal year relate to our fiscal year ended on March 31 of that calendar year. For example, our “2023 fiscal year” refers to our fiscal year ended on March 31, 2023.

OUR SEGMENTS

We currently have four reportable segments, Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. For more information on our segments and results by segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

Certain information in the text of this prospectus is contained in independent industry publications. The sources of these independent industry publications are provided below:

• Frost & Sullivan, “Total Addressable Market Sizing Assessment for the Vehicle Lifecycle Management Software Market.” November 4, 2021.

We have not had this information verified by any independent sources. The independent industry publications used in this prospectus were not prepared on our behalf. While we are not aware of any misstatements regarding any information presented in this prospectus, forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors, including those described under the headings “Forward-Looking Statements” and “Risk Factors.”

TRADEMARKS, SERVICE MARKS AND TRADENAMES

This prospectus includes our trademarks, service marks and trade names, such as “Solera” and “Audatex,” which are the property of the Company or its subsidiaries. This prospectus also contains trademarks, service marks and trade names of other companies which are the property of their respective owners. We do not intend our use or display of the trademarks, service marks or trade names of other parties to imply a relationship with, or endorsement or sponsorship of or by, these other parties. Other trade names, trademarks and service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^SM or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

iii

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

LETTER FROM OUR CEO

The Solera Journey

Solera’s transformation of the vehicle lifecycle began over 50 years ago with data-driven software solutions that dramatically improved the collision insurance claims process. From our early days in Germany, we are now a global company with our software solutions utilized by customers in over 120 countries. Our artificial intelligence (“AI”) powered software solutions and data assets are transforming vehicle lifecycle management for insurers, vehicle repairers, manufacturers, auto dealers, and fleet operators. From the assembly line to the salvage yard, Solera’s solutions play a key role for our customers across the vehicle ecosystem, and we are continuing to broaden our impact across the vehicle lifecycle.

We at Solera are revolutionizing the global automobile and commercial transportation industries through cutting edge AI and machine learning (“ML”) technologies. While these industries have continued to grow in size and complexity, their technology remains largely disconnected from other participants in the ecosystem. Our expertise and value proposition are to distill vast amounts of data and develop AI-led SaaS solutions that connect the ecosystem to accelerate value for customers.

We believe no other company in the world has the portfolio or solution sets that our software and data assets provide. For example, we have repair and estimating software solutions that cover more than 99 percent of the global vehicles in operation in developed markets. We track over 25 billion miles per year, and we have access to 1.4 billion vehicles in our global database.

This data is the foundation of our business model that includes four platforms supporting the personal and commercial motor vehicle markets:

1. Vehicle Claims – Serving insurance customers globally, including all of the top 20 global primary property and casualty insurance carriers;

2. Vehicle Repair – Serving over 130,000 repair shops and 330,000 vehicle technicians;

3. Vehicle Solutions – Providing integrated management systems and marketing solutions to over 25,000 dealership locations, including nine of the top ten dealership groups in the U.S.; and

4. Fleet Solutions – Providing a one-stop-shop for safety and performance solutions, serving the fleets of five of the ten largest consumer goods companies.

Solera’s unique combination of data assets and technology expertise, such as data science, ML, and AI, power these platforms. Our teams create business-critical SaaS solutions, including touchless claims processing, vehicle diagnostics, parts servicing, dealership inventory, and commercial fleet management. These software solutions improve our customers’ businesses by simplifying processes, increasing sales, maximizing productivity, reducing costs, and improving the experience for vehicle owners and operators.

The success of these solutions has fueled Solera’s growth and product innovation. We now serve approximately 280,000 customers on six continents. I am proud that we have earned the loyalty of our top 50 largest customers by revenue, who we have serviced on average for more than 15 years, and that 90 percent of our total revenue for our 2023 fiscal year was recurring.

Best of all, our long-term customer relationships help our data sets grow more useful over time. As we collect and analyze data, we gain deeper insights that help us deliver better solutions and accelerate new product development. It is a continuous cycle that allows us to solve the issues our customers face today while anticipating and proactively addressing the challenges they are likely to face tomorrow.

1

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Poised for Growth with a Strong Financial Foundation

With differentiated solutions, technologies, and customers, we believe we are ideally positioned for continued expansion in the estimated $85 billion total addressable market.

We also maintain substantial operating leverage, a solid balance sheet, and significant free cash flow. This financial foundation maximizes our flexibility to pursue organic growth opportunities generated by increasing demand for technologies that improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. It also allows us to proactively pursue accretive mergers and acquisitions.

The Right Culture and Team

The exceptionally talented and experienced team we have assembled drives Solera’s success. This group of diverse leaders shares my passion for innovation, product leadership, and operational excellence. Together, we have transformed Solera into an enterprise focused on elevating our customers, delivering value, and driving long-term growth.

Solera is built on a culture that is relentless about data-driven solutions, constant innovation, and customer success. Our values say it best: We are passionate, intellectually curious, honest, and are constantly learning and improving ourselves—creating a culture designed to break barriers and provide options for our people to unlock their potential, achieve their best, and exceed our customers’ expectations.

As the personal and commercial motor vehicle industries grow and evolve, we believe Solera will lead the evolution of vehicle lifecycle management. With a large and growing market and a business built on decades of vehicle, fleet, and driver data, Solera is in an excellent position to capitalize on our capabilities to drive exceptional value for our customers, employees, and investors.

We are excited about our future and invite you to join us on this amazing ride.

Darko Dejanovic

Chief Executive Officer

2

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under “Risk Factors,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See “Forward-Looking Statements.” Unless otherwise stated, this prospectus assumes no exercise of the underwriters’ option to purchase additional shares. References in this prospectus summary to the “Company,” “Solera,” “we,” “us” and “our” refer to Solera Global Corp. and its consolidated subsidiaries.

Our Mission

Revolutionizing the vehicle lifecycle ecosystem through AI-powered data and software.

Overview

We are the leading global provider of SaaS solutions to the vehicle lifecycle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through decades of solving mission-critical business challenges facing our approximately 280,000 customers that operate in more than 120 countries across six continents. We believe we are the premier platform in automotive vertical software. Our AI-powered software, proprietary datasets, and powerful innovation engine deliver intelligent solutions to our clients. We provide solutions through four comprehensive SaaS platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions. Our platforms help automate business-critical workflows related to claims processing, vehicle diagnostics and parts management, dealer management, and commercial fleet management.

The automotive industry, dating back over 150 years, is as large and complex as ever. Stakeholders in the ecosystem – including property and casualty (“P&C”) insurers, repair facilities, original equipment manufacturers (“OEMs”), parts suppliers, dealerships, and fleet operators – face meaningful and persistent challenges that increasingly make it difficult to operate efficiently and profitably. These businesses historically relied on multiple disparate point solutions that were internally developed or provided by various vendors. The complexity and inefficiency of managing these systems while conducting day-to-day operations can adversely impact the profitability of our customers and result in a worse end user experience. As vehicles become more complex and digitized, the cost of repairs continues to rise and repair shops continue to be short of qualified technicians. Stakeholders desire simpler, more focused, and integrated end-to-end solutions.

Our central position within the vehicle ecosystem enables us to continuously evolve our software offering to address inefficiencies in the market. We have leveraged our expertise and significant resources to build integrated platform solutions that provide intelligence and support for our customers across the entire vehicle lifecycle. This includes everything from purchase to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation to resale. Our solutions streamline and digitize mission-critical processes, which we believe can help improve business outcomes, increase sales, and enhance the user experience for our customers’ clients and end users. This differentiation also helps us capture a greater share of economic value and grow our business around the world.

3

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Customers across the vehicle ecosystem choose Solera to maximize data intelligence and productivity, to enhance end user experience and to realize financial efficiencies. For example, P&C insurers use our software to estimate vehicle damage, repair costs, and salvage value as well as to enable the processing of claims more accurately and efficiently. Dealerships use our platform for e-Titling, fixed operations, and our dealer management solutions to manage inventory, improve end user experience, optimize customer acquisition, and increase sales more efficiently. Repair facilities use our solutions to rapidly diagnose and repair mechanical problems, enabling meaningful improvements in capacity utilization and customer retention, which in turn can help improve profitability. Fleet operators leverage our products to access real-time data to track vehicles, improve driver safety, optimize routes for more efficient delivery and to maintain compliance.

Our AI, proprietary data, and analytics capabilities underpin all that we do for our customers. Our long operating history, large customer base and comprehensive platforms enable us to generate a vast amount of industry data to feed and refine our innovation engine and create what we believe is a substantial competitive moat for our business. We combine our technology capabilities with our deep understanding of the vehicle ecosystem to develop proprietary integrated platforms. These platforms enable us to deliver end-to-end solutions tailored to address the key challenges faced by P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. Our comprehensive solution comprises four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions.

• Vehicle Claims. AI-enabled claims management and processing solutions for automating traditionally manual workflows in P&C insurance claims, including vehicle identification, damage capture, repair estimation, and valuation.

• Vehicle Repair. A suite of digital applications providing OEM technical and diagnostic data, parts information, and experience-based repair solutions, combined with an advanced shop management system.

• Vehicle Solutions. Software and services to manage vehicle dealership operations, including acquiring, retaining and marketing to customers, managing inventory and service operations, and reselling used vehicles and parts.

• Fleet Solutions. A comprehensive suite of video safety and driver monitoring solutions, telematics and IoT solutions, routing and navigation tools, and transportation intelligence for drivers and fleet managers in the U.S.

Our business model is designed to encourage deep integration of our business critical software into our customers’ internal systems and is characterized by highly recurring and visible revenues. For our 2023 fiscal year, 90% of our total revenues were recurring. We believe our business model creates powerful network effects whereby growth in our customer base increases the scale and quality of our data sets, which in turn improves the quality of our innovation and analytics, fueling our ability to address our customers’ needs. Over our five decade history, we have built a data moat that enables us to provide the most effective and broadest set of solutions to our customers. Our business model is explicitly designed to integrate with the full range of customers operating in various points of a vehicle’s lifecycle.

Our strong customer relationships are a key driver of our success. We believe these relationships are a result of our ability to develop innovative solutions that incorporate our deep domain expertise into products that serve mission-critical functions in our customers’ day-to-day operations. We have deep, long standing relationships with leading industry players. As of November 2023, we had approximately 280,000 customers in more than 120 countries across six continents, including leading P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. This includes the top 20 global primary property and casualty insurance carriers served by our Vehicle Claims platform, over 130,000 repair shops served by our Vehicle Repair platform, 9 of the top 10 U.S. dealership groups served by our Vehicle Solutions platform, and 5 of the 10 largest consumer

4

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

goods companies served by our Fleet Solutions platform. Our average tenure with our top 50 largest customers by revenue is more than 15 years, with our long-standing partners having been with us for over 20 years.

Our success in building our customer base globally and expanding relationships with our existing customers has allowed us to achieve significant scale and operating profits. In our 2024 fiscal year, we generated revenue of $    billion, operating income of $    million, operating cash flow of $    million, a net loss of $    million, Adjusted EBITDA of $    million and Free Cash Flow of $    million. In our 2023 fiscal year, we generated revenue of $2.4 billion, operating income of $357.7 million, operating cash flow of $160.3 million, a net loss of $380.6 million, Adjusted EBITDA of $932.2 million and Free Cash Flow of $25.3 million. In our 2022 fiscal year, we generated revenue of $2.2 billion, operating income of $226.9 million, operating cash flow of $208.2 million, a net loss of $277.8 million, Adjusted EBITDA of $951.5 million and Free Cash Flow of $94.7 million. For additional information regarding our segment revenues and non-GAAP financial measures, including a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items to the most closely comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures.”

Industry Background

The vehicle ecosystem is large, complex, and critical to the global economy. According to the Alliance for Automotive Innovation, this industry drives more than $1 trillion into the U.S. economy each year, representing 4.9% of GDP. We define the vehicle ecosystem as stakeholders that touch the vehicle during its lifecycle. This includes various businesses such as OEMs, dealerships, P&C insurers, mechanical repair facilities, parts suppliers, collision repair shops, and fleet operators. These businesses face complicated challenges that make it difficult to operate efficiently. We believe the industry needs more comprehensive solutions to digitize workflows and optimize business outcomes.

Challenges faced by industry players include:

Growing demand for vehicle maintenance due to the increasing age of vehicles in operation, rising frequency of auto accidents and increasing complexity of automobiles. In May 2023, S&P Global reported that the average age of vehicles in operation increased to 12.5 years and estimated that the vehicles in the six-to fourteen-year-old range will grow by 10 million units by 2028. Vehicles older than six years will account for 74% of the vehicles in operation by 2028. Higher interest rates have led to higher financing costs for new vehicles, making it more likely that consumers extend the life of their existing vehicles. Additionally, distracted driving and accidents have resulted in higher levels of property damage, medical costs, collision-related legal expenses and repairs. The growing complexity of vehicles and in-car technology is contributing to an increase in distracted driving incidents. Vehicles are more challenging to build, assess, and repair due to new technologies, such as advanced driver assistance systems and autonomous driving, as well as electrification and high-tech sensors.

Heightened demand for efficiency and safety in the transportation and distribution industries. With the continued rapid growth of e-commerce, fleet managers are under pressure to minimize shipping costs and reduce delivery times, while adhering to the International Fuel Tax Agreement and Federal Motor Carrier Safety Administration (“FMCSA”) regulations, and prioritizing driver safety. Our integrated fleet management and video safety solutions help fleet managers meet these legislative and operational mandates by mitigating risky driving behavior through real-time monitoring, route optimization and compliance-related reporting automation.

Lack of digitization to date across the vehicle ecosystem. Lagging digitization has led to time consuming processes and fragmented solutions. This has created significant demand for a comprehensive set of digital solutions to manage customer journeys more effectively. As consumers increasingly expect seamless

5

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

experiences, and insurers, dealerships, repair shops and fleet operators expect focused management tools, there exists a compelling opportunity for the industry to accelerate digital transformation and connect previously disparate solutions.

Technological changes are expediting the automation of the vehicle ecosystem and creating opportunities for Solera to provide prescient solutions for industry players, such as:

Widespread and rapid adoption of digital tools. The adoption of digital tools has increased significantly across the vehicle ecosystem in recent years. According to J.D. Power, 84% of automotive insurance customers who filed claims have used digital tools at some point during their claims process, and customer satisfaction is highest among companies that use digital tools. Digitalizing insurance claims processing can result in significant cost savings, improved repair cycle time, and increased agility for insurers. The cost of digitized claims processing software and services generally represents a small portion of automobile insurance companies’ claims costs.

Proliferation of mobile devices and advancements in mobile technology. The widespread use of mobile devices, coupled with continuous advancements in mobile technology, has been a critical driver of industry innovation to date. Continual improvement in device capabilities, including higher megapixel cameras and increased computing power, has enabled the fundamental technology and self-service model that we offer to customers today.

Advancements in AI. AI has become more accurate, while advancements in edge and cloud computing capabilities have made AI faster and more scalable. Meanwhile, cameras and other sensor technology have experienced rapid innovation, facilitating higher quality data capture at a lower cost. Today’s AI can quickly interpret and process large quantities of images and sensor data and use that information to automate workflows. For example, claims consumers historically have gone through intensive processes in response to auto accidents, whereas today consumers can automate much of the claims process through their mobile device.

Development of cloud-native applications. The development of cloud-native applications has made software more scalable, empowering businesses that deploy cloud-native applications to dynamically adjust resources in response to demand without incurring substantial fixed costs. Cloud-native applications allow new solutions to be readily deployed, tested, and scaled according to the evolving needs of businesses and consumers, while facing fewer constraints associated with traditional infrastructure.

Given our role at the center of this ecosystem, we believe we are uniquely positioned to take advantage of these trends. Disparate point solutions do not have the scale, breadth and depth of data to build a compelling end-to-end platform to meet customer needs and expectations in our rapidly evolving industry.

Our Global Market Opportunity

We provide end-to-end SaaS solutions to the vehicle ecosystem. Together, our end markets represent a large, underpenetrated total addressable market estimated at $85 billion as of 2021. This reflects the total addressable market of each of our platforms, including Vehicle Claims of $10 billion, Vehicle Repair of $1 billion, Vehicle Solutions of $20 billion, and Fleet Solutions of $54 billion, according to Frost & Sullivan, 2021.

Our Differentiated Approach

Our approach to expanding our market leadership and driving further adoption of our platform is underpinned by the following guiding principles:

• AI-Enabled Solutions. Our technology platform and data are at the core of everything we do. Our solutions use the latest in AI-and cloud-based technologies to improve accuracy of outcomes, increase

6

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

automation, and reduce friction. Using advanced data engineering and robotic process automation, we have built AI-enabled technologies to collect data across hundreds of sources and transform the data into reusable assets. We use these data assets to create cutting edge innovations and solutions and also to develop advanced predictive analytics.

• Automotive Industry Data Leadership. We have accumulated and developed proprietary data over the past five decades creating what we believe is a leading independent market benchmark for vehicle lifecycle and fleet management solutions around the world. Our position at the center of the vehicle ecosystem provides us with a distinct perspective given our data assets. We have unique visibility across the multitude of touchpoints that occur during the lifecycle of a vehicle, which enables us to provide more intelligent insights. Our solutions have created and utilize over five petabytes of vehicle and fleet data. Our data set includes: tens of millions of vehicle identification validations; repair and estimation data covering 96% and 99% of total vehicles in operation in North America and the European Union, respectively; data from over 250 million repair claims; over 50 million monitored routes; and over 25 billion recorded driver miles annually.

• Global Scale. We operate one of the largest and most comprehensive vertical software platforms through our presence in more than 120 countries globally. Our global scale offers many advantages, including optimization of cost across production, delivery and distribution. We serve a variety of customers across sizes with varying price elasticity, as well as geographic markets, including emerging markets, with lower technology penetration.

• End-to-End Solutions. Our comprehensive SaaS platforms consist of leading solutions that are designed to meet the full range of our customers’ needs. Our platforms digitize mission-critical end-to-end workflows, and have the potential to provide enduring competitive advantages and create greater value for our customers. Our platforms are designed to seamlessly integrate with other solutions and parties within the vehicle ecosystem, enabling fluent transaction processes.

7

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our Comprehensive SaaS Platforms

The Solera SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. Our solutions are deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes providing up-to-date information from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, valuation, to resale.

Our technology and our data sets underpin all of our platforms. We leverage advanced AI, computer vision, and data science across these platforms to improve the accuracy of outcomes, automate workflows, and enable data-driven decision-making. Our long operating history, large diverse customer base and end-to-end platforms enable us to generate a vast amount of industry data to feed our analytics engine and continually increase the value of our platforms. Select examples of our deep and broad data set include, but are not limited to:

• With 40 years of general data experience collected, our database covers over 99% of total registered vehicles in developed markets, as of October 2023. Since 2000, we have accumulated data on nearly 1.4 billion vehicles globally, positioning us as the go-to provider of comprehensive data for insurance carriers;

• With 25 years of technical repair data experience collected, we have amassed comprehensive technical repair information covering over 130,000 repair shops, and we have processed over 350 million online repair claims globally and over 40 million manufacturer vehicle identification validations annually, positioning us as the trusted source of information for repair shops and parts suppliers;

• With 20 years of vehicle solutions data experience collected, we cover driver violation reporting on over 86 million drivers and we facilitate over 212 million communications between vehicle owners and dealerships annually; and

• With over 10 years of automotive fleet data collected, we monitor over 50 million fleet routes on an annual basis and over 25 billion driver miles with customizable trackers and sensors.

8

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our AI-Powered Solutions

Vehicle Claims

Our Vehicle Claims platform provides fully automated, touchless claims management for the entire vehicle claims management process in the P&C insurance marketplace. Additionally, we also offer solutions for efficient processing of property claims. Our software enables our customers to automate claims processing and helps them lower administrative expenses, reduce repair costs, and improve policy holders’ experience.

Key functions of the vehicle claims platform include capturing first notice of loss, leveraging AI to capture accident-related damage, exchanging claims-related information, creating quick and accurate estimates using our proprietary AI-enabled technology, assessing repair requirements, scheduling repairs, automating vehicle parts orders, and enabling settlement and salvage disposition through a secure electronic auction network. This auction network conducted over one million transactions in 2023 and is a leading platform in Europe for the resale of damaged and used vehicles.

For property claims, we utilize what we believe is one of the industry’s largest databases of verified repair costs to deliver accurate cost estimates across all types of structural property claims. Our system enables insurance carriers to direct claims to their network of repairers based on agreed prices, conduct invoice audits, and automatically trigger payments, providing enhanced transparency and efficiency in the claims process.

Vehicle Repair

Our Vehicle Repair platform provides solutions for the service, maintenance and repair industry by empowering automotive repair professionals to diagnose and repair vehicles efficiently and profitably by lowering repair cycles and improving quality. The platform contains integrated assets that combine OEM technical and diagnostic data, parts information, master technician provided intelligence, and salvage management capabilities. This includes over 10.5 million annual service inspections, 358 million parts repaired or replaced each year, and 145 million green parts available.

9

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Repair and Diagnostics

With proprietary data covering real world vehicle issues, we believe that our solutions deliver the most reliable information for experiential-based vehicle service and repair in the world and represent the industry standard. We are also a leading global source of OEM diagnostic and technical data and information for the vehicle service, maintenance and repair industry.

We provide a repair hotline that connects professional automotive technicians across North America live with ASE-certified master mechanics who provide diagnostic services and repair guidance. We supplement hotline data with OEM-authored information and factory manual content, providing a comprehensive solution for vehicle problems of any type.

Vehicle Parts Procurement

Our solutions automate the entire parts procurement process, eliminating redundant or manual tasks for insurers, shops, parts suppliers, and other stakeholders. We provide a web-based solution for sourcing, pricing and purchasing vehicle parts from the optimal source, which covers OEM, second life, aftermarket and surplus parts.

Vehicle Solutions

Our Vehicle Solutions platform digitally enables customer acquisition and retention, vehicle valuation, driver event monitoring and risk management for auto manufacturers, dealerships, commercial fleets, and insurance carriers. These industry-leading solutions address consumer-facing touchpoints and transactions in the vehicle lifecycle. As of November 2023, our Vehicle Solutions platform facilitated approximately 212 million annual vehicle owner communications.

Dealer Marketing and Customer Relationship Management

We offer on-demand omni-channel dealer marketing and customer relationship management solutions platform enabling dealerships to manage sales and marketing, inventory, payments, and other back-end systems. Our solutions enable highly automated digital marketing across social media, display, and search. Our solutions also streamline dealership workflows, including, customer check-ins, vehicle inspections, mobile text approvals and payments, vehicle registration and titling, and pick-up and delivery.

Dealership Workflow Management Tools

We provide leading dealership management and inventory and lot management systems for dealerships to seamlessly conduct their day-to-day transactions. Our management system includes built-in accounting, sales, parts and service management software. Our inventory management tool enables dealerships to prioritize, price, and conduct market analysis on their inventory. We also offer solutions to help dealers and their customers manage and secure their inventory through our LoJack solution, which allows dealers to more efficiently audit inventory and recover stolen vehicles.

Vehicle Valuation

We provide integrated solutions for asset identification, valuation, and cost of ownership management for dealers. We also offer extensive databases for the identification of new and used vehicles. We deliver accurate valuation of vehicles, which on average take less than two minutes from open to close, based on sales data by country, indexed by manufacturer, model, and derivative. We also provide total cost of ownership analysis by providing a complete understanding of a vehicle’s overall cost based on service, maintenance and repair costs, as well as depreciation data.

10

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Driver Event Monitoring and Risk Management

Our solutions enable insurance carriers, fleet operators, and governments to identify, quantify, and remediate driving risks. We believe that we provide the most comprehensive violation monitoring coverage in the U.S. As of November 2023, our risk management solutions monitored over 86 million drivers per month, over 2 million fleet drivers per day and over 31 million households per month. Our risk management products also processed over 500 million transactions per month in 2023.

Digital Identity Creation and Management

Our Digital Identity solutions enable users to create, authenticate, and utilize online digital identities, enabling individuals to conduct communications with businesses and governments in a secure and high-assurance environment. Users can sign contracts, letters and other documents with an electronic signature that is safe and legally binding. Dealerships and repair shop managers rely on our Digidentity solutions to verify identities of their technicians.

Fleet Solutions

Our Fleet Solutions platform provides AI-powered solutions for the trucking industry. It provides users with real-time data analytics, route-optimization, integrated solutions, telematics, compliance, and safety solutions. Our fleet solutions are powered by data, and our platform analyzed 25 billion recorded miles annually.

Telematics (Fleet Management)

Our solution offers detailed data on vehicle health, driver performance, fuel consumption, and end-to-end, real-time location tracking and monitoring. We provide predictive analytics to proactively manage fleet performance which helps minimize downtime and maximize fleet utilization.

Route Optimization

Our solution leverages mathematical algorithms and AI to create optimal vehicle routing. This technology leverages real-time data on traffic, weather conditions, road restrictions, delivery windows, and vehicle capacity to generate the most efficient routes for fleet operators and adjust routes in response to unexpected changes in conditions. These efficiencies can help improve on-time delivery, optimize fleet utilization, and reduce fuel consumption.

Compliance

Our compliance solution enables fleet operators to meet on-going and evolving regulatory requirements. Compliance stipulations require operators to monitor and report on driver hours of service, vehicle maintenance schedules, and to provide related documentation. Our solution also facilitates record-keeping, audits and inspections for operators to meet their compliance needs.

Video-Based Safety

Video-based safety is an AI-driven solution designed to monitor and enhance safety practices for fleet operators. It utilizes edge-computing enabled devices to analyze driver behavior and identify unsafe situations. It can generate alerts triggered by actions such as distracted driving, harsh braking, or unsafe lane departures, providing real-time feedback to drivers and fleet managers. We work with fleet operators to design and implement comprehensive safety programs, leveraging the advanced data and analytics capabilities of our solutions.

11

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Analytics and Reporting

Our analytics and reporting solution captures and analyzes proprietary data from a variety of point solutions within our fleet platform. This data, combined with our advanced data analytics capabilities, enables our customers to derive insights about their business. Data that is available through this solution includes fleet utilization rates, driver-centric data, fuel consumption, route efficiency data, and overall fleet performance evaluation. In addition to a comprehensive view into customers’ fleet operations, it utilizes predictive analytics to help fleet operators make forward-looking decisions based on trends in historical data.

Our Attractive Business Model

Our software is mission-critical with deep integration into our customers’ internal systems and operating workflows. This results in highly recurring revenues. For our 2023 fiscal year, 90% of our total revenues were recurring. Our business benefits from powerful network effects, allowing our customer relationships and our customer base to grow, along with our data assets. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights and analytics. We believe this, in turn, leads to accelerated product development. We also believe we have one of the most comprehensive suites of solutions to address the vehicle lifecycle, we provide a holistic offering. We believe these network effects enable us to expand our customer base and improve our customer retention.

Our unique go-to-market approach enables us to reach a broad set of customers, ranging from global insurers to small, independent operators. We reach customers through a combination of (i) our local in-country field sales, who are focused on enterprise customers and account management, (ii) our inside sales teams, who focus on small customers, and (iii) our sales operations teams, who help us achieve an effective performance management system. We also acquire customers indirectly by partnering with strategic channel partners and other third parties to penetrate new markets efficiently.

Benefits of Our Solutions

We empower our customers to succeed in the digital age by providing them with integrated end-to-end platforms that help improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. Our comprehensive SaaS platforms provide the following benefits to our customers:

Optimized Workflows. Given the complexity of the vehicle lifecycle, many of our customers spend significant time managing disparate activities and systems in their day-to-day operations. Our integrated SaaS platforms provide our customers with a seamless workflow experience, significantly streamlining their operations and allowing them to spend more time serving their customers, driving sales, and growing their businesses.

Increased profitability. Our solutions offer significant operational efficiencies for our customers, reducing both processing time and operational costs, which help to drive improved profit margins. For example, based on customer feedback, certain insurers using our Vehicle Claims solutions have experienced a nearly 20% reduction in repair cycle time and approximately 5% reduction in processing costs.

Enhanced customer experience. Embedded in our integrated suite of solutions is a comprehensive customer relationship management platform that manages sales and marketing and promotes proactive customer engagement. As an example, our omni-channel dealer marketing and customer relationship management solution enables dealerships to conduct periodic check-ins and effectively communicate with their customers, which promotes customer satisfaction and can drive higher sales.

12

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Increased business performance through intelligent and actionable insights. With the help of our platforms, our customers gain access to actionable intelligence and predictive analytics driven by what we believe to be the world’s largest collection of data across the vehicle lifecycle. For example, the Data Analytics solution in our Vehicle Claims platform transforms decades of raw industry data into powerful insights, which our customers can use to deepen relationships with their clients and help drive increased loyalty and higher sales.

Risk Mitigation. Our SaaS platforms enable our customers to operate more safely. Our Vehicle Claims and Vehicle Repair platforms help customers navigate the immediate aftermath of a vehicle collision and the subsequent repair of the involved vehicles. We help actuate safe repairs in line with OEM, regulatory, and industry best practices. Our Fleet Solutions platform helps fleet operators systematically reduce risky driving behavior and prevent collisions.

Why We Win

Solera’s differentiation is rooted in our integrated platforms, deep and global relationships, proprietary vehicle data, and AI leadership, which allow us to win.

Integrated end-to-end platforms: Our comprehensive SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered platforms that can be deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes everything from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation, to resale. Our platforms offer tailored solutions at each stage of the vehicle lifecycle, in turn providing our customers with access to a holistic solution for their unique needs. The added ability to integrate our platforms with other solutions and parties within our industry enables fluent transaction processes.

Trusted relationships: Our customers view us as a trusted partner. With deep roots in our industry and trusted brands for over five decades, our thought leadership and continued innovation have earned us the confidence of our global customer base and strategic partners. This is evidenced by our relationships with key stakeholders—the top 20 global primary property and casualty insurance carriers in our Vehicle Claims platform, over 130,000 repair shops in our Vehicle Repair business, 9 of the top 10 U.S. dealership groups in our Vehicle Solutions business, and the fleets of 5 of the 10 largest consumer goods companies in our Fleet Solutions business. We believe the strength of our global infrastructure and the compliance that underpin our solutions are core differentiators that drive customer trust.

Global scale and reach. Globally, we are a leading provider of AI-powered claims management and a leading provider of vehicle repair solutions. We serve customers in over 120 countries across six continents. In North America, we are one of the largest providers of automotive dealer management and marketing solutions and one of the largest providers of video safety software solutions for commercial fleet operators. We believe our leadership position enables us to further expand in existing markets and provides significant advantages to launch new products at global scale. As we add new solutions to our comprehensive offering, the incremental costs of tailoring our solution to each new geography is low given our highly scalable technology, significant operating efficiencies, and first-hand knowledge of our customers’ needs at a local market level.

Platform breadth. Our business model is highly diversified by geographic market, by customer type, and by solutions and services offered. We have approximately 280,000 customers across more than 20 products across North America, Europe, South America, Asia, Australia and Africa as of November 2023. Our customers include P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators, with no single customer

13

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

representing more than 3% of our total revenue for our 2023 fiscal year. We can serve customers operating across multiple geographies with an integrated solution that enables them to access our platforms for claims, repair, valuation, customer engagement, and more. We believe the breadth of our offerings enables us to further penetrate our existing customer base, acquire new customers, capture a greater share of economic value, and grow our business aggressively around the world.

Vast data footprint with deep AI capabilities. We are differentiated by the breadth of our proprietary and continuously growing data sets and our application of AI across our products and services. We have decades of experience transforming industry data across billions of transactions into actionable intelligence. Our proprietary data span customer acquisition and retention; vehicle and property claims; total loss; driver underwriting and monitoring; vehicle validation and valuation; repair estimation; service and maintenance; OEMs, aftermarket and salvage parts; and additional vehicle, driver and fleet related processes and information. Our deep data asset enables us to implement robust AI applications into our solutions. We have invested considerable resources and time to develop our data capabilities and adapt these capabilities for use in local markets around the world, which we believe represent significant barriers to entry to competitors.

Powerful Connectivity of Solutions. We benefit from network effects that compound as we expand our business globally. As our customers recognize the key benefits of our solutions, we believe they will choose to use our platforms for multiple solutions and more frequently collaborate with us as a strategic partner. Our data asset insights continue to improve as our relationships and customer base grow. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights. Through the application of AI, we accelerate new product development. We believe these network effects enable us to identify unique customer pain points across the vehicle lifecycle and accelerate the testing and rollout of new products to market, thereby increasing both the number of customers and our customer retention.

Our Growth Strategies

We intend to further strengthen our position as a leading provider of technology solutions for vehicle management needs globally. We believe our leading position today enables us to continue capturing market share and growth within our core markets. Furthermore, we believe we are well-positioned to capture growth from greenfield opportunities. Key focus areas of our growth strategy include:

Continuously developing innovative solutions. We believe our combination of efficient product development, extensive and ever-growing data assets, and a culture of innovation position us to introduce new solutions and refine existing solutions. We aim to extend our market leadership by continuously bringing new products to market. For example, our AI-enabled flagship solution Qapter enables fully–automated processing of automotive claims and builds on our existing strength within the vehicle claims market. We deployed Qapter to 42 countries in less than 12 months, and it is currently deployed in 53 countries.

Expanding sales within our existing customer base. We have a proven track record of providing greater value to our existing customers, thereby expanding the scope and depth of our relationships. We believe that as our customers look to further digitize their operational workflows, they leverage additional solutions available on our platforms.

We continue to focus on growing revenue by (i) upselling existing products and (ii) introducing new products to existing customers. For example, between 2014 and 2023, we grew revenue from operations in Australia by approximately 8.7 times. During the same period, we expanded our product offerings in Australia from solely claims estimation to parts, vehicle repair and property claims product offerings.

Winning new customers. As a result of our global reach and the breadth and depth of our SaaS offerings, we have expanded our customer base to over 280,000 as of November 2023. We believe there is substantial

14

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

opportunity to continue to expand our customer base. We plan to continually invest in our sales and marketing to promote brand awareness, introduce new innovations, and leverage the strength of our established platforms to acquire new customers.

Expanding to new markets. We have a proven ability to expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our global footprint currently extends to over 120 countries and we intend to grow each of our markets, expanding into new geographies and adjacencies with our comprehensive product portfolio. As discussed above, it took us less than 12 months to deploy our innovative AI-enabled flagship Qapter solution in 42 countries, a testament to our ability to efficiently scale new solutions. Our large geographic footprint also allows us to test new solutions in specific markets before launching on a larger scale. We integrated our video-based AutoData Training solution as an add-on to our AutoData product in Australia and New Zealand, where it garnered nearly 99% adoption by existing AutoData customers since September 2022. As a result, we subsequently rolled out this add-on in key European markets, where it achieved 64% adoption within 8 months.

Opportunistically pursuing strategic and synergistic acquisitions. With over 50 completed acquisitions and over $8 billion of capital deployed on acquisitions since 2006, we have a long and successful track record of acquiring businesses to drive expansion and bolster our technology and solution set. Given the fragmented nature of our industry and ongoing need for innovation, we believe that we are the natural acquirer of choice across highly fragmented markets and are well-positioned to execute upon our deep pipeline of potential targets to capture additional growth and market share globally.

Our Principal Shareholder

We have a valuable relationship with our principal shareholder, Vista, a leading technology investor. In connection with this offering, we will enter into a director nomination agreement (the “Director Nomination Agreement”) with Vista that provides Vista the right to designate nominees to our board of directors (our “Board”), subject to certain conditions.

The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for election to our Board for so long as Vista beneficially owns, in the aggregate, 40% or more of the total number of shares of our common stock beneficially owned by Vista upon completion of this offering, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the “Original Amount”); (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, in each case, minus the number of designees, if any, Galaxy Aggregator, L.P. (“Baring”) and certain entities affiliated with Baring are entitled to nominate, which could result in representation on our Board that is disproportionate to Vista’s beneficial ownership. In each case, Vista’s nominees must comply with applicable law and stock exchange rules. See “Certain Relationships and Related Party Transactions—Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

Vista is a leading global investment firm with approximately $101 billion in assets under management as of September 30, 2023. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies,

15

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

clients and employees. Vista’s investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future—a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity.

General Corporate Information

Solera Global Corp. was incorporated in Delaware in August 2021 and formed for the purpose of completing this offering and related transactions. Prior to December 27, 2021, Solera Global Corp. had not conducted any business transactions or activities other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Global Corp. is a holding company and the sole managing member of Holding LLC and, upon consummation of the Organizational Transactions and this offering and the application of net proceeds therefrom, its sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC.

The conversion of Solera Global Holding Corp. into a limited liability company, Holding LLC, resulted from a series of internal transactions related to the merger of Solera Global Holding Corp., the former parent of Topco LLC and predecessor of the issuer, with and into a subsidiary of Solera Global Corp. on December 27, 2021, as described under “—Ownership and Organizational Structure.” Solera Holdings, Inc., the predecessor ultimate parent entity of Solera Global Holding Corp. went public in 2007 and was subsequently taken private by funds affiliated with Vista in 2016.

Our principal executive offices are located at 1500 Solana Blvd., Building #6, Suite 6300, Westlake, Texas 76262. Our telephone number is (817) 961-2100. Our website address is https://www.solera.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Class A common stock. We are a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries.

Ownership and Organizational Structure

Solera Global Corp. is a Delaware corporation formed to serve as a holding company that holds a direct interest in Holding LLC and an indirect interest in Topco LLC. Solera Global Corp.’s interest in these entities resulted from the merger of Solera Global Holding Corp., the former parent entity of Topco LLC and the predecessor of the issuer, with and into a subsidiary of Solera Global Corp. on December 27, 2021. As a result of the merger, the former equityholders of Solera Global Holding Corp. now own Class A common stock of Solera Global Corp. on the same terms and in identical proportions to their prior ownership in Solera Global Holding Corp. The equity interests of Solera Global Holding Corp. were not converted into units of Topco LLC, and such equityholders will not become unitholders of Topco LLC on account of such interests. The holders of Holding LLC Units are not party to the Exchange Agreement on account of such interests.

Prior to December 27, 2021, Solera Global Corp. had not engaged in any business or other activities other than in connection with its formation in preparation for this offering. Solera Global Corp. is a holding company and the sole managing member of Holding LLC and, upon consummation of the Organizational Transactions, including this offering and the application of the proceeds therefrom, it will continue to be a holding company, and its sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC. Solera Global Corp.

16

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

will exclusively operate and control all of the business and affairs and consolidate the financial results of Holding LLC and, through its control of Holding LLC, Topco LLC. See “Organizational Structure” for a complete description of the Organizational Transactions.

In connection with the Organizational Transactions:

• We will amend and restate Topco LLC’s existing operating agreement (the “LLC Operating Agreement”) to, among other things, (i) modify Topco LLC’s capital structure by replacing the membership interests currently held by providing for LLC Units consisting of two classes of common ownership interests in Topco LLC (Class B common units held by certain employees and consultants subject to vesting and a participation threshold (“Class B Units”), and Class A common units held by the other Topco LLC owners, including Solera Global Corp. and Vista (“Class A Units” and together with the Class B Units, referred to as “LLC Units” herein)) and (ii) appoint Holding LLC as the sole managing member of Topco LLC. See “Organizational Structure—Amended and Restated Operating Agreement of Topco LLC.”

• We will amend and restate the certificate of incorporation of Solera Global Corp. to reflect the terms described under “Description of Capital Stock.”

• We will issue shares of Class V common stock, which provide no economic rights, to certain LLC Unitholders (as defined below) on a one-to-one basis with the number of Class A Units owned by such holders, for nominal consideration. Each share of our Class V common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. See “Description of Capital Stock—Class V Common Stock.”

• We will enter into an exchange agreement (the “Exchange Agreement”) with the direct holders of LLC Units (the “LLC Unitholders”) pursuant to which the holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. See “Organizational Structure—Exchange Agreement.” Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

• We will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that will require us to pay to such persons 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes (computed using simplifying assumptions to address the impact of state and local taxes) we actually realize (or, under certain circumstances are deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the Tax Receivable Agreement, as discussed below) as a result of (i) Basis Adjustments (as defined below) resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future, (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we are required to make under the Tax Receivable Agreement. See “Organizational Structure—Tax Receivable Agreement.”

17

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We estimate that the net proceeds to us from the sale of our Class A common stock in this offering, after deducting underwriting discounts and commissions and estimated expenses payable by us, will be approximately $     million (approximately $     million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based on an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). We intend to use such net proceeds to acquire      Holding LLC Units in Holding LLC at a purchase price per Holding LLC Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

In turn, Holding LLC intends to apply the net proceeds (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) to acquire      newly-issued Class A Units in Topco LLC at a purchase price per Class A Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

In turn, Topco LLC intends to apply, directly or indirectly, the net proceeds (including any additional proceeds it may receive from Holding LLC if the underwriters exercise their option to purchase additional shares of Class A common stock) to (i) repay $     million of our outstanding indebtedness under our first lien term loan credit facility (the “First Lien Term Loan Facility”), under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, (ii) repay $     million of our outstanding indebtedness under our second lien term loan credit facility (the “Second Lien Term Loan Facility”), under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, (iii) repay $     million of outstanding indebtedness under our five-year senior secured first lien super priority revolving credit facility (the “Revolving Credit Facility” and the loans thereunder, the “Revolving Loans”) in an aggregate principal amount of $500.0 million, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, (iv) repay $     of the Related Party Note (as defined herein), under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023, and (v) pay expenses incurred in connection with this offering and the other Organizational Transactions. See “Use of Proceeds.”

18

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The diagram below depicts our historical organizational structure prior to the completion of the Organizational Transactions. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) The LLC Unitholders other than investment vehicles affiliated with Vista collectively own approximately    % of the equity interests of Topco LLC. These investors will continue to hold their equity interest in Topco LLC upon completion of this offering.

19

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The diagram below depicts our expected organizational structure immediately following completion of the Organizational Transactions and this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) Vista will beneficially own    % of the equity of Holding LLC and    % of the equity of Topco LLC and will possess voting and dispositive power over all of the shares of Class V common stock. The remaining LLC Unitholders will collectively own the remaining    % of the equity in Topco LLC not held directly or indirectly by Solera Global Corp. In addition to Vista, our existing owners include a limited number of third parties that have invested in Class A Units, as well as certain of our executive officers and other employees who have been issued Class B Units with a weighted average participation threshold of $    per unit. See “Executive Compensation—2024 Omnibus Incentive Plan” for a discussion of the participation thresholds.

(2) Upon completion of this offering, Vista will control approximately    % (or approximately    % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in Solera Global Corp. through its ownership of our Class A common stock and Class V common stock. See “Principal Shareholders” for additional information about Vista.

(3) Shares of Class A common stock and Class V common stock will vote as a single class except as otherwise required by law or our certificate of incorporation. Each outstanding share of Class A common stock and Class V common stock will be entitled to one vote on all matters to be voted on by shareholders generally. The Class V common stock does not have any right to receive dividends or distributions upon the liquidation or winding up of Solera Global Corp. In accordance with the Exchange Agreement to be entered into in connection with the Organizational Transactions, the holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the

20

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

(4) Assumes no exercise of the underwriters’ option to purchase additional shares of Class A common stock. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, (i) the holders of Class A common stock other than Vista will have    % of the voting power in Solera Global Corp., (ii) Vista, through its ownership of our Class A common stock and Class V common stock, will have    % of the voting power of Solera Global Corp., (iii) the LLC Unitholders, including Vista, other than Solera Global Corp., will own    % of the outstanding LLC Units in Topco LLC, (iv) Solera Global Corp. will own 100% of the outstanding Holding LLC Units in Holding LLC, and (v) Holding LLC will own    % of the outstanding LLC Units in Topco LLC.

Our corporate structure following the offering, as described above, is referred to as an “Up-C” structure, which is commonly used by partnerships and limited liability companies when they undertake an initial public offering of their businesses. Our Up-C structure will allow the existing owners of Topco LLC to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of Topco LLC that is allocated to such owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the LLC Units that the existing owners will continue to hold are exchangeable for shares of our Class A common stock or, at our option, for cash, the Up-C structure also provides the existing owners of Topco LLC potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. See “Organizational Structure” and “Description of Capital Stock.”

Following this offering, each of the existing owners of Topco LLC Class A Units will also hold a number of shares of our Class V common stock equal to the number of Class A Units they own. Holders of our Class A common stock and Class V common stock will each be entitled to one vote per share on all matters on which shareholders are entitled to vote.

Solera Global Corp. will also hold LLC Units, and therefore receive benefits on account of its ownership in an entity treated as a partnership, or “pass-through” entity, for income tax purposes because, as Solera Global Corp. purchases LLC Units from the LLC Unitholders with the proceeds of this offering or acquires LLC Units in exchange for shares of our Class A common stock or cash in the future under the mechanism described above, it will obtain a step-up in tax basis in its share of the assets of Topco LLC and its flow-through subsidiaries. This step-up in tax basis will provide Solera Global Corp. with certain tax benefits, such as future depreciation and amortization deductions that can reduce its taxable income. Pursuant to the Tax Receivable Agreement, Solera Global Corp. will be required to pay the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, collectively, 85% of the value of these tax benefits, certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Solera Global Corp. makes under the Tax Receivable Agreement; however, the remaining 15% of such benefits will be available to Solera Global Corp. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the purchases of LLC Units from the LLC Unitholders and the future LLC Unit exchanges, the tax attributes of Solera Global Corp., Topco LLC or subsidiaries of Topco LLC or other tax benefits related to our entering into the Tax Receivable Agreement, and the resulting amounts we are likely to pay out to LLC Unitholders pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See “Organizational Structure—Tax Receivable Agreement.”

Generally, Solera Global Corp. will receive a pro rata share of any distributions (including tax distributions) made by Topco LLC to its members. However, pursuant to the LLC Operating Agreement, tax distributions will be made quarterly by Topco LLC to the holders of Class A Units (including Solera Global Corp.) on a pro rata

21

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

basis based on Topco LLC’s net taxable income and to the holders of Class B Units based on such holder’s allocable share of Topco LLC’s net taxable income (rather than on a pro rata basis). Such tax distributions will be calculated based upon an assumed tax rate, which, under certain circumstances, may cause Topco LLC to make tax distributions that, in the aggregate, exceed the amount of taxes that Topco LLC would have paid if it were a similarly situated corporate taxpayer. Funds used by Topco LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. See “Risk Factors—Risks Related to Our Organizational Structure.”

As a result of the Organizational Transactions:

• the investors in this offering will collectively own      shares of our Class A common stock and we will hold      LLC Units;

• the holders of Class A Units will own      LLC Units and      shares of Class V common stock;

• the holders of Class B Units, subject to vesting, will own      LLC Units with a weighted average participations threshold of $    per unit;

• our Class A common stock will collectively represent approximately     % of the voting power in us; and

• our Class V common stock will collectively represent approximately     % of the voting power in us.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” The following is a summary of the principal risks we face.

• Current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions makes it particularly difficult to predict product demand, utilization and other related matters and makes it more likely that our actual results could differ materially from expectations.

• Our industry is highly competitive, and our failure to compete effectively could result in a loss of customers and market share, which could harm our revenues and operating results.

• Our future growth depends on our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets.

• The time and expense associated with switching from our competitors’ software and services to ours may limit our growth.

• Our operating results may be subject to volatility as a result of exposure to interest rate variability and foreign currency exchange risks.

• Our operating results may vary widely from period to period due to the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors.

• Our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional based-products and services. If the number of such subscriptions or the volume of such transactions is not maintained or diminishes, or if our business model changes as the industry evolves, our operating results may be adversely affected.

22

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• We are currently making, and anticipate making additional, strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector.

• We have a large amount of goodwill and other intangible assets as a result of acquisitions. Our earnings will be harmed if we suffer an impairment of our goodwill or other intangible assets.

• We require a significant amount of cash to service our indebtedness, which reduces the cash available to finance our organic growth, make strategic acquisitions and enter into alliances and joint ventures; the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in certain activities.

• Our industry is subject to rapid technological changes, and if we fail to keep pace with these changes or our present or future product offerings are diminished or made obsolete in the marketplace, our market share and revenues will decline.

• Our software, services and solutions rely on information generated by third parties and communication services vendors and any interruption of our access to such information or disruption of service from such communication services vendors could materially harm our operating results.

• Third parties may claim that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights, and we could be prevented from selling our software or suffer significant litigation expenses even if these claims have no merit.

• We may be unable to obtain, maintain, enforce, defend and otherwise protect our intellectual property or other proprietary rights, which would harm our business, financial condition and results of operations.

• Some of our products utilize software and technology licensed by third parties. If we fail to comply with our obligations under license or technology agreements with such third parties, we may be required to pay damages and we could lose license rights that are critical to our business, the loss of which could negatively affect our business.

• We are subject to risks associated with our international business activities.

• Changes in or violations by us or our customers of applicable government regulations could reduce demand for or limit our ability to provide our software, services and solutions in those jurisdictions.

• Regulatory developments could negatively impact our business.

• Privacy laws, regulations and standards may interfere with our business, subject our company to large fines or require us to change our products and services, which may reduce the value of our offerings to our customers, damage our reputation and deter current and potential users from using our products and services.

• We are subject to periodic changes in the amount of our income tax provision (benefit) and these changes could adversely affect our operating results; we may not be able to utilize all of our tax benefits before they expire.

• We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.

• Our principal asset is our interest in Topco LLC, and, accordingly, we depend on distributions from Topco LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Topco LLC’s ability to make such distributions may be subject to various limitations and restrictions.

• If Topco LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we might be subject to potentially significant tax inefficiencies, and we would not

23

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status. Even as a partnership for U.S. federal income tax purposes, Topco LLC could become liable for amounts resulting from adjustments to its tax returns for prior years.

• Currently, affiliates of Vista Equity Partners indirectly control us and their interests may conflict with our interests.

24

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The Offering

Issuer	Solera Global Corp.
Class A common stock offered by us	shares (or    shares if the underwriters’ option is exercised in full).
Underwriters’ option to purchase additional shares of Class A common stock	We have granted the underwriters an option to purchase up    to    shares of Class A common stock from us within 30 days of the date of this prospectus.
Class A common stock to be outstanding immediately after this offering	shares of Class A common stock (or    shares of Class A common stock if the underwriters’ option is exercised in full). If all outstanding LLC Units held by the LLC Unitholders were exchanged for newly-issued shares of Class A common stock,    shares of Class A common stock (or    shares of Class A common stock if the underwriters’ option is exercised in full) would be outstanding.
Class V common stock to be outstanding immediately after this offering	shares. Immediately after this offering, LLC Unitholders will own 100% of the outstanding shares of our Class V common stock.
Ratio of shares of Class A common stock to LLC Units	Our amended and restated certificate of incorporation and the amended and restated operating agreement of Topco LLC will require that we and Topco LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Units owned by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).
Voting	Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. Each share of our Class V common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. After this offering, the LLC Unitholders will hold a number of shares of Class V common stock equal to the number of Class A Units held by such LLC Unitholders. See “Description of Capital Stock—Class V Common Stock.”

25

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Holders of our Class A common stock and Class V common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our amended and restated certificate of incorporation.
Voting power held by holders of Class A common stock	% (or 100% if all outstanding Class A Units were exchanged for newly-issued shares of Class A common stock on a one-for-one basis).
Voting power held by holders of Class V common stock	% (or 0% if all outstanding Class A Units were exchanged for newly-issued shares of Class A common stock on a one-for-one basis).
Use of proceeds	We estimate, based upon an assumed initial public offering price of $    per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $    million (or $    million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds to acquire    additional Holding LLC Units (or Holding LLC Units if the underwriters exercise their option to purchase additional shares in full) in Holding LLC at a purchase price per Holding LLC Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. In turn, Holding LLC intends to apply the net proceeds (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) to acquire    newly-issued Class A Units (or    Class A Units if the underwriters exercise their option to purchase additional shares in full) in Topco LLC at a purchase price per Class A Unit equal to the initial public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. In turn, Topco LLC intends to apply, directly or indirectly, the net proceeds (including any additional proceeds it may receive from Holding LLC if the underwriters exercise their option to purchase

26

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	additional shares of Class A common stock) to repay $    million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, repay $    million of our outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, repay $    million of outstanding indebtedness under the Revolving Credit Facility, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, repay $    of the Related Party Note (as defined herein), under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023, and pay expenses incurred in connection with this offering and the other Organizational Transactions. See “Use of Proceeds” and “Organizational Structure.”
Controlled company	After this offering, assuming an offering size as set forth on the cover page of this prospectus, Vista will control approximately    % of the voting power (or    % of our Class A common stock if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full) in us through its ownership of our Class A common stock and Class V common stock. As a result, we expect to be a controlled company within the meaning of the corporate governance standards of     . See “Management—Controlled Company Status.”
Dividend policy	We currently intend to retain any future earnings for investment in our business and do not expect to pay any dividends on our Class A common stock in the foreseeable future. Holders of our Class V common stock are not entitled to participate in any cash dividends declared by our board of directors. The declaration and payment of all future dividends, if any, will be at the discretion of our Board and will depend upon our financial condition, earnings, contractual conditions or applicable laws and other factors that our Board may deem relevant. As discussed under “Dividend Policy,” it is possible that we will receive distributions from Topco LLC significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. While our Board may choose to distribute such cash balances as dividends on our Class A common stock, it will not be

27

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	required (and does not currently intend) to do so. See “Dividend Policy.”
Exchange rights of holders of the LLC Units	Prior to this offering, we will enter into the Exchange Agreement with the LLC Unitholders pursuant to which holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock. See “Organizational Structure—Exchange Agreement.”
Tax Receivable Agreement	We will enter into the Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, which will require us to pay to such persons 85% of the amount of tax benefits, if any, that Solera Global Corp. actually realizes (or in some circumstances is deemed to realize) as a result of (i) Basis Adjustments (as defined below) resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future, (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. See “Organizational Structure—Tax Receivable Agreement.”
Registration Rights Agreement	We intend to enter into a registration rights agreement (the “Registration Rights Agreement”) with certain LLC Unitholders in connection with this

28

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	offering. The Registration Rights Agreement will provide such LLC Unitholders registration rights whereby, following our initial public offering and the expiration of any related lock-up period, such LLC Unitholder can require us to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of Class A common stock (including shares issuable to them upon exchange of its LLC Units). The Registration Rights Agreement will also provide for piggyback registration rights for certain LLC Unitholders. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
Risk factors	Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.
Proposed      trading symbol	“    ”

Unless otherwise indicated, all information in this prospectus:

• assumes the effectiveness of the Organizational Transactions;

• assumes an initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus;

• assumes that the underwriters’ option to purchase additional shares of Class A common stock is not exercised;

• includes a      -for-1 split of LLC Units, which was effected on     , 2024;

• excludes the shares of Class A common stock that may be issuable upon exercise of exchange rights held by the LLC Unitholders;

• excludes      Class B Units, subject to vesting, issued to certain of our executive officers and certain other employees, with a weighted average participation threshold of $    per unit. See “Executive Compensation—2024 Omnibus Incentive Plan” for a discussion of the participation thresholds; and

• excludes      shares of Class A common stock reserved for issuance under the Solera Global Corp. 2024 Omnibus Incentive Plan.

29

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Summary Historical and Pro Forma Financial and Other Data

The following tables present, as of the dates and for the periods indicated, (1) the summary historical financial and other data for Solera Global Corp. and its consolidated subsidiaries and (2) the summary unaudited pro forma financial data for Solera Global Corp. and its consolidated subsidiaries, including Holding LLC and Topco LLC. See “Basis of Presentation” for more information. Solera Global Corp. was incorporated as a Delaware corporation in August 2021. Prior to December 27, 2021, Solera Global Corp. had not conducted any business transactions or activities other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Global Corp. will continue to be the reporting entity upon completion of this offering. The summary consolidated statements of loss data for the 2023, 2022 and 2021 fiscal years and the summary condensed and consolidated balance sheet data as of March 31, 2023 and 2022 presented below have been derived from the audited consolidated financial statements and notes of Solera Global Corp. and its subsidiaries included elsewhere in this prospectus.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

The summary unaudited pro forma financial data for our 2023 fiscal year gives effect to the Organizational Transactions as described in “Organizational Structure,” including the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Pro Forma Financial Data.” The summary unaudited pro forma financial data as of and for the     months ended    ,     gives effect to the Organizational Transactions as described in “Organizational Structure,” including the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Pro Forma Financial Data.” Adjustments are presented as if all such transactions had occurred on March 31, 2023 for the unaudited pro forma condensed and consolidated balance sheet and April 1, 2022 for the unaudited pro forma condensed and consolidated statement of loss for our 2023 fiscal year. The unaudited pro forma financial data include various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma financial data. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

30

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Historical Solera Global Corp.									Pro Forma Solera Global Corp.
	Year ended March 31,									Year ended March 31,
(in thousands)	2023			2022			2021			2023
Consolidated Statements of Loss Data:
Revenues	$	2,360,387		$	2,205,076		$	1,661,515		$
OPERATING EXPENSES
Cost of revenues, excluding depreciation and amortization		959,293			846,612			674,597
Selling, general and administrative, excluding depreciation and amortization		516,930			609,770			311,781
Acquisition and related costs		70,230			88,987			4,807
Depreciation and amortization		437,824			400,828			313,450
Asset impairment charges		11,713			15,855			11,340
Restructuring charges and other costs associated with exit and disposal activities		6,688			16,088			20,308
Total operating expenses		2,002,678			1,978,140			1,336,283
Operating income		357,709			226,936			325,232
Other expense (income), net		(2,378	)		(20,283	)		197,535
Interest expense, net		690,828			465,032			326,687
Net loss before income taxes		(330,741	)		(217,813	)		(198,990	)
Income tax provision		49,821			59,979			33,893
Net loss		(380,562	)		(277,792	)		(232,883	)
Net income (loss) attributable to noncontrolling interests		(6,029	)		1,937			9,817
Net loss attributable to Solera Global Corp.	$	(374,533	)	$	(279,729	)	$	(242,700	)	$

31

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	As of March 31, 2023
(in thousands)	Historical Solera Global Corp.			Adjustments		Pro Forma Solera Global Corp.
Consolidated Balance Sheet Data (at period end):
ASSETS
Current assets:
Cash and cash equivalents	$	214,825		$		$
Accounts receivable, net		356,806
Other receivables, net		33,513
Prepaid assets		141,895
Other current assets		193,798
Total current assets		940,837
Property and equipment, net		129,135
Goodwill		6,579,202
Intangible assets, net		1,756,577
Other noncurrent receivables, net		39,386
Other noncurrent assets		205,036
Deferred income tax assets		100,852
Total assets	$	9,751,025		$		$
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		182,113
Current derivative financial instruments		1,950
Accrued expenses and other current liabilities		470,404
Deferred revenue		227,977
Income taxes payable		64,485
Current portion of long-term debt		53,497
Current operating lease liabilities		16,822
Total current liabilities		1,017,248
Long-term debt, net		7,985,381
Operating lease liabilities (net of current portion)		46,571
Related party note		88,021
Other noncurrent liabilities		339,294
Deferred income tax liabilities		174,846
Total liabilities		9,651,361
Commitments and Contingencies
Redeemable noncontrolling interests		140,898
Stockholders’ equity:
Class A common stock, par value $0.0001 per share		—
Class V common stock, par value $0.0001 per share		—
Additional paid-in capital		3,056,646
Accumulated deficit		(3,068,736	)
Accumulated other comprehensive loss		(271,184	)
Total Solera Global Corp. stockholders’ equity (deficit)		(283,274	)
Noncontrolling interests		242,040
Total stockholders’ equity (deficit)		(41,234	)
Total liabilities, mezzanine equity and stockholders’ equity	$	9,751,025		$		$

32

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus, before making a decision to invest in our Class A common stock. Any of the following risks could have an adverse effect on our business, financial condition, operating results, or prospects and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment. Our business, financial condition, operating results, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included elsewhere in this prospectus. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, “Solera” or “the Company” refer to Solera Global Corp. on a consolidated basis.

Risks Related to Our Business and Strategy

Current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions makes it particularly difficult to predict product demand, utilization and other related matters and makes it more likely that our actual results could differ materially from expectations.

Our operations and performance depend on worldwide economic conditions, which have experienced significant fluctuations in many countries where our products and services are sold, and may remain volatile for the foreseeable future. These conditions make it difficult for our customers and potential customers to accurately forecast and plan future business activities, and could cause our customers and potential customers to slow, reduce or refrain from spending on our products. In addition, external factors that affect our business have been and may continue to be impacted by global macroeconomic and geopolitical conditions. Examples include:

• Supply Chain Disruptions & Semiconductor Chip Shortage: We are still experiencing severe disruptions to the supply chain with respect to components and finished goods, including new vehicle deliveries. These issues first arose during the COVID-19 pandemic and other geopolitical events and continue to impact our business present-day.

The ongoing global semiconductor chip shortage impacts our ability to source components for the assembly of hardware used in our fleet businesses, which may result in increased component costs and longer lead times to supply such hardware to our customers.

• Number of Insurance Claims Made: The number of insurance claims made can be influenced by factors such as unemployment levels, the number of miles driven, rising gasoline prices, the number of uninsured drivers, rising insurance premiums and the insured opting for lower coverage or higher deductible levels, among other things. Fewer claims made can reduce the transaction-based fees that we generate.

• Transportation and Logistics Sector: We serve many of the leading transportation and logistics providers in North America. Transportation and logistics sector performance is highly correlated to overall consumer and industrial economic activity. As a result, changes in the macroeconomic environment can drive material fluctuations in supply and demand in the industry impacting freight tonnage, pricing, profitability, capacity and overall investment in the transportation sector. There is currently a shortage of commercial fleet drivers, resulting in fewer commercial fleet vehicles on the road. Through our fleet businesses, as a provider of technology solutions to this industry, we have exposure to these fluctuations, which can impact our revenue and profitability. This impact is particularly felt in our smaller size fleet customers.

• Increase in Vehicle Financing Costs: The recent increase in the cost of vehicle financing has lowered demand for vehicles and reduced the monthly payment capacity that consumers have for add-ons at the

33

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

finance and insurance desk, such as LoJack. This could have a negative effect on our dealership and fleet businesses and adversely affect our business, financial condition and results of operation.

• Automobile Usage-Number of Miles Driven: Several factors can influence miles driven, including gasoline prices and economic conditions. Fewer miles driven can result in fewer automobile accidents, which can reduce the transaction-based fees that we generate. Many of our markets around the world continue to experience or have recently experienced volatility, as well as reduced number of miles driven on account of increased gasoline prices and continuing virtual work-from-home environment.

• Russian Actions in Ukraine: On February 24, 2022, the Russian Federation commenced a military invasion of Ukraine. Russian actions with respect to Ukraine have resulted in certain sanctions and export controls being imposed by the United States, the European Union, the United Kingdom and other jurisdictions. The conflict between Russia and Ukraine, including related economic sanctions, has led to disruption, instability and volatility in global markets, including foreign exchange rates, and industries that could negatively impact our business. Our commercial operations in Russia and Ukraine are neither financially nor operationally material to the Company; however, we cannot predict the impact of Russian actions in Ukraine and any heightened military conflict or geopolitical instability that may follow, including additional sanctions or counter-sanctions, heightened inflation and cyber disruptions or attacks. Any such disruptions or resulting sanctions have adversely affected our business, and may continue to adversely affect our business.

• Israel-Hamas War: Geopolitical tensions and ongoing conflicts in the Middle East, particularly between Israel and Hamas, may lead to global economic instability that could materially affect our business. It is not possible to predict the broader consequences of the Israel-Hamas war, including related geopolitical tensions, and the measures and actions taken by other countries in respect thereof, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. While it is difficult to predict the impact of any of the foregoing, the Israel-Hamas war may increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.

• Inflation and Interest Rates: Inflation impacts all of our operating expenses. Our profitability depends in part on our ability to anticipate and react to changes in operating costs, including real estate leasing costs and labor. During 2022 and 2023, we experienced accelerating labor and supply price inflation. To the extent we experience increasing operating costs or increase compensation or benefits to our team members, our operating costs will increase. Some of the primary factors that have caused and could continue to cause our operating costs to increase include wage inflation. We have focused on adjusting our pricing strategy, streamlining staffing and other operational procedures in response to inflationary pressures. However, if such increases continue to occur or exceed our estimates and if we are unable to increase the prices of our product offerings or achieve cost savings to offset the increases, including as a result of wage or price inflation, then our results of operations will be harmed. Even if we increase prices in response to cost increases, such price increases may not be sustainable and could lead to declines in market share as competitors may not increase their prices or consumers may decide not to pay the higher prices. Additionally, the existence of inflation in the economy has resulted in and may continue to result in higher interest rates and capital costs, including as a result of impact on our borrowings at variable interest rates under the Credit Facilities. As of March 31, 2023, $8.3 billion of our indebtedness is variable rate indebtedness.

Accordingly, we cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide or in particular economic markets. These and other economic factors could have a material adverse effect on demand for or utilization of our products and on our business, results of operations, cash flows or financial condition.

34

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our industry is highly competitive, and our failure to compete effectively could result in a loss of customers and market share, which could harm our revenues and operating results.

The markets we participate in are highly competitive. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition, and competition may intensify from various U.S. and non-U.S. competitors and new market entrants. Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins or loss of market share, any of which could decrease our revenue and growth rates or impair our financial condition and results of operations. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do.

In the U.S., our principal insurance claims competitors are CCC Intelligent Solutions Holdings Inc. and Mitchell International. In Europe, our principal competitors are Autovista Limited (formerly known as EurotaxGlass’s Group), Deutsche Automobil Treuhand GmbH (known as DAT) and GT Motive Einsa Group. The principal competitors of our fleet businesses are Trimble, Inc., Verizon Connect Fleet USA LLC, Samsara, Inc., Motive Technologies, Inc. (formerly Keep Truckin, Inc.), Geotab, Inc., Lytx, Inc., and Platform Science, Inc. The principal competitors of our dealership businesses are The Reynolds & Reynolds Company, CDK Global Inc. and Cox Automotive, Inc. The principal competitors to our service, maintenance and repair solutions are ALLDATA LLC and Mitchell 1 International and ChoicePoint Inc. is our principal competitor in the U.S. to our Explore automobile reunderwriting solution. We also encounter regional or country-specific competition in the markets for automobile insurance claims processing software and services and our other products and services. If one or more of our competitors develop solutions, software or services that are superior to ours or are more effective in marketing their software or services our ability to compete effectively could be significantly impacted, which would have a material adverse effect on our business, results of operation and financial condition.

Some of our current or future competitors may have or develop closer customer relationships, develop stronger brands, have greater access to capital, lower cost structures and/or more attractive system design and operational capabilities than we have. Additionally, OEMs or dealership groups may also make investments in our competitors or engage in strategic alliances with our competitors. Consolidation within our industry could result in the formation of competitors with substantially greater financial, management or marketing resources than we have, and such competitors could utilize their substantially greater resources and economies of scale in a manner that affects our ability to compete in the relevant market or markets. As a result of consolidation, our competitors may be able to adapt more quickly to new technologies and customer needs, devote greater resources to promoting or selling their products and services, initiate and withstand substantial price competition, expand into new markets, hire away our key employees, change or limit access to key information and systems, take advantage of acquisition or other strategic opportunities more readily and develop and expand their product and service offerings (including those products and services that may compete with our risk and asset management platform) more quickly than we can. In addition, our competitors may form strategic or exclusive relationships with each other, such as the equity interest in GT Motive Einsa Group purchased by Mitchell International, and with other companies in attempts to compete more successfully against us. These relationships may increase our competitors’ ability, relative to ours, to address customer needs with their software and service offerings, which may enable them to rapidly increase their market share.

Moreover, many insurance companies have historically entered into agreements with automobile insurance claims processing service providers like us and our competitors whereby the insurance company agrees to use that provider on an exclusive or preferred basis for particular products and services and agrees to require

35

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

collision repair facilities, independent assessors and other vendors to use that provider. If our competitors are more successful than we are at negotiating these exclusive or preferential arrangements, we may have difficulty increasing market share or lose market share even in markets where we retain other competitive advantages.

In addition, our insurance company and transportation and logistics customers have varying degrees of in-house development capabilities, and one or more of them have expanded and may seek to further expand their capabilities in the areas in which we operate. Many of our customers are larger and have greater financial and other resources than we do and could commit significant resources to product development. Our solutions, software and services have been, and may in the future be, replicated by our insurance company customers in-house, which could result in our loss of those customers and their associated repair facilities, independent assessors and other vendors, resulting in decreased revenues and net income.

Large corporations, in particular, may be able to utilize their distribution networks and existing relationships to offer fleet management solutions, in addition to solutions in other verticals already being provided to customers. We expect additional competition as our market grows and rapidly changes. We expect competition to increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and services and technologies are introduced. Certain of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, certain of our current and potential competitors have strong relationships with current and potential customers and extensive knowledge of industries with physical operations. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements or devote greater resources than we can to the development, promotion and sale of their products and services. Moreover, certain of these companies are bundling their products and services into larger deals or subscription renewals, often at significant discounts as part of a larger sale. In addition, some current and potential competitors may offer products or services that address one or a limited number of functions at lower prices or with greater depth than our solution. Our current and potential competitors may develop and market new technologies with comparable functionality to our solution. As a result, we may experience reduced gross margins, longer sales cycles, less favorable payment terms and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, financial condition and results of operations will be harmed if we fail to meet these competitive pressures.

The competitive landscape for dealership solutions providers can be heavily influenced or increased by the actions of OEMs and large dealerships. As an example, OEMs and dealership groups may take affirmative actions to consolidate their vendors or require all vendors to provide services through a third party vendor management service. If our products or services are not selected or approved in such consolidation or by such vendor management activities, the number of individual locations we serve for such OEM or dealership groups could materially decrease.

Our future growth depends on our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets.

A major part of our organic growth strategy consists of developing new products and services, as well as entering into new markets with such new or existing products and services. Such organic growth entails significant risks, including, but not limited to, shortages of skilled labor, unforeseen technological problems, and unanticipated cost increases. Such risks, in addition to potential difficulties in complying with applicable regulations, could lead to significant cost increases and substantial delays in deploying our organic growth strategy. Also, our new products and services, as well as our existing products and services in new markets, may not be accepted or utilized by customers as rapidly as contemplated in our organic growth strategy and targets, or at all. Accordingly, there can be no assurance that we will be able to achieve our growth targets by successfully implementing this strategy.

36

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The time and expense associated with switching from our competitors’ software and services to ours may limit our growth.

The costs for our customers to switch from our competitors’ software and services to ours can be significant and the process can take 12 to 18 months, or longer, to complete. As a result, potential customers may decide that it is not worth the time and expense to begin using our solutions, software and services, even if we offer competitive and economic advantages. If we are unable to convince these customers to switch to our solutions, software and services, our ability to increase market share will be limited and could harm our revenues and operating results.

Our operating results may be subject to volatility as a result of exposure to interest rate variability and foreign currency exchange risks.

We derive a significant portion of our revenues, and incur a significant portion of our costs, in currencies other than the U.S. dollar, mainly the Euro. In our financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. These translations resulted in a net foreign currency translation (loss) gain comprehensive income adjustment, net of income tax, of $(78.1) million, $(163.9) million and $278.7 million for the 2023, 2022 and 2021 fiscal years, respectively, which are recorded as a component of accumulated other comprehensive loss in the consolidated statement of stockholders’ equity (deficit). Ongoing global economic conditions, including trade disputes, sovereign debt levels, Russian actions in Ukraine, the Israel-Hamas war, the relationship between China and Taiwan and other geopolitical events, have impacted currency exchange rates.

Exchange rates between most of the major foreign currencies we use to transact our business and the U.S. dollar have fluctuated significantly over the last few years, and we expect that they will continue to fluctuate. A significant portion of our revenues and costs are denominated in Euros, Pound Sterling, Swiss francs, Canadian dollars and other foreign currencies. For more information relating to our foreign exchange rates, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

During our 2023 fiscal year, as compared to our 2022 fiscal year, the U.S. dollar strengthened versus the Euro by 10.4% and strengthened versus the Pound Sterling by 11.7%, respectively, which on a net basis increased revenues and expenses for our 2023 fiscal year. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact our business would have resulted in a decrease or increase, as the case may be, to our revenues of $45.1 million during our 2023 fiscal year. The economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector, uncertainty over the future of the Eurozone and volatility in the value of the Pound Sterling and the Euro.

In the normal course of business, we are exposed to variability in foreign currency exchange rates. We use derivatives to mitigate risks associated with this variability. Further fluctuations in exchange rates against the U.S. dollar could decrease our revenues and associated profits and, therefore, harm our future operating results. For more information relating to our derivative financial instruments, see Note 12, “Derivative Financial Instruments,” of our accompanying consolidated financial statements appearing elsewhere in this prospectus.

Our operating results may vary widely from period to period due to the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors.

Our contracts with customers generally require time-consuming authorization procedures by the customer, which can result in additional delays between when we incur development costs and when we begin generating revenues from those software or service offerings. In addition, we incur significant operating expenses while we are researching and designing new software and related services, and we typically do not receive corresponding payments in those same periods. As a result, the number of new software and service offerings that we are able to implement, successfully or otherwise, can cause significant variations in our cash flow from operations, and we

37

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

may experience a decrease in our net income as we incur the expenses necessary to develop and design new software and services. Accordingly, our quarterly and annual revenues and operating results may fluctuate significantly from period to period.

Our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher revenues during the third quarter and fourth quarter as compared to the first quarter and second quarter during each fiscal year. This seasonality is caused primarily by more days of inclement weather during the third quarter and fourth quarter in most of our markets, which contributes to a greater number of vehicle accidents and damage during these periods. In addition, our business is subject to fluctuations caused by other factors, including the occurrence of extraordinary weather events and the timing of certain public holidays.

We anticipate that our revenues will continue to be subject to seasonality and therefore our financial results will vary from period to period. However, actual results from operations may or may not follow these normal seasonal patterns in a given year leading to performance that is not in alignment with expectations.

We sell a variety of hardware solutions that are required to enable our Omnitracs software services. Our hardware sourcing, assembly and other operations employ a wide variety of components, raw materials and other commodities. Prices for and availability of these devices, components, raw materials and other commodities have fluctuated significantly in the past. Any sustained interruption in the supply of these items could adversely affect our business. Specifically, as a result of the ongoing global semiconductor chip shortage and the subsequent production disruptions globally, we have experienced, and expect to continue experiencing, adverse impacts on our Omnitracs hardware as well as our Spireon / LoJack hardware.

If we cannot adjust our manufacturing capacity or the inventory purchases required to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain devices, materials, components and services could cause production interruptions, delays and inefficiencies. We purchase materials, components and equipment from third parties for use in our manufacturing operations. Our income could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers may extend lead times, limit supplies or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase and/or we may breach our contractual commitments and incur liabilities. Conversely, in order to secure supplies for the production of products, we sometimes enter into non-cancelable purchase commitments with vendors, which could impact our ability to adjust our inventory to reflect declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges and our profitability may suffer.

We also may experience variations in our earnings due to other factors beyond our control, such as:

• the introduction of new software or services by our competitors;

• customer acceptance of new software or services;

• the volume of usage of our offerings by existing customers;

• variations of vehicle accident rates due to factors such as changes in fuel prices, number of miles driven or new vehicle purchases and their impact on vehicle usage;

• the volume of new and used vehicles sold;

• competitive conditions, or changes in competitive conditions, in our industry generally;

• prolonged system failures during which time customers cannot submit or process transactions; or

• prolonged interruptions in our access to third-party data incorporated in our software and services.

38

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We may also incur significant or unanticipated expenses when contracts expire, are terminated or are not renewed. Any of these events could harm our business, financial condition and results of operations.

Our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional based-products and services. If the number of such subscriptions or the volume of such transactions is not maintained or diminishes, or if our business model changes as the industry evolves, our operating results may be adversely affected.

Our business model is dependent, in part, on our ability to maintain and grow our recurring stream of revenues from the sale of software subscriptions and our highly re-occurring transaction-based products and services. Existing and future customers may not purchase software subscriptions or other highly re-occurring transaction-based products and services at the same rate at which customers currently purchase those subscriptions and other transaction-based products and services. If our existing and future customers purchase lower volumes of our software subscriptions and other transaction-based products and services, or if the volume of transactions driving demand for our highly re-occurring transaction-based products and services diminishes, our recurring revenue from software subscriptions and/or highly re-occurring transaction-based products and services relative to our total revenues would be reduced and our operating results would be adversely affected.

We are currently making, and anticipate making additional, strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector.

We have invested, and expect to continue to invest, significant management attention and financial resources to develop, integrate and implement new business strategies, products, services, features, applications and functionality. Such endeavors may involve significant risks and uncertainties, including distraction of management from current core operations, insufficient revenues to offset liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, and unanticipated issues or problems that arise during our implementation of such strategies and offerings. Because these new endeavors are inherently risky, our business strategies and product and service offerings may not be successful and may adversely affect our business, financial condition and results of operations.

Some of our strategies and offerings may be outside the insurance claims industry (such as our dealership and fleet businesses), may be outside of the automotive sector (such as our digital identity business, our property claims business, our payment processing solutions and our other property-related businesses), or may be consumer-based. We have limited historical experience directly serving consumers or customers outside of the automotive sector and our products and services may not be accepted or widely utilized by such consumers or customers. These offerings may also subject us to new or additional laws and regulations (including those relating to consumer protection and federal, state and local consumer lending activities) and may lead to increased legal and regulatory compliance, risk and liability.

We have a large amount of goodwill and other intangible assets as a result of acquisitions. Our earnings will be harmed if we suffer an impairment of our goodwill or other intangible assets.

We have a large amount of goodwill and other intangible assets and are required to perform an annual, or in certain situations a more frequent, assessment for possible impairment for accounting purposes. At March 31, 2023, we had goodwill and other intangible assets of $8.3 billion, or approximately 85.5% of our total assets. If we do not achieve our planned operating results or other factors impair these assets, we may be required to incur additional impairment charges. Any impairment charges in the future will adversely affect our results of operations.

We recorded impairments of certain definite-lived intangible assets of $4.8 million and $0.1 million for our 2023 and 2022 fiscal years, respectively. As part of the annual goodwill and indefinite-lived intangible asset impairment assessments for our 2023 fiscal year, management concluded that the fair value of all its reporting

39

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

units with goodwill exceeded their respective carrying values. See Note 2, “Summary of Significant Accounting Policies,” and Note 4, “Intangible Assets and Goodwill,” to the accompanying consolidated financial statements for additional information regarding our goodwill and indefinite-lived intangible asset impairments.

We use and may continue to use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have incorporated, and may continue to incorporate AI solutions into our platform, offerings, services, and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, or if the use of AI results in, or is alleged to have resulted in, the infringement of the intellectual property of third parties, our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI-powered solutions, will depend on our implementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures governing the use of AI in our business.

New laws and regulations, or the interpretation of existing laws and regulations, in any of the jurisdictions we operate in may affect the use of our AI-powered solutions and expose us to government enforcement or civil suits. For example, in Europe, on December 8, 2023, the Council of the E.U., European Parliament and European Commission reached provisional agreement on a revised draft of the AI Act which is currently expected to be enacted in early 2024. The current draft of the AI Act, if enacted, would establish a risk-based governance framework for regulating high-risk AI systems operating in the E.U. market. This framework would categorize AI systems based on the risks associated with such AI systems’ intended purposes as creating “unacceptable,” “high”,” “limited” or “minimal” risks. While the AI Act has not been enacted or enforced, there is a risk that our current or future AI-powered solutions or software may be categorized as “high” risk or “limited” risk, obligating us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability or adversely affect our business. For example, “high” risk AI systems are required, amongst other things, to implement and maintain certain risk and quality management systems, conduct certain conformity and risk assessments, use appropriate data governance and management practices, including in development and training, and meet certain standards related to testing, technical robustness, transparency, human oversight and cybersecurity. Even if our AI systems are not categorized as “high” risk we may be subject to additional transparency and other obligations for “limited” or “minimal” risk AI system providers. The AI Act sets forth certain penalties, including fines of up to the greater of EUR 35 million or 7% of worldwide annual turnover (as defined in the AI Act) for the prior year for violations related to offering prohibited AI systems or data governance, fines of up to the greater of EUR 15 million or 3% of worldwide annual turnover for the prior year for violations related to the requirements for “high” risk AI systems, and fines of up to the greater of EUR 7.5 million or 1.5% of worldwide annual turnover for the prior year for violations related to supplying incorrect, incomplete or misleading information to the E.U. and member state authorities. If enacted in this form or a similar form, this regulatory framework is expected to have a material impact on the way AI is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability

40

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, financial condition and results of operations. As the legal and regulatory framework encompassing AI matures, it may result in increases in our operational and development expenses that impact our ability to earn revenue from or utilize any AI-powered solutions.

In addition, any material created by us using any generative AI tools may not be subject to intellectual property protection which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such material. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, the outcome of any one of which may, amongst other things, require us to limit the ways in which we use AI in our business and may affect our ability to develop our AI-powered solutions and services. While AI-related lawsuits to date have generally focused on the AI service providers themselves, our use of any output produced by any generative AI tools may expose us to claims, increasing our risk of liability. For example, the output produced by generative AI tools may include information subject to certain rights of publicity or privacy laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business or operations. In addition, the use of AI has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of users of AI-powered solutions and services. To the extent that we do not have sufficient rights to use the data or other material used in or produced by the generative AI tools used in our business, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

We may engage in acquisitions, joint ventures, dispositions or similar transactions that could disrupt our operations, cause us to incur substantial expenses, result in dilution to our stockholders and harm our business or results of operations.

Our growth is dependent upon market growth and our ability to enhance our existing products and introduce new products on a timely basis. We have addressed and will continue to address the need to introduce new products both through internal development and through acquisitions of other companies and technologies that would complement or extend our business or enhance our technological capability. We have historically been a highly acquisitive company.

For example, in June 2021, we acquired Omnitracs and DealerSocket, and in March 2022, we acquired Spireon. In connection with these acquisitions and potential acquisitions, we have expanded our solution offerings, integrating new leadership teams, and integrating additional systems and businesses into our existing platforms. While the majority of the expected benefits and synergies of these transactions are being realized, we may not efficiently or, on our scheduled timelines, complete and fully integrate the acquisitions, and we may not recognize the remaining expected benefits and synergies of these transactions.

We have in the past augmented the growth of our business with a number of acquisitions, investments and strategic relationships, including Spireon, Omnitracs and DealerSocket, and we anticipate that we will continue to acquire appropriate businesses, solutions and services in the future, including through the formation of strategic relationships. This strategy depends on our ability to identify, negotiate and finance suitable acquisitions. If we are unable to acquire suitable acquisition candidates, our growth plans may be diminished or frustrated.

41

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our ability to realize the anticipated benefits of our acquisitions will depend, to a varying extent, on our ability to continue to expand the acquired business’ products and services and integrate them with our products and services. Our management will be required to devote significant attention and resources to these efforts, including the ongoing integration of Spireon, DealerSocket and Omnitracs, which may disrupt our core business, the acquired businesses or both and, if executed ineffectively, could preclude realization of the full benefits we expect. Failure to realize the anticipated benefits of our acquisitions could cause an interruption of, or a loss of momentum in, the operations of the acquired businesses. In addition, the efforts required to realize the benefits of our acquisitions may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and the diversion of management’s attention. These acquisitions, investments and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and our financial statements:

• any business, technology, service or product that we acquire or invest in could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably;

• adverse effects on existing customer or supplier relationships, such as cancellation of orders or the loss of key customers or suppliers;

• difficulties in integrating or retaining key employees and customers of any acquired company;

• difficulties in integrating the operations of any acquired company, such as information technology resources, and financial and operational data;

• failure to achieve anticipated cost savings or other synergies;

• entering geographic or product and services markets in which we have no or limited prior experience;

• difficulties in assimilating product lines or integrating technologies of any acquired company into our products;

• disruptions to our operations;

• diversion of our management’s attention and increased demands on our financial and internal control systems that we are unable to effectively address;

• potential incompatibility of business cultures which may exacerbate employee retention difficulties;

• potential dilution to existing stockholders if we issue shares of common stock or other securities as consideration in an acquisition or if we issue any such securities to finance acquisitions;

• prohibitions against completing acquisitions as a result of regulatory restrictions or disruptions in connection with regulatory investigations of completed acquisitions;

• limitations on the use of net operating losses or tax benefits;

• our financial results could differ from our or our investors’ expectations in any given period or over the long-term, and pre-closing and post-closing earnings charges could adversely impact operating results in any given period;

• potential for unpredictable financial results due to post-closing financial arrangements, such as purchase-price adjustments, earn-out obligations and indemnification obligations;

• negative market perception, which could negatively affect the price of our notes or senior debt;

• the incurrence of significant debt, which could result in increased borrowing costs and interest expense and diminish our future access to the capital markets;

• the assumption of debt and other liabilities, both known and unknown, including internal control deficiencies or exposure to regulatory sanctions; and

• additional expenses associated with the amortization of intangible assets or impairment charges related to purchased intangibles and goodwill, or write-offs, if any, recorded as a result of the acquisition.

42

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Many of these factors will be outside of our control, and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy.

Our merger and acquisition activities are subject to antitrust and competition laws, which laws could impact our ability to pursue strategic transactions. If we were found to violate antitrust and competition laws, we would be subject to various remedies, including divestiture of the acquired businesses.

We participate in joint ventures in some countries and may participate in future joint ventures. Our partners in these ventures may have interests and goals that are inconsistent with or different from ours, which could result in the joint venture taking actions that negatively impact our growth in the local market and consequently harm our business or financial condition. If we are unable to find suitable partners or if suitable partners are unwilling to enter into joint ventures with us, our growth into new geographic markets may slow, which would harm our results of operations.

Additionally, we may finance future acquisitions, and/or additional joint ventures with cash from operations, additional indebtedness and/or the issuance of additional securities, any of which may impair the operation of our business or present additional risks, such as reduced liquidity, or increased interest expense. We may also seek to restructure our business in the future by disposing of certain of our assets, which may harm our future operating results, divert significant managerial attention from our operations and/or require us to accept non-cash consideration, the market value of which may fluctuate.

Failure to implement our acquisition strategy, including successfully integrating acquired businesses, could have an adverse effect on our business, financial condition and results of operations.

We may incur significant restructuring charges in future periods, which would harm our operating results and cash position or increase debt.

We incurred restructuring charges and other costs associated with exit and disposal activities of $6.7 million, $16.1 million and $20.3 million during our 2023, 2022 and 2021 fiscal years, respectively. These charges consist primarily of relocation and termination benefits paid or to be paid to employees, lease obligations associated with vacated facilities and other costs incurred related to our restructuring initiatives.

We regularly evaluate our existing operations and capacity, and we expect to incur additional restructuring charges as a result of future personnel reductions, related restructuring, and productivity and technology enhancements, which could exceed the levels of our historical charges. In addition, we may incur certain unforeseen costs as existing or future restructuring activities are implemented, which may include global resourcing strategies involving the migration of certain employees or employment positions to other regions. These restructuring activities and our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) could reduce our available talent, assets and other resources and could slow improvements in our products, services and solutions, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any of these potential charges could harm our operating results and significantly reduce our cash position.

Our actual results of operations may differ materially from the unaudited pro forma financial data included in this prospectus.

The unaudited pro forma financial data included in this prospectus are not necessarily indicative of what our actual results of operations would have been for our 2023 fiscal year or for the     months ended    ,    , nor are they necessarily indicative of results of operations for any future period. The unaudited pro

43

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

forma financial data have been derived from our audited and unaudited financial statements and reflect assumptions and adjustments that are based upon estimates that are subject to change.

Errors in our contracts with our customers could render them unenforceable or ineligible for sale, and if we have already sold contracts that contain errors, we could be required to repurchase them.

We have entered into retail installment contracts, consumer loan contracts, purchase agreements, buyer’s orders and other contracts with our customers that were generated using automated technology using information the customer entered into our Solera Auto Finance products or software. These contracts are intended to comply with the applicable consumer lending, disclosure and other commercial and legal requirements of the relevant jurisdictions. We face the risk, however, that the auto-generated forms may inadvertently contain errors or omissions or otherwise fail to comply with applicable legal requirements in a manner that would render such contracts unenforceable in accordance with their terms. For example, most jurisdictions impose a maximum interest rate that we can charge to consumers. If we exceed the relevant interest rate cap, the financing contracts that exceed the cap in such jurisdiction may be unenforceable, and in some instances, we may be required to pay damages or repay amounts that were previously collected. If a significant number of our financing contracts are rendered unenforceable, our financial condition and results of operations may be adversely affected.

We rely on our proprietary credit scoring model to forecast automotive finance receivable loss rates. If we are unable to effectively forecast loss rates, it may negatively impact our operating results.

We rely on our internally developed models, which are based on our proprietary data and guidelines as well as data and guidelines sourced from third parties, to forecast loss rates of the automotive finance receivables we originate. If we rely on a model that fails, or the underlying data fails, to effectively forecast loss rates on the finance receivables we originate, those receivables may suffer higher losses than expected. As a result, our business, results of operations, and financial condition may be adversely affected.

Risks Related to our Indebtedness

We require a significant amount of cash to service our indebtedness, which reduces the cash available to finance our organic growth, make strategic acquisitions and enter into alliances and joint ventures; the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in certain activities.

We have a substantial amount of indebtedness, which requires significant interest and principal payments. For our 2023, 2022 and 2021 fiscal years, our cash debt service requirements were an aggregate of $702.8 million, $427.7 million and $333.2 million, respectively. Of our cash debt service requirements, $52.8 million, $26.3 million and $24.9 million, respectively, related to the payment of principal, and $650.0 million, $401.4 million and $308.3 million, respectively, related to the payment of interest, with respect to our 2023, 2022 and 2021 fiscal years, respectively. Our cash flows from operations, inclusive of the interest payments described above, amounted to $810.3 million, $609.6 million and $549.5 million for our 2023, 2022 and 2021 fiscal years, respectively. Cash payments to service our debt represented approximately 87%, 70% and 61% of our cash flows from operations (before giving effect to the interest payments) for our 2023, 2022 and 2021 fiscal years, respectively. After giving effect to this offering and the use of proceeds therefrom described elsewhere in this prospectus, we expect our annual cash debt service requirements to be an aggregate of approximately $    million, of which $    million will relate to principal payments and $    million will relate to interest payments, the deductibility of which will be subject to certain limitations under applicable tax laws. The above discussion includes the additional borrowings in aggregate principal amount of $300.0 million in connection with the Spireon Acquisition. As of March 31, 2023, we had up to an additional $75.5 million available for borrowing under our Revolving Credit Facility, subject to certain limitations. As of    , 2024, our indebtedness, including current maturities, was $    billion, which consists of €    billion outstanding on our first lien Euro term loan facility, $    billion outstanding on our first lien U.S. dollar term

44

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

loan facility, £    million outstanding on our first lien British pounds sterling term loan facility and $    billion outstanding on our Second Lien Term Loan Facility with $    million of outstanding borrowings drawn against our $500 million super priority Revolving Credit Facility. Additionally, we have $    million of undrawn letters of credit against our $500 million super priority Revolving Credit Facility capacity.

Our substantial amount of indebtedness could have important consequences, including:

• continuing to require us to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available for operations and any future business opportunities;

• limiting our ability to implement our business strategy;

• limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

• placing us at a competitive disadvantage compared to our competitors that have less indebtedness;

• increasing our vulnerability to adverse general economic or industry conditions;

• making it more difficult to pursue strategic acquisitions, joint ventures, alliances and collaborations;

• exposing us to potential increases in our debt service obligations and corresponding reductions in net income and cash flows as a result of higher interest rates in connection with our variable rate Credit Facilities, even if the amounts borrowed remain the same; and

• limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

The credit parties under the Revolving Credit Facility are also subject to a springing financial maintenance covenant capping their First Lien Leverage Ratio (as defined therein) to 7.00 to 1.00 when the financial maintenance covenant is in effect. The operating and financial covenants and restrictions in the Credit Agreements governing the Credit Facilities, and any other debt that we incur in the future, may adversely affect our ability to finance our future operations or capital needs or engage in other business activities. These agreements restrict, subject to certain important exceptions and qualifications, our ability to, among other things:

• incur additional indebtedness or guarantee indebtedness;

• pay dividends or make distributions or make certain other restricted payments;

• make certain investments;

• create liens on our or our guarantors’ assets;

• sell assets;

• enter into transactions with affiliates;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• designate our subsidiaries as unrestricted subsidiaries; and

• enter into mergers or consolidations or sell all or substantially all of our assets.

A breach of such covenants or restrictions could result in an event of default under the applicable indebtedness. Such a default may (i) allow creditors to accelerate the related debt; (ii) permit the lenders under our Credit Agreements to terminate their commitments to extend credit to us; or (iii) if we are unable to repay the amounts due and payable under our Credit Agreements, allow the lenders to proceed against the collateral granted to them.

45

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Pursuant to agreements entered into prior to our acquisition of the Claims Services business from Automatic Data Processing, Inc., the non-controlling stockholders of certain of our majority-owned subsidiaries have the right to require us to redeem their shares at the then fair market value. For financial statement reporting purposes, the estimated fair market value of these redeemable noncontrolling interests was $140.9 million at March 31, 2023.

Certain of the interest rates under the Credit Agreements are based partly on the Secured Overnight Financing Rate (“SOFR”). If the method for calculation of SOFR changes, if SOFR is no longer available, or if lenders have increased costs due to changes in SOFR, we may suffer from potential increases in interest rates on our borrowings.

Our ability to service all of our indebtedness depends on many factors beyond our control, and if we cannot generate enough cash to service our indebtedness, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Cash flows from operations are the principal source of funding for us. Our business may not generate cash flow from operations in an amount sufficient to fund our liquidity needs. If our cash flows are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital and credit markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations and limit our financial flexibility. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all. In addition, the terms of existing or future debt agreements, including the Credit Agreements, may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful or may be insufficient and, as a result, our liquidity and financial condition could be adversely affected and we may not be able to meet our scheduled debt service obligations.

Risks Related to Intellectual Property and Technology

Our industry is subject to rapid technological changes, and if we fail to keep pace with these changes or our present or future product offerings are diminished or made obsolete in the marketplace, our market share and revenues will decline.

Our industry is characterized by rapidly changing technology, evolving industry standards and frequent introductions of, and enhancements to, existing software and services, all with an underlying pressure to reduce cost. Industry changes could render our present or future product offerings (including, but not limited to, our risk and asset management platform) less attractive or obsolete, and we may be unable to make the necessary adjustments to our present or future product offerings at a competitive cost, or at all. We also incur substantial expenses in researching, developing, designing, purchasing, licensing and marketing new software and services. The development or adaptation of these new technologies and products (such as Omnitracs One, a new fleet management platform) may result in unanticipated expenditures and capital costs that would not be recovered in the event that such new technologies or products are unsuccessful. The research, development, production and marketing of new software and services are also subject to changing market requirements, access to and rights to use third-party data, the satisfaction of applicable regulatory requirements and customers’ approval procedures and other factors, each of which could prevent us from successfully marketing any new software and services or responding to competing technologies. The success of new software in our industry also often depends on the ability to be first to market, and our failure to be first to market with any particular product offering could limit our ability to recover the development expenses associated with such product. If we cannot develop or acquire new technologies, software and services or any of our existing or anticipated future product offerings (including,

46

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

but not limited to, our risk and asset management platform) are diminished in value, made less attractive or rendered obsolete by technological changes or present or future competitive products and services in the marketplace, our revenues and income could decline and we may lose market share to our established or new competitors, which would impact our future operations and financial results.

Our software, services and solutions rely on information generated by third parties and communication services vendors and any interruption of our access to such information or disruption of service from such communication services vendors could materially harm our operating results.

We believe that our success depends significantly on our ability to provide our customers access to data from many different sources. For example, a substantial portion of the data used in our repair estimating software is derived from parts and repair data provided by, among others, business process outsourcing, aftermarket parts suppliers, data aggregators, automobile dealerships, government organizations and vehicle repair facilities. We obtain much of our data about vehicle parts and components and collision repair labor and costs through license agreements with OEMs, automobile dealers, and other providers; and we obtain much of our data in our vehicle validation database and motor violation database from government organizations. Autovista, one of our primary competitors in Europe, provides us with valuation and paint data for use in our European markets pursuant to a similar arrangement. In some cases, the data included in our products and services is licensed from sole-source suppliers. Mitchell International, one of our primary competitors in the U.S., has historically provided us with vehicle glass data for use in our U.S. markets pursuant to a vehicle data license agreement. Many of the license agreements through which we obtain data are for terms of one year and may be terminated without cost to the provider on short notice. Additionally, such licenses or other grants of rights may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us.

If one or more of our licenses are terminated or if we are unable to renew one or more of these licenses on favorable terms or at all, we may be unable to access the information (in the case of information licensed from sole-service suppliers) or unable to access alternative data sources that would provide comparable information without incurring substantial additional costs. Some data sources have indicated to us that they intend to materially increase the licensing costs for their data, which may affect our margins on our products and services. While we do not believe that our access to many of the individual sources of data is material to our operations, prolonged industry-wide price increases or reductions in data availability could make receiving certain data more difficult and could result in significant cost increases, which could materially harm our operating results.

Some of the information and data required for our products and services is accessed through the products and services of third parties, especially in regard to our dealership businesses, which rely heavily on access to data and information through dealership management systems provided by CDK Global, Inc., the Reynolds and Reynolds Company and Cox Automotive, Inc. If our access to such data and information is reduced or terminated, our dealership products and services may be adversely affected, which may lead to reduced usage by our customers and lower resulting revenue.

With respect to our fleet businesses, our solutions rely on a variety of communication services vendors to support the delivery of key functionality including global position system (“GPS”) coordinates/location, time and data connectivity between the truck and both our and the client’s back office systems. These communication vendors include terrestrial wireless communication providers, satellite providers, as well as GPS satellite systems. These systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. In addition, software updates to GPS satellites and ground control segments, and infrequent known events such as GPS week number rollover, have and may adversely affect our products and customers. Any disruption of service from these critical communication network vendors can disrupt service to the client and potentially result in service credits, customer losses or reduced revenue and profitability. In addition, as communication networks evolve to newer and more advanced communication standards and retire legacy systems, clients are responsible for upgrading their hardware solutions in order to maintain services.

47

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Third parties may claim that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights, and we could be prevented from selling our software or suffer significant litigation expenses even if these claims have no merit.

Our competitive position is driven, in part, by our ability to develop and commercialize our intellectual property and other proprietary rights without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. Third parties, however, may claim that our, or our licensors’, software, products or technology, including claims data or other data, which we obtain from other parties, are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights. We, or our licensors, may also develop software, products or technology, unaware of pending patent applications of others, which software products or technology may infringe a third-party patent once that patent is issued. In addition, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products or withdraw products from the market.

It may be necessary for us to initiate administrative proceedings or other litigation in order to determine the scope, enforceability or validity of third-party intellectual property or proprietary rights. We may also decide to settle or otherwise resolve such proceedings or litigation on terms that are unfavorable to us. Any claims of intellectual property infringement, misappropriation or other violation, whether with or without merit, could be costly and time-consuming to defend and could divert our management and key personnel from operating our business. In addition, if any third party has a meritorious or successful claim that we are infringing, misappropriating or otherwise violating its intellectual property rights, we may be forced to change our software or enter into licensing arrangements with third parties, which may be costly or impractical. These claims may also require us to stop selling our software and/or services as currently designed, which could harm our competitive position. We also may be subject to significant damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent or other intellectual property right, or injunctions that prevent the further development and sale of certain of our software or services and may result in a material loss in revenue. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. We also may be required to indemnify our clients if they become subject to third-party claims relating to the infringement, misappropriation or other violation of a third party’s intellectual property rights that we license or otherwise provide to them, which could be costly. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

We may be unable to obtain, maintain, enforce, defend and otherwise protect our intellectual property or other proprietary rights, which would harm our business, financial condition and results of operations.

We rely on a combination of trade secrets, copyrights, know-how, trademarks, patents, license agreements and contractual provisions, as well as internal procedures, to establish and protect our intellectual property and other proprietary rights, and we regard the development and protection of such rights, including with respect to our AI-powered solutions and services, as important to our success. The steps we have taken and will take to protect our intellectual property and proprietary rights may not afford complete protection against or deter infringement, duplication, misappropriation or violation of our intellectual property or other proprietary rights by third parties. In addition, any of the intellectual property we own or license from third parties may be challenged, invalidated, circumvented or rendered unenforceable, or may not be of sufficient scope or strength to provide us with any meaningful information. Furthermore, because of the differences in foreign patent, trademark and other laws concerning proprietary rights, our software and other intellectual property rights may not receive the same degree of protection in foreign countries as they would in the U.S., if at all. We also may be unable to protect our rights in trade secrets and unpatented proprietary technology in these countries.

48

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We may, over time, increase our investment in protecting our intellectual property rights through additional trademark, patent, copyright and other intellectual property filings, which could be expensive and time-consuming. We may not be able to obtain registered intellectual property protection for our products and even if we are successful in obtaining effective patent, trademark, trade secret and copyright protection, it is expensive to maintain these rights in terms of application and maintenance costs, and the time and costs required to defend our rights could be substantial. Moreover, our failure to develop and properly manage new intellectual property rights could hurt our market position and business opportunities. Moreover, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. If we are unable to adequately protect our intellectual property rights and other proprietary rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and use products and technologies that are substantially the same as ours to compete with us without incurring the development and licensing costs that we have incurred.

While it is our policy to require our employees, contractors and other parties with whom we conduct business who may be involved in the conception or development of intellectual property for us to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. Additionally any such assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.

Third parties, including competitors, may infringe, misappropriate or otherwise violate our intellectual property or other proprietary rights and we may not have adequate resources to enforce our intellectual property rights. We may be unable to prevent the misappropriation or disclosure of our proprietary information or deter independent development of similar technologies by others, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and services. Furthermore, pursuing infringers of our intellectual property could result in significant monetary costs and diversion of management resources, and any failure to pursue or successfully litigate claims against infringers or otherwise enforce our intellectual property rights could result in competitors using our technology and offering similar products and services, potentially resulting in loss of our competitive advantage and decreased revenues. Enforcement of our intellectual property rights may be difficult and may require considerable resources. Any of the foregoing may materially and adversely affect our business, financial condition and results of operation.

Some of our products utilize software and technology licensed by third parties. If we fail to comply with our obligations under license or technology agreements with such third parties, we may be required to pay damages and we could lose license rights that are critical to our business, the loss of which could negatively affect our business.

We license certain third-party software and technology underlying some of our software that is important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology. Such third-party software and technology may not be appropriately supported, maintained or enhanced by the licensors, resulting in development delays and product incompatibilities or harming availability of our products and services. In addition, the third-party software and technology we rely upon may not continue to be available to us on commercially reasonable terms, or at all. Some software licenses are subject to annual renewals at the discretion of the licensors. In addition, in some cases, if we were to breach a provision of these license agreements or fail to comply with any of the obligations under these license agreements, the licensor could terminate the agreement, and we may be required to pay damages and our right to use such software or technology immediately. The loss of the right to use any such third-party software or technology, or any disruptions, changes in pricing or failure of our licensors to meet our requirements or standards under our agreements with such third parties, could cause us to lose valuable rights, impair the availability of our products, inhibit our ability to commercialize future products and services, result in increased costs or cause delays in software releases or updates, until such issues have been resolved, any one of which may materially and adversely affect our business, financial condition and results of operation.

49

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.

Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our intellectual property rights. Monitoring unauthorized use of our intellectual property rights is difficult and costly. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property rights. However, the steps we have taken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property rights. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our products and services.

Protecting our intellectual property is a challenge, especially after our employees or our contractors end their relationships with us, and, in some cases, decide to work for our competitors. Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our products and services, and strictly prohibit reverse engineering. However, reverse engineering of our software and data or the theft or misuse of our proprietary information could still occur by employees or other third parties who have access to our technology. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without our knowledge or adequate remedies. Additionally, on January 5, 2023, the U.S. Federal Trade Commission (“FTC”) issued a notice of proposed rulemaking that would prohibit employers from using non-compete agreements. If enacted, the FTC’s proposed rule would prohibit employers like us from implementing non-compete agreements with our personnel. In such event, we would be unable to prevent our current employees and other personnel formerly employed by us from competing with us, potentially resulting in the loss of some of our business.

We may in the future become involved in lawsuits to protect or enforce our intellectual property rights. An adverse result in any litigation proceeding could harm our business. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology or products at issue on grounds that our intellectual property rights do not cover the technology or products in question. Further, in such proceedings, the defendant could counterclaim that our intellectual property rights are invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. The outcome in any such lawsuits is unpredictable. Even if resolved in our favor, such lawsuits may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. We may not have sufficient financial or other resources to conduct any such litigation or proceedings adequately, and some of our counterparties may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Any claims successfully brought against us could subject us to significant liability for damages and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which could increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial effect on the price of our common stock. Moreover, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

50

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be harmed.

We rely on our brands to distinguish our products and services from the products and services of our competitors, and have registered or applied to register trademarks covering many of these brands. We cannot assure you that our trademark applications will be approved. If we apply to register trademarks in the U.S. and other countries, our applications may not be allowed for registration in a timely fashion or at all, and our registered trademarks may not be enforced. Third parties may also oppose our trademark applications, and the registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks or our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition. Similarly, not every variation of a domain name may be available or be registered, even if available. The occurrence of any of these events could result in the erosion of our brands and limit our ability to market our brands using our various domain names, as well as impede our ability to effectively compete against competitors with similar technologies, any of which could materially adversely affect our business, financial condition and results of operations.

Opposition or cancellation proceedings may in the future be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. Moreover, third parties may file first for our trademarks in certain countries. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies, products or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

Some of our products utilize open source software, which may pose particular risks to our proprietary software and products, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business, financial condition and results of operation.

Some of our products include software covered by open source licenses and we anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide, or distribute the products or services related to, the open source software subject to those licenses. Although we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or be claimed to have occurred, in part because open source license terms are often ambiguous and there is a risk that our use of open source software licensed pursuant to such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market and make available our product and services. For example, by the terms of certain open source licenses, if we combined our proprietary software with the open source software in a certain manner, we could be required to release the source code of our proprietary software to licensees and make our proprietary software available for free under such open source licenses or be sued for copyright infringement by the open source software owner. As a result, these claims could result in

51

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

litigation and we could be required to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless or until we can re-engineer all or a portion of our proprietary software that avoids infringement or publicly release the source code for our software or otherwise be limited in the licensing of our technologies, any of which could reduce or eliminate the value of our technologies, services and products. Any reengineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to open source license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide updates, warranties, support, indemnities, assurances of title, controls on origin of the software or other contractual protection regarding infringement claims or the quality of the code, including with respect to security vulnerabilities. Moreover, some open source projects have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability. In addition, open source license terms may be ambiguous and many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect our business. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Further, our use of any AI-powered solutions that use or incorporate any open source software may heighten any of the foregoing risks. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.

We also rely upon unpatented proprietary information and other trade secrets to protect intellectual property that may not be registrable, or that we believe is best protected by means that do not require public disclosure, including our AI-powered software and services. While it is our policy to enter into confidentiality agreements with employees and third parties to protect our proprietary expertise and other trade secrets, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information or trade secrets and, even if entered into, these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. In addition, these agreements may be breached and such parties may disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. Trade secrets and know-how can be difficult to protect as trade secrets and know-how will over time be disseminated within the industry through the movement of personnel skilled in the art from company to company. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position would be materially and adversely harmed.

Risks Related to Laws, Regulations and Legal Proceedings

We are subject to risks associated with our international business activities.

For our 2023 and 2022 fiscal years, we generated approximately 38.2% and 41.8% of our revenues, respectively, outside of the U.S. Our software, services and solutions are currently utilized in over 120

52

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

countries, and we have numerous offices across many countries. As such, our business is subject to numerous risks inherent in international business operations. Among others, these risks include:

• unexpected or unfavorable changes in foreign laws, regulatory requirements and related interpretations;

• fluctuations in currency exchange rates and restrictions on the repatriation of capital;

• operational difficulties (or relating risks and reputational harm) from operating in countries with a high corruption perception index;

• complex, evolving and differing data protection and data privacy laws and regulations;

• difficulties in staffing and labor relations, including works councils, labor unions and immigration laws and foreign operations;

• difficulties in recruiting and maintaining sales and implementation partners in markets in which we do not have a significant reach;

• the complexity of managing competing and overlapping tax regimes;

• tariffs and trade barriers;

• differing import and export licensing requirements;

• difficulty conducting business in a country or region due to international economic sanctions regulations or action by the European Union (“E.U.”), the U.S., or other governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities;

• the burdens and costs of complying with a wide variety of foreign laws and legal standards, including the General Data Protection Regulation (“GDPR”) in the E.U.;

• limited protection for intellectual property rights in some countries;

• difficulties obtaining, maintaining, enforcing, defending or otherwise protecting intellectual property and other proprietary rights and contractual rights in certain jurisdictions;

• political and economic instability, outbreaks of hostilities (including, but not limited to, Russian actions in Ukraine, the Israel-Hamas war, the relationship between China and Taiwan and ongoing trade disputes between the United States and China), international embargos, sanctions, boycotts, possible terrorist attacks and pandemic disease;

• exposure to possible expropriation or other governmental actions;

• difficulties of coordinating our activities across over 120 different countries; and

• longer accounts receivable payment cycles or bad debt.

Furthermore, our business strategy includes expansion of our operations into new and developing markets, which will require even greater international coordination, expose us to additional local government regulations and involve markets in which we do not have experience or established operations.

In some countries in which we operate or have customers, particularly in those with developing economies, certain business practices may exist that are prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and other anti-corruption laws.

In addition, we have limited operations and customers in certain countries which are the subject of economic sanctions imposed by the U.S. Department of Treasury’s Office of Foreign Asset Control and other applicable sanctions regulations. Although our policies and procedures require compliance with these laws and sanctions and are designed to facilitate compliance with these laws, our employees and third-party sales or distribution partners may take actions in violation of applicable laws or our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business and reputation. Compliance with

53

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

changing and divergent laws and regulations in the various jurisdictions in which we operate may involve significant management time and costs and may require costly changes to our offerings and our business practices. Non-compliance could result in the imposition of penalties or cessation of orders due to alleged non-compliant activity. Penalties relating to corruption violations tend to be substantial and are often accompanied with negative publicity that may be harmful to our reputation. One or more of these factors could have a material adverse effect on our operations globally or in one or more countries or regions, which could have a material adverse effect on our business, financial condition and results of operations.

Changes in or violations by us or our customers of applicable government regulations could reduce demand for or limit our ability to provide our software, services and solutions in those jurisdictions.

We compete in markets in which we and our customers must comply with global, federal, state, local and other jurisdictional regulations, such as regulations governing insurance, consumer lending, driver safety and health, fuel economy standards, the environment, electronic communications and employment. We develop, configure and market our products, services, solutions and business model to meet customer needs created by these regulations and standards. These regulations and standards are complex, change frequently, have tended to become more stringent over time and may be inconsistently interpreted, applied or enforced across jurisdictions. Any significant change or delay in implementation in any of these regulations or standards (or in the interpretation, application or enforcement thereof) could (i) reduce or delay demand for our products, services and solutions; (ii) increase our costs of producing or delay the introduction of new or modified products, services and solutions; (iii) restrict our existing activities, products, services and solutions; or (iv) otherwise adversely impact our business model.

Our insurance company customers are subject to extensive government regulations, mainly at the state level in the U.S. and at the country level in our non-U.S. markets. Some of these regulations relate directly to our software and services, including regulations governing the use of total loss and estimating software. If our insurance company customers fail to comply with new or existing insurance regulations, including those applicable to our software and services, they could lose their certifications to provide insurance and/or reduce their usage of our software and services, either of which would reduce our revenues. Also, we are subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software and/or databases or have the effect of prohibiting or rendering less valuable one or more of our offerings. Moreover, some states in the U.S. have changed and are contemplating changes to their regulations to permit insurance companies to use book valuations or public source valuations for total loss calculations, making our total loss software potentially less valuable to insurance companies in those states. Some states have adopted total loss regulations that, among other things, require insurers to use a methodology deemed acceptable to the respective government agency.

We submit certain of our methodologies to such agencies, and if they do not approve our methodology, we will not be able to perform total loss valuations in their respective states. Other states are considering legislation that would limit the data that our software can provide to our insurance company customers. In the event that demand for or our ability to provide our software and services decreases in particular jurisdictions due to regulatory changes, our revenues and margins may decrease.

There is momentum to create a U.S. federal government oversight mechanism for the insurance industry. There is also legislation under consideration by the U.S. legislature relating to the vehicle repair industry. Federal regulatory oversight of, or legislation relating to, the insurance industry in the U.S. could result in a broader impact on our business versus similar oversight or legislation at the state level of the U.S.

Our fleet businesses fleet operator customers are subject to extensive government regulations at the federal, state and local levels governing certain operational and safety related matters. In particular, regulations from the Department of Transportation and the Federal Motor Carrier Safety Administration focus on the prevention of commercial motor vehicle-related fatalities and injuries and contribute to ensuring safety in motor carrier operations through strong enforcement of safety regulations; targeting high-risk carriers and commercial motor vehicle drivers; improving safety information systems and commercial motor vehicle technologies; strengthening

54

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

commercial motor vehicle equipment and operating standards; and increasing safety awareness. Our fleet businesses’ solutions help our fleet operator customers comply with these regulations. Some of these regulations relate directly to our fleet businesses software and services, including regulations governing the “electronic logging device” mandate (the “ELD Mandate”) and the number of hours a driver can be operating in a given period of time (“Hours of Service”). If our fleet operator customers fail to comply with new or existing transportations regulations, including those applicable to our software and services, they could lose their certifications to operate and/or reduce their usage of our software and services, either of which would reduce our revenues. Also, we are subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software or have the effect of prohibiting or rendering less valuable one or more of our offerings.

In addition, in certain of our markets, our growth depends in part upon the introduction of new regulations or implementation of industry standards on the timeline we expect. In these markets, the delay or failure of governmental and other entities to adopt or enforce new regulations or industry standards, or the adoption of new regulations or industry standards that our products and services are not positioned to address, could adversely affect demand. Similarly, we may experience incremental, temporary demand for our products, services and solutions generated by the initial adoption of such regulations or standards, followed by a decline in demand, as our customer base completes the implementation of such regulations or standards.

Regulatory developments could negatively impact our business.

We acquire and distribute personal, public and non-public information, store it in our some of our databases and provide it in various forms to certain of our customers in accordance with applicable law and contracts. We are subject to government regulation and, from time to time, companies in similar lines of business to us are subject to adverse publicity concerning the use of such data. We provide many types of data and services that are subject to regulation under the Truth in Lending Act, Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, Health Insurance Portability and Accountability Act, the New York Department of Financial Services Cybersecurity Regulation 500, and the California Consumer Privacy Act, the E.U.’s Data Protection Directive, the U.K.’s Financial Services and Markets Act 2000 Order 2001, the U.K.’s Data Protection Act, and various other international, federal, state and local laws and regulations. Some of these laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information. Our suppliers that provide us with protected and regulated data face similar regulatory requirements and, consequently, they may cease to be able to provide data to us or may substantially increase the fees they charge us for this data which may make it financially burdensome or impossible for us to acquire data that is necessary to offer our certain of our products and services. Additionally, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy of personal information. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

• amendment, enactment or interpretation of laws and regulations which restrict the access, use and distribution of personal information and limit the supply of data available to customers;

• changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our services (such as the use of AI or algorithms for underwriting or other business purposes);

• failure of our services to comply with current or amended laws and regulations; and

• failure of our services to adapt to changes in the regulatory environment in an operational effective, efficient, cost-effective manner.

55

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Privacy laws, regulations and standards may interfere with our business, subject our company to large fines or require us to change our products and services, which may reduce the value of our offerings to our customers, damage our reputation and deter current and potential users from using our products and services.

Most jurisdictions in which we operate have established or are considering enacting or revising laws or regulations addressing privacy, data protection, data security, including the collection, use, storage, transfer, localization, disclosure, retention, processing and security of personal data (collectively, “Data Protection Laws and Regulations”), with which we, our customers, and our vendors must comply. The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. Even parts of our business that are not directly affected by these types of laws, regulations, standards and guidance are required to comply with many of their provisions by our customers, who are subject to their provisions.

In the U.S., our business is subject to a wide variety of federal, state, and sectoral laws, regulations, and judicial decisions, as well as industry standards and guidance, relating to the collection, use, dissemination and security of data. For example, all 50 states have laws that include varying obligations in the event of security breaches or unauthorized disclosure of personal data. In addition, the California Consumer Privacy Act of 2018, as modified by the California Privacy Rights Act (collectively “CCPA”) went into effect in January 2023. Among other things, the CCPA requires companies covered by the legislation to provide certain disclosures to California residents and afford such residents new rights of access and deletion for personal information, as well as the right to opt-out of certain sales of personal information. Further, the CCPA expands consumers’ rights with respect to certain sensitive personal information and creates a new state agency that is vested with authority to implement and enforce the CCPA. The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. Additionally, numerous other states have enacted, or are in the process of enacting or considering, comprehensive state-level privacy, data protection and cybersecurity laws, rules and regulations that share similarities with the CCPA, which creates the potential for a patchwork of overlapping but different state laws. In addition, all 50 states have laws that require the provision of notification for breaches of personal information to affected individuals, state officers or others. Possible consequences for non-compliance with these state laws include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.

We expect that there may continue to be new proposed and adopted Data Protection Laws and Regulations in the U.S. and other jurisdictions in which we operate. Internationally, several countries have enacted new Data Protection Laws and Regulations, including China which passed its Personal Information Protection Law that became effective on November 1, 2021.

Additionally, certain countries have passed or are considering passing laws requiring data localization, which could increase the cost and complexity of delivering our services and operating our business. Certain current and future Data Protection Laws and Regulations may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information, than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts, increase costs and expenses in an effort to comply, and increase our potential exposure to regulatory enforcement and/or litigation.

Our contracts with customers and other parties may subject us to other Data Protection Laws and Regulations, which could increase our liabilities. Additionally, we rely on third-party vendors to collect, process and store data on our behalf. We cannot guarantee that such vendors are in compliance with all applicable Data Protection Laws and Regulations or our customers’ requirements. Despite our efforts to bring our practices in compliance with applicable Data Protection Laws and Regulations, we may not be successful. Our failure, or the failure of our third-party vendors, to comply with applicable Data Protection Laws and Regulations could result in claims, disputes, proceedings, government enforcement action, significant civil or criminal penalties, loss of

56

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

customers and suppliers, adverse publicity, increased cost of doing business, management distraction, organizational changes, and operational changes that negatively affect operational results and profits and other negative consequences. Even if we are not found liable for failing to comply with applicable data protection laws or regulations, violating data subjects’ privacy rights, or breaching contractual obligations, such claims could be expensive and time consuming to defend, could result in adverse publicity, and could have a material adverse effect on our business, financial condition and results of operations. We are also, and may be in the future, contractually required to indemnify and hold harmless some third parties from the costs or consequences of non-compliance with any laws, rules, regulations and similar legal obligations relating to the processing and use of personal data, privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Many of the newer Data Protection Laws and Regulations allow for the imposition of significant fines. For example, in the E.U. and U.K., the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and Data Protection Act of 2018, together with the GDPR as implemented into U.K. law (collectively, “U.K. GDPR”) provide for fines of up to, the greater of, 20 million Euros (or GBP 17.5 million under the U.K. GDPR) or 4% of the annual global revenue of the non-compliant company. Such fines are generally in addition to any civil litigation claims by customers and data subjects. Legal requirements relating to the collection, storage, handling, transfer and other processing of personal information and personal data continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement, sanctions and increased costs of compliance.

Many recently enacted Data Protection Laws and Regulations have not been the subject of judicial interpretations or binding regulatory guidance and they may be modified, interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws, rules or regulations, other requirements or legal obligations applicable to our business. Between the complexity, relative newness, and the lack of interpretation or guidance on compliance with applicable Data Protection Laws and Regulations, our practices may not have complied with all such provisions and may not comply at all times in the future. Future legal developments may require us to expend significant resources to enable compliance, and could, depending on the terms adopted, expose us to additional expense, adverse publicity and liability, or require us to change our business practices, which could result affect our revenue or the cost of delivering our products and services.

In the E.U., the provisions of the GDPR continue to be interpreted and clarified and may require us to continue to commit significant resources towards compliance with the GDPR or to decide to terminate offerings in some or all countries of Europe. A significant risk is the trend toward an expansive definition of personal data in the E.U. For example, if a regulator in the E.U. determines that a vehicle identification number or other data related to a vehicle is considered personal data, we could be required to make major changes in the service and products we offer, potentially resulting in increased costs or lower revenue or profit.

Recent legal developments in Europe and the U.K. have created complexity and regulatory compliance uncertainty regarding certain transfers of personal information from the European Economic Area (“EEA”) or U.K. to the U.S. For example, on July 16, 2020, the Court of Justice of the European Union decision, now known as “Schrems II,” invalidated the E.U.-U.S. Privacy Shield as an adequate basis for transfer of personal data from the E.U. to the U.S., effective immediately. The E.U.-U.S. Privacy Shield was one of the bases upon which we relied for transfers of data from the E.U. to the U.S. While the decision did not invalidate all bases for transfers of personal data from the E.U. to other countries not deemed as having “adequate” personal data protections, such as the U.S., India and Mexico, it introduced a number of areas of ambiguity about what could constitute a valid means of transfer. Schrems II resulted in our commitment of increased resources and time to update documentation of transfers and analyze the laws of jurisdictions outside the E.U. where we transfer personal data. Subsequently, on June 4, 2021, the European Commission adopted new standard contractual clauses (“SCCs”), which became effective on June 29, 2021, to be used to legitimize the transfer of personal data from the E.U. to the U.S. The SCCs, which are a large part of our bases for transfers of personal data, impose additional obligations on companies like us, including for instance, conducting transfer impact assessments, implementation of additional security measures and updates to internal privacy practices. As a result, we replaced all of our existing SCCs with vendors and between our affiliates with the new versions. Further, on July 10, 2023, the

57

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

European Commission adopted an adequacy decision concluding that the United States ensures an adequate level of protection for personal data transferred from the EEA to the United States under the E.U.-U.S. Data Privacy Framework (followed on October 12, 2023 with the adoption of an adequacy decision in the U.K. for the U.K.-U.S. Data Bridge). While we have taken steps to comply with these international data transfer frameworks, the impact, efficacy and longevity of these frameworks remains unknown and it is unclear whether and to what extent the E.U.-U.S. Data Privacy Framework or U.K.-U.S. Data Bridge will be susceptible to the same challenges of the E.U.-U.S. Privacy Shield. Any changes to these frameworks or the SCCs, or any challenges to their validity or scope, could require us to commit increased resources, develop new policies and procedures, change our products and services, reorganize our operations, add to operational costs for us and our customers, or impair our customers’ ability to conduct business. If we are unable to implement a valid mechanism for personal data transfers from the E.U. or U.K., or if our policies and practices or those of our third-party vendors, service providers, contractors or consultants are, or are perceived to be, insufficient, or if our customers or others have concerns regarding our transfer of data from the EEA or the U.K. to the U.S., we could be subject to increased exposure to regulatory actions, substantial fines and injunctions, including by individual E.U. or U.K. data protection authorities, or lawsuits by private parties. Other jurisdictions outside the E.U. and the U.K. are similarly introducing or enhancing privacy, data protection, transfer and cybersecurity laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. Any of the foregoing could increase our compliance costs and adversely affect our business, financial condition and results of operations.

Following the U.K.’s withdrawal from the E.U. on January 31, 2020, and the end of the transitional period on December 31, 2020, the U.K. adopted the U.K. GDPR, which currently makes the privacy regimes of the E.U. and U.K. similar. It is possible either the E.U. or the U.K. could elect to change its approach and create differences in legal requirements and regulation, and the UK government has announced plans to reform the U.K. GDPR in ways that, if formalized, are likely to deviate from the GDPR. Moreover, the separation of the U.K. from the E.U. requires the continued updating of privacy documentation, and has led to a number of areas of ambiguity. It is possible that the U.K. and E.U. may continue to diverge in the application, interpretation and enforcement of their respective data protection laws, leading to increased costs of compliance.

Some U.S. and international data protection laws provide data subjects with rights requiring us to provide mechanisms for the exercise and fulfillment of those rights. These requirements could result in significant expense, distraction from other business and liability to the data subject or fines for failure to comply with data subjects’ rights.

Under the GDPR, when we operate as a processor of personal data on behalf of customers who are the controller of the data it is the controller that has the power to issue instructions on how personal data they control is processed. Customers who process personal data in a manner inconsistent with our current business practices could either reduce or cease business with us or we may incur larger costs in accommodating different processing instructions. Customer instructions that may have an adverse financial impact on our business include differing periods for retention or deletion of data, locations of storage and processing and processes for approval of sub-processors.

Many of our major customers in Europe prohibit transfers of personal data under their control outside of the E.U. Expansion of this trend could affect our continued business with such customers, restrict our ability to continue globalizing our business, affect our ability to optimize our processes, and restrict our collaboration with service providers outside of the E.U. All of these outcomes could increase our expenses substantially.

Many of data protection laws and regulations, along with our customer contracts, require us to investigate potential unauthorized access to personal data. Given the amount of personal data that we use, process and store, and the complexity of our products and services as well as the geographic scope of our business, investigations of potential breaches of security, even if ultimately determined to not constitute a data breach or reportable incident, could be costly.

58

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We make public statements about our use, processing and disclosure of personal data through privacy policies and notices, information on our websites and press statements and promises to our customers through contracts. Although we endeavor to comply with our published policies, contracts and documentation, we may at times fail, have failed, or be alleged to have failed to do so and our published policies and documentation may not at all times have complied with the latest personal Data Protection Laws and Regulations and legal interpretations thereof. Our published privacy policies, notices and other documentation that provide promises or assurances about data privacy and security can subject us to potential government and legal action if found to be deceptive, unfair or misrepresentative of our actual practices. Any failure or perceived failure by us to comply with our public statements or the legal requirements about using, processing and disclosing personal data could expose us to costly litigation, significant judgments, fines and awards against us, civil and criminal penalties and negative publicity and cause our customers to reduce or discontinue use of our products and services materially and adversely affecting our business, financial condition and operational results.

Our communications with existing and potential customers are subject to laws regulating telephone and email marketing practices, and our failure to comply with such communications laws could adversely affect our business, operating results and financial condition and significantly harm our reputation.

On occasion we send communications directly to consumers. These activities are subject to a variety of U.S. state and federal laws, rules and regulations, such as the Telephone Consumer Protection Act of 1991 (“TCPA”), the CAN-SPAM Act of 2003 (“CAN-SPAM Act”), and others related to telemarketing, recording and monitoring of communications. The TCPA prohibits companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and imposes other obligations and limitations on making phone calls and sending text messages to consumers. The CAN-SPAM Act regulates commercial email messages and specifies penalties for the transmission of commercial email messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future emails from senders. The TCPA, the CAN-SPAM Act and other communications laws, rules and regulations are subject to varying interpretations by courts and governmental authorities and often require subjective interpretation, making it difficult to predict their application and therefore making compliance efforts more challenging. We may be required to comply with these and similar laws, rules and regulations. We cannot, however, be certain that our efforts to comply will always be successful. Our business could be adversely affected by changes to the application or interpretation of existing laws, rules and regulations governing our platform’s communication capabilities, or the enactment of new laws, rules and regulations, and by our failure to comply with such laws, rules and regulations. If any of these laws, rules or regulations were to significantly restrict our ability to communicate with existing and potential consumers, we may not be able to develop adequate alternative communication modules. Further, our non-compliance with these laws, rules and regulations could result in significant financial penalties, litigation, including class action litigation, consent decrees and injunctions, adverse publicity and other negative consequences, any of which could adversely affect our business, operating results and financial condition and significantly harm our reputation.

We partner with third parties to make payment processing solutions and services available to our customers, and if we fail to comply with the applicable requirements under agreements with our third party partners, they can seek to terminate our relationship.

We have entered into agreements with certain payment processors, including Worldpay (Fidelity National Information Services, Inc.) and Global Payments (Global Payments Inc.), in order to enable our customers to accept electronic payments, including payments using credit and debit cards. Pursuant to these agreements with payment processors, we are subject to the card and payment network rules and certain other obligations. The payment networks routinely update and modify requirements applicable to payment facilitators, including rules regulating data integrity, third-party relationships (such as those with respect to payment processors and bank sponsors) and transaction chargeback standards.

Our contracts with our payment processor partners include standard confidentiality, indemnification and data protection obligations, among others. These contracts provide for certain termination events, such as

59

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

material breach, and are subject to automatic annual renewal unless terminated by either party upon prior notice or for cause. If we fail to comply with our obligations under our agreements with our payment processor partners or the applicable rules and requirements of the payment networks or payment processors, our payment processor partners could suspend or terminate our agreements and sponsored payment facilitator relationships. The termination of our relationships with our payment processor partners could have a material and adverse impact on the ability of our customers to accept electronic payments.

60

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Risks Related to Tax Matters

We are subject to periodic changes in the amount of our income tax provision (benefit) and these changes could adversely affect our operating results; we may not be able to utilize all of our tax benefits before they expire.

Our effective tax rate could be adversely affected by our mix of earnings in countries with high versus low tax rates; by changes in the valuation of our deferred tax assets and liabilities; by the outcomes of examinations, audits or disputes by or with relevant tax authorities; or by changes in tax laws and regulations.

Significant judgment is required to apply the recognition and measurement criteria prescribed in ASC Topic No. 740-10, Income Taxes. In addition, ASC Topic No. 740-10 applies to all income tax positions, including the potential recovery of previously paid taxes, which, if settled unfavorably, could adversely impact our provision for income taxes or additional paid-in capital.

We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate entity structure. We are also subject to transfer pricing laws with respect to our intercompany transactions, including those relating to the flow of funds among our companies. For example, many of the jurisdictions in which we conduct business have detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm’s length pricing principles. Contemporaneous documentation must exist to support this pricing. The tax authorities in these jurisdictions could challenge whether our related party transfer pricing policies are at arm’s length and, as a consequence, challenge our tax treatment of corresponding expenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generally involves a significant degree of judgment. If any of these tax authorities were successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penalties, fines and interest related thereto, which may have a significant impact on our effective tax rate, results of operations and future cash flows.

Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material and adverse effect on our business, financial condition or results of operations. Changes in tax laws, such as tax reform in the U.S. or changes in tax laws resulting from the Inflation Reduction Act of 2022, could impact our effective tax rate. In addition, changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Co-operation and Development (the “OECD”). The OECD, which represents a coalition of member countries, recommended changes to numerous longstanding tax principles, including “Pillar One and Pillar Two” reports that focus on nexus, profit allocation, and global minimum tax proposals. As the OECD continues its evaluation of these proposals, several countries have enacted or proposed measures to impose new digital services taxes on companies. The enacted and proposed measures could increase tax uncertainty and may adversely affect our provision for income taxes and increase our tax liabilities.

In addition, the tax authorities in any applicable jurisdiction, including the U.S., may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material and adverse effect on our business, financial condition or results of operations.

61

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

General Risk Factors

Future pandemics could have an adverse impact on our business, results of operations and financial condition.

The COVID-19 pandemic adversely impacted our business and results of operations. Specifically, the COVID-19 pandemic and related precautionary measures resulted in global macroeconomic effects, including severe disruptions to the supply chain for both components and finished goods, including new vehicle deliveries, and substantial impacts on our domestic and international operations, including, but not limited to reductions in transactional claims volumes on account of lower miles driven and reductions in new sales bookings, each of which led to decreased revenue. Any future pandemic or widespread disease outbreak could generate similar global macroeconomic effects with the resulting adverse impacts to our business, results of operations and financial condition.

We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, or are unable to attract and retain sufficient numbers of qualified employees to support our present and future operations and business strategy, our business will be adversely affected.

We depend upon the ability and experience of our key personnel, who have substantial experience with our operations, the rapidly changing automobile insurance claims processing industry and the markets in which we offer our software and services. The loss of the services of one or more of our senior executives or key employees could harm our business and operations.

Our success also depends on our ability to continue to attract, manage and retain qualified management, sales and technical personnel as we grow and implement our present and future business strategy. Particularly, we have a present and anticipated future need to attract, manage and retain sufficient numbers of appropriately qualified personnel to develop and commercialize our risk and asset management platform. Competition for such qualified personnel is intense and we may not be able to continue to attract or retain such qualified personnel in the future. If we are unable to identify, attract, develop, motivate, adequately compensate and retain well-qualified and engaged personnel, or if existing highly skilled and specialized personnel leave the Company and ready successors or adequate replacements are not available, we may not be able to manage our operations effectively, which could cause us to suffer delays in new product development, experience difficulty complying with applicable requirements or otherwise fail to satisfy our customers’ demands, which would have an adverse effect on our business, financial condition and results of operations.

Our business depends on our brands, and if we are not able to maintain and enhance our brands, our business and operating results could be harmed.

We believe that the brand identity we have developed and acquired has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands, such as Solera, Solera Holdings, Audatex, Autodata, Hollander, Informex, Sidexa, AUTOonline, Identifix, AutoPoint, LYNX Services, CAP HPI, Enservio, eDriving/Mentor, Explore, DealerSocket, Omnitracs, SmartDrive, Spireon, LoJack, and Automate are important to the expansion of our software and services to new customers in both existing and new markets. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands or if we incur excessive expenses in this effort, our business, operating results and financial condition will be harmed. We anticipate that, as our markets become increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to be a technology innovator, to continue to provide high quality software and services and protect and defend our brand names and trademarks, which we may not do successfully. To date, we have not engaged in extensive direct brand promotion activities, and we may not successfully implement brand enhancement efforts in the future.

62

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Disruptions of the information technology systems or infrastructure of certain of our third-party vendors and service providers could also disrupt our businesses, damage our reputation, increase our costs, and have a material adverse effect on our business, financial condition and results of operations.

We rely on the availability and performance of various communications and information services of third parties to conduct our business. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. Although we have multiple providers in many cases, a widespread multi-vendor communications infrastructure incident would adversely impact our ability to service our customers and could damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, could cause us to lose customers, or otherwise harm our business, financial condition and results of operations. We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the third-party services we use. Additionally, in the event that our service agreements are terminated, or there is a lapse of service, elimination of such third-party services or features that we utilize, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expenses in arranging for or provisioning new providers, which would adversely affect our business, financial condition, and results of operations.

As expectations regarding operational and information security practices have increased, our operating systems and infrastructure, and those of our third-party service providers, must continue to be safeguarded and monitored for potential failures, disruptions, breakdowns, and attacks. Our data processing systems, or other operating systems and facilities, and those of our third-party service providers, may stop operating properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our and our third-party service providers’ control. For example, there could be electrical or telecommunication outages, natural disasters such as earthquakes, tornadoes, or hurricanes; disease pandemics and related government orders; events arising from local or larger scale political or social matters, including terrorist acts; cyberattacks and other data security incidents, including ransomware, malware, phishing, social engineering, including some of the foregoing that target healthcare systems in particular. These incidents can range from individual attempts to gain unauthorized access to information technology systems to more sophisticated security threats involving cyber criminals, hacktivists, cyber terrorists, nation state actors, or the targeting of commercial financial accounts. These events can also result from internal compromises, such as human error or malicious internal actors, of our workforce or our vendors’ personnel.

While we have business continuity, disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Furthermore, if such failures, interruptions or security breaches are not detected immediately, their effect could be compounded. Our risk and exposure to these matters remains heightened because of the evolving nature of these threats and our use of third-party service providers with access to our systems and data. As a result, cybersecurity and the continued development and enhancement of our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage or unauthorized access remain a focus for us. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyberattacks or security breaches of our networks, systems or devices, or those that our customers or third-party service providers use to access our products and services, could result in customer attrition, financial loss, reputational damage, reimbursement or other compensation costs, and/or remediation costs, any of which could have a material effect on our results of operations or financial condition.

63

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

System failures, delays and other problems could harm our reputation and business, cause us to lose customers and expose us to customer liability.

Our success depends on our ability to provide accurate, consistent and reliable services and information to our customers on a timely basis. Our operations could be interrupted by any damage to or failure of:

• our computer software or hardware or our customers’ or third-party service providers’ computer software or hardware;

• cybersecurity breaches, viruses, cybercrime or software defects, the risk of which have been increased due to a swift transition to remote work brought about by a catastrophic event (such as the COVID-19 pandemic);

• our networks, our customers’ networks or our third-party service providers’ networks; and

• our connections to and outsourced service arrangements with third parties.

Our systems and operations are also vulnerable to damage or interruption from:

• strikes, crime, explosions, social unrest, terrorism, epidemics, pandemics, cyber-attacks, computer viruses, internal or external system failures, power loss or other telecommunications failures;

• earthquakes, fires, floods, hurricanes, blizzards, tsunamis and other natural disasters (many of which are becoming more acute and frequent);

• physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

• employee theft or misuse or outside parties fraudulently inducing our employees or users to disclose sensitive or confidential information in order to gain access to data;

• breach of the security networks of our third-party service providers; and

• errors by our employees or third-party service providers.

In addition, there may be an increased risk of cyberattacks by state actors due to the current conflict between Russia and Ukraine. Any increase in such attacks on us or our systems could adversely affect our network systems or other operations. Although we maintain cybersecurity policies and procedures to manage risk to our information systems and continuously adapt our systems and processes to mitigate such threats, we may not be able to address these cybersecurity threats proactively or implement adequate preventative measures and there can be no assurance that we will promptly detect and address any such disruption or security breach, if at all.

As part of our ongoing process improvements efforts, we have and will continue to migrate product and system platforms to next generation platforms and we may increase data and applications that we host ourselves, and the risks noted above will be exacerbated by these efforts. Because many of our services play a mission-critical role for our customers, any damage to or failure of the infrastructure we rely on (even if temporary), including those of our customers and vendors, could disrupt our ability to deliver information to and provide services for our customers in a timely manner, which could harm our reputation and result in the loss of current and/or potential customers or reduced business from current customers. In addition, we generally indemnify our customers to a limited extent for damages they sustain related to the unavailability of, or errors in, the software and services we provide; therefore, a significant interruption of, or errors in, our software and services could expose us to significant customer liability.

Fraudulent data access and other security breaches of our or our third-party service providers’ information systems, or the failure to maintain the security of proprietary, personal, sensitive or confidential information, may disrupt our internal operations, damage our reputation and expose us to litigation and could materially and adversely affect our business, financial condition and results of operations.

Security breaches in our or our third-party service providers’ facilities, computer networks, and databases may cause harm to our business and reputation and result in a loss of customers and data suppliers. Our systems,

64

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

and the systems of our third-party service providers, may be vulnerable to defects in design, natural disasters, terrorist attacks or acts of war, political protests, power and/or telecommunication failures, employee or other third-party fraud or malfeasance (including state-sponsored organizations with significant financial and technological resources), human or technical errors, physical break-ins, cyberattacks, computer malware, computer viruses, spyware, denial of service attacks, attacks by hackers (including phishing and ransomware attacks), unauthorized attempts to access information and similar disruptive problems. Additionally, we can be at risk if one of our third-party service providers’ information technology system is attacked or compromised. Such threats are persistent and evolve quickly, including due to the use of AI technologies, may be difficult to detect for long periods of time, and we have in the past and may in the future experience such cybersecurity threats. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. If users gain improper access to our databases or the databases of our third-party service providers, they may be able to steal, publish, delete or modify confidential third-party information that is stored or transmitted on our networks or the networks of our third-party service providers. In addition, customers’ misuse of our information services or the information services of our third-party service providers could cause harm to our business and reputation and result in loss of customers.

An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate and manage data that is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions and negatively impact our revenue and profitability.

We use third parties to provide certain data processing services, including payment processing and hosting services; however, our ability to monitor our third-party service providers’ data security is limited. Notwithstanding any contractual rights or remedies we may have, because we do not control our third-party service providers, or the processing of data by our third-party service providers, including their security measures, we cannot ensure the integrity or security of measures they take to protect, and prevent the loss of, our data, our customers’ data and other personal information or other cyber incidents.

A security breach suffered by us or our third-party service providers, an attack against our service availability, any unauthorized, accidental or unlawful access or loss of data, or the perception that any such event has occurred, could result in a disruption to our service, litigation or other claims by affected parties and possible financial obligations for liabilities and damages related to the theft or misuse of our information, an obligation to notify regulators and affected individuals, the triggering of service availability, indemnification and other contractual obligations, regulatory investigations, inquiry from governmental authorities, government fines and penalties, theft of confidential data including personal information and intellectual property, loss of access to critical data or systems, unfavorable publicity, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, reputational damage, loss of sales and customers, an impact on our ability to meet customers’ expectations, deterring data suppliers from supplying data to us, mitigation and remediation expenses and other significant costs and liabilities. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent future actual or perceived security incidents, as well as the costs to comply with any notification or other obligations resulting from any security incidents and other business delays or disruptions, any of which could have an adverse effect on our business, financial condition, results of operations, reputation, and relationships with our customers and suppliers. We also cannot be certain that our existing insurance coverage will cover any indemnification claims against us or other liabilities relating to any security incident or breach, will be available in sufficient amounts to cover the potentially significant losses that may result from a security incident or breach, will continue to be available on acceptable terms or at all or that the insurer will not deny coverage as to any future claim. We also cannot ensure that any limitations of liability provisions in our customer agreements, contracts with vendors and other contracts for a security lapse or breach or other security-related matter would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim. The successful assertion of one or more large claims

65

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

Cybersecurity incidents have increased in scope, number, severity and frequency in recent years because of the proliferation of new technologies and the increased number, sophistication and activities of perpetrators of cyber-attacks, and it is expected that these trends will continue, including due to expanded use of AI by threat actors. We and others are also subject to increased cybersecurity threats and potential breaches because of the increase in the number of individuals working from home. Further, as a result of our prominence, the size of our customer-base, the volume of personal data on and otherwise processed by our networks, systems and applications, and the evolving nature of our products and services (including our efforts involving new and emerging technologies, such as AI), we may be a particularly attractive target for such attacks, including from highly sophisticated, state-sponsored or otherwise well-funded, criminal actors. We cannot assure you that our products or hosted services will not be subject to cyberattacks, or other security incidents, especially in light of the rapidly changing security threat landscape that our products and hosted services seek to address. Due to a variety of both internal and external factors, including, without limitation, defects or misconfigurations of our products, our products could become vulnerable to security incidents (both from intentional attacks and accidental causes). In addition, because the techniques used by computer hackers to access or sabotage networks and endpoints change frequently, are increasing in sophistication and generally are not recognized until launched against a target, there is a risk that advanced attacks could emerge that attack our software that we are unable to detect or prevent until after some of our customers are affected.

While we have security measures in place designed to protect our and our customers’ confidential and sensitive information and prevent data loss, these measures cannot provide absolute security and may not be effective to prevent a security breach, including as a result of employee error, theft, misuse or malfeasance, third-party actions, unintentional events or deliberate attacks by cyber criminals, any of which may result in someone obtaining unauthorized access to our customers’ data, our data, our intellectual property and/or our other confidential or sensitive business information. In addition, third parties may attempt to fraudulently induce employees, contractors or users to disclose information, including user names and passwords, to gain access to our customers’ data, our data or other confidential or sensitive information, and we may be the target of email scams that attempt to acquire personal information or company assets. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative measures. We devote significant financial and personnel resources to implement and maintain security measures; however, these resources may not be sufficient, and as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.

The number of potentially affected individuals identified by any future incidents is unknown. Any such incident could materially and adversely affect our business, reputation, financial condition, operating results and cash flows.

Current or future litigation or other legal proceedings could have a material adverse impact on us.

We have been and continue to be involved in legal proceedings, arbitrations, claims and other litigation that arise in the ordinary course of business. For example, we have been involved in disputes with collision repair facilities, acting individually and as a group in some situations that claim that we have colluded with our insurance company customers to depress the repair time estimates generated by our repair estimating software.

We have also been, and are currently, involved in litigation alleging that we have colluded with our insurance company customers to cause the estimates of vehicle fair market value generated by our total loss estimation software to be unfairly low. Additionally, we have been, and are currently, involved in potential

66

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

contractual indemnity claims by our customers related to such total loss estimation software litigation (some of which claims are subject to an executed tolling agreement). Furthermore, we are also subject to assertions by our customers and strategic partners that we have not complied with the terms of our agreements with them or that the agreements are not enforceable against them, some of which are the subject of pending litigation or arbitrations and any of which could in the future lead to arbitration or litigation. While we do not expect the outcome of any such pending or threatened litigation or arbitration to have a material adverse effect on our financial position, litigation and arbitrations are unpredictable and excessive verdicts, both in the form of monetary damages and injunction, could occur. In the future, we could incur judgments or enter into settlements of claims that could harm our financial position and results of operations.

We also may face claims, litigation or arbitrations from employees concerning our obligations to them. While we are not currently facing any class or collective actions concerning our employment practices, employers frequently have to contend with such class or collective actions on a variety of topics, which can present material financial risk and impair relationships with the workforce. We cannot predict whether an employee, or group of employees, will bring such a claim against us.

We may not be able to obtain capital when desired on favorable terms, if at all, and we may not be able to obtain capital or complete acquisitions through the use of equity without dilution to our stockholders.

We may need additional financing to execute on our current or future business strategies, including to develop new or enhance existing software solutions, acquire businesses and technologies or otherwise respond to competitive pressures. Our ability to raise capital in the future may be limited, and if we fail to raise capital when needed, we could be prevented from growing and executing our business strategy.

If we raise additional funds through the issuance of equity or equity-linked securities, the percentage ownership of our stockholders could be significantly diluted, and newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders.

If we accumulate additional funds through debt financing, more of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. We cannot assure you that additional financing will be available on terms favorable to us, or at all.

If adequate funds are not available or are not available on acceptable terms, when we desire them, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our solutions, invest in future growth opportunities or otherwise respond to competitive pressures would be significantly limited. Any of these factors could harm our results of operations.

Risks Related to Our Organizational Structure

Our principal asset is our interest in Topco LLC, and, accordingly, we depend on distributions from Topco LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Topco LLC’s ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our direct and indirect ownership of Holding LLC Units and LLC Units. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement and pay operating expenses or declare and pay dividends, if any, in the future depends on the financial results and cash flows of Topco LLC and its subsidiaries. There can be no assurance that Topco LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of Topco LLC and its subsidiaries, will permit such distributions.

67

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Topco LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, for U.S. federal income tax purposes, taxable income of Topco LLC is allocated to the LLC Unitholders and us. Accordingly, we will incur income taxes on our distributive share of any net taxable income of Topco LLC. Under the terms of the LLC Operating Agreement, Topco LLC is obligated to make tax distributions to LLC Unitholders and us. In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we may realize as a result of the purchases of LLC Units from the LLC Unitholders or LLC Unit exchanges in the future, the tax attributes of Solera Global Corp., Topco LLC or subsidiaries of Topco LLC or other tax benefits related to our entering into the Tax Receivable Agreement, and the resulting amounts we are likely to pay out to LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. Under the LLC Operating Agreement, tax distributions shall be made on a pro rata basis among the holders of Class A Units, and will be calculated without regard to any applicable basis adjustment under Section 743(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which means that the amount of tax distributions will be determined based on the LLC Unitholder who is allocated the largest amount of taxable income on a per LLC Unit basis and at a tax rate that will be determined by us, but will be made pro rata based on ownership of LLC Units, and so Topco LLC will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that it would have paid if it were taxed on its net income at the tax rate applicable to a similarly situated corporate taxpayer.

We intend to cause Topco LLC to make tax distributions quarterly to the holders of Class A Units (including us) on a pro rata basis based on Topco LLC’s net taxable income and to the holders of Class B Units based on such holder’s allocable share of Topco LLC’s net taxable income (rather than on a pro rata basis). In addition, we intend to cause Topco LLC to make pro rata distributions to the LLC Unitholders and us in order to provide us with the funds necessary for us to satisfy our obligations to make payments under the Tax Receivable Agreement.

However, Topco LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which Topco LLC or any of its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Topco LLC or its subsidiaries insolvent. If we do not have sufficient funds to pay our taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which Topco LLC or its subsidiaries is a party. See “—Risks Related to Our Class A Common Stock and This Offering,” “Dividend Policy,” “Organizational Structure—Tax Receivable Agreement” and “Organizational Structure—Amended and Restated Operating Agreement of Topco LLC.”

If Topco LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status. Even as a partnership for U.S. federal income tax purposes, Topco LLC could become liable for amounts resulting from adjustments to its tax returns for prior years.

We intend to operate such that Topco LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of

68

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, transfers of LLC Units could cause Topco LLC to be treated as a publicly traded partnership. In addition, from time to time the U.S. Congress has considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If Topco LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we might be subject to potentially significant tax inefficiencies, including as a result of our inability to file a consolidated U.S. federal income tax return with Topco LLC. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Topco LLC’s assets) were subsequently determined to have been unavailable.

Even if Topco LLC continues to be treated as a partnership for U.S. federal income tax purposes, certain adjustments to Topco LLC’s tax return for prior years may result in liabilities for Topco LLC. Legislation that is effective for taxable years beginning after December 31, 2017, may impute liability for adjustments to a partnership’s tax return on the partnership itself with respect to taxable years of the partnership that are open to adjustment, including taxable years prior to the offering, in certain circumstances, absent an election to the contrary. Topco LLC (or any subsidiary of Topco LLC that is treated as a partnership for U.S. federal income tax purposes) may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect.

Currently, affiliates of Vista Equity Partners indirectly control us and their interests may conflict with our interests.

Currently, certain funds affiliated with Vista Equity Partners have substantial control of our voting stock. In addition, Vista has the right to designate a majority of the members of our board of directors. As a result, Vista has substantial control over our decisions to enter into any corporate transaction and has the ability to prevent any transaction that requires the approval of our board of directors or stockholders. Immediately following this offering, Vista will control approximately  % of the voting power of our outstanding common stock, or  % if the underwriters exercise in full their option to purchase additional shares, which means that, based on its percentage voting power controlled after the offering, Vista will control the vote of all matters submitted to a vote of our shareholders.

In addition, Vista is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. While we do not currently compete with these investments, Vista may vote in a manner so as to restrict us from expanding our business or entering into additional lines of business which may be related to the current or future operations of these investments. Vista may also pursue acquisitions that may be complementary with our business and, as a result, those acquisition opportunities may not be available to us. So long as Vista continues to control a significant amount of the outstanding shares of our common stock, even if such amount is less than a majority, Vista will continue to be able to strongly influence or effectively control our decisions.

Conflicts of interest could arise between our shareholders and the LLC Unitholders, which may impede business decisions that could benefit our shareholders.

Holders of LLC Units have the right to consent to certain amendments to the LLC Operating Agreement, as well as to certain other matters. Holders of these voting rights may exercise them in a manner that conflicts with the interests of our shareholders. Circumstances may arise in the future when the interests of the LLC Unitholders conflict with the interests of our shareholders. As we control Topco LLC, we have certain obligations to the LLC Unitholders that may conflict with fiduciary duties our officers and directors owe to our shareholders. These conflicts may result in decisions that are not in the best interests of shareholders.

69

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The Tax Receivable Agreement with the LLC Unitholders and certain legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with the LLC Unitholders and certain legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, which will require us to pay to such persons 85% of the tax benefits, if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of (i) Basis Adjustments (as defined below) resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future; (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering; and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the purchase of LLC Units from the LLC Unitholders and LLC Unit exchanges in the future, the tax attributes of Solera Global Corp., Topco LLC or subsidiaries of Topco LLC or other tax benefits related to our entering into the Tax Receivable Agreement, and the resulting amounts we are likely to pay out to the LLC Unitholders and certain legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See “Organizational Structure—Tax Receivable Agreement.” Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting positions will be based on the advice of our tax advisors. Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which Topco LLC or any of its subsidiaries is a party. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon the beneficiaries thereof or Vista maintaining a continued ownership interest in Topco LLC or us.

The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of exchanges by Topco LLC, the amount of gain recognized by the LLC Unitholders upon exchanges or purchases of LLC Units, the amount and timing of the taxable income we generate in the future and the federal tax rates then applicable. See “Organizational Structure—Tax Receivable Agreement.”

The U.S. Internal Revenue Service (the “IRS”) might challenge the tax benefits we receive in connection with this offering and related transactions or in connection with future acquisitions of LLC Units. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase or the availability of net operating losses (“NOLs”) or other tax attributes of Solera Global Corp., Topco LLC or subsidiaries of Topco LLC, we will not be reimbursed for any cash payments previously made under the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently disallowed, in whole or in part, by the IRS or other applicable taxing authority. For example, if the IRS later asserts that we did not obtain a tax

70

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

basis increase or disallows or defers (in whole or in part) the availability of NOLs due to a potential ownership change under Section 382 of the Code, among other potential challenges, then we would not be reimbursed for any cash payments previously made under the Tax Receivable Agreement with respect to such tax benefits that we had initially claimed. Instead, any excess cash payments made by us to a party to the Tax Receivable Agreement will be netted against any future cash payments that we might otherwise be required to make to such party under the terms of the Tax Receivable Agreement. Nevertheless, any tax benefits initially claimed by us may not be disallowed for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. Accordingly, there may not be sufficient future cash payments against which to net. The applicable U.S. federal income tax rules are complex and their application to certain aspects of our structure are uncertain and there is no explicit authority in this regard, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

The amounts that we may be required to pay to the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

The Tax Receivable Agreement provides that if (i) certain mergers, asset sales, other forms of business combination or other changes of control were to occur, (ii) we breach any of our material obligations under the Tax Receivable Agreement or (iii) at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. See “Organizational Structure—Tax Receivable Agreement.” We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

As a result of a change in control, material breach or our election to terminate the Tax Receivable Agreement early, (i) we could be required to make cash payments to the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the anticipated future tax benefits that are the subject of the Tax Receivable Agreement discounted in accordance with the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. that will not benefit the other common shareholders to the same extent.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that will not benefit the other holders of our Class A common stock to the same extent. We will enter into a Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, which

71

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

will require us to pay to such persons 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) Basis Adjustments (as defined below) resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future; (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering; and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the purchases of LLC Units from the LLC Unitholders and the LLC Unit exchanges in the future, the tax attributes of Solera Global Corp., Topco LLC or subsidiaries of Topco LLC or other tax benefits related to our entering into the Tax Receivable Agreement, and the resulting amounts we are likely to pay out to the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See “Organizational Structure—Tax Receivable Agreement.” Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the tax attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.

Our ability to realize the tax benefits that we currently expect to be available as a result of the attributes covered by the Tax Receivable Agreement, the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax Receivable Agreement all depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. Additionally, if our actual taxable income were insufficient or there were additional adverse changes in applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows and shareholders’ equity could be negatively affected. See “Organizational Structure—Tax Receivable Agreement.”

Topco LLC will be required to make distributions to us and the LLC Unitholders and we expect that the distributions will be substantial.

Topco LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to its members, including us. We intend to cause Topco LLC to make tax distributions quarterly to the holders of Class A Units (including us) on a pro rata basis based on Topco LLC’s net taxable income and to the holders of Class B Units based on such holder’s allocable share of Topco LLC’s net taxable income (rather than on a pro rata basis). In addition, we intend to cause Topco LLC to make pro rata distributions to the LLC Unitholders and us in order to provide us with the funds necessary for us to satisfy our obligations to make payments under the Tax Receivable Agreement. Funds used by Topco LLC to satisfy its tax distribution obligations and funds distributed by Topco LLC to the LLC Unitholders and us in order to enable us to satisfy our obligations to make payments under the Tax Receivable Agreement will not be available for reinvestment in our business. Moreover, we expect that these tax distributions will be substantial, and will likely exceed (as a percentage of Topco LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. While our Board may choose to distribute such cash balances as dividends on our Class A common stock, it will not be required to do so, and may in its sole discretion choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination. To the extent that we do not distribute such excess cash as dividends on the Class A common stock and instead, for example, hold such cash balances, the LLC Unitholders may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their LLC Units for shares of the Class A common stock, notwithstanding that such exchanging LLC Unitholders may previously have participated as holders of LLC Units in distributions by Topco LLC that resulted in such excess cash balances at our level. See “Dividend Policy.”

72

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in the U.S., and certain of our subsidiaries are subject to income taxes outside of the U.S., and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• expiration of, or detrimental changes in, research and development tax credit laws; or

• changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, and local tax authorities, and certain of our subsidiaries may be subject to audits of income, sales and other transaction taxes by non-U.S. tax authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of Holding LLC, which is the sole managing member of Topco LLC, we will control and manage Topco LLC. On that basis, we believe that our interest in Topco LLC is not an “investment security” under the 1940 Act. Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities.” However, if we were to forfeit the right to manage and control Topco LLC (e.g., by selling off a material portion of our interest), interests in Topco LLC could be deemed to be “investment securities” under the 1940 Act.

We intend to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Class A Common Stock and This Offering

Vista controls us, and Vista’s interests may conflict with ours or yours in the future.

Immediately following this offering, investment entities affiliated with Vista will control approximately   % of the voting power of our outstanding common stock, or   % if the underwriters exercise in full their option to purchase additional shares of Class A common stock, which means that, based on its percentage voting

73

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

power controlled after the offering, Vista will control the vote of all matters submitted to a vote of our shareholders. This control will enable Vista to control the election of the members of our Board and all other corporate decisions. Even when Vista ceases to control a majority of the total voting power, for so long as Vista continues to control a significant percentage of our common stock, Vista will still be able to significantly influence the composition of our Board and the approval of actions requiring shareholder approval. Accordingly, for such period of time, Vista will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as Vista continues to control a significant percentage of our common stock, Vista will be able to cause or prevent a change of control of us or a change in the composition of our Board and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market price of our Class A common stock.

In addition, in connection with this offering, we will enter into a Director Nomination Agreement with Vista. The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for election to our Board for so long as Vista beneficially owns 40% of the Original Amount; (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, in each case, minus the number of designees, if any, Baring and certain entities affiliated with Baring are entitled to nominate, which could result in representation on our Board that is disproportionate to Vista’s beneficial ownership. The Director Nomination Agreement will also provide that Vista may assign such right to an affiliate of Vista. The Director Nomination Agreement will prohibit us from increasing or decreasing the size of our Board without the prior written consent of Vista. See “Certain Relationships and Related Party Transactions—Policies for Approval of Related Party Transactions—Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

Vista and its affiliates engage in a broad spectrum of activities, including investments in our industry generally. In the ordinary course of their business activities, Vista and its affiliates may engage in activities where their interests conflict with our interests or those of our other shareholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are suppliers or clients of ours. Our certificate of incorporation to be effective at or prior to the consummation of this offering will provide that none of Vista, any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Vista also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Vista may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance its investment, even though such transactions might involve risks to you or may not prove beneficial.

Upon listing of our shares of Class A common stock on     , we will be a “controlled company” within the meaning of the rules of      and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to shareholders of companies that are subject to such governance requirements.

After completion of this offering, Vista will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate

74

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

governance standards of     . Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our Board consist of independent directors;

• the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize these exceptions. As a result, we may not have a majority of independent directors on our Board, our compensation and nominating and corporate governance committees may not consist entirely of independent directors and our compensation and nominating and corporate governance committees may not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of     .

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

As a public company, we will incur legal, accounting and other expenses that we did not previously incur. We will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act, the listing requirements of      and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition, results of operations, cash flows and prospects. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition, results of operations, cash flows and prospects. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s

75

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders.

Our certificate of incorporation and bylaws to be effective at or prior to the consummation of this offering and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Among other things:

• these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

• these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

• these provisions provide for a classified board of directors with staggered three-year terms;

• these provisions provide that, at any time when Vista controls less than 40% in voting power of our stock entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of our common stock entitled to vote thereon, voting together as a single class;

• these provisions prohibit shareholder action by written consent from and after the date on which Vista controls less than 35% in voting power of our stock entitled to vote generally in the election of directors;

• these provisions provide that for as long as Vista controls at least 50% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when Vista controls less than 50% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and

• these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when Vista controls at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to Vista.

We will opt out of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested shareholder for a period of three years following the date on which the shareholder became an interested shareholder. However, our certificate of incorporation to be effective at or prior to the consummation of this offering will contain a provision that provides us with protections similar to Section 203, and will prevent us from engaging in a business combination with a person (excluding Vista and any of its direct or indirect transferees and any group as to which such persons are a party) who acquires at least 15% of our common stock for a period of three years from the date

76

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

such person acquired such common stock, unless board or shareholder approval is obtained prior to the acquisition. See “Description of Capital Stock—Anti-Takeover Provisions.” These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our shareholders to replace current members of our management team.

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a corporate transaction.

For information regarding these and other provisions, see “Description of Capital Stock.”

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders and the federal district courts of the U.S. as the exclusive forum for litigation arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our certificate of incorporation, which we will adopt at or prior to the consummation of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims in state court for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. However, our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock—Forum Selection.” The forum selection provisions in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and board of directors.

77

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will experience immediate dilution of $     per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of Class A common stock in this offering will have contributed     % of the aggregate price paid by all purchasers of our Class A common stock but will own only approximately     % of our Class A common stock outstanding after this offering. See “Dilution” for more detail.

An active, liquid trading market for our Class A common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our Class A common stock. Although we intend to apply to have our Class A common stock approved for listing on      under the trading symbol “    ”, an active trading market for our Class A common stock may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us and the underwriters and may not be indicative of market prices of our Class A common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our Class A common stock or other equity or equity-linked securities and may impair our ability to acquire other companies or technologies by using any such securities as consideration.

Our operating results and stock price may be volatile, and the market price of our Class A common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our Class A common stock to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our Class A common stock may fluctuate in response to various factors, including:

• market conditions in our industry or the broader stock market;

• actual or anticipated fluctuations in our quarterly financial and operating results;

• introduction of new solutions or services by us or our competitors;

• issuance of new or changed securities analysts’ reports or recommendations;

• sales, or anticipated sales, of large blocks of our stock;

• additions or departures of key personnel;

• regulatory or political developments;

• litigation and governmental investigations;

78

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• changing economic conditions;

• investors’ perception of us;

• events beyond our control such as weather, war and health crises such as the COVID-19 pandemic; and

• any default on our indebtedness.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our Class A common stock to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the market price and liquidity of our shares of Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares of Class A common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A common stock intend to sell shares, could reduce the market price of our Class A common stock. After this offering, we will have      outstanding shares of Class A common stock based on the number of shares outstanding as of     , 2024. This includes shares of Class A common stock that we are selling in this offering, which may be resold in the public market immediately. Following the consummation of this offering, substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under lock-up agreements executed in connection with this offering described in “Underwriting” and restricted from immediate resale under the federal securities laws as described in “Shares Eligible for Future Sale.” All of these shares of Class A common stock will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by the representatives on behalf of the underwriters. We also intend to register shares of Class A common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares of Class A common stock sell them or are perceived by the market as intending to sell them.

Because we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our Class A common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our Credit Facilities. Therefore, any return on investment in our Class A common stock is solely dependent upon the appreciation of the price of our Class A common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

79

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

If securities or industry analysts do not publish research or reports about our business, if they publish unfavorable research or reports, or adversely change their recommendations regarding our Class A common stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

If a trading market for our Class A common stock develops, the trading market will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. As a newly public company, we may be slow to attract research coverage. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our stock price or if our results of operations do not meet their expectations, our stock price could decline. Moreover, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause our stock price or trading volume to decline.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

Our certificate of incorporation will authorize us to issue one or more series of preferred stock. Our Board will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

Vista may pursue corporate opportunities independent of us that could present conflicts with our and our shareholders’ interests.

Vista is in the business of making or advising on investments in companies and holds (and may from time to time in the future acquire) interests in or provide advice to businesses that may directly or indirectly compete with our business or be suppliers or clients of ours. For example, while Vista does not currently have other substantial investments or portfolio companies that compete in the investment management industry, they may have in the future. Vista may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Our charter provides that none of our officers or directors who are also an officer, director, employee, partner, managing director, principal, independent contractor or other affiliate of Vista will be liable to us or our shareholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any other person, instead of us or does not communicate information regarding a corporate opportunity to us.

80

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, including our ability to efficiently and effectively integrate acquisitions, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties, that may cause actual results to differ materially from those that we expected, including:

• current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions;

• our failure to compete effectively in our industry, which is highly competitive;

• limitations on our growth caused by the time and expense associated with switching from our competitors’ software and services to ours;

• effects on our operating results caused by volatility as a result of exposure to interest rate variability and foreign currency exchange risks;

• our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets;

• variations in our operating results period to period caused by the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors;

• the fact that our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional based-products and services;

• our current and potential strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector;

• a potential impairment of our goodwill or other intangible assets;

• affiliates of Vista Equity Partners’ indirect control over us;

• effects on our market share caused by our ability to keep pace with rapid technological change in our industry;

• the significant amount of cash to service our indebtedness;

• our ability to service all of our indebtedness;

• any interruption to our access to information generated by third parties or disruption of services from communication services vendors used in our software, services and solutions;

• potential claims from third parties stating that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights;

• our ability to protect our intellectual property and property rights;

81

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• our ability to comply with our obligations with third party software and technology under license or technology agreements;

• our utilization of open source software;

• our ability to protect the confidentiality of our trade secrets and know-how;

• risks associated with our international business activities;

• changes in or violations by us or our customers of applicable government regulations;

• regulatory developments;

• privacy laws, regulations and standards;

• periodic changes in the amount of our income tax provision (benefit);

• the fact that we are subject to taxation in multiple jurisdictions;

• our potential engagement in acquisitions, joint ventures, dispositions or similar transactions;

• potential significant restructuring and severance charges in future periods;

• our dependence on a limited number of key personnel who would be difficult to replace;

• our dependence on our brands;

• potential disruptions of the information technology systems or infrastructure of certain of our third-party vendors and service providers;

• any system failures, delays and other problems;

• potential fraudulent data access and other security breaches of our or our third-party service providers’ information systems, or the potential failure to maintain the security of proprietary, personal, sensitive or confidential information;

• current or future legal proceedings brought against us;

• our ability to obtain capital when desired on favorable terms; and

• other factors disclosed in the section entitled “Risk Factors” and elsewhere in this prospectus.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

82

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

83

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

USE OF PROCEEDS

We estimate, based upon an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $     million (or $     million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use such net proceeds to acquire      additional Holding LLC Units (or      Holding LLC Units if the underwriters exercise their option to purchase additional shares in full) in Holding LLC at a purchase price per Holding LLC Unit equal to the initial public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

In turn, Holding LLC intends to apply the net proceeds (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) to acquire      newly-issued Class A Units (or      Class A Units if the underwriters exercise their option to purchase additional shares in full) in Topco LLC at a purchase price per Class A Unit equal to the initial public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

In turn, Topco LLC intends to apply the net proceeds (including any additional proceeds it may receive from Holding LLC if the underwriters exercise their option to purchase additional shares of Class A common stock), directly or indirectly, to (i) repay $     million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, (ii) repay $    million of outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, (iii) repay $    million of outstanding indebtedness under the Revolving Credit Facility, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, (iv) repay $    of the Related Party Note (as defined herein), under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023, and (v) pay expenses incurred in connection with this offering and the other Organizational Transactions.

Borrowings under the First Lien Term Loan Facility (other than borrowings denominated in British pounds sterling) bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to the highest of (i) the rate of interest quoted in the print edition of the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.50% and (iii) the sum of (a) the adjusted benchmark rate (either adjusted SOFR plus a credit spread adjustment of 0.11448% or adjusted EURIBOR, depending on the currency of the loans) (after giving effect to any applicable adjusted rate “floor” for such tranche of loan) that would be payable on such day for such a benchmark rate loan of the same tranche with a one-month interest period plus (b) 1.00% or (2) (i) with respect to our seven-year senior secured first lien term loans in an aggregate principal amount of $3,380.0 million, €1,200.0 million and £300.0 million (the “First Lien Term Loans”) denominated in Euros, an adjusted eurocurrency rate that is subject to a 0.00% interest rate floor and (ii) with respect to First Lien Term Loans denominated in U.S. dollars, term SOFR plus a credit spread adjustment of 0.11448% if such First Lien Term Loan is under a one month interest period, 0.26161% if such First Lien Term Loan is under a three month interest period and 0.42826% if such First Lien Term Loan is under a sixth month interest period, in each case, subject to a 0.50% interest rate floor.

First Lien Term Loans denominated in British pounds sterling bear interest at a rate equal to an applicable margin plus a rate equal to the sterling overnight index average published by the Bank of England, subject to an interest rate floor of 0.00%. The applicable margin is (w) with respect to First Lien Term Loans denominated in U.S. dollars, (i) that bear interest with respect to SOFR, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (x) with respect to First Lien Term Loans denominated in Euros, (i) that bear interest with

84

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

respect to a eurocurrency rate, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (y) with respect to First Lien Term Loans denominated in British pounds sterling, 5.25%, subject to a 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00.

The interest rate on the First Lien Term Loan Facility was 9.0% per annum as of March 31, 2023. The maturity date of the First Lien Term Loan Facility is June 2, 2028.

Borrowings under the Second Lien Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to the highest of (i) the rate of interest quoted in the print edition of the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.50% and (iii) the sum of (a) the adjusted SOFR plus a credit spread adjustment of 0.10% (after giving effect to the 1.00% interest rate floor) that would be payable on such day for such SOFR loan of the same tranche with a one-month interest period plus (b) 1.00% or (2) term SOFR plus a credit spread adjustment of 0.10%, subject to a 1.00% interest rate floor.

The applicable margin is (y) with respect to Second Lien Term Loans held by participating lenders under the Third Amendment to the Second Lien Credit Agreement, (i) that bear interest with respect to SOFR, 9.25% during the PIK Period (which may be payable in kind during the PIK Period) and 9.00% after the expiration of the PIK Period and (ii) that bear interest with respect to the base rate, 8.25% during the PIK Period (and payable in kind during the PIK Period) and 8.00% after the expiration of the PIK Period and (z) with respect to Second Lien Term Loans held by lenders that did not participate in the Third Amendment to Second Lien Credit Agreement, (i) that bear interest with respect to SOFR, 8.00% and (ii) that bear interest with respect to the base rate, 8.00%.

The interest rate on the Second Lien Term Loan Facility was 13.9% per annum as of March 31, 2023. The maturity date of the Second Lien Term Loan Facility is June 3, 2029.

As of March 31, 2023, the interest rate for the Revolving Credit Facility was 8.3% per annum. As of March 31, 2023, the Company has drawn $408.0 million on the Revolving Credit Facility. The maturity date of the Revolving Credit Facility is September 30, 2025. Affiliates of Goldman Sachs & Co. LLC act as lenders and/or arrangers under the Revolving Credit Facility and may receive a portion of the proceeds. See “Underwriting.”

On November 18, 2021, Solera Global Holding Corp. borrowed a principal amount of $83.4 million from VEPF V Polaris Aggregator, L.P., an affiliate of Vista, pursuant to a promissory note (the “Related Party Note”). Interest on the Related Party Note accrues at a rate per annum approximately equal to SOFR plus a margin of 2.10%, payable on the applicable interest payment date, and to the extent interest is not paid in cash, such interest shall be paid-in-kind and added to the principal amount of the Related Party Note. Following the second amendment and restatement, the maturity date was extended to April 10, 2024. See “Certain Relationships and Related Party Transactions—Related Party Note” for more details with respect to the Related Party Note.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock, each $1.00 increase or decrease in the assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $     million, assuming the number of shares of Class A common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

85

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $     million, assuming that the initial public offering price per share for the offering remains at $     (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

86

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, including our first lien credit agreement (the “First Lien Credit Agreement”) and our second lien credit agreement (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements” and the credit facilities provided for thereunder, the “Credit Facilities”), and will depend on our results of operations, financial condition, capital requirements and other factors that our Board deems relevant.

Under the terms of the LLC Operating Agreement, Topco LLC is obligated to make tax distributions to current and future unitholders, including us, with such distributions to be made on a pro rata basis among the holders of Class A Units based on Topco LLC’s net taxable income and without regard to any applicable basis adjustment under Section 743(b) of the Code, which means that the amount of tax distributions will be determined based on the holder who is allocated the largest amount of taxable income on a per Class A Unit basis and at a tax rate that will be determined by us, but will be made pro rata based on ownership of Class A Units, and so Topco LLC will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that it would have paid if it were taxed on its net income at the tax rate applicable to a similarly situated corporate taxpayer. We expect that these tax distributions will be substantial, and will likely exceed (as a percentage of Topco LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result, it is possible that we will receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. While our Board may choose to distribute such cash balances as dividends on our Class A common stock (subject to the limitations set forth in the preceding paragraph), it will not be required (and does not currently intend) to do so, and may in its sole discretion choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination.

87

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

CAPITALIZATION

The following table describes our cash and consolidated capitalization as of March 31, 2023:

• of Solera Global Corp. on an actual basis;

• of Solera Global Corp. on a pro forma basis, after giving effect to the Organizational Transactions other than this offering; and

• of Solera Global Corp. on a pro forma as adjusted basis, after giving effect to the Organizational Transactions and our sale of      shares of Class A common stock in this offering at an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock) and the application of the net proceeds of the offering as set forth in “Use of Proceeds.”

You should read this table in conjunction with the consolidated financial statements and the related notes, “Use of Proceeds,” “Organizational Structure,” “Unaudited Pro Forma Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of March 31, 2023 (Dollars in thousands, except share amounts and per share data)
	Actual Solera Global Corp			Pro Forma for the Organizational Transactions (other than the offering)		Pro Forma As Adjusted for the Organizational Transactions (including the offering)
Cash	$	214,825		$		$
Indebtedness:
First lien term loan facility (1)	$	5,664,620
Second lien term loan facility		2,442,375
Related party note		88,021
Total debt		8,195,016
Mezzanine equity:
Redeemable noncontrolling interests		140,898
Stockholders’ equity (deficit):
Common units
Class A common stock, $0.0001 par value per share, 500 million shares authorized; 2,577,255 issued and outstanding at March 31, 2023, on an actual basis; 500 million shares authorized,    shares issued and outstanding, on a pro forma basis; 500 million shares authorized;    shares issued and outstanding, on a pro forma as adjusted basis		—
Class V common stock, $0.0001 par value per share, 50 million shares authorized; no shares issued and outstanding at March 31, 2023, on an actual basis; 50 million shares authorized,    shares issued and outstanding, on a pro forma basis; 50 million shares authorized;    shares issued and outstanding, on a pro forma as adjusted basis		—
Additional paid-in capital		3,056,646
Accumulated deficit		(3,068,736	)
Accumulated other comprehensive loss		(271,184	)
Total Solera Global Corp. stockholders’ equity (deficit)		(283,274	)
Non-controlling interests (2)		242,040
Total capitalization	$	8,294,680		$		$

(1) Included in the First Lien Credit Facility is a $500.0 million Revolving Credit Facility of which $408.0 million was outstanding as of March 31, 2023. As of March 31, 2023 we had up to an additional $75.5 million available for borrowing under our Revolving Credit Facility, subject to certain limitations. As

88

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

of March 31, 2023, we had $16.5 million of outstanding letters of credit under the facility. This balance also reflects the aggregate principal amount of $300.0 million in Incremental First Lien Term Loans and $100.0 million aggregate principal amount of Revolving Loans incurred in connection with the Spireon Acquisition.

(2) On a pro forma as adjusted basis, includes the Topco LLC interests not owned by us, which represents    % of Topco LLC’s LLC Units. The LLC Unitholders will directly and indirectly hold the non-controlling economic interest in Topco LLC. Solera Global Corp. will hold    % of the economic interest in Topco LLC.

A $1.00 increase or decrease in the assumed initial public offering price of $     per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $     million, assuming the number of shares of Class A common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $     million, based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of Class A common stock to be outstanding after the completion of this offering excludes shares of Class A common stock that may be issuable upon exercise of exchange rights held by the LLC Unitholders and     shares of Class A common stock reserved for issuance under the Solera Global Corp. 2024 Omnibus Incentive Plan.

89

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

DILUTION

Because the LLC Unitholders do not own any Class A common stock or other economic interests in Solera Global Corp., we have presented dilution in pro forma as adjusted net tangible book value per share after this offering assuming that the LLC Unitholders had all of their LLC Units redeemed or exchanged for newly-issued shares of Class A common stock (rather than for cash and based upon an assumed offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and the cancellation for no consideration of all of their shares of Class V common stock (which are not entitled to receive distributions or dividends, whether in cash or stock, from Solera Global Corp.) in order to more meaningfully present the dilutive impact to the investors in this offering. We refer to the assumed redemption or exchange of all LLC Units for shares of Class A common stock as described in the previous sentence as the “Assumed Redemption.”

Dilution results from the fact that the initial public offering price per share of the Class A common stock is substantially in excess of the pro forma as adjusted net tangible book value per share of Class A common stock after this offering. Net tangible book value (deficit) per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Class A common stock outstanding. If you invest in our Class A common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock after this offering.

Pro forma as adjusted net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock, after giving effect to the Organizational Transactions, including the sale of      shares of Class A common stock in this offering at the assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and the Assumed Redemption. Our pro forma as adjusted net tangible book value (deficit) as of     , 2024 was $      million, or $     per share of Class A common stock. This represents an immediate increase in net tangible book value to the LLC Unitholders of $     per share and an immediate dilution to new investors in this offering of $     per share. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:

Assumed initial public offering price per share			$
Historical net tangible book value per share as of     , 2024
Pro forma net tangible book value (deficit) per share as of     , 2024 before this offering(1)	$
Increase in net tangible book value per share attributable to the investors in this offering	$
Pro forma as adjusted net tangible book value (deficit) per share after this offering			$
Dilution in net tangible book value per share to the investors in this offering			$

(1) The computation of pro forma as adjusted net tangible book value per share as of    , 2024 before this offering is set forth below:

(in thousands, except per share data)
Book value of tangible assets	$
Less: total liabilities	$
Pro forma as adjusted net tangible book value(a)	$
Shares of Class A common stock outstanding(a)
Pro forma as adjusted net tangible book value per share	$

90

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

(a) Gives pro forma effect to the Organizational Transactions (other than this offering) and the Assumed Redemption.

A $1.00 increase or decrease in the assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted net tangible book value by $     million, or $     per share, and would increase or decrease the dilution per share to the investors in this offering by $     based on the assumptions set forth above.

The following table summarizes as of     , 2024, after giving effect to the Organizational Transactions (including this offering), the number of shares of Class A common stock purchased from us, the total consideration paid and the average price per share paid by the purchasers in this offering, based upon an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and before deducting estimated underwriting discounts and commissions and offering expenses, after giving effect to the Assumed Redemption:

	Shares of Class A Common Stock Purchased					Total Consideration
	Number		Percent			Amount		Percent			Average Price Per Share
Existing owners					%	$				%	$
Investors in this offering
Total				100	%	$			100	%	$

The discussion and tables above assumes no exercise of the underwriters’ option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class V common stock, because holders of the Class V common stock are not entitled to distributions or dividends, whether in cash or stock, from Solera Global Corp. If the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, after giving effect to the Assumed Redemption, the LLC Unitholders would collectively own approximately      % and the investors in this offering would own approximately      % of the total number of shares of our Class A common stock outstanding after this offering. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, after giving effect to the Assumed Redemption, the pro forma as adjusted net tangible book value (deficit) per share after this offering would be $     per share, and the dilution in the pro forma as adjusted net tangible book value (deficit) per share to the investors in this offering would be $     per share.

The tables and calculations above are based on the number of shares of common stock outstanding as of     , 2024 (after giving effect to the Organizational Transactions and the Assumed Redemption). To the extent that any new options or other equity incentive grants are issued in the future with an exercise price or purchase price below the initial public offering price, new investors will experience further dilution.

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or equity-linked securities, the issuance of these securities could result in further dilution to our shareholders.

91

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma condensed and consolidated statement of loss for our 2023 fiscal year, and the unaudited pro forma condensed and consolidated balance sheet as of March 31, 2023 present our financial position and results of operations after giving pro forma effect to:

(1) The Organizational Transactions described under “Organizational Structure,” including the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds”

(2) The effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;” and

(3) A provision for corporate income taxes on the income of TopCo LLC allocable to Solera Global Corp., inclusive of all U.S. federal, state, local, and foreign income taxes.

Pro forma adjustments made for items (1) through (3) above are presented as if the transactions occurred on March 31, 2023 for the unaudited pro forma condensed and consolidated balance sheet and on April 1, 2022 for the unaudited pro forma condensed and consolidated statement of loss for our 2023 fiscal year.

Our unaudited pro forma condensed and consolidated statement of loss for our 2023 fiscal year has been derived from the consolidated financial statements of Solera Global Corp. and its subsidiaries after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed and consolidated financial statements. Our unaudited pro forma condensed and consolidated balance sheet as of March 31, 2023 is derived from consolidated financial statements of Solera Global Corp. and its subsidiaries.

The unaudited pro forma financial information has been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will be a taxpaying entity subject to U.S. federal, state and foreign income taxes. The unaudited pro forma financial information was prepared in accordance with Article 11 of SEC Regulation S-X. See the accompanying notes to the unaudited pro forma financial information for a discussion of assumptions made.

The unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above or that could be achieved in the future. Future results may vary significantly from the results reflected in the unaudited pro forma statements of loss and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma financial information. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial information.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

For purposes of the unaudited pro forma condensed and consolidated financial information, we have assumed that we will issue    shares of Class A common stock at a price per share equal to $  , the midpoint of the estimated public offering price range set forth on the cover of this prospectus. The net proceeds from the sale of shares of Class A common stock in this offering will be used to acquire additional Holding LLC Units at a purchase price per Holding LLC Unit equal to the initial public offering price per share of Class A

92

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

common stock in this offering, less underwriting discounts and commissions. Except as otherwise indicated, the unaudited pro forma financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

As described in greater detail under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” in connection with the consummation of this offering, we will enter into the Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that will provide for the payment by Solera Global Corp. to such persons, collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes (computed using simplifying assumptions to address the impact of state and local taxes) we actually realize (or under certain circumstances are deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the Tax Receivable Agreement, as discussed below) as a result of (i) Basis Adjustments resulting from purchasers of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future, (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.

We expect to benefit from the remaining 15% of cash savings, if any, that we realize. Due to the uncertainty in the amount and timing of future exchanges of LLC Units by LLC Unitholders and purchases of LLC Units from LLC Unitholders, the unaudited pro forma financial information assumes that no future exchanges or purchases of LLC Units have occurred and therefore no increases in tax basis in the Topco LLC assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma financial information. Additionally, amounts payable under the Tax Receivable Agreement are contingent upon, among other things, generation of sufficient future taxable income during the term of the Tax Receivable Agreement. As such, there is no resulting liability related to the Tax Receivable Agreement in connection with the Organizational Transactions as the associated deferred tax assets are fully offset by a valuation allowance. As a result of the full valuation allowance, changes in the assumed number of LLC Units exchanged or the assumed share price would have no impact on the amount of deferred tax assets or Tax Receivable Agreement liability recorded as of the date of this prospectus.

Upon an exchange under the exchange feature, an additional Tax Receivable Agreement liability will be recorded against stockholders’ equity based on the amounts that are probable (not subject to a valuation allowance) and reasonably estimable of being paid under the Tax Receivable Agreement. Similarly, changes in both the deferred tax asset and valuation allowance that result from subsequent exchanges shall be reflected as charges against stockholders’ equity. Any subsequent changes to the Tax Receivable Agreement liability that are not related to an exchange or a payment pursuant to the Tax Receivable Agreement will be recorded in operating income including the initial recognition of a Tax Receivable Agreement liability at a post-transaction date. Subsequent changes to the deferred tax valuation allowance will be recognized in income tax expense.

If all LLC Unitholders were to exchange or sell us all of their LLC Units, we would recognize a deferred tax asset of approximately $  million and a liability under the Tax Receivable Agreement of approximately $   million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $   per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of   %; (iv) that we will have sufficient taxable income to fully utilize the tax benefits and (v) no material changes in tax law. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price per share of our Class A common stock at the time of the exchange, and the tax rates then in effect.

For each 5% increase (decrease) in the amount of LLC Units exchanged by or purchased from LLC Unitholders (or their transferees of LLC Units or other assignees), our deferred tax asset would increase

93

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

(decrease) by approximately $   million and the related liability would increase (decrease) by approximately $  million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $ per share, our deferred tax asset would increase (decrease) by approximately $  million and the related liability would increase (decrease) by approximately $   million, assuming that the number of LLC Units exchanged by or purchased from LLC Unitholders (or their transferees of LLC Units and other assignees) and the corporate tax rate remain the same. These amounts are estimates and have been prepared for illustrative purposes only.

The unaudited pro forma financial information should be read together with “Organizational Structure,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements of the Company and subsidiaries and related notes thereto included elsewhere in this prospectus.

94

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Solera Global Corp.

UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2023

(In thousands except share and per share data)

	Consolidated Company		Transaction Accounting Adjustments (Note 3)					Pro forma as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	214,825	$			(AA	)	$
						(CC	)
Accounts receivable, net of allowance for credit losses		356,806
Other receivables, net of allowance for credit losses		33,513
Prepaid assets		141,895				(BB	)
Other current assets		193,798
Total current assets		940,837
Property and equipment, net		129,135
Goodwill		6,579,202
Intangible assets, net		1,756,577
Other noncurrent receivables, net of allowance for credit losses		39,386
Other noncurrent assets		205,036
Deferred income tax assets		100,852
Total assets	$	9,751,025	$					$
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	182,113
Current derivative financial instruments		1,950
Accrued expenses and other current liabilities		470,404				(BB	)
Deferred revenue		227,977
Income taxes payable		64,485
Current portion of long-term debt		53,497
Current operating lease liabilities		16,822
Total current liabilities		1,017,248
Long-term debt, net		7,985,381				(CC	)
						(DD	)

95

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Consolidated Company			Transaction Accounting Adjustments (Note 3)					Pro forma as Adjusted
Operating lease liabilities (net of current portion)		46,571
Related party note		88,021					(CC	)
Other noncurrent liabilities		339,294
Deferred income tax liabilities		174,846
Total liabilities		9,651,361
Commitments and Contingencies
Mezzanine Equity:
Redeemable noncontrolling interests		140,898
Total mezzanine equity		140,898
Stockholders’ Equity (Deficit):
Class A common stock, par value $0.0001 per share		—
Class V common stock, par value $0.0001 per share		—
Additional paid-in-capital		3,056,646					(AA	)
							(BB	)
							(EE	)
Accumulated deficit		(3,068,736	)				(EE	)
							(DD	)
Accumulated other comprehensive loss		(271,184	)
Total Solera Global Corp. stockholders’ equity (deficit)		(283,274	)
Noncontrolling interests		242,040
Total stockholders’ equity (deficit)		(41,234	)
Total liabilities, mezzanine equity, and stockholders’ equity (deficit)	$	9,751,025		$					$

See accompanying Notes to Unaudited Pro Forma Condensed and Consolidated Financial Information

96

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Solera Global Corp.

UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF LOSS

FOR THE YEAR ENDED MARCH 31, 2023

(In thousands except share and per share data)

	Consolidated Company			Transaction Accounting Adjustments (Note 5)			Pro Forma as Adjusted
Revenues	$	2,360,387		$			$
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		959,293
Selling, general and administrative, excluding depreciation and amortization		516,930				(A)
Acquisition and related costs		70,230
Depreciation and amortization		437,824
Asset impairment charges		11,713
Restructuring charges and other costs associated with exit and disposal activities		6,688
Total operating expenses		2,002,678
Operating income		357,709
Other expense (income), net		(2,378	)
Interest expense, net		690,828				(B)
						(C)
Loss before income taxes		(330,741	)
Income tax provision		49,821				(D)
Net loss		(380,562	)
Net loss attributable to noncontrolling interests		(6,029	)
Net income (loss) attributable to Solera Global Corp	$	(374,533	)	$			$
Net loss per share (Note 4)
Basic and Diluted	$	(145.35	)
Shares used in computing earnings per share
Basic and Diluted		2,576,773

See accompanying Notes to Unaudited Pro Forma Condensed and Consolidated Financial Information

97

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

Note 1: Description of the Organization Transactions

Solera Global Corp., the issuer in this offering, is a Delaware corporation formed to serve as a holding company that holds an interest in Holding LLC (which resulted from the merger of Solera Global Holding Corp. with and into a subsidiary of Solera Global Corp. and was subsequently renamed Solera Global Holding, LLC, or Holding LLC, as of December 27, 2021). Prior to December 27, 2021, Solera Global Corp. had not engaged in any business or other activities other than those incidental to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

As a result of the Organizational Transactions described above, Solera Global Corp., through Holding LLC, indirectly acquired approximately 90% of the Topco LLC’s outstanding common units and has the ability to appoint the majority of board seats. Further, the minority owners do not hold any participating or blocking rights. As such, we have determined that Topco LLC is a voting interest entity and under the control of Solera Global Corp. through its subsidiaries.

Prior to the closing of this offering, the operating agreement of Topco LLC will be amended and restated to, among other things, modify its capital structure by replacing the membership interests and providing for LLC Units consisting of two classes of common ownership interests in Topco LLC (one held by certain employees and consultants subject to vesting and a participation threshold (e.g., Class B Units), and one held by the other Topco LLC owners, including Vista (e.g., Class A Units)). We and the LLC Unitholders will also enter into an Exchange Agreement under which holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock. As LLC Unitholders exchange their LLC Units for shares of Class A common stock or cash, our interest in Topco LLC will be correspondingly increased.

Solera Global Corp. will use all of the net proceeds from this offering of our Class A common stock to acquire Holding LLC Units from Holding LLC at a purchase price per Class A Unit equal to the initial public offering price per share of our Class A common stock, less underwriting discounts and commissions.

In turn, Holding LLC will apply the net proceeds it receives from us (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) to acquire newly-issued Class A Units in Topco LLC at a purchase price per Class A Unit equal to the initial public offering price per share of Class A common stock in this offering, less underwriting discounts and commissions. In turn, Topco LLC will apply the net proceeds it receives from Holding LLC (including any additional proceeds it may receive from Holding LLC if the underwriters exercise their option to purchase additional shares of Class A common stock) to repay $  million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, repay $   million of our outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, repay $   million of outstanding indebtedness under the Revolving Credit Facility, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, and repay $   million of indebtedness under the Related Party Note, under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023, and pay expenses incurred in connection with this offering and the other Organizational Transactions.

98

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Solera Global Corp. will issue shares of our Class V common stock to the holders of Class A Units on a one-to-one basis with the number of Class A Units owned by such LLC Unitholders for nominal consideration. Holders of Class V common stock will have no economic interests in Solera Global Corp. but will vote together with the holders of our Class A common stock as to all matters upon which votes of Solera Global Corp. stockholders are required.

Solera Global Corp. is a holding company and the sole managing member of Holding LLC and, upon consummation of this offering and the application of the proceeds therefrom, it will continue to be a holding company, and its sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC. Solera Global Corp. will exclusively operate and control all of the business and affairs and consolidate the financial results of Holding LLC and, through its control of Holding LLC, Topco LLC.

For a description of the Organizational Transactions and this offering, refer to the section entitled “Organizational Structure.”

Note 2: Transaction Accounting Adjustments to Unaudited Pro Forma Condensed and Consolidated Balance Sheet

(AA) Represents the net proceeds of approximately $  million based on an assumed initial public offering price of $  per share, which is the midpoint of the estimated offering price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(BB) We are deferring certain costs associated with this offering. These costs primarily represent legal, accounting and other costs directly associated with this offering and are recorded in current assets in our consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital. There were initially $0.0 million of deferred offering costs recorded in prepaid assets as of March 31, 2023, and $  million of additional deferred offering costs that the company expects to incur prior to this offering which were recorded to accrued expenses and other current liabilities with a corresponding reduction to additional paid-in capital.

(CC) Reflects use of proceeds from this offering to repay $  million of indebtedness under the First Lien Term Loan Facility, under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, repay $   million of our outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, repay $   million of outstanding indebtedness under the Revolving Credit Facility, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, and repay $  million of indebtedness under the Related Party Note, under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023.

(DD) Reflects derecognition of debt discount and deferred debt issuance cost in connection with the use of proceeds from this offering to partially extinguish indebtedness under the First Lien Term Loan Facility and the Second Lien Term Loan Facility.

(EE) Reflects the impact of certain share-based compensation awards with performance conditions fulfilled upon completion of this offering.

Note 3: Transaction Accounting Adjustments to Unaudited Pro Forma Statement of Loss for the 2023 fiscal year

The pro forma adjustments included in the unaudited pro forma statement of loss to adjust for the financing/offering are as follows:

(A) Reflects the impact of additional compensation expense recognized as a result of certain share-based compensation awards with performance conditions becoming probable of vesting in connection with completion of the Offering. Additional share-based compensation charges of $  million are reflected for the 2023 fiscal year.

99

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

(B) Reflects reduction in interest expense associated with the use of proceeds from the Offering to partially repay $  million and $   million of indebtedness from the First Lien Term Loan Facility, Second Lien Term Loan Facility, and the Revolving Credit Facility, respectively, and to repay in full $  million of indebtedness under the Related Party Note. Reduction of interest expense was $  million for the 2023 fiscal year.

(C) Reflects write-off of debt discount and deferred debt issuance costs of $  million in connection with the partial repayment of indebtedness from the First Lien Term Loan Facility and Second Lien Term Loan Facility with proceeds of the Offering.

(D) We have determined it is not more-likely-than not that the U.S. federal and state tax benefits associated with deferred tax assets arising from the Transaction Accounting Adjustments would be realized. As a result, the unaudited pro forma condensed and consolidated statement of loss does not reflect an adjustment for the tax impact of these adjustments.

Note 4: EPS

The weighted average number of shares underlying the basic loss per share calculation reflects only the shares of Class A common stock outstanding after the offering. Pro forma diluted loss per share is computed by adjusting the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. However, as Solera Global Corp. is in a net loss position, all securities are considered antidilutive, as they would only further reduce the net loss per share. Shares of Class V common stock are not participating securities and therefore are not included in the calculation of pro forma basic earnings per share.

As of the date of the offering, there are    LLC Units (consisting of Class A Units and Class B Units) representing a   % economic interest in Topco LLC, and a number of shares of Class V common stock equal to the number of Class A Units held by existing owners. LLC Units are, from time to time, exchangeable for shares of Class A common stock or, at our election, in the case of the Class A Units for cash from a substantially concurrent public offering or private sale. Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock for cancellation to effectuate such an exchange. These awards were excluded from the calculation of the diluted EPS as Solera Global Corp is in a loss position in the periods presented.

The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted loss per share.

	For the Year Ended March 31, 2023
Loss per share of Class A common stock
Numerator:
Pro forma as adjusted net loss attributable to Solera Global Corp. shareholders (basic and diluted)	$
Denominator:
Pro forma as adjusted weighted average of shares of Class A common stock outstanding (basic and diluted)
Basic and diluted loss per share of Class A common stock	$

100

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Solera Global Corp. should be read together with our audited financial statements and the notes to those statements, which include the operating results for Solera and DealerSocket on a consolidated basis for our 2023, 2022 and 2021 fiscal years and the section entitled “Unaudited Pro Forma Financial Statements.” Operating results for our 2021 fiscal year do not include the operating results of Omnitracs or Spireon. Omnitracs and Spireon operating results are included in the operating results for our full fiscal year ended March 31, 2023 and for the fiscal year ended March 31, 2022 from the dates of acquisition, June 4, 2021, and March 1, 2022, respectively. This discussion and analysis reflects historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Organizational Transactions, including the completion of this offering. See “Organizational Structure.” References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to the “Company,” “we,” us” and “our” refer to Solera Global Corp. and its consolidated subsidiaries.

All percentage amounts and ratios were calculated using the underlying data in thousands. The operating results presented within this section are not necessarily indicative of results that may be expected for any future period. We describe the effects on our results that are attributed to the change in foreign currency exchange rates by measuring the incremental difference between translating the current and prior period results at the average rates for the same period from the prior year. This discussion and analysis contains forward-looking statements regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in the sections entitled “Risk Factors” and “Forward Looking Statements.” In addition, we regularly review the following Non-GAAP measures when assessing our performance: Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items. See “Key Performance Indicators and Non-GAAP Financial Measures” for more information.

Overview

We are the leading global provider of SaaS solutions to the vehicle lifestyle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through many decades of solving mission critical business challenges and we believe we are the premiere platform in automotive vertical software. We combine AI-powered software, proprietary datasets, and machine learning to help automate business critical workflows including claims processing, vehicle diagnostics and parts services, dealer management, and commercial fleet management. Our SaaS solutions are delivered through our four platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions.

We efficiently reach our customers through our proven direct go-to-market strategies. We acquire customers directly by leveraging: (i) our local in-country field sales who are focused on enterprise customers and account management, (ii) our inside sales teams who focus on small customers, and (iii) our sales operations teams who focus on overall performance management. We also acquire customers indirectly by partnering with strategic channel partners and other third parties to penetrate new markets quickly and efficiently.

Our business model is explicitly designed and engineered to integrate with a wide range of customers operating in diverse industries. We believe this is a point of differentiation for us and enables us to accommodate and work with customers regardless of size, profile, or geographic market. As of November 2023, we had approximately 280,000 customers in more than 120 countries across six continents, including P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators.

101

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our Revenue Model

We primarily derive revenue from software subscriptions and our offering of transaction related solutions. The business-critical nature and deep integration of our software and data offering into our customers’ internal systems and operating workflows has historically translated to a substantial portion of our revenues that are recurring in nature because the revenues are either subscription-based or highly re-occurring transaction-based.

For our 2023 fiscal year, 90% of our total revenues were recurring. These revenues consist of both software subscription and transaction-related fees.

• Software subscription revenue. Our software subscription revenue is comprised of maintenance and licensing fees that are based on a fixed monthly or annual rate per user charged to our customers. We earn fees for: (i) fixed monthly amount for a prescribed number of transactions; (ii) fixed monthly subscription rate; and (iii) price per set of services rendered.

• Transaction-related revenue. Our transaction-related revenue is comprised of transaction fees on a fixed or variable rate per transaction. We earn transaction-related fees for transactions such as estimations, auto claims, vehicle repairs, and vehicle validations. We earn implementation and project-related fees for (i) customization, (ii) upgrades and (iii) futurization, in each instance tailored to the specific customer.

Additionally, much of our revenue is visible and predictable from our existing customers. We expand within our existing customer base by adding more users, increasing transactions per customer, launching additional products, and through pricing and packaging our services.

We believe the depth and breadth of our solutions help our customers manage their business and get paid faster and with less friction. This enables us to develop long-standing relationships with our customers, which in turn drives strong retention and significant cross-selling opportunities. As of the end of our 2023 fiscal year, our average tenure with our top 50 largest customers by revenue was more than 15 years, and with our top 10 largest customers by revenue was more than 20 years. This includes some customer relationships that are multiple decades long.

102

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

While we continue to invest in product innovation and data analytics, our business requires minimal incremental capital expenditures and working capital to support additional revenue within our existing business lines.

Organizational Structure

Topco LLC has been treated as a pass-through entity for U.S. federal income tax purposes and accordingly has not been subject to U.S. federal income tax. Certain wholly-owned subsidiaries of Topco LLC are taxed as either disregarded entities or corporations for U.S. federal and most applicable state, local income tax and foreign tax purposes. After consummation of this offering, Topco LLC will continue to be treated as a pass-through entity for U.S. federal income tax purposes, and certain subsidiaries will continue to be taxed as corporations for U.S. federal and most applicable state, local income tax and foreign tax purposes. As a result of its ownership of LLC Units in Topco LLC through its consolidated subsidiary, Holding LLC, Solera Global Corp. will be subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations and we will be required to make payments under the Tax Receivable Agreement to the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of exchanges and certain tax attributes of Solera Global Corp. and Omnitracs Topco, LLC, and its subsidiaries and the resulting amounts we are likely to pay out pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. Assuming no changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to future exchanges of LLC Units and certain tax attributes of Solera Global Corp., Topco LLC, and its subsidiaries to be approximately $     million and to range over the next 15 years from approximately $     million to $     million per year. As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 15-year period will range from approximately $     million to $     million. These estimates are based on an initial public offering price of $     per share of Class A common stock. Future payments in respect of subsequent exchanges or financings would be in addition to these amounts and are expected to be substantial. The foregoing numbers are merely estimates, and the actual payments could differ materially. We expect to fund these payments using cash on hand and cash generated from operations. See “Organizational Structure—Amended and Restated Operating Agreement of Topco LLC.” and “Organizational Structure—Tax Receivable Agreement.”

Key Factors Affecting Our Performance

The following are key factors that affect our operating results and financial performance:

Investments in Technology and Development. We make significant investments in both new solutions and enhancements to our existing solutions. We have a proven track record of expanding our market leadership by adding new technology solutions that we can offer to new and existing customers. We will continue to adopt new technologies and invest in the development of more features and functionality to deliver value to our customers. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Expansion of Our Relationships with Existing Customers. Our revenue grows as we address the evolving needs of our existing customers and, as such, customers increase usage of our platforms. As they realize the benefits of our solutions, our customers often increase the volume and types of transactions processed on our platforms. Much of our growth in existing customers results from wallet share expansion in the form of enhanced pricing or the introduction of new solutions and services into new geographies for existing customers. The expansion of our relationships with existing customers has been instrumental in growing our customer base to over 280,000 as of November 2023.

Acquisition of New Customers Globally. Sustaining our growth requires continued adoption of our solutions, services, and data by new customers. We will continue to invest in our go-to-market strategies as we

103

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

further penetrate our addressable markets to acquire new customers globally. We are focused on the effectiveness of sales and marketing spending and will continue to be strategic in maintaining efficient customer acquisition costs, including adjusting spending levels as needed in response to changes in the economic environment and the industry.

Expansion into New Markets. We have a proven ability to both expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our financial performance depends in large part on the overall demand for our solutions, services and data. When introducing new solutions to existing customers in new geographies, we are able to leverage established distribution networks and customer relationships to more efficiently scale our solutions.

Strategic Acquisitions. From time to time, we may pursue acquisitions as part of our ongoing strategy to increase our growth and add to our addressable market. While these acquisitions are intended to add long-term value, in the short term they may add redundant operating expenses or additional carrying costs until the underlying value is unlocked. Our ability to successfully pursue strategic acquisitions depends upon a number of factors, including sustained execution of a disciplined and selective acquisition strategy and our ability to effectively integrate targeted companies or assets into our model and grow our business.

Seasonality. Our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher revenues during the third quarter and fourth quarter versus the first quarter and second quarter during each fiscal year. This seasonality is caused primarily by more days of inclement weather during the third and fourth quarters in most of our markets, which contributes to a greater number of vehicle accidents and damage during these periods. Our business is subject to fluctuations caused by other factors, including the occurrence of extraordinary weather events and the timing of certain public holidays.

Factors Affecting Comparability of Our Operating Results

Below is a summary description of several factors that have or may have an effect on the comparability of our operating results between periods.

Our Acquisitions

With over 50 completed acquisitions since 2006 and nearly $8 billion of capital deployed on acquisitions since 2011, we have a long and successful track record of acquiring businesses to drive geographic expansion and bolster our technology. On June 4, 2021, we acquired Omnitracs.

The aggregate purchase consideration in connection with the closing of the Omnitracs Acquisition was $975.1 million, comprised of 119,281 common shares of Solera Global Corp. exchanged with a fair value of $2,524 per common share and 7.8% equity interest in Solera, LLC and DealerSocket LLC, which hold the operations of Solera and Omnitracs, respectively. Additionally, immediately following the closing of the acquisition, we repaid $1.1 billion of debt on acquiree’s behalf. The Omnitracs Acquisition was not included in the results shown for our 2021 the fiscal year. Omnitracs has been reflected in the results shown for our 2022 fiscal year from the date of acquisition, June 4, 2021, and for our full 2023 fiscal year.

On March 1, 2022, the Company acquired all outstanding shares of Spireon Holdings, Inc. and Spireon-ATS Holdings, Inc. (collectively, the “Spireon Acquisition”) from Spireon Holdings, L.P. for $776.3 million, which consisted of $393.2 million paid in cash at closing, a deferred cash payment of $125.0 million, 24,221.57 Class A Units of Topco LLC’s equity interest representing fair value consideration of $212.5 million, and a series of potential earn-out payments if certain revenue and profitability metrics are met. The fair value of the earn-out payments provide for approximately $38.0 million in additional payments, of which zero million has been paid as of March 31, 2023. The Spireon Acquisition was not included in the results for our 2021 fiscal year. Spireon has been reflected in the results shown for our 2022 fiscal year from the date of acquisition, and for our full 2023 fiscal year.

104

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Refinancing Transactions and Variable Rate Indebtedness

On June 4, 2021 (the “Refinancing Date”), we refinanced $4.6 billion of our existing indebtedness. The impact of refinancing fees and a conversion from fixed rate indebtedness to variable rate indebtedness impacts the comparability of our results for the periods presented. In connection with the refinancing, we entered into (1) the First Lien Credit Agreement, which provides for the First Lien Term Loans in an aggregate principal amount of $3,380 million, €1,200 million and £300 million and the Revolving Credit Facility in an aggregate principal amount of $500 million and (2) the Second Lien Credit Agreement, which provides for the Second Lien Term Loans in an initial aggregate principal amount of $2,500 million. The Revolving Credit Facility contains a sublimit for the issuance of certain letters of credit of $175 million.

The proceeds of this refinanced indebtedness were used primarily to retire our legacy debt (including fixed rate notes) and preferred stock as well as Omnitracs debt in connection with that acquisition.

In connection with the Spireon Acquisition, the Company borrowed additional first lien term loans (the “Incremental First Lien Term Loans”) under the First Lien Credit Agreement in an aggregate principal amount of $300 million and borrowed Revolving Loans (as defined below) under the Revolving Credit Facility in an aggregate principal amount of $100 million (collectively, the “Spireon Borrowings”). For more information on our indebtedness, see the section entitled “—Liquidity and Capital Resources” set forth below.

As of   , 2024, we had $   billion of variable rate indebtedness outstanding. For our 2023 and 2022 fiscal years, we had $8.3 billion and $8.2 billion of variable rate debt outstanding, respectively, and cash interest expense of $650.0 million and $401.4 million, respectively. For our 2021 fiscal year, we had $4.6 billion of fixed and variable rate debt outstanding and cash interest expense of $308.3 million. Fluctuations in interest rates and the amount of debt outstanding significantly impacts our interest expense and, therefore, impacts the comparability of our results for the periods presented. If the underlying interest rates as of    , 2024 were applied to the Credit Facilities subject to variable interest rates during the 2023 and 2022 fiscal years then the interest expense for the 2023 and 2022 fiscal years would have increased by approximately $   million and $   million, respectively. A hypothetical 100 basis point increase or decrease in our interest rates would have resulted in a decrease or increase, as the case may be, to our consolidated interest expense of $82.1 million, $79.9 million during our 2023 and 2022 fiscal years, respectively.

Foreign currency

During our 2023, 2022 and 2021 fiscal years, we generated a significant portion of our revenues and incurred a significant portion of our costs, in currencies other than the U.S. dollar, primarily the Euro, Pound Sterling, Swiss franc, Mexican peso, and Canadian dollar. We translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the consolidated statements of loss and certain components of consolidated equity and the exchange rate at the end of that period for the consolidated balance sheet. These translations resulted in foreign currency translation adjustments in each of the periods presented.

105

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Exchange rates between most of the major foreign currencies used to transact business and the U.S. dollar have fluctuated significantly over the last few years and we expect that they will continue to fluctuate. In particular, the economies of countries in Europe have been experiencing weakness associated with ongoing conflict in Ukraine and the Israel-Hamas war, high sovereign debt levels, weakness in the banking sector, uncertainty over the future of the Eurozone and volatility in the value of the Pound Sterling and the Euro, including instability surrounding the withdrawal of the U.K. from the E.U., referred to as Brexit. A significant portion of our revenues and costs are denominated in Euros, Pound Sterling, Swiss francs, Mexican pesos, Canadian dollars and other foreign currencies. The following table provides the average quarterly exchange rates for the Euro and Pound Sterling since the beginning of our 2021 fiscal year:

Period	Average Euro-to-U.S. Dollar Exchange Rate		Average Pound Sterling-to-U.S. Dollar Exchange Rate
Quarter Ended June 30, 2020		1.10		1.24
Quarter Ended September 30, 2020		1.17		1.29
Quarter Ended December 31, 2020		1.19		1.32
Quarter Ended March 31, 2021		1.21		1.38
Quarter Ended June 30, 2021		1.20		1.40
Quarter Ended September 30, 2021		1.18		1.38
Quarter Ended December 31, 2021		1.14		1.35
Quarter Ended March 31, 2022		1.12		1.34
Quarter Ended June 30, 2022		1.07		1.26
Quarter Ended September 30, 2022		1.01		1.18
Quarter Ended December 31, 2022		1.02		1.17
Quarter Ended March 31, 2023		1.07		1.21

During our 2023 fiscal year, as compared to our 2022 fiscal year, the U.S. dollar strengthened versus the Euro by 10.4% and strengthened versus the Pound Sterling by 11.7%, respectively, which on a net basis decreased revenue and expenses for our 2023 fiscal year. During our 2022 fiscal year, as compared to our 2021 fiscal year, the U.S. dollar strengthened versus the Euro by 0.3% and weakened versus the Pound Sterling by 4.6%, respectively, which on a net basis increased revenues and expenses for our 2022 fiscal year. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact our businesses would have resulted in a decrease or increase, as the case may be, to our consolidated revenues of $45.1 million, $46.0 million, and $39.4 million during our 2023, 2022 and 2021 fiscal years, respectively.

Macroeconomic Trends

Macroeconomic conditions have negatively impacted worldwide economic activity by causing interest rate increases and variability, disruptions of supply chains and freight and shipping channels, increased prices for many goods and services, labor disruption, delayed or reduced spending on information technology products, and significant volatility and disruption of financial markets. Ongoing geopolitical conflicts in Ukraine, the Israel-Hamas war, and tensions in United States-China relations have caused further economic instability and contributed to further price increases for a wide variety of goods and services, resulting in significant inflationary pressure in the United States, Europe, and other regions of the world. In response to concerns over ongoing inflationary risks, the United States Federal Reserve and other central banks began to raise interest rates significantly during calendar years 2022 and 2023, which impacted the Company’s debt that is subject to variable interest rates and resulted in increased interest expense. We cannot predict whether such inflationary pressure will continue, but to the extent inflation remains elevated, we may experience further cost increases in our operations, including with respect to our debt that is subject to variable interest rates. We expect that there will be ongoing uncertainty relating to actions by the United States Federal Reserve and other central banks that could result in significant interest rate volatility during calendar year 2024.

106

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Costs of being a Public Company

To operate as a public company, we will be required to continue to implement changes in certain aspects of our business and develop, manage and train management level and other employees to comply with ongoing public company requirements. We will also incur new expenses as a public company, including public reporting obligations, increased directors and officers insurance expenses, increased professional fees for accounting, proxy statements, shareholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees, legal fees and offering expenses.

Other factors

Other factors that have or may have an effect on our operating results include:

• gain and loss of customers;

• pricing pressures;

• acquisitions, joint ventures or similar transactions;

• expenses to develop new software or services;

• expenses and restrictions related to indebtedness.

We do not believe inflation has had a direct and material effect on our financial condition or results of operations in recent years. Inflation impacts all our operating expenses. While we have been able to partially offset inflation and other changes in operating expenses by gradually increasing prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. See “Impact of Inflation” for further discussion.

Key Performance Indicators and Non-GAAP Measures

We believe that the following metrics are key financial and operational measures of our success. Recurring and Non-Recurring Revenue, Revenue and Revenue Growth of Top Customers are key performance indicators. Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Constant Currency items are financial measures that are not a recognized term under U.S. generally accepted accounting principles (“GAAP”). The presentation of non-GAAP measures is not meant to be considered in isolation or as an alternative to GAAP measures.

107

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Recurring and Non-Recurring Revenue

We breakout our Revenues into Recurring and Non-Recurring Revenues to assess the nature of our sales performance between periods. Our revenues are generated mainly using recurring subscription, usage based pricing and other types of revenues such as professional services. Our recurring revenue stream that is made up of the subscription and re-occurring transaction revenue is a key measure of the resiliency of the business. Our non-recurring revenue streams consist of one-time/one-off sales, where the future occurrence is not expected on regular intervals or cannot be predicted with a high level of certainty. These revenues consist of implementation revenues, training revenues, hardware and project-related fees. The following tables disaggregate Revenue, as presented on the face of the Consolidated Statements of Loss, between Recurring and Non-Recurring Revenues.

	Fiscal Years Ended March 31,
	2023		2022		Change
Recurring Revenue	$	2,099,041	$	2,059,387	$	39,654	1.9	%
Non-Recurring Revenue		261,346		145,689		115,657	79.4
Total Revenue	$	2,360,387	$	2,205,076	$	155,311	7.0	%
	Fiscal Years Ended March 31,
	2022		2021		Change
Recurring Revenue	$	2,059,387	$	1,607,719	$	451,668	28.1	%
Non-Recurring Revenue		145,689		53,796		91,893	170.8
Total Revenue	$	2,205,076	$	1,661,515	$	543,561	32.7	%

Revenue and Revenue Growth of our Top Customers

Our business is highly diversified, both in terms of customer count and customer segmentation. Our customers range from large enterprise customers to small body shops and mechanical shops.

We rely on the network effects of our strong relationships with large enterprise customers across the vehicle lifecycle to drive increased adoption by smaller size customers that also rely on our data and solutions. For example, we serve all of the top 20 auto insurers in the world based on market share, which results in a natural dependency for body shops and assessors to use our solutions so they can process vehicle claims with such insurers. Similarly, our long-term relationships with large OEMs help us to further penetrate vehicle dealership customers with their customer relationship management, marketing and service and maintenance solutions. These network effects are reinforced by the robustness of our solutions and the accuracy of our data.

The revenue growth measure within our top 50, 200 and 1,000 largest customers allows us to evaluate, the strength of our relationships with these customers. These top 50, 200 and 1,000 largest customers represented approximately 20%, 30% and 50% respectively, of our total revenue for each of our 2023, 2022 and 2021 fiscal years. In our 2023 fiscal year, our revenue growth (decline) associated with our top 50, 200 and 1,000 largest customers relative to our 2022 fiscal year was (12.8)%, (5.6)%, and 2.8%, respectively. In 2022 fiscal year, our revenue associated with our top 50, 200, and 1000 largest customers relative to our 2021 fiscal year increased 17.1%, 22.0% and 30.1%, respectively. The revenue increases for our top 50, 200, and 1000 largest customers in our 2022 fiscal year relative to our 2021 fiscal year was driven by the recovery from COVID-19 pandemic as well as the acquisition of Omnitracs.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin, as used herein, are non-GAAP financial performance measures that are presented as supplemental disclosures and are reconciled to net income (loss) and net income (loss) margin, respectively, as the most directly comparable GAAP measures. We define Adjusted EBITDA as

108

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

net income before interest, income taxes, depreciation and amortization, restructuring and related costs, asset impairment charges, acquisition and related costs, litigation related expenses, other income and expense items (including special non-recurring items), share-based compensation, and management charges. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. 

We use Adjusted EBITDA and Adjusted EBITDA Margin to monitor and evaluate the performance of our business operations, facilitate internal comparisons of our operating performance, and to analyze and evaluate decisions regarding future budgets and initiatives. We rely on Adjusted EBITDA and Adjusted EBITDA Margin to review and assess our operating performance and our management team in connection with our executive compensation and bonus plans. We believe this information, used together with the GAAP financial information, will help investors to evaluate the Company’s current period performance, outlook and trends in our business.

Adjusted EBITDA is also the metric used by our Chief Operating Decision Maker, our Chief Executive Officer, in his evaluation of segment performance. We also monitor changes in Adjusted EBITDA Margin by segment, by percentages and basis points (“bps”). Basis points are calculated by multiplying the period change in Adjusted EBITDA Margin by 10,000 units (5% change year-over-year = 500 bps).

Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as an analytical tool, and neither should be considered in isolation or as a substitute for net loss or net loss margin, respectively, and other consolidated income statement data as reported under GAAP. The following indicate limitations of Adjusted EBITDA and Adjusted EBITDA Margin instead of net loss and net loss margin, respectively, as an analytical tool.

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our tax expense or the cash requirements to pay our taxes;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA and Adjusted EBITDA Margin may be different from similarly titled non-GAAP measures used by other companies; and

• Adjusted EBITDA and Adjusted EBITDA Margin include adjustments that represented a cash expense or that represented a non-cash charge that may relate to a future cash expense, and some of these expenses are of a type that we expect to incur in the future, although we cannot predict the amount of any such future charge.

Because of these limitations, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as a replacement for net loss or net loss margin, respectively, or as a measure of discretionary cash available to us to service our indebtedness or invest in our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted EBITDA Margin as supplemental information. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures that are reconciled to GAAP net loss and GAAP net loss margin, respectively, in the table below.

109

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The following tables set forth the reconciliation of Adjusted EBITDA to net loss and the presentation of Adjusted EBITDA Margin and net loss margin, in each case, the most directly comparable GAAP measure, and the calculation of basis points. The dollar amounts shown below are in thousands:

	Fiscal Years Ended March 31,
	2023			2022			2021
Net loss	$	(380,562	)	$	(277,792	)	$	(232,883	)
Add: Income tax expense		49,821			59,979			33,893
Net loss before income tax expense		(330,741	)	$	(217,813	)	$	(198,990	)
Add: Depreciation and amortization		437,824			400,828			313,450
Add: Restructuring charges and other costs associated with exit and disposal activities (1)		6,688			16,088			20,308
Add: Asset impairment charges (2)		11,713			15,855			11,340
Add: Acquisition and related costs (3)		70,230			88,987			4,807
Add: Litigation related expenses (4)		16,611			2,823			3,699
Add: Interest expense		690,828			465,032			326,687
Add: Other expense (income), net (5)		(11,748	)		(24,501	)		192,279
Add: Share-based compensation expense (6)		31,444			199,983			10,380
Add: Management charges (7)		9,370			4,218			5,256
Adjusted EBITDA	$	932,219		$	951,500		$	689,216
	Fiscal Years Ended March 31,
	2023			2022			2021
Revenues	$	2,360,387		$	2,205,076		$	1,661,515
Net loss		(380,562	)		(277,792	)		(232,883	)
Net loss margin (% of Revenues)		(16.1	)%		(12.6	)%		(14.0	)%
Add: Income tax expense (% of Revenues)		2.1	%		2.7	%		2.0	%
Add: Depreciation and amortization (% of Revenues)		18.5	%		18.2	%		18.9	%
Add: Restructuring charges and other costs associated with exit and disposal activities (% of Revenues)		0.3	%		0.7	%		1.2	%
Add: Asset impairment charges (% of Revenues)		0.5	%		0.7	%		0.7	%
Add: Acquisition and related costs (% of Revenues)		3.0	%		4.0	%		0.3	%
Add: Litigation related expenses (% of Revenues)		0.7	%		0.1	%		0.2	%
Add: Interest expense (% of Revenues)		29.3	%		21.1	%		19.7	%
Add: Other expense (income), net (% of Revenues)		(0.5	)%		(1.1	)%		11.6	%
Add: Share-based compensation expense (% of Revenues)		1.3	%		9.1	%		0.6	%
Add: Management charges (% of Revenues)		0.4	%		0.3	%		0.3	%
Adjusted EBITDA Margin (% of Revenues)		39.5	%		43.2	%		41.5	%
Basis Points (change in net loss margin % *10,000)		(350	)		140
Basis Points (change in Adjusted EBITDA Margin % *10,000)		(370	)		170

(1) Restructuring charges and other costs associated with exit and disposal activities primarily represent costs incurred in relation to our restructuring initiatives. Restructuring charges primarily include charges related to employee termination, and lease and vendor contract liabilities that we do not expect to provide future

110

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

economic benefits due to the implementation of our restructuring initiatives. See Note 19, “Restructuring Charges and Other Costs Associated with Exit and Disposal Activities,” to the accompanying consolidated financial statements.

(2) Asset impairment charges primarily represent costs resulting from our long-lived assets and our indefinite-lived intangible assets over their respective fair values, and, accordingly, we may identify impairment of those assets in the future. There were no impairments of indefinite-lived intangible assets or goodwill for our 2023, 2022 and 2021 fiscal years. We recorded asset impairment charges of $11.7 million, $15.9 million, and $11.3 million for our 2023, 2022 and 2021 fiscal years, respectively, related to definite-lived intangible assets and fixed assets. See Note 2, “Summary of Significant Accounting Policies,” and Note 4, “Intangible Assets and Goodwill,” to the accompanying consolidated financial statements for additional information regarding our goodwill and indefinite-lived intangible asset impairments.

(3) Acquisition and related costs include professional fees and personnel retention incentives; legal and professional fees and other transaction costs associated with completed and contemplated business combinations, capital structure changes and asset acquisitions; costs associated with integrating acquired businesses, including costs incurred to eliminate workforce redundancies and for product rebranding; and other charges incurred as a direct result of our acquisition efforts. Some of these other charges result from acquisitions made, and include changes to the fair value of contingent purchase consideration, acquired assets and assumed liabilities subsequent to the completion of the purchase price allocation, purchase price that is deemed to be compensatory in nature from prior acquisitions and incentive compensation arrangements with continuing employees of acquired companies.

(4) Litigation related expenses primarily represent legal expenses incurred that are non-recurring in nature.

(5) Other expense (income), net consists of foreign exchange losses and gains including loss (gain) on Euro and Pound Sterling denominated debt, realized and unrealized losses and gains on derivative instruments, loss (gain) on asset sales, loss (gains) on change in fair value for warrants, debt extinguishment loss (gain), investment income and other miscellaneous expense and income. These expenses (income) are primarily driven by non-recurring events or expenses (income) that do not relate to normal business operations. For the reconciliation above, we break out management charges separately from the rest of other expense (income). The aggregation of the two lines will result in the other expense (income) shown in the consolidated statements of loss.

(6) Share-based compensation expense is provided to certain employees. The decrease between our 2023 fiscal year and our 2022 fiscal year is due primarily to charges incurred in June 2021 resulting from modifications to share-based compensation arrangements applicable to employees of Solera and DealerSocket as result of the Omnitracs Acquisition completed in June 2021 as well as forfeitures of certain equity awards during our 2023 fiscal year. The increase between our 2022 fiscal year and our 2021 fiscal year is due primarily to modifications to share based compensation arrangements applicable to employees of Solera and DealerSocket as well as additional share-based compensation due to employees of Omnitracs as result of the merger transaction completed in June 2021. Share-based compensation is further discussed in Note 13, “Share-Based Compensation,” to the accompanying consolidated financial statements.

(7) Management charges include charges paid to Vista Consulting Group, LLC, an affiliate of Vista, for consulting services provided. These costs are ad hoc in nature. Following our initial public offering, we may continue to engage Vista Consulting Group, LLC, an affiliate of Vista, for consulting services from time to time, subject to compliance with our related party transactions policy. For further discussion on the consulting agreement with Vista Consulting Group, LLC, refer to “FN 18—Related Party Transactions” within the accompanying financial statements.

111

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

For further discussion on Adjusted EBITDA and Adjusted EBITDA Margin, including a breakout by segments, refer to “Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” below.

Free Cash Flow

We use a non-GAAP measure of Free Cash Flow to analyze cash flows generated from our operations. We believe this measure is also useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives or to repay borrowings under the Credit Agreements. Free Cash Flow is calculated as cash flows from operating activities with subtractions for capital expenditures and acquisitions and capitalization of intangible assets. Free Cash Flow may be different from similarly titled non-GAAP measures used by other companies.

Free Cash Flow is reconciled to cash flows from operating activities, which is the most comparable GAAP measure, in the table below (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Cash flows from operating activities	$	160,286		$	208,201		$	241,267
Less: Capital expenditures		(56,112	)		(61,425	)		(32,294	)
Less: Acquisitions and capitalization of intangible assets		(78,916	)		(52,119	)		(33,466	)
Free Cash Flow	$	25,258		$	94,657		$	175,507

112

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

For further discussion on Free Cash Flow refer to “Liquidity and Capital Resources—Free Cash Flow” below.

Constant Currency

Management reviews the fluctuations of certain financial statement lines and non-GAAP measures in constant currency given our exposure to the change in foreign exchange rates described above in “—Factors Affecting Comparability of Our Operating Results.” The constant currency items discussed in the sections below are non-GAAP measures and are reconciled to the most relevant GAAP measures in the table shown below. We define constant currency as the difference between the current period results calculated using the monthly average foreign currency exchange rates from the prior year, compared to results from the same period in the prior year. Due to the significance of revenue and operating expenses transacted in foreign currencies, we believe it is important to measure the impact of constant currency movements for certain line items below.

	Fiscal Years Ended March 31,
	2023			2022			Change
Revenues	$	2,360.4		$	2,205.1		$	155.3		7.0	%
Impact of exchange rates		83.7			—			83.7
Constant currency revenues		2,444.1			2,205.1			239.0		10.8
Cost of revenues, excluding depreciation and amortization		959.3			846.6			112.7		13.3
Impact of exchange rates		19.8			—			19.8
Constant currency cost of revenues, excluding depreciation and amortization		979.1			846.6			132.5		15.7
Selling, general and administrative, excluding depreciation and amortization		516.9			609.8			(92.8	)	(15.2	)
Impact of exchange rates		13.4			—			13.4
Constant currency selling, general and administrative, excluding depreciation and amortization		530.3			609.8			(79.5	)	(13.0	)
Depreciation and amortization		437.8			400.8			37.0		9.2
Impact of exchange rates		9.2			—			9.2
Constant currency depreciation and amortization		447.0			400.8			46.2		11.5
Net loss		(380.6	)		(277.8	)		(102.8	)	37.0
Impact of exchange rates		22.8			—			22.8
Constant currency net loss		(357.8	)		(277.8	)		(80.0	)	28.8
Adjusted EBITDA		932.2			951.5			(19.3	)	(2.0	)
Impact of exchange rates		50.5			—			50.5
Constant currency adjusted EBITDA	$	982.7		$	951.5		$	31.2		3.3	%

113

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Fiscal Years Ended March 31,
	2022			2021			Change
Revenue	$	2,205.1		$	1,661.5		$	543.6		32.7	%
Impact of exchange rates	$	(16.3	)	$	—		$	(16.3	)
Constant currency revenues	$	2,188.8		$	1,661.5		$	527.2		31.7
Cost of revenues, excluding depreciation and amortization	$	846.6		$	674.6		$	172.0		25.5
Impact of exchange rates	$	(3.6	)	$	—		$	(3.6	)
Constant currency cost of revenues, excluding depreciation and amortization	$	843.0		$	674.6		$	168.4		25.0
Selling, general and administrative, excluding depreciation and amortization	$	609.8		$	311.8		$	298.0		95.6
Impact of exchange rates	$	(1.9	)	$	—		$	(1.9	)
Constant currency selling, general and administrative, excluding depreciation and amortization	$	607.9		$	311.8		$	296.1		95.0
Depreciation and amortization	$	400.8		$	313.5		$	87.3		27.9
Impact of exchange rates	$	(2.5	)	$	—		$	(2.5	)
Constant currency depreciation and amortization	$	398.3		$	313.5		$	84.8		27.1
Net loss	$	(277.8	)	$	(232.8	)	$	(45.0	)	19.3
Impact of exchange rates	$	(1.4	)	$	—		$	(1.4	)
Constant currency net loss	$	(279.2	)	$	(232.8	)	$	(46.4	)	19.9
Adjusted EBITDA	$	951.5		$	689.2		$	262.3		38.1
Impact of exchange rates	$	(10.8	)	$	—		$	(10.8	)
Constant currency adjusted EBITDA	$	940.7		$	689.2		$	251.5		36.5	%

Key Components of Our Results of Operations

Revenues

We generate revenues from our software subscriptions, primarily SaaS, and related services to our customers pursuant to negotiated contracts or pricing agreements. Pricing for our software and services in such agreements is negotiated with each customer. We generally bill our customers monthly under one or more of the following bases:

• price per transaction;

• fixed monthly amount for a prescribed number of transactions;

• fixed monthly subscription rate; or

• price per set of services rendered.

Our software and services are often sold as packages, without individual pricing for each component. Our revenues are reflected net of customer sales allowances, which we estimate based on both our examination of a subset of customer accounts and our historical experience.

Our core offering is our vehicle damage claim estimating and workflow software, which is used by insurance company, collision repair facility and independent assessor customers, representing the majority of our revenues. We also derive revenues from our salvage and recycling software; business intelligence and consulting services; vehicle data validation; salvage disposition; driver violation reporting services; service, maintenance and repair solutions; customer retention management solutions; dealer management solutions; and other offerings.

114

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Cost of revenues, excluding depreciation and amortization

Our costs and expenses applicable to revenues represent costs incurred primarily through acquiring, managing, and delivering our offerings. These costs include personnel, data acquisition, information technology, as well as implementation and other professional services costs. In addition, our costs of revenues, excluding depreciation and amortization, also include product development expenses, which are primarily related to salaries, employee benefits and expenses for software designers, engineers, and other personnel engaged in the development and enhancement of our service offerings, as well as materials and supplies used in research and development activities.

Selling, general and administrative expenses, excluding depreciation and amortization

Our selling, general and administrative expenses primarily include compensation and benefit costs for our sales, marketing, administration and corporate personnel, costs related to our facilities and professional and legal fees.

We also include share-based compensation expense in our selling, general and administrative expenses, which represents the recognition of the grant-date fair value of stock awards granted. We recognize the grant date fair value as share-based compensation expense over the requisite service period.

Acquisition and related costs

Acquisition and related costs include professional fees and personnel retention incentives; legal and professional fees and other transaction costs associated with completed and contemplated business combinations, capital structure changes and asset acquisitions; costs associated with integrating acquired businesses, including costs incurred to eliminate workforce redundancies and for product rebranding; and other charges incurred as a direct result of our acquisition efforts. Some of these other charges result from acquisitions made, and include changes to the fair value of contingent purchase consideration, acquired assets and assumed liabilities subsequent to the completion of the purchase price allocation, purchase price that is deemed to be compensatory in nature and incentive compensation arrangements with continuing employees of acquired companies.

Depreciation and amortization

Depreciation includes depreciation attributable to buildings, leasehold improvements, data processing and computer equipment, purchased software, and furniture and fixtures. Amortization includes amortization attributable to software developed or obtained for internal use and intangible assets acquired in various business combinations and the revaluation of intangible assets due to the merger (see Note 2, “Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements).

Asset impairment charges

Asset impairment charges primarily represent costs resulting from our long-lived assets and our indefinite-lived intangible assets over their respective fair values.

Restructuring charges and other costs associated with exit and disposal activities

Restructuring charges and other costs associated with exit and disposal activities primarily represent costs incurred in relation to our restructuring initiatives. Restructuring charges primarily include charges related to employee termination, and lease and vendor contract liabilities that we do not expect to provide future economic benefits due to the implementation of our restructuring initiatives.

115

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Other expense (income), net

Other expense (income), net consists of foreign exchange losses and gains including loss (gain) on Euro and Pound Sterling denominated debt, realized and unrealized loss and gain on derivative instruments, loss (gain) on change in fair value of warrants, loss (gain) on asset sales, debt extinguishment loss (gain), investment income and other miscellaneous expense and income.

Interest expense

Interest expense consists primarily of interest on our debt and amortization of related debt issuance costs, net of premium and discount amortization.

Income tax provision (benefit)

Income taxes have been considered for all items included in the statements of loss included herein, regardless of when such items were reported for tax purposes or when the taxes were actually paid or refunded.

Factors that impact our income tax provision include, but are not limited to, the mix of jurisdictional earnings and varying jurisdictional income tax rates, establishment and release of valuation allowances in certain jurisdictions, and permanent differences resulting from the book and tax treatment of certain items. Future changes in tax laws or tax rulings may have a significant adverse impact on our effective tax rate.

Significant judgment is required to apply the recognition and measurement criteria prescribed in ASC Topic No. 740-10, Income Taxes. In addition, ASC Topic No. 740-10 applies to all income tax positions, including the potential recovery of previously paid taxes, which, if settled unfavorably, could adversely impact the provision for income taxes or additional paid-in capital. We record unrecognized tax benefits as liabilities or reductions in deferred tax assets, in accordance with ASC Topic No. 740 and adjusts these balances when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment or reduction in tax carryforward that is materially different from our current estimate of the unrecognized tax benefit. These differences will be reflected as increases or decreases in the period in which new information is available.

Net income (loss) attributable to noncontrolling interests

Several of our customers and other entities own noncontrolling interests in certain of our operating subsidiaries. Net income attributable to noncontrolling interests reflect such owners’ proportionate interest in the earnings of such operating subsidiaries.

116

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Results of Operations

The table below sets forth Consolidated Statements of Loss data, including the amount and percentage changes for the periods indicated (dollars in thousands):

	Fiscal Years Ended March 31,
	2023			2022			Change
Revenues	$	2,360,387		$	2,205,076		$	155,311		7.0	%
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		959,293			846,612			112,681		13.3
Selling, general and administrative expenses, excluding depreciation and amortization		516,930			609,770			(92,840	)	(15.2	)
Acquisition and related costs		70,230			88,987			(18,757	)	(21.1	)
Depreciation and amortization		437,824			400,828			36,996		9.2
Asset impairment charges		11,713			15,855			(4,142	)	(26.1	)
Restructuring charges and other costs associated with exit and disposal activities		6,688			16,088			(9,400	)	(58.4	)
Total operating expenses		2,002,678			1,978,140			24,538		1.2
Operating income		357,709			226,936			130,773		57.6
Other expense (income), net		(2,378	)		(20,283	)		17,905		(88.3	)
Interest expense, net		690,828			465,032			225,796		48.6
Loss before income taxes		(330,741	)		(217,813	)		(112,928	)	51.8
Income tax provision		49,821			59,979			(10,158	)	(16.9	)
Net loss		(380,562	)		(277,792	)		(102,770	)	37.0
Net (loss) income attributable to noncontrolling interests		(6,029	)		1,937			(7,966	)	(411.3	)
Net loss attributable to Solera Global Corp.	$	(374,533	)	$	(279,729)		$	(94,804	)	33.9	%

117

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Fiscal Years Ended March 31,
	2022			2021			Change
Revenues	$	2,205,076		$	1,661,515		$	543,561		32.7	%
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		846,612			674,597			172,015		25.5
Selling, general and administrative expenses, excluding depreciation and amortization		609,770			311,781			297,989		95.6
Acquisition and related costs		88,987			4,807			84,180		1751.2
Depreciation and amortization		400,828			313,450			87,378		27.9
Asset impairment charges		15,855			11,340			4,515		39.8
Restructuring charges and other costs associated with exit and disposal activities		16,088			20,308			(4,220	)	(20.8	)
Total operating expenses		1,978,140			1,336,283			641,857		48.0
Operating income		226,936			325,232			(98,296	)	(30.2	)
Other expense (income), net		(20,283	)		197,535			(217,818	)	(110.3	)
Interest expense, net		465,032			326,687			138,345		42.3
Loss before income taxes		(217,813	)		(198,990	)		(18,823	)	9.5
Income tax provision		59,979			33,893			26,086		77.0
Net loss		(277,792	)		(232,883	)		(44,909	)	19.3
Net (loss) income attributable to noncontrolling interests		1,937			9,817			(7,880	)	(80.3	)
Net loss attributable to Solera Global Corp.	$	(279,729	)	$	(242,700	)	$	(37,029	)	15.3	%

118

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The table below sets forth our statement of income data expressed as a percentage of revenues for the periods indicated:

	Fiscal Years Ended March 31,
	2023			2022			2021
Revenues		100.0	%		100.0	%		100.0	%
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		40.6			38.4			40.6
Selling, general and administrative expenses, excluding depreciation and amortization		21.9			27.7			18.8
Acquisition and related costs		3.0			4.0			0.3
Depreciation and amortization		18.5			18.2			18.9
Asset impairment charges		0.5			0.7			0.7
Restructuring charges and other costs associated with exit and disposal activities		0.3			0.7			1.2
Total operating expenses		84.8			89.7			80.5
Operating income		15.2			10.3			19.5
Other expense (income), net		(0.1	)		(0.9	)		11.9
Interest expense, net		29.3			21.1			19.7
Loss before income taxes		(14.0	)		(9.9	)		(12.1	)
Income tax provision		2.1			2.7			2.0
Net loss		(16.1	)		(12.6	)		(14.1	)
Net (loss) income attributable to noncontrolling interests		(0.3	)		0.1			0.6
Net loss attributable to Solera Global Corp.		(15.8	)%		(12.7	)%		(14.7	)%

Revenues

	Fiscal Years Ended March 31,
	2023		2022		Change
Revenues
Vehicle Claims	$	687,710	$	732,767	$	(45,057	)	(6.1	)%
Vehicle Solutions		811,544		733,655		77,889		10.6
Vehicle Repair		260,645		266,547		(5,902	)	(2.2	)
Fleet Solutions		600,488		472,107		128,381		27.2
Total Revenues	$	2,360,387	$	2,205,076	$	155,311		7.0	%

	Fiscal Years Ended March 31,
	2022		2021		Change
Revenues
Vehicle Claims	$	732,767	$	679,559	$	53,208	7.8	%
Vehicle Solutions		733,655		699,411		34,244	4.9
Vehicle Repair		266,547		255,082		11,465	4.5
Fleet Solutions		472,107		27,463		444,644	1,619.1
Total Revenues	$	2,205,076	$	1,661,515	$	543,561	32.7	%

119

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, revenues increased $155.3 million, or 7.0%, to $2,360.4 million as compared to revenues for the 2022 fiscal year. On a constant currency basis, revenues increased $239.0 million, or 10.8%, to $2,444.1 million during the 2023 fiscal year. The increase in revenue was primarily driven by the acquisition of Omnitracs and Spireon. Excluding revenue from these acquisitions, revenue increased $47.3 million, or 2.7%, on a constant currency basis.

Vehicle Claims revenue decreased $45.1 million, or 6.1%, to $687.7 million. On a constant currency basis, Vehicle Claims revenue increased $4.6 million, or 0.6%, to $737.4 million. On a constant currency basis, the increase in Vehicle Claims revenue was mainly due to increased sales in Europe which was partially offset by key customer losses in the U.S. and Canada.

Vehicle Solutions revenue increased $77.9 million, or 10.6%, to $811.5 million. On a constant currency basis, Vehicle Solutions revenue increased $100.8 million, or 13.7% to $834.5 million. On a constant currency basis, the increase in Vehicle Solutions revenue was primarily driven by the Spireon Acquisition, which resulted in $79.4 million of revenue increase. Excluding Spireon, revenue increased $21.5 million, or 3.0% on a constant currency basis, driven by increased sales volume.

Vehicle Repair revenue decreased $5.9 million, or 2.2%, to $260.6 million. On a constant currency basis, Vehicle Repair revenue increased $3.2 million, or 1.2%, to $269.7 million. On a constant currency basis, the increase in Vehicle Repair revenue was driven by higher volume of online purchases in our parts offering.

Fleet Solutions revenue increased $128.4 million, or 27.2%, to $600.5 million. On a constant currency basis, Fleet Solutions revenue increased $130.4 million, or 27.6%, to $602.5 million. On a constant currency basis, the increase in Fleet Solutions revenue was primarily driven by the Omnitracs Acquisition, which resulted in $59.7 million of revenue increase, as well as the Spireon Acquisition, which resulted in $52.7 million of revenue increase. Excluding acquisitions, revenue increased $18.0 million, or 33.7% on a constant currency basis, driven by increased motor vehicle record (MVR) and driving monitor sales as a result of increased fleet driver volumes, as well as increased sales to existing customers.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, revenues increased $543.6 million, or 32.7%, to $2,205.1 million as compared to revenues for the 2021 fiscal year. On a constant currency basis, revenues increased $527.2 million, or 31.7%, to $2,188.8 million during the 2022 fiscal year. The increase in revenues was primarily driven by the acquisition of Omnitracs, which accounted for $411.3 million of revenues from June 4, 2021 through March 31, 2022 on a constant currency basis. The remainder of the revenue increase was due to an increase of $42.4 million related to other acquisitions mainly in the Vehicle Solutions and Fleet Solutions segments, an increase of $52.5 million of COVID-19 recovery mainly observed in the Vehicle Claims and Vehicle Solutions segments, $24.0 million of price and volume increases mainly in Vehicle Claims and Vehicle Repair segments, and an increase of $12.6 million in new costumers primarily in the Vehicle Solutions and Vehicle Repair segments, all on a constant currency basis.

Vehicle Claims revenue increased $53.2 million, or 7.8%, to $732.8 million. On a constant currency basis, Vehicle Claims revenue increased $48.1 million, or 7.1%, to $727.7 million. On a constant currency basis, the increase in Vehicle Claims revenue was mainly due to $32.3 million of COVID-19 related recovery driven by the increase in the transactional claims volumes versus the comparison period and partially driven by $16.3 million of price and volume increases driven by continued penetration in existing customers with existing products.

Vehicle Solutions revenue increased $34.2 million, or 4.9%, to $733.7 million. On a constant currency basis, Vehicle Solutions revenue increased $27.5 million, or 3.9% to $726.9 million. On a constant currency basis, the increase in Vehicle Solutions revenue was driven by $18.8 million of COVID-19 related recovery as the economic recovery increased the sale of new and used vehicles versus the comparison period, the acquisition of Spireon which accounted for $14.2 million in revenue from its Vehicle Solutions businesses and $10.1 million in growth from new customers, partially offset by $15.5 million in other revenue decreases.

120

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Vehicle Repair revenue increased $11.5 million, or 4.5%, to $266.5 million. On a constant currency basis. Vehicle Repair revenue increased $8.6 million, or 3.4%, to $263.7 million. On a constant currency basis the net increase of $8.6 million in Vehicle Repair segment revenue was driven by higher volume of online purchases in our parts business of $5.7 million and $2.5 million in growth from new customers.

Fleet Solutions revenue increased $444.6 million, or 1,619.1%, to $472.1 million. On a constant currency basis, Fleet Solutions revenue increased $443.1 million, or 1,613.3%, to $470.5 million. On a constant currency basis the increase in Fleet Solutions revenue was primarily driven by the acquisition of Omnitracs in June 2021, which resulted in $411.3 million of revenue increase.

Cost of revenues, excluding depreciation and amortization

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, cost of revenues, excluding depreciation and amortization, increased $112.7 million, or 13.3%, to $959.3 million. On a constant currency basis, cost of revenues, excluding depreciation and amortization increased $132.5 million, or 15.7% to $979.1 million. On a constant currency basis, the increase is primarily attributable to the Omnitracs Acquisition in June 2021 and the Spireon Acquisition in March 2022, which contributed $28.3 million, and $91.3 million, respectively. The remaining increase of $12.9 million is driven by increased volumes, particularly in our Vehicle Solutions segment as well as purchases of technical data from original equipment manufacturers, via license agreements. This technical data is used in our advanced shop management system and experience-based repair solution offerings to our customers.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, cost of revenues, excluding depreciation and amortization, increased $172.0 million, or 25.5%, to $846.6 million. On a constant currency basis, cost of revenues, excluding depreciation and amortization increased $168.4 million, or 25.0% to $843.0 million. On a constant currency basis, the increase is primarily attributable to the acquisitions of Omnitracs in June 2021 and Spireon in March 2022, which contributed $158.9 million and $11.8 million of the increase, respectively. The increase in cost of revenue excluding depreciation and amortization is partially offset by reduced personnel costs arising from our business transformation and strategy leveraging our global scale, eliminating redundancies, improving processes, and optimizing product management.

Selling, general and administrative expenses, excluding depreciation and amortization

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, selling, general and administrative expenses, excluding depreciation and amortization (“SG&A”) decreased $92.8 million, or 15.2%, to $516.9 million. On a constant currency basis, selling, general and administrative expenses decreased $79.5 million, or 13.0% to $530.3 million. On a constant currency basis the decrease is primarily attributable to a $168.5 million decrease in share based compensation. The higher share based compensation expense for the 2022 fiscal year is due to charges recorded in June 2021 from modifications to share based compensation arrangements applicable to employees of Solera and DealerSocket as of the transactions completed in June 2021 and forfeitures of certain equity awards during the 2023 fiscal year. On a constant currency basis, the acquisitions of Omnitracs and Spireon, excluding share based compensation expense, contributed a $64.9 million increase and a $44.6 million increase offsetting the overall decrease, respectively. The remaining decrease of $20.4 million is predominantly due to cost savings from impacts of restructuring initiatives.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, SG&A increased $298.0 million, or 95.6%, to $609.8 million. On a constant currency basis, SG&A increased $296.1 million, or 95.0%, to $607.9 million. On a constant currency basis, the increase is primarily attributable to a $189.6 million increase in stock-based compensation from modifications to share based compensation arrangements applicable to employees of Solera and DealerSocket and additional share-based compensation due to employees of Omnitracs as result of the transactions completed in June 2021. The remainder of the increase in SG&A expenses was driven by the acquisition of Omnitracs in June 2021 which accounted for $86.4 million of additional expense on a constant currency basis.

121

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Depreciation and amortization

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, depreciation and amortization increased $37.0 million, or 9.2% to $437.8 million. On a constant currency basis, depreciation and amortization increased $46.2 million, or 11.5% to $447.0 million. On a constant currency basis, the increase is primarily attributable to the Omnitracs Acquisition and Spireon Acquisition, which contributed $25.3 million and $45.2 million of the increase, respectively. The increase in depreciation and amortization was partially offset by a decrease in intangible asset amortization of $35.6 million associated with intangible assets recorded related to Vista taking Solera private in 2016, which was amortized on an accelerated schedule. Additional increases driven primarily by depreciation of assets associated with investments in our data centers.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, depreciation and amortization increased $87.3 million, or 27.9% to $400.8 million. On a constant currency basis, depreciation and amortization increased $84.8 million, or 27.1%, to $398.3 million. On a constant currency basis, the increase is primarily attributable to the Omnitracs Acquisition, which contributed $147.5 million of the increase. The increase in depreciation and amortization was partially offset by a decrease in intangible asset amortization of $32.6 million associated with intangible assets recorded related to Vista’s 2016 acquisition of Solera, which were amortized on an accelerated schedule and a decrease in amortization of $18.1 million related to internally developed software and purchased software which fully amortized in the 2021 fiscal year.

Asset impairment charges

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 and 2022 fiscal years, we incurred asset impairment charges of $11.7 million and $15.9 million, respectively, related to definite-lived intangible assets and fixed assets. The $11.7 million of impairment charges incurred during the 2023 fiscal year were driven by $4.8 million of intangible assets and $6.9 million related to fair value adjustment of property and equipment at a facility held for sale.

2022 Fiscal Year Ended vs. 2021 Fiscal Year. During the 2022 and 2021 fiscal years, we incurred asset impairment charges of $15.9 million and $11.3 million, respectively, related to definite-lived intangible assets and fixed assets. The $15.9 million of impairments charges incurred during the 2022 fiscal year were driven by $14.6 million of impairment charges on leased assets related to the exit and sublease of leased office space.

Restructuring charges and other costs associated with exit and disposal activities

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, restructuring charges and other costs associated with exit and disposal activities decreased $9.4 million or 58.4% to $6.7 million. The decrease is primarily attributable to the winding down of the Solera global restructuring plan. The decrease in restructuring charges and other costs associated with exit and disposal activities was partially offset by employee termination and retention bonus costs associated with the DealerSocket merger and Omnitracs Acquisition in June 2021.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, restructuring charges and other costs associated with exit and disposal activities decreased $4.2 million or 20.8% to $16.1 million. The decrease is primarily attributable to the winding down of certain restructuring initiatives connected to the Solera global restructuring plan. The decrease in restructuring charges and other costs associated with exit and disposal activities was partially offset by employee termination and retention bonus costs associated with the DealerSocket merger and Omnitracs Acquisition in June 2021.

Acquisition and related costs

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, acquisition and related costs decreased by $18.8 million or 21.1% to $70.2 million. The decrease is primarily attributable to decreased acquisition and

122

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

related costs incurred in connection with the Omnitracs Acquisition and completion of the merger between Solera and DealerSocket in June 2021. The decrease in acquisition and related costs was partially offset by a charge of $41.4 million related to write-off of deferred offering costs and higher earnout charges.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, acquisition and related costs increased by $84.2 million or 1,751.2% to $89.0 million. The increase is primarily attributable to the Omnitracs Acquisition and completion of the merger between Solera and DealerSocket in June 2021, the Spireon Acquisition in March 2022, and an earn-out liability recognized in connection with a business acquired in March 2018.

Interest expense

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, interest expense increased by $225.8 million, or 48.6%, to $690.8 million. The increase was primarily attributable to (i) the interest cost associated with the $3.1 billion net increase in additional indebtedness incurred in connection with the Refinancing Transactions, the $83.4 million related party loan added on November 18, 2021 and the $400.0 million Spireon Borrowings and (ii) an increase in interest rates applicable to our variable rate indebtedness that increased our interest expense by $162.6 million.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, interest expense increased by $138.3 million, or 42.3%, to $465.0 million. The increase was primarily attributable to the interest cost associated with the $3.1 billion net increase in debt added on June 4, 2021 in connection with the merger with DealerSocket and Omnitracs Acquisition, the $83.4 million related party loan added on November 18, 2021, and the $400.0 million in additional borrowings added on March 1, 2022 in connection with the Spireon Acquisition.

Other expense (income), net

The table below sets forth other expense (income), net data for the periods indicated (dollars in thousands):

	Fiscal Years Ended March 31,
	2023			2022			Change
Investment income	$	(1,334	)	$	(1,942	)	$	608
Foreign exchange losses (gains)		4,967			(132,317	)		137,284
Losses on change in fair value - Solera warrants and DRD		—			25,515			(25,515	)
Losses (gains) on other derivative financial instruments not designated as hedges		(15,578	)		(28,206	)		12,628
Losses (gains) on asset sales		1,289			1,539			(250	)
Loss on debt extinguishment		—			111,413			(111,413	)
Other expense	$	8,278		$	3,715		$	4,563
Other expense (income), net	$	(2,378	)	$	(20,283	)	$	17,905

123

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

	Fiscal Years Ended March 31,
	2022			2021			Change
Investment income	$	(1,942	)	$	(436	)	$	(1,506	)
Foreign exchange losses (gains)		(132,317	)		46,371			(178,688	)
Losses on change in fair value - Solera warrants and DRD		25,515			114,310			(88,795	)
Losses (gains) on other derivative financial instruments not designated as hedges		(28,206	)		28,982			(57,188	)
Losses (gains) on asset sales		1,539			(121	)		1,660
Loss on debt extinguishment		111,413			—			111,413
Other expense		3,715			8,429			(4,714	)
Other expense (income), net	$	(20,283	)	$	197,535		$	(217,818	)

We maintain long-term external debt denominated in foreign currency and short-term intercompany loans denominated in foreign currency both of which are revalued each period to account for exchange rate movements. These loans can occasionally result in large swings in foreign exchange gains and losses. While these balances are not explicitly hedged by derivative instruments, we believe that we have appropriately aligned these liabilities with future earnings and assets that allow us to effectively manage our business.

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, other expense (income), net decreased from income of $20.3 million to income of $2.4 million. The decrease was primarily attributable to $5.0 million of foreign exchange losses in the 2023 fiscal year in comparison to $132.3 million in foreign exchange gains in the comparative period driven by the impact of the average strengthening of the U.S. dollar during the 2023 fiscal year in excess of the average strengthening of the U.S. dollar during the 2022 fiscal year. The decrease was also driven by the $111.4 million loss on debt extinguishment related to our Refinancing Transactions and a $25.5 million loss on the change in fair value of warrants during the 2022 fiscal year, which did not recur during the 2023 fiscal year. We also recognized a $12.6 million decrease in gain on other derivative financial instruments not designated as hedges during the 2023 fiscal year.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, other expense (income), net changed $217.8 million from expense of $197.5 million to income of $20.3 million. The change was primarily attributable to a $178.7 million of foreign exchange gains driven by the impact of the average weakening of U.S. dollar during the 2022 fiscal year versus the average strengthening of the U.S. dollar during the 2021 fiscal year. The change was also driven by $57.2 million in losses (gains) on other derivative financial instruments not designated as hedges due to a gain of $28.2 million during 2022 fiscal year as compared to a loss of $29.0 million in the 2021 fiscal year. Additionally, an $88.8 million decrease in losses on change in fair value warrants and associated derivatives occurred for the 2022 fiscal year as compared to the 2021 fiscal year. The decrease in other expense (income) during the 2022 fiscal year as compared to the 2021 fiscal year was partially offset by $111.4 million loss on debt extinguishment related to our debt refinancing transaction in June 2021.

Income tax provision

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, income tax expense decreased $10.2 million or 16.9% to $49.8 million. The decrease is primarily attributable to changes in our worldwide pre-tax loss, jurisdictional mix of earnings and changes in valuation allowances.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, income tax expense increased $26.1 million or 77.0% to $60.0 million. The increase in the income tax expense is primarily attributable to the change in our worldwide pre-tax loss, jurisdictional mix of earnings and changes in valuation allowances. In addition, in the 2022 fiscal year, there were non-recurring tax impacts associated with remeasurement of deferred taxes in the U.K.

124

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

As noted in the Key Performance Indicators and Non-GAAP Measures section above, our Chief Executive Officer, the Chief Operating Decision Maker, uses Adjusted EBITDA as the key profitability metric in an evaluation of segment performance. We also review changes period over period by Adjusted EBITDA Margin, discussed below in percentages and basis points (“bps”). Adjusted EBITDA and Adjusted EBITDA Margin are Non-GAAP measures and most comparable GAAP measures are net loss and net loss margin. Refer to the tables below for Adjusted EBITDA by segment information and year-over-year fluctuations.

	Fiscal Years Ended March 31,
	2023			2022			Change
Net Loss	$	(380,562	)	$	(277,792	)	$	(102,770	)	(37.0	)%
Adjusted EBITDA
Vehicle Claims	$	276,056		$	346,231		$	(70,175	)	(20.3	)
Vehicle Solutions		301,238			274,998			26,240		9.5
Vehicle Repair		171,597			157,799			13,798		8.7
Fleet Solutions		183,328			172,472			10,856		6.3
Total Adjusted EBITDA	$	932,219		$	951,500		$	(19,281	)	(2.0	)%
	Fiscal Years Ended March 31,
	2022			2021			Change
Net Loss	$	(277,792	)	$	(232,883	)	$	44,909		19.3	%
Adjusted EBITDA
Vehicle Claims	$	346,231		$	301,520		$	44,711		14.8	%
Vehicle Solutions		274,998			234,234			40,764		17.4
Vehicle Repair		157,799			145,746			12,053		8.3
Fleet Solutions		172,472			7,716			164,756		2,135.3
Total Adjusted EBITDA	$	951,500		$	689,216		$	262,284		38.1	%
	Fiscal Years Ended March 31,
	2023			2022			Change (%/bps)
Net Loss Margin		(16.1	)%		(12.6	)%		(3.5	)%	(350	)
Adjusted EBITDA Margin
Vehicle Claims		40.1			47.2			(7.1	)	(710	)
Vehicle Solutions		37.1			37.5			(0.4	)	(40	)
Vehicle Repair		65.8			59.2			6.6		660
Fleet Solutions		30.5			36.5			(6.0	)	(600	)
Total Adjusted EBITDA Margin		39.5	%		43.2	%		(3.7	)%	(370	)
	Fiscal Years Ended March 31,
	2022			2021			Change (%/bps)
Net Loss Margin		(12.6	)%		(14.0	)%		1.4	%	140
Adjusted EBITDA Margin
Vehicle Claims		47.2			44.4			2.8		280
Vehicle Solutions		37.5			33.5			4.0		400
Vehicle Repair		59.2			57.1			2.1		210
Fleet Solutions		36.5			28.1			8.4		840
Total Adjusted EBITDA Margin		43.2	%		41.5	%		1.7	%	170

125

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

2023 Fiscal Year vs. 2022 Fiscal Year. During the 2023 fiscal year, net loss increased $102.8 million, or 37.0% to $380.6 million. Net loss margin decreased by 350 bps to 16.1%. During the 2023 fiscal year, Adjusted EBITDA decreased $19.3 million, or 2.0%, to $932.2 million. Adjusted EBITDA Margin decreased by 370 bps, to 39.5%. On a constant currency basis, Adjusted EBITDA increased $31.2 million, or 3.3%, to $982.7 million. On a constant currency basis, Adjusted EBITDA Margin decreased by 300 bps, to 40.2%. On a constant currency basis, the Omnitracs Acquisition resulted in an Adjusted EBITDA increase of $30.4 million, and the Spireon Acquisition resulted in an increase of $9.5 million. Excluding the acquisition of Omnitracs and Spireon, the Adjusted EBITDA decreased by $58.6 million, or 7.5%, and $8.7 million, or 1.1% on a constant currency basis.

Vehicle Claims Adjusted EBITDA decreased $70.2 million, or 20.3%, to $276.1 million and Vehicle Claims Adjusted EBITDA Margin decreased by 710 bps, to 40.1%. On a constant currency basis, Vehicle Claims Adjusted EBITDA decreased $44.3 million, or 12.8% to $302.0 million and the Vehicle Claims Adjusted EBITDA Margin decreased by 630 bps, to 40.9%. On a constant currency basis, the decrease in Adjusted EBITDA and Adjusted EBITDA margin was primarily attributable to key customer losses in the US.

Vehicle Solutions Adjusted EBITDA increased $26.2 million, or 9.5%, to $301.2 million and Vehicle Solutions Adjusted EBITDA Margin decreased by 40 bps, to 37.1%. On a constant currency basis, Vehicle Solutions Adjusted EBITDA increased $43.2 million, or 15.7%, to $318.2 million and the Vehicle Solutions Adjusted EBITDA Margin increased by 60 bps, to 38.1%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was primarily attributable to the Solera global restructuring plan, which was the result of our business transformation and strategy leveraging our global scale, eliminating redundancies, and improving processes and product management. Additionally, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was partially driven by the Spireon Acquisition in March 2022, which contributed $6.7 million of the increase on a constant currency basis.

Vehicle Repair Adjusted EBITDA increased $13.8 million, or 8.7%, to $171.6 million and Vehicle Repair Adjusted EBITDA Margin increased by 660 bps, to 65.8%. On a constant currency basis, Vehicle Repair Adjusted EBITDA increased $20.8 million, or 13.2%, to $178.6 million and the Vehicle Repair Adjusted EBITDA Margin increased by 700 bps, to 66.2%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was primarily attributable to the Solera global restructuring plan, which was the result of our business transformation and strategy leveraging our global scale, eliminating redundancies, and improving processes and product management.

Fleet Solutions Adjusted EBITDA increased $10.9 million, or 6.3%, to $183.3 million and Fleet Solutions Adjusted EBITDA Margin decreased by 600 bps, to 30.5%. On a constant currency basis, Fleet Solutions Adjusted EBITDA increased $11.6 million, or 6.7%, to $184.0 million and the Fleet Solutions Adjusted EBITDA Margin decreased by 600 bps, to 30.5%. On a constant currency basis, the increase in Adjusted EBITDA was primarily attributable to the Omnitracs Acquisition in June 2021 and Spireon Acquisition in March 2022. On a constant currency basis, the Omnitracs Acquisition and Spireon Acquisition contributed $30.4 million and $2.8 million increase in Adjusted EBITDA, respectively. The decrease in Adjusted EBITDA Margin is primarily attributable to the impact of credit losses in the Fleet Solutions Segment.

2022 Fiscal Year vs. 2021 Fiscal Year. During the 2022 fiscal year, net loss decreased $44.9 million, or 19.3%, to $277.8 million. Net loss margin decreased by 140 bps, to 12.6%. During the 2022 fiscal year, Adjusted EBITDA increased $262.3 million, or 38.1%, to $951.5. Adjusted EBITDA Margin increased by 170 bps, to 43.2%. On a constant currency basis, Adjusted EBITDA increased $251.5 million, or 36.5%, to $940.7 million. Adjusted EBITDA Margin increased by 150 bps, to 43.0%. The acquisition of Omnitracs resulted in an Adjusted EBITDA increase of $173.1 million, and, on a constant currency basis, the acquisition of Omnitracs resulted in an Adjusted EBITDA increase of $173.9 million. On a constant currency basis, the Adjusted EBITDA increase, excluding the acquisition of Omnitracs, was $88.2 million or 12.8% and $77.6 million or 11.3%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin across all segments during the 2022 fiscal year was primarily attributable to increased revenue and partially attributable to the Solera global

126

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

restructuring plan, leveraging Solera’s global scale, eliminating redundancies, and improving processes and product management.

Vehicle Claims Adjusted EBITDA increased $44.7 million, or 14.8%, to $346.2 million and Vehicle Claims Adjusted EBITDA Margin increased by 280 bps, to 47.2%. On a constant currency basis, Vehicle Claims Adjusted EBITDA increased $40.8 million, or 13.5% to $342.3 million and the Vehicle Claims Adjusted EBITDA Margin increased by 260 bps, to 47.0%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA margin is primarily attributable to a revenue increase of $48.1 million, which is mainly due to increase in transactional claims volumes as a result of the COVID-19 related recovery, and further penetration to existing customers with existing solutions. Additionally, on a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin is partially driven by the Solera global restructuring plan, which was the result of our business transformation and strategy leveraging our global scale, eliminating redundancies, and improving processes and product management.

Vehicle Solutions Adjusted EBITDA increased $40.8 million, or 17.4%, to $275.0 million and Vehicle Solutions Adjusted EBITDA Margin increased by 400 bps, to 37.5%. On a constant currency basis, Vehicle Solutions Adjusted EBITDA increased $35.8 million, or 15.3%, to $270.1 million and the Vehicle Solutions Adjusted EBITDA Margin increased by 370 bps, to 37.2%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin is primarily attributable to a revenue increase of $27.5 million, which is mainly driven by increase of new and used car sales volumes as a result of the COVID-19 related recovery and partially driven by higher volumes for the U.S. underwriting business with existing customers. Additionally, on a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin is partially driven by the Solera global restructuring plan, which was the result of our business transformation and strategy leveraging our global scale, eliminating redundancies, and improving processes and product management.

Vehicle Repair Adjusted EBITDA increased $12.1 million, or 8.3%, to $157.8 million and Vehicle Repair Adjusted EBITDA Margin increased by 210 bps, to 59.2%. On a constant currency basis, Vehicle Repair Adjusted EBITDA increased $10.2 million, or 7.0%, to $155.9 million and the Vehicle Repair Adjusted EBITDA Margin increased by 200 bps, to 59.1%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin is primarily attributable to a revenue increase of $8.6 million. Additionally, on a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin was also driven by the Solera global restructuring plan, which was the result of our business transformation and strategy leveraging our global scale, eliminating redundancies, and improving processes and product management.

Fleet Solutions Adjusted EBITDA increased $164.8 million, or 2,135.3%, to $172.5 million and Fleet Solutions Adjusted EBITDA Margin increased by 840 bps, to 36.5%. On a constant currency basis, Fleet Solutions Adjusted EBITDA increased $164.6 million, or 2,133.3%, to $172.3 million and the Fleet Solutions Adjusted EBITDA Margin increased by 850 bps, to 36.6%. On a constant currency basis, the increase in Adjusted EBITDA and Adjusted EBITDA Margin is primarily attributable to the Omnitracs Acquisition, which resulted in an increase of $411.3 million of revenue and $173.9 million of Adjusted EBITDA, which is not included in the comparison period of the 2022 fiscal year.

Quarterly Results of Operations and Other Data

The following tables set forth selected unaudited quarterly financial information for (i) in the instance of the Company, which includes DealerSocket results for all periods and Omnitracs results following the acquisition date of June 4, 2021, for the fiscal quarters ended March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020, September 30, 2020 and June 30, 2020, and (ii) in the instance of Omnitracs, on a standalone pre-acquisition basis, the period of April 1, 2021 through June 3, 2021 and the fiscal quarters ended March 31, 2021. The supplemental information below includes results of operations, Adjusted EBITDA to net

127

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

income (loss) reconciliations, recurring and non-recurring revenues and free cash flows. The Company information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements and the Omnitracs pre-acquisition information has been prepared to conform with the Company’s presentation of statements of loss and Adjusted EBITDA. In the opinion of our management, such unaudited financial information reflects all adjustments necessary for the fair presentation of results for those periods. Our historical results are not necessarily indicative of the results that should be expected in any future period.

128

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

SOLERA GLOBAL CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED QUARTERLY HISTORICAL RESULTS

(Dollars in thousands)

	March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020
Revenues	$	604,680		$	586,218		$	574,710		$	594,779		$	575,389		$	569,239		$	576,483		$	483,965		$	434,586		$	431,252		$	418,054		$	377,623
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		252,292			241,004			236,350			229,647			217,226			218,797			221,137			189,452			169,133			177,841			164,570			163,053
Selling, general and administrative, excluding depreciation and amortization		126,826			137,102			123,254			129,748			117,541			127,324			125,184			239,721			78,862			76,447			77,692			78,780
Acquisition and related costs		15,216			41,468			9,698			3,848			48,297			14,123			6,481			20,086			594			1,725			496			1,992
Depreciation and amortization		115,178			109,866			101,193			111,587			113,379			104,818			104,510			78,121			81,067			78,666			77,190			76,527
Asset impairment charges		2,770			3,637			5,306			—			7,948			2,331			—			5,576			2,048			6,604			176			2,512
Restructuring charges and other costs associated with exit and disposal activities		4,467			830			(116	)		1,507			(753	)		2,646			11,424			2,771			7,793			5,734			2,373			4,408
Total operating expenses		516,749			533,907			475,685			476,337			503,638			470,039			468,736			535,727			339,497			347,017			322,497			327,272
Operating income (loss)		87,931			52,311			99,025			118,442			71,751			99,200			107,747			(51,762	)		95,089			84,235			95,557			50,351
Other expense (income), net		57,056			278,075			(260,270	)		(77,239	)		(67,242	)		(40,378	)		(36,726	)		124,063			(12,302	)		177,109			50,956			(18,228	)
Interest expense, net		202,385			197,824			159,757			130,862			126,146			123,900			123,280			91,706			80,447			81,485			80,362			84,393
Income (loss) before income taxes		(171,510	)		(423,588	)		199,538			64,819			12,847			15,678			21,193			(267,531	)		26,944			(174,359	)		(35,761	)		(15,814	)
Income tax provision		(47,029	)		30,219			45,390			21,241			52,572			20,187			21,083			(33,863	)		20,481			12,411			(1,894	)		2,895
Net income (loss)		(124,481	)		(453,807	)		154,148			43,578			(39,725	)		(4,509	)		110			(233,668	)		6,463			(186,770	)		(33,867	)		(18,709	)
Net income (loss) attributable to noncontrolling interests		(1,965	)		(38,196	)		23,197			10,935			2,834			5,769			7,676			(14,342	)		2,127			3,018			3,137			1,535
Net income (loss) attributable to Solera Global Corp.	$	(122,516	)	$	(415,611	)	$	130,951		$	32,643		$	(42,559	)	$	(10,278	)	$	(7,566	)	$	(219,326	)	$	4,336		$	(189,788	)	$	(37,004	)	$	(20,244	)

129

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Quarterly Revenue Trends

For the three months ended June 30, 2020 we experienced a decline in revenue, driven by COVID-19, as many markets across the globe were in complete lockdown. From the quarters ended September 30, 2020 through September 30, 2021, revenue increased sequentially each quarter as the impact of COVID-19 lessened. For the three months ended December 31, 2021 revenue declined primarily due to foreign currency exchange impact and loss of an insurance customer. The quarters ended March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021 showed significant growth versus the comparable quarters in the prior year driven primarily by increased volume of cars on the road as markets around the world eased their restrictions as they recovered from COVID-19, the addition of new products, acquisition of new customers as well as the acquisition of Omnitracs in June 2021. The quarters ended March 31, 2023, December 31, 2022, September 30, 2022, and June 30, 2022 grew due to the addition of new products and volume as well as the acquisitions of Omnitracs in June 2021 and Spireon in March 2022 partly offset by the impact of exchange rates. On a constant currency basis and excluding the results of these acquisitions, revenue increased 2.7% on a constant currency for the year ended March 31, 2023.

Quarterly Operating Expense Trends

Cost of revenue, excluding depreciation and amortization and Selling, general and administrative expenses, excluding depreciation and amortization. In the 2021 fiscal year, we experienced a reduction in cost of revenue and selling, general and administrative expenses, driven mainly by the implementation of the Solera global restructuring plan. The decrease was also partially driven by temporary measures taken to protect our operating cash flow in response to COVID-19. The quarters ended March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021 have shown increased cost of revenues and selling, general and administrative expenses from the comparative quarters in the 2021 fiscal year as a result of recovery from COVID-19 as well as the acquisition of Omnitracs. In the quarter ended June 30, 2021, we experienced a significant increase in Selling, general and administrative expenses due to non-recurring share-based compensation expenses of approximately $145.0 million related to the modification of certain stock options in shares of Solera Global Corp. and the awarding of fully vested equity classified RSUs in Solera Global Corp. to certain employees in connection with the completion of the merger between Solera and DealerSocket. Further, stock-based compensation continued to be higher for the quarters ended September 30, 2021, and December 31, 2021, due to modifications to share based compensation arrangements applicable to employees of Solera and DealerSocket and additional share-based compensation due to employees of Omnitracs as result of the transactions completed in June 2021. The increase in shared-based compensation between the quarters ended December 31, 2021 and September 30, 2021, was primarily due to fair value changes of $13.2 million. During the 2023 fiscal year, cost of revenues, excluding depreciation and amortization, increased $112.7 million, or 13.3% to $959.5 million. The increase is driven by increased volumes particularly in our Solutions businesses as well as purchases of technical data from original equipment manufacturers, via license agreements. This technical data is used in our advanced shop management system and experience-based repair solution offerings to our customers. During the 2023 fiscal year, selling, general and administrative expenses, excluding depreciation and amortization decreased $92.8 million, or 15.2% to $516.9 million. The decrease between the 2023 fiscal year and the 2022 fiscal year is due primarily to a $168.5 million decrease in share based compensation, offset by increases from the acquisition of Omnitracs and Spireon.

Acquisition and related costs. Our acquisition and related costs vary significantly depending on the timing of related transactions. The increase in acquisition and related costs during the quarter ended March 31, 2022 was primarily attributable to a $35.0 million earn-out liability recognized in connection with a business acquired in March 2018 as well as $5.8 million in transaction costs related to the Spireon Acquisition. The increase during the quarters ended December 31, 2021, September 30, 2021, and June 30, 2021 was due to the acquisition of Omnitracs in June 2021 and the increase in the quarter ended September 30, 2019 was due to earn-out charges for a business acquired in March 2018. The increase in acquisition and related costs during the quarter ended December 31, 2022 is primarily driven by a charge of $32.3 million related to write-off of deferred offering costs during the quarter ended December 31, 2022 in connection with deferral of a planned equity offering.

130

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Depreciation and amortization expenses. The increase in depreciation and amortization expenses in the quarters ended March 31, 2023, December 31, 2022, June 30, 2022, December 31, 2021 and September 30, 2021 was largely due to completion of internally developed software assets and the acquisition of Omnitracs, with a further increase during the quarter ended March 31, 2022 due to the Spireon Acquisition. The decrease in Depreciation and amortization expenses between quarters ended September 30, 2022 and June 30, 2022 is attributable primarily to measurement period adjustments associated with intangibles acquired in the Spireon Acquisition.

Asset impairment charges. In the quarter ended March 31, 2023, the Company recorded asset impairment charges in the amount of $2.8 million related to certain definite-lived intangible assets fixed assets. In the quarter ended December 31, 2022, the Company recorded asset impairment charges in the amount of $3.1 million related to certain definite-lived intangible assets and the $0.5 million charges for fixed assets related to the valuation of exited office space held for sale. The asset impairment charges in the quarters ended March 31, 2022, December 31, 2021 and June 30 2021 were primarily due to impairment charges on leased assets related to the exit and sublease of leased office space. The quarter ended March 31, 2020 included an Asset impairment charge of $40.6 million related to certain of our indefinite-lived trademarks. The quarter ended December 31, 2019 included an Asset impairment charge of $236.6 million associated with the operations of DealerSocket.

Restructuring charges and other costs associated with exit and disposal activities. Fluctuations in restructuring charges and other costs associated with exit and disposal activities largely result from the Solera global restructuring plan. The decrease in restructuring charges and other costs associated with exit and disposal activities during the quarter ended March 31, 2022 was primarily due to the release of certain restructuring provisions for settled liabilities.

Other expense (income), net. Fluctuations in other expense (income), net are primarily driven by changes in foreign exchange rates and gains/losses on derivatives. In addition, during the quarter ended June 30, 2021, we incurred additional expenses of $111.4 million resulting from a loss on debt extinguishment in connection with the Refinancing Transactions.

Interest expense, net. Interest expense, net increased during the quarters ending March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022, December 31, 2021 and September 30, 2021 driven by the net increase in debt in connection with the June 2021 Refinancing Transactions and the Spireon Acquisition and increasing average interest rates on variable rate debt.

Income tax expense (benefit). For the quarter ended June 30, 2021, the income tax benefit primarily relates to the change in the realizability of deferred tax assets as a result of the business combination transactions during the quarter and the remeasurement of deferred tax assets/liabilities as a result of the increase in the corporate tax rate in the United Kingdom. Income tax benefit for the quarter ended June 30, 2019 is related primarily to an intercompany transaction that resulted in a deferred tax asset in the United Kingdom with a corresponding discrete tax benefit.

131

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

OMNITRACS TOPCO, LLC

UNAUDITED CONSOLIDATED QUARTERLY HISTORICAL RESULTS

(Dollars in thousands)

	April 1, 2021 - June 3, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020
Revenues	$	89,127		$	125,454		$	124,694		$	104,967		$	105,555
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		50,644			72,851			74,376			63,761			56,429
Selling, general and administrative expenses, excluding depreciation and amortization		22,846			32,034			31,197			27,245			22,826
Acquisition and related costs		2,696			2,621			5,767			9,223			2,011
Depreciation and amortization		14,922			20,543			20,773			16,368			15,669
Asset impairment charges		—			—			—			6,226			—
Restructuring charges and other costs associated with exit and disposal activities		208			2,772			372			264			918
Total operating expenses		91,316			130,821			132,485			123,087			97,853
Operating income (loss)		(2,189	)		(5,367	)		(7,791	)		(18,120	)		7,702
Other expense (income)		(50	)		178			(570	)		(301	)		399
Interest expense, net		8,740			12,278			12,455			6,341			7,949
Loss before income taxes		(10,879	)		(17,823	)		(19,676	)		(24,160	)		(646	)
Income tax provision		363			1,165			3,653			234			198
Net loss		(11,242	)		(18,988	)		(23,329	)		(24,394	)		(844	)
Net income attributable to noncontrolling interests		(112	)		(190	)		(233	)		(244	)		(9	)
Net loss attributable to Omnitracs Topco, LLC	$	(11,130	)	$	(18,798	)	$	(23,096	)	$	(24,150	)	$	(835	)

132

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

SOLERA GLOBAL CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED QUARTERLY ADJUSTED EBITDA RECONCILIATION TO NET INCOME (LOSS)

(Dollars in thousands)

	March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020
Net Income (loss)	$	(124,481	)	$	(453,807	)	$	154,148		$	43,578		$	(39,725	)	$	(4,509	)	$	110		$	(233,668	)	$	6,463		$	(186,770	)	$	(33,867	)	$	(18,709	)
Add: Income tax provision		(47,029	)		30,219			45,390			21,241			52,572			20,187			21,083			(33,863	)		20,481			12,411			(1,894	)		2,895
Net income (loss) before income tax provision		(171,510	)		(423,588	)		199,538			64,819			12,847			15,678			21,193			(267,531	)		26,944			(174,359	)		(35,761	)		(15,814	)
Add: Depreciation and amortization		115,178			109,866			101,193			111,587			113,379			104,818			104,510			78,121			81,067			78,666			77,190			76,527
Add: Restructuring charges and other costs associated with exit and disposal activities (1)		4,467			830			(116	)		1,507			(753	)		2,646			11,424			2,771			7,793			5,734			2,373			4,408
Add: Asset impairment charges (2)		2,770			3,637			5,306			—			7,948			2,331			—			5,576			2,048			6,604			176			2,512
Add: Acquisition and related costs (3)		15,216			41,468			9,698			3,848			48,297			14,123			6,481			20,086			594			1,725			496			1,992
Add: Litigation related expenses (4)		6,819			5,952			1,968			1,872			(198	)		(3,017	)		1,422			4,616			361			397			1,263			1,678
Add: Interest expense		202,385			197,824			159,757			130,862			126,146			123,900			123,280			91,706			80,446			81,486			80,362			84,393
Add: Other expense, net (5)		55,668			276,382			(261,557	)		(82,241	)		(66,748	)		(42,345	)		(37,431	)		122,023			(13,042	)		174,940			49,259			(18,878	)
Add: Share-based compensation expense (6)		27,226			4,653			(3,821	)		3,386			610			28,431			23,142			147,800			4,112			1,227			3,901			1,140
Add: Management charges (7)		1,388			1,693			1,287			5,002			(494	)		1,967			705			2,040			740			2,169			1,697			650
Adjusted EBITDA	$	259,607		$	218,717		$	213,253		$	240,642		$	241,034		$	248,532		$	254,726		$	207,208		$	191,063		$	178,589		$	180,956		$	138,608

* Represents Omnitracs Adjusted EBITDA from April 1, 2021 through June 3, 2021. The Omnitracs Adjusted EBITDA from June 4, 2021 through March 31, 2023 are included within the historical income statement activity for Solera Global Corp.

(1) Restructuring charges and other costs associated with exit and disposal activities primarily represent costs incurred in relation to our restructuring initiatives. Restructuring charges primarily include charges related to employee termination, and lease and vendor contract liabilities that we do not expect to provide future economic benefits due to the implementation of our restructuring initiatives. See Note 19, “Restructuring Charges and Other Costs Associated with Exit and Disposal Activities,” to the accompanying consolidated financial statements.

(2) Asset impairment charges primarily represent costs resulting from the excess of carrying values of our reporting units with goodwill, our long-lived assets, and our indefinite-lived intangible assets over their respective fair values, and, accordingly, we may identify impairment of those assets in the future. See Note 2, “Summary of Significant Accounting Policies,” and Note 4, “Intangible Assets and Goodwill,” to the accompanying consolidated financial statements for additional information regarding our goodwill and indefinite-lived intangible asset impairments.

(3) Acquisition and related costs include professional fees and personnel retention incentives; legal and professional fees and other transaction costs associated with completed and contemplated business combinations, capital structure changes and asset acquisitions; costs associated with integrating acquired businesses, including costs incurred to eliminate workforce redundancies and for product rebranding; and other charges incurred as a direct result of our acquisition efforts. Some of these other charges result from

133

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

acquisitions made, and include changes to the fair value of contingent purchase consideration, acquired assets and assumed liabilities subsequent to the completion of the purchase price allocation, purchase price that is deemed to be compensatory in nature from prior acquisitions and incentive compensation arrangements with continuing employees of acquired companies.

(4) Litigation related expenses primarily represent legal expenses incurred that are non-recurring in nature.

(5) Other expense (income), net consists of foreign exchange losses and gains including loss (gain) on Euro denominated debt, realized and unrealized losses and gains on derivative instruments, loss (gain) on asset sales, loss (gains) on change in fair value for Warrants, debt extinguishment loss (gain), investment income and other miscellaneous expense and income. These expenses (income) are primarily driven by non-recurring events or expenses (income) that do not relate to normal business operations. For the reconciliation above, we break out management charges separately from the rest of other expense (income). The aggregation of the two lines will result in the other expense (income) shown in the consolidated statements of loss.

(6) Share-based compensation expense is provided to certain employees. Share-based compensation is further discussed in Note 13, “Share-Based Compensation,” to the accompanying consolidated financial statements.

(7) Management charges include charges paid to Vista Consulting Group, LLC, an affiliate of Vista, for consulting services provided. These costs are ad hoc in nature and do not relate to the underlying business operations. Following our initial public offering, we may continue to engage Vista Consulting Group, LLC, an affiliate of Vista, for consulting services from time to time, subject to compliance with our related party transactions policy. For further discussion on the consulting agreement with Vista Consulting Group, LLC, refer to “Certain Relationships and Related Party Transactions—Related Party Transactions—Relationship with VCG and Companies Controlled by Vista.”

134

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Recurring and Non-Recurring Revenue

SOLERA GLOBAL CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED QUARTERLY RECURRING AND NON-RECURRING REVENUES

(Dollars in thousands)

	March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020		June 30, 2020
Recurring Revenue	$	544,312	$	527,003	$	507,056	$	520,670	$	517,216	$	534,757	$	542,956	$	464,458	$	420,317	$	413,240	$	405,644	$	368,518
Non-Recurring Revenue		60,368		59,215		67,654		74,109		58,173		34,482		33,527		19,507		14,270		18,012		12,409		9,105
Total Revenue	$	604,680	$	586,218	$	574,710	$	594,779	$	575,389	$	569,239	$	576,483	$	483,965	$	434,587	$	431,252	$	418,053	$	377,623

OMNITRACS TOPCO, LLC

UNAUDITED CONSOLIDATED QUARTERLY RECURRING AND NON-RECURRING REVENUES

(Dollars in thousands)

	April 1, 2021 - June 3, 2021		March 31, 2021		December 31, 2020		September 30, 2020		June 30, 2020
Recurring Revenue	$	71,023	$	100,228	$	100,146	$	84,208	$	84,642
Non-Recurring Revenue		18,104		25,226		24,548		20,759		20,913
Total Revenue	$	89,127	$	125,454	$	124,694	$	104,967	$	105,555

Free Cash Flow

The Company also evaluated cash paid for interest on debt for the trailing twelve quarters for Solera Global Corp. as provided below:

	March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020		June 30, 2020
Cash Paid for Interest	$	179,886	$	165,158	$	182,374	$	122,595	$	81,163	$	130,918	$	120,891	$	68,412	$	126,495	$	25,938	$	122,023	$	33,820

135

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

OMNITRACS TOPCO, LLC

UNAUDITED CONSOLIDATED QUARTERLY FREE CASH FLOW

(Dollars in thousands)

	April 1, 2021 - June 3, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020
Cash flows from operating activities	$	(2,005	)	$	15,973		$	(6,667	)	$	11,242		$	24,677
Less: Capital expenditures		(1,598	)		(3,821	)		(8,910	)		(2,854	)		(2,941	)
Less: Acquisitions and capitalization of intangible assets		(3,580	)		(6,912	)		(4,640	)		(5,912	)		(4,494	)
Free Cash Flow	$	(7,183	)	$	5,240		$	(20,217	)	$	2,476		$	17,242

The Company also evaluated cash paid for interest on debt for the trailing five quarters for Omnitracs as provided below:

	April 1, 2021 - June 3, 2021		March 31, 2021		December 31, 2020		September 30, 2020		June 30, 2020
Cash Paid for Interest	$	7,057	$	10,952	$	10,634	$	5,649	$	7,372

136

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Liquidity and Capital Resources

General

Principal sources of liquidity are and will continue to be existing cash and cash equivalents, cash flows from operations and available borrowings under our revolving credit facility. We have used and will continue to use our sources of liquidity to meet debt service requirements, fund capital expenditures, provide working capital, and fund business acquisitions. We believe cash flows from operations and current cash on hand, together with borrowings available under our revolving facility, will provide sufficient liquidity to meet all our cash needs to operate and invest in our business for the next 12 months.

As of March 31, 2023, our principal sources of liquidity were cash and cash equivalents totaling $214.8 million, which was held for working capital purposes, as well as the available balance of $75.5 million under our Revolving Credit Facility. As of March 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $348.2 million, which was held for working capital purposes, as well as the available balance of $187.9 million under our Revolving Credit Facility. Further, see Note 11, “Debt,” to the accompanying financial statements for the available and outstanding borrowings under the revolver and total current and long-term debt obligations. We were in compliance with all of our debt covenants as of March 31, 2023, 2022, and 2021.

Credit Facilities

On the Refinancing Date, we refinanced our existing indebtedness in connection with the acquisition of Omnitracs and merger with DealerSocket. In connection with the refinancing, we entered into (1) the First Lien Credit Agreement, which provides for the First Lien Term Loans in an aggregate principal amount of $3,380 million, €1,200 million and £300 million and the Revolving Credit Facility in an aggregate principal amount of $500 million and (2) the Second Lien Credit Agreement, which provided for the Second Lien Term Loans in an initial aggregate principal amount of $2,500 million. The Revolving Credit Facility contains a sublimit for the issuance of certain letters of credit of $175 million.

Borrowings under the Credit Facilities (other than borrowings denominated in British pounds sterling) bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to the highest of (i) the rate last quoted by the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 0.50% and (iii) the sum of (a) the adjusted benchmark rate (either adjusted SOFR or adjusted EURIBOR, depending on the currency of the loans) (after giving effect to any applicable adjusted rate “floor” for such tranche of loan) that would be payable on such day for a benchmark rate loan of the same tranche with a one-month interest period plus (b) 1.00% or (2) an adjusted benchmark rate that is subject to, with respect to (w) the Revolving Loans, a 0.00% interest rate floor, (x) the First Lien Term Loans denominated in U.S. dollars, a 0.50% interest rate floor, (y) the First Lien Term Loans denominated in euro, a 0.00% interest rate floor, and (z) the Second Lien Term Loans, a 1.00% interest rate floor.

First Lien Term Loans denominated in British pounds sterling bear interest at a rate equal to an applicable margin plus a rate equal to the sterling overnight index average published by the Bank of England, subject to an interest rate floor of 0.00%. The applicable margin is (v) with respect to Revolving Loans (i) that bear interest with respect to a benchmark rate (other than Loans denominated in British pounds sterling), 3.50%, (ii) that bear interest with respect to the base rate, 2.50% and (iii) that are denominated in British pounds sterling, 4.75%, in each case subject to step-downs based on our most recent First Lien Leverage Ratio, (w) with respect to First Lien Term Loans denominated in U.S. dollars, (i) that bear interest with respect to SOFR, 4.00% (plus a credit spread adjustment of 0.10%) and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (x) with respect to First Lien Term Loans denominated in euro, (i) that bear interest with respect to a eurocurrency rate, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (y) with respect to First Lien Term Loans denominated in British pounds sterling, 5.25%, subject to a 25 basis points step-down if our most

137

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

recent First Lien Leverage Ratio is less than 4.50 to 1.00 and (z) with respect to Second Lien Term Loans, (i) that bear interest with respect to SOFR, 9.00% (plus a credit spread of 0.10%) and (ii) that bear interest with respect to the base rate, 8.00%. In addition, the “SOFR” and the “Adjusted EURIBOR Rate” are subject to customary hardwired reference rate replacement provisions.

We used the proceeds of the Credit Facilities to (i) to repay and cancel $1,713.1 million of first lien dollar-denominated term loan B indebtedness of certain subsidiaries of Solera Global Corp.; (ii) to redeem in full the 10.500% senior notes due 2024 in the amount of $2,112.0 million issued by certain subsidiaries of Solera Global Corp.; (iii) to redeem $1,834.2 million of Solera Global Corp.’s outstanding preferred equity;(iv) to repay and cancel $895.6 million of first lien term loan B indebtedness of Omnitracs and certain of its subsidiaries; (v) to repay and cancel $180.3 million of second-lien term loan B indebtedness of Omnitracs and certain of its subsidiaries; (vi) to repay and cancel $116.6 million of first-lien term loan B indebtedness of DealerSocket; (vii) to repay outstanding indebtedness of $200.6 million, drawn in May 2021 for the purpose of completing an acquisition, under the existing revolving credit facility of certain subsidiaries of Solera Global Corp.; and (vii) to repay and cancel €613.1 million of first lien euro-denominated term loan B indebtedness of certain subsidiaries of Solera Global Corp. We used the net proceeds of the Spireon Borrowings, together with cash on hand, to finance the Spireon Acquisition, to repay and cancel certain indebtedness of Spireon and to pay certain fees, costs and expenses in connection with the Spireon Acquisition and Spireon Borrowings.

Contractual Commitments

We have contractual obligations under software license agreements and other purchase commitments which we expect to pay from cash generated from our normal business operations. Future minimum contractual commitments at March 31, 2023 are as follows (in thousands):

2024	$	60,898
2025		2,139
Thereafter		—
Total	$	63,037

Cash Flows

The following table summarizes our primary sources and uses of cash in the periods presented (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			Change
Operating activities	$	160,286		$	208,201		$	(47,915	)
Investing activities		(179,948	)		(681,472	)		501,524
Financing activities	$	(95,451	)	$	415,295		$	(510,746	)

	Fiscal Years Ended March 31,
	2022			2021			Change
Operating activities	$	208,201		$	241,267		$	(33,066	)
Investing activities		(681,472	)		(74,444	)		(607,028	)
Financing activities	$	415,295		$	(46,601	)	$	461,896

Operating activities. The $47.9 million decrease in cash provided by operating activities during the 2023 fiscal year is primarily attributable to a $102.8 million increase in net loss, a decrease in non-cash add backs of $125.0 million, including $5.0 million of non-cash foreign currency losses, and the absence of a $111.4 million loss on the extinguishment of debt. Key non-cash items for the 2023 fiscal year include depreciation and

138

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

amortization of $437.8 million, unrealized loss on fair value of derivatives of $82.6 million, and asset impairment charges of $11.7 million. The $33.1 million decrease in cash provided by operating activities during the 2022 fiscal year was primarily attributable to a decrease in non-cash add backs of $111.8 million, including $178.7 million of non-cash foreign currency gains, and partially offset by a $111.4 million loss on the extinguishment of debt. Key non-cash items for the 2022 fiscal year include depreciation and amortization of $400.8 million, deferred income tax benefit of $16.5 million, share-based compensation expense of $25.8 million, and asset impairment charges $15.9 million.

Investing activities. Cash used in investing activities during the 2023 fiscal year decreased $501.5 million and was primarily attributable to the absence of significant business acquisitions in the period. The $607.0 million increase in cash used in investing activities during the 2022 fiscal year was primarily attributable to a net increase in cash used in business acquisitions (including Spireon), and cash used in acquisitions and capitalization of intangible assets.

Financing activities. Cash provided by (used in) financing activities during the 2023 fiscal year decreased $510.7 million largely as a result of the absence of proceeds from debt issuance. The $461.9 million increase in cash provided by financing activities during the 2022 fiscal year was primarily attributable to our proceeds from debt issuance of $2.4 billion offset by a redemption of preferred stock of $2.0 billion.

Free Cash Flow

Free Cash Flow was $25.3 million in the 2023 fiscal year compared to $94.7 million in the 2022 fiscal year. The decrease in Free Cash Flow was primarily driven by a decrease in cash flows from operating activities and an increase in acquisitions and capitalization of intangible assets. This was partially offset by a decrease in capital expenditures.

Free Cash Flow was $94.7 million in the 2022 fiscal year compared to $175.5 million in the 2021 fiscal year. The decrease in Free Cash Flow was primarily driven by a decrease in cash flows from operating activities, and increase in capital expenditures and acquisitions and capitalization of intangible assets.

Impact of Inflation

We do not believe inflation has had a direct material effect on our financial condition or results of operations in recent years. Inflation impacts all our operating expenses. While we have been able to partially offset inflation and other changes in operating expenses by gradually increasing prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions could limit our pricing flexibility. In addition, macroeconomic conditions, including those conditions related to inflation (i) have resulted in, and may continue to result in higher interest rates and capital costs, increased costs of labor and other similar effects and (ii) could make additional price increases imprudent. There can be no assurance that future cost increases can be offset by increased prices or that increased prices will be fully absorbed without any resulting change to purchasing patterns. In addition, there can be no assurance that we will generate sales growth in an amount sufficient to offset inflationary or other cost pressures. Accordingly, there can be no assurance that our financial condition and results of operations will not be materially impacted by inflation in the future.

Off-Balance Sheet Arrangements and Related Party Transactions

As of March 31, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

139

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

See Note 18, “Related Party Transactions,” to the accompanying consolidated financial statements for detail of related party transactions for the 2023, 2022 and 2021 fiscal years, respectively.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in our consolidated financial statements. On an ongoing basis, we evaluate estimates. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from our estimates under different assumptions or conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 2 to the audited consolidated financial statements.

We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about highly complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.

The accounting policies and financial reporting areas that most frequently require us to make assumptions, judgments, and estimates, and therefore are critical to understanding our results of operations, are:

• Revenue recognition;

• Business acquisitions; and

• Income taxes.

Revenue Recognition

Our contracts with customers that include a single performance obligation typically do not require any significant judgments in determining when and how much revenue should be recognized. However, contracts with customers that include promises to transfer multiple products and services to a customer may require significant judgment in determining whether services or products are considered distinct performance obligations that should be accounted for separately versus together. If a contract is determined to contain multiple distinct performance obligations, significant judgment may also be required in allocating the transaction price based on the estimated standalone selling price of each distinct performance obligation.

We have concluded that on-premise IP based features of our SaaS licenses are generally not distinct from the obligation to provide SaaS offerings throughout the contract term. This is due to the features having limited functionality, limited only to data capture and data cache if not bundled with SaaS, while the SaaS performs all critical processes. As such, the promises for on-premises IP based features and SaaS represent inputs to a single, combined performance obligation. Further, IP based on-premises features and SaaS are highly interdependent and interrelated such that they significantly affect each other therefore, we concluded the IP based on-premises features and SaaS represents a single performance obligation to the customer, with revenue recognized over-time in line with the pattern of transfer to the customer.

Business Acquisitions

Accounting for business acquisitions requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and

140

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

pre-acquisition contingencies. In a business combination, we allocate the purchase price to the acquired business’ identifiable assets and liabilities at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill.

The assets acquired and liabilities assumed in our business combinations consist of acquired working capital and finite-lived and indefinite-lived intangible assets. The carrying value of acquired working capital approximates its fair value, given the short-term nature of these assets and liabilities. We estimate the fair value of finite-lived and indefinite-lived intangible assets acquired using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by such assets and the risk associated with achieving such cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the discretely forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible assets, which include revenue, operating expenses and taxes. Our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Income Taxes

We operate in multiple jurisdictions and our profits are taxed pursuant to the tax laws of these jurisdictions. Our effective income tax rate may be affected by the changes in or interpretations of tax laws and tax agreements in any given jurisdiction, utilization of net operating loss and tax credit carryforwards, changes in geographical mix of income and expense, and changes in our assessment of matters such as the ability to realize deferred tax assets. As a result of these considerations, we must estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax exposure together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet.

We assess the likelihood that our deferred tax assets will be recovered from future taxable income, considering all available evidence such as historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax strategies. When we determine that it is not more likely than not that we will realize all or part of our deferred tax assets, an adjustment is charged to earnings in the period when such determination is made. Likewise, if we later determine that it is more likely than not that all or a part of our deferred tax assets would be realized, the previously provided valuation allowance would be reversed.

We make certain estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters surrounding the recognition and measurement of uncertain tax benefits. In the event that uncertain tax positions are resolved for amounts different than our estimates, or the related statutes of limitations expire without the assessment of additional income taxes, we will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on our income tax provision and our results of operations.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We conduct our operations in many countries around the world. As a result, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk when we enter either a purchase or sale transaction using a currency other than the local functional currency. With respect to currency translation risk, the financial condition and results of operations are measured and recorded in the relevant local functional currency and then translated into U.S. dollars for inclusion in our consolidated financial statements.

141

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Exchange rates between most of the major foreign currencies used to transact business and the U.S. dollar have fluctuated significantly over the last few years and we expect that they will continue to fluctuate. A significant portion of our revenues and costs are denominated in Euros, Pound Sterling, Swiss francs, Canadian dollars and other foreign currencies. For more information relating to the average quarterly exchange rates for the Euro and Pound Sterling since the beginning of the 2021 fiscal year see table set forth in section entitled “Factors Affecting Comparability of Our Operating Results—Foreign Currency.”

During the 2023 fiscal year, as compared to the 2022 fiscal year, the U.S. dollar strengthened versus the Euro by 10.4% and strengthened versus the Pound Sterling by 11.7%, respectively, which on a net basis decreased revenues and expenses for the 2023 fiscal year. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact businesses would have resulted in a decrease or increase, as the case may be, to our combined revenues of $45.1 million and $46.0 million during the 2023 and 2022 fiscal years, respectively.

During the 2022 fiscal year, as compared to the 2021 fiscal year, the U.S. dollar strengthened versus the Euro by 0.3% and weakened versus the Pound Sterling by 4.6%, respectively, which on a net basis increased revenues and expenses for the 2023 fiscal year. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact businesses would have resulted in a decrease or increase, as the case may be, to our combined revenues of $46.0 million and $39.4 million during the 2022 and 2021 fiscal years, respectively.

The following is a summary of our outstanding derivative financial instruments as of March 31, 2023 that are relevant to the exposure to foreign currency risk:

• On September 27, 2022, the Company entered into a GBP-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in GBP and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of £250.0 million and a fixed rate of 9.338%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $269.2 million and a floating rate option equal to USD-LIBOR. The Company is not electing to apply hedge accounting and all gains (losses) are recognized through other expense (income), net.

• On September 27, 2022, the Company entered into a EUR-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in EUR and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of €400.0 million and a fixed rate of 6.46%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $385.4 million and a floating rate option equal to USD-LIBOR. The Company is not electing to apply hedge accounting and all gains (losses) are recognized through other expense (income), net.

Interest Rate Risk

Our outstanding long-term debt as of March 31, 2023, all of which is variable rate indebtedness, consists primarily of the following:

• First lien credit facilities that consist of term loans comprised of three tranches; the first denominated in U.S. Dollars an in an initial aggregate principal amount of $3,380.0 million, the second denominated in British Pounds Sterling in an initial aggregate principal amount of £300.0 million, and the third denominated in Euro in an initial aggregate principal amount of €1,200 million. The U.S. Dollar denominated term loan bears interest at a rate equal to the applicable SOFR rate (plus a credit spread adjustment of 0.10%) plus an applicable margin of 4.0% per annum with a minimum SOFR rate of 0.50%; the British Pounds Sterling denominated term loan bears interest at a rate equal to SONIA plus an applicable margin of 5.25% with a minimum SONIA rate of 0%; the Euro denominated term loan bears interest at a rate equal to Euribor plus an applicable margin of 4.0% with a minimum Euribor rate of 0%. We added an additional principal amount of $300 million to the first lien credit facility in

142

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

March 2022 connection with the Spireon Acquisition. Additionally, Solera has a revolving credit facility with total commitments of $500 million. Of this commitment, we are utilizing $408 million for outstanding loans with an average interest rate of 8.29%

• A second lien credit facility that consists of term loans denominated in U.S. Dollars in an initial aggregate principal amount of $2,500 million. The 2L term loans bear interest at a rate equal to the applicable SOFR rate (plus a credit spread adjustment of 0.10%) plus an applicable margin of 9.0% with a minimum SOFR rate of 1.0%.

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are exposed to interest rate risk from changes in variable interest rates applicable to certain borrowings under our Credit Facilities. As of March 31, 2023, we had $8.3 billion of indebtedness, all of which were subject to variable interest rates. A hypothetical 100 basis point increase or decrease in our interest rates would have resulted in a decrease or increase, as the case may be, to our consolidated interest expense of $82.1 million. Therefore, the current interest rate environment has resulted, and may continue to result in, increasing debt service obligations even if our amounts borrowed remain the same, and our net income and cash flows, including cash available for servicing our indebtedness, has, and may continue to, correspondingly decrease.

Our senior secured credit facilities were amended to reflect SOFR as the replacement for LIBOR for U.S. dollar loans.

143

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

BUSINESS

Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, “our”, “Solera” or “the Company” refer collectively to Solera Global Corp. on a consolidated basis. Historical financial information relating to the period ended, or as of March 31, 2022, does not reflect the financial performance of Omnitracs and Spireon prior to the dates of acquisition on June 4, 2021 and March 1, 2022, respectively.

Our Mission

To power the vehicle lifecycle management ecosystem through AI-led SaaS solutions.

Overview

We are the leading global provider of SaaS solutions to the vehicle lifecycle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through decades of solving mission-critical business challenges facing our approximately 280,000 customers that operate in more than 120 countries across six continents. We believe we are the premier platform in automotive vertical software. Our AI-powered software, proprietary datasets, and powerful innovation engine deliver intelligent solutions to our clients. We provide solutions through four comprehensive SaaS platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions. Our platforms help automate business-critical workflows related to claims processing, vehicle diagnostics and parts management, dealer management, and commercial fleet management.

The automotive industry, dating back over 150 years, is as large and complex as ever. Stakeholders in the ecosystem – including P&C insurers, repair facilities, original equipment manufacturers (OEMs), parts suppliers, dealerships, and fleet operators – face meaningful and persistent challenges that increasingly make it difficult to operate efficiently and profitably. These businesses historically relied on multiple disparate point solutions that were internally developed or provided by various vendors. The complexity and inefficiency of managing these systems while conducting day-to-day operations can adversely impact the profitability of our customers and result in a worse end user experience. As vehicles become more complex and digitized, the cost of repairs continues to rise and repair shops continue to be short of qualified technicians. Stakeholders desire simpler, more focused, and integrated end-to-end solutions.

Our central position within the vehicle ecosystem enables us to continuously evolve our software offering to address inefficiencies in the market. We have leveraged our expertise and significant resources to build integrated platform solutions that provide intelligence and support for our customers across the entire vehicle lifecycle. This includes everything from purchase to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation to resale. Our solutions streamline and digitize mission-critical processes, which we believe can help improve business outcomes, increase sales, and enhance the user experience for our customers’ clients and end users. This differentiation also helps us capture a greater share of economic value and grow our business around the world.

Customers across the vehicle ecosystem choose Solera to maximize data intelligence and productivity, to enhance end user experience and to realize financial efficiencies. For example, P&C insurers use our software to estimate vehicle damage, repair costs, and salvage value as well as to enable the processing of claims more accurately and efficiently. Dealerships use our platform for e-Titling, fixed operations, and our dealer management solutions to manage inventory, improve end user experience, optimize customer acquisition, and increase sales more efficiently. Repair facilities use our solutions to rapidly diagnose and repair mechanical problems, enabling meaningful improvements in capacity utilization and customer retention, which in turn can help improve profitability. Fleet operators leverage our products to access real-time data to track vehicles, improve driver safety, optimize routes for more efficient delivery and to maintain compliance.

144

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our AI, proprietary data, and analytics capabilities underpin all that we do for our customers. Our long operating history, large customer base and comprehensive platforms enable us to generate a vast amount of industry data to feed and refine our innovation engine and create what we believe is a substantial competitive moat for our business. We combine our technology capabilities with our deep understanding of the vehicle ecosystem to develop proprietary integrated platforms. These platforms enable us to deliver end-to-end solutions tailored to address the key challenges faced by P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. Our comprehensive solution comprises four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions.

● Vehicle Claims. AI-enabled claims management and processing solutions for automating traditionally manual workflows in P&C insurance claims, including vehicle identification, damage capture, repair estimation, and valuation.

● Vehicle Repair. A suite of digital applications providing OEM technical and diagnostic data, parts information, and experience-based repair solutions, combined with an advanced shop management system.

● Vehicle Solutions. Software and services to manage vehicle dealership operations, including acquiring, retaining and marketing to customers, managing inventory and service operations, and reselling used vehicles and parts.

● Fleet Solutions. A comprehensive suite of video safety and driver monitoring solutions, telematics and IoT solutions, routing and navigation tools, and transportation intelligence for drivers and fleet managers in the U.S.

Our business model is designed to encourage deep integration of our business critical software into our customers’ internal systems and is characterized by highly recurring and visible revenues. For our 2023 fiscal year, 90% of our total revenues were recurring. We believe our business model creates powerful network effects whereby growth in our customer base increases the scale and quality of our data sets, which in turn improves the quality of our innovation and analytics, fueling our ability to address our customers’ needs. Over our five decade history, we have built a data moat that enables us to provide the most effective and broadest set of solutions to our customers. Our business model is explicitly designed to integrate with the full range of customers operating in various points of a vehicle’s lifecycle.

Our strong customer relationships are a key driver of our success. We believe these relationships are a result of our ability to develop innovative solutions that incorporate our deep domain expertise into products that serve mission-critical functions in our customers’ day-to-day operations. We have deep, long standing relationships with leading industry players. As of November 2023, we had approximately 280,000 customers in more than 120 countries across six continents, including leading P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. This includes the top 20 global primary property and casualty insurance carriers served by our Vehicle Claims platform, over 130,000 repair shops served by our Vehicle Repair platform, 9 of the top 10 U.S. dealership groups served by our Vehicle Solutions platform, and 5 of the 10 largest consumer goods companies served by our Fleet Solutions platform. Our average tenure with our top 50 largest customers by revenue is more than 15 years, with our long-standing partners having been with us for over 20 years.

Our success in building our customer base globally and expanding relationships with our existing customers has allowed us to achieve significant scale and operating profits. In our 2024 fiscal year, we generated revenue of $    billion, operating income of $    million, operating cash flow of $    million, a net loss of $    million, Adjusted EBITDA of $    million and Free Cash Flow of $    million. In our 2023 fiscal year, we generated revenue of $2.4 billion, operating income of $357.7 million, operating cash flow of $160.3 million, a net loss of $380.6 million, Adjusted EBITDA of $932.2 million and Free Cash Flow of $25.3 million. In our 2022 fiscal year, we generated revenue of $2.2 billion, operating income of $226.9 million, operating cash flow of $208.2 million, a net loss of $277.8 million, Adjusted EBITDA of $951.5 million and Free Cash Flow of $94.7 million. For additional information regarding our segment revenues and non-GAAP financial

145

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

measures, including a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items to the most closely comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures.”

Industry Background

The vehicle ecosystem is large, complex, and critical to the global economy. According to the Alliance for Automotive Innovation, this industry drives more than $1 trillion into the U.S. economy each year, representing 4.9% of GDP. We define the vehicle ecosystem as stakeholders that touch the vehicle during its lifecycle. This includes various businesses such as OEMs, dealerships, P&C insurers, mechanical repair facilities, parts suppliers, collision repair shops, and fleet operators. These businesses face complicated challenges that make it difficult to operate efficiently. We believe the industry needs more comprehensive solutions to digitize workflows and optimize business outcomes.

Challenges faced by industry players include:

Growing demand for vehicle maintenance due to the increasing age of vehicles in operation, rising frequency of auto accidents and increasing complexity of automobiles. In May 2023, S&P Global reported that the average age of vehicles in operation increased to 12.5 years and estimated that the vehicles in the six-to fourteen-year-old range will grow by 10 million units by 2028. Vehicles older than six years will account for 74% of the vehicles in operation by 2028. Higher interest rates have led to higher financing costs for new vehicles, making it more likely that consumers extend the life of their existing vehicles. Additionally, distracted driving and accidents have resulted in higher levels of property damage, medical costs, collision-related legal expenses and repairs. The growing complexity of vehicles and in-car technology is contributing to an increase in distracted driving incidents. Vehicles are more challenging to build, assess, and repair due to new technologies, such as advanced driver assistance systems and autonomous driving, as well as electrification and high-tech sensors.

Heightened demand for efficiency and safety in the transportation and distribution industries. With the continued rapid growth of e-commerce, fleet managers are under pressure to minimize shipping costs and reduce delivery times, while adhering to the International Fuel Tax Agreement and Federal Motor Carrier Safety Administration (“FMCSA”) regulations, and prioritizing driver safety. Our integrated fleet management and video safety solutions help fleet managers meet these legislative and operational mandates by mitigating risky driving behavior through real-time monitoring, route optimization and compliance-related reporting automation.

Lack of digitization to date across the vehicle ecosystem. Lagging digitization has led to time consuming processes and fragmented solutions. This has created significant demand for a comprehensive set of digital solutions to manage customer journeys more effectively. As consumers increasingly expect seamless experiences, and insurers, dealerships, repair shops and fleet operators expect focused management tools, there exists a compelling opportunity for the industry to accelerate digital transformation and connect previously disparate solutions.

Technological changes are expediting the automation of the vehicle ecosystem and creating opportunities for Solera to provide prescient solutions for industry players, such as:

Widespread and rapid adoption of digital tools. The adoption of digital tools has increased significantly across the vehicle ecosystem in recent years. According to J.D. Power, 84% of automotive insurance customers who filed claims have used digital tools at some point during their claims process, and customer satisfaction is highest among companies that use digital tools. Digitalizing insurance claims processing can result in significant cost savings, improved repair cycle time, and increased agility for insurers. The cost of digitized claims processing software and services generally represents a small portion of automobile insurance companies’ claims costs.

146

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Proliferation of mobile devices and advancements in mobile technology. The widespread use of mobile devices, coupled with continuous advancements in mobile technology, has been a critical driver of industry innovation to date. Continual improvement in device capabilities, including higher megapixel cameras and increased computing power, has enabled the fundamental technology and self-service model that we offer to customers today.

Advancements in AI. AI has become more accurate, while advancements in edge and cloud computing capabilities have made AI faster and more scalable. Meanwhile, cameras and other sensor technology have experienced rapid innovation, facilitating higher quality data capture at a lower cost. Today’s AI can quickly interpret and process large quantities of images and sensor data and use that information to automate workflows. For example, claims consumers historically have gone through intensive processes in response to auto accidents, whereas today consumers can automate much of the claims process through their mobile device.

Development of cloud-native applications. The development of cloud-native applications has made software more scalable, empowering businesses that deploy cloud-native applications to dynamically adjust resources in response to demand without incurring substantial fixed costs. Cloud-native applications allow new solutions to be readily deployed, tested, and scaled according to the evolving needs of businesses and consumers, while facing fewer constraints associated with traditional infrastructure.

Given our role at the center of this ecosystem, we believe we are uniquely positioned to take advantage of these trends. Disparate point solutions do not have the scale, breadth and depth of data to build a compelling end-to-end platform to meet customer needs and expectations in our rapidly evolving industry.

Our Global Market Opportunity

We provide end-to-end SaaS solutions to the vehicle ecosystem. Together, our end markets represent a large, underpenetrated total addressable market estimated at $85 billion as of 2021. This reflects the total addressable market of each of our platforms, including Vehicle Claims of $10 billion, Vehicle Repair of $1 billion, Vehicle Solutions of $20 billion, and Fleet Solutions of $54 billion, according to Frost & Sullivan, 2021.

Our Differentiated Approach

Our approach to expanding our market leadership and driving further adoption of our platform is underpinned by the following guiding principles:

• AI-Enabled Solutions. Our technology platform and data are at the core of everything we do. Our solutions use the latest in AI- and cloud-based technologies to improve accuracy of outcomes, increase automation, and reduce friction. Using advanced data engineering and robotic process automation, we have built AI-enabled technologies to collect data across hundreds of sources and transform the data into reusable assets. We use these data assets to create cutting edge innovations and solutions and also to develop advanced predictive analytics.

• Automotive Industry Data Leadership. We have accumulated and developed proprietary data over the past five decades creating what we believe is a leading independent market benchmark for vehicle lifecycle and fleet management solutions around the world. Our position at the center of the vehicle ecosystem provides us with a distinct perspective given our data assets. We have unique visibility across the multitude of touchpoints that occur during the lifecycle of a vehicle, which enables us to provide more intelligent insights. Our solutions have created and utilize over five petabytes of vehicle and fleet data. Our data set includes: tens of millions of vehicle identification validations; repair and estimation data covering 96% and 99% of total vehicles in operation in North America and the European Union, respectively; data from over 250 million repair claims; over 50 million monitored routes; and over 25 billion recorded driver miles annually.

147

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• Global Scale. We operate one of the largest and most comprehensive vertical software platforms through our presence in more than 120 countries globally. Our global scale offers many advantages, including optimization of cost across production, delivery and distribution. We serve a variety of customers across sizes with varying price elasticity, as well as geographic markets, including emerging markets, with lower technology penetration.

• End-to-End Solutions. Our comprehensive SaaS platforms consist of leading solutions that are designed to meet the full range of our customers’ needs. Our platforms digitize mission-critical end-to-end workflows, and have the potential to provide enduring competitive advantages and create greater value for our customers. Our platforms are designed to seamlessly integrate with other solutions and parties within the vehicle ecosystem, enabling fluent transaction processes.

Our Comprehensive SaaS Platforms

The Solera SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. Our solutions are deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes providing up-to-date information from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, valuation, to resale.

148

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our technology and our data sets underpin all of our platforms. We leverage advanced AI, computer vision, and data science across these platforms to improve the accuracy of outcomes, automate workflows, and enable data-driven decision-making. Our long operating history, large diverse customer base and end-to-end platforms enable us to generate a vast amount of industry data to feed our analytics engine and continually increase the value of our platforms. Select examples of our deep and broad data set include, but are not limited to:

• With 40 years of general data experience collected, our database covers over 99% of total registered vehicles in developed markets, as of October 2023. Since 2000, we have accumulated data on nearly 1.4 billion vehicles globally, positioning us as the go-to provider of comprehensive data for insurance carriers;

• With 25 years of technical repair data experience collected, we have amassed comprehensive technical repair information covering over 130,000 repair shops, and we have processed over 350 million online repair claims globally and over 40 million manufacturer vehicle identification validations annually, positioning us as the trusted source of information for repair shops and parts suppliers;

• With 20 years of vehicle solutions data experience collected, we cover driver violation reporting on over 86 million drivers and we facilitate over 212 million communications between vehicle owners and dealerships annually; and

• With over 10 years of automotive fleet data collected, we monitor over 50 million fleet routes on an annual basis and over 25 billion driver miles with customizable trackers and sensors.

Vehicle Claims

Our Vehicle Claims platform provides fully automated, touchless claims management for the entire vehicle claims management process in the P&C insurance marketplace. Additionally, we also offer solutions for efficient processing of property claims. Our software enables our customers to automate claims processing and helps them lower administrative expenses, reduce repair costs, and improve policy holders’ experience.

Key functions of the vehicle claims platform include capturing first notice of loss, leveraging AI to capture accident-related damage, exchanging claims-related information, creating quick and accurate estimates using our proprietary AI-enabled technology, assessing repair requirements, scheduling repairs, automating vehicle parts orders, and enabling settlement and salvage disposition through a secure electronic auction network. This auction network conducted over one million transactions in 2023 and is a leading platform in Europe for the resale of damaged and used vehicles.

149

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

For property claims, we utilize what we believe is one of the industry’s largest databases of verified repair costs to deliver accurate cost estimates across all types of structural property claims. Our system enables insurance carriers to direct claims to their network of repairers based on agreed prices, conduct invoice audits, and automatically trigger payments, providing enhanced transparency and efficiency in the claims process.

Vehicle Repair

Our Vehicle Repair platform provides solutions for the service, maintenance and repair industry by empowering automotive repair professionals to diagnose and repair vehicles efficiently and profitably by lowering repair cycles and improving quality. The platform contains integrated assets that combine OEM technical and diagnostic data, parts information, master technician provided intelligence, and salvage management capabilities. This includes over 10.5 million annual service inspections, 358 million parts repaired or replaced each year, and 145 million green parts available.

Repair and Diagnostics

With proprietary data covering real world vehicle issues, we believe that our solutions deliver the most reliable information for experiential-based vehicle service and repair in the world and represent the industry standard. We are also a leading global source of OEM diagnostic and technical data and information for the vehicle service, maintenance and repair industry.

We provide a repair hotline that connects professional automotive technicians across North America live with ASE-certified master mechanics who provide diagnostic services and repair guidance. We supplement hotline data with OEM-authored information and factory manual content, providing a comprehensive solution for vehicle problems of any type.

Vehicle Parts Procurement

Our solutions automate the entire parts procurement process, eliminating redundant or manual tasks for insurers, shops, parts suppliers, and other stakeholders. We provide a web-based solution for sourcing, pricing and purchasing vehicle parts from the optimal source, which covers OEM, second life, aftermarket and surplus parts.

Vehicle Solutions

Our Vehicle Solutions platform digitally enables customer acquisition and retention, vehicle valuation, driver event monitoring and risk management for auto manufacturers, dealerships, commercial fleets, and insurance carriers. These industry-leading solutions address consumer-facing touchpoints and transactions in the vehicle lifecycle. As of November 2023, our Vehicle Solutions platform facilitated approximately 212 million annual vehicle owner communications.

Dealer Marketing and Customer Relationship Management

We offer on-demand omni-channel dealer marketing and customer relationship management solutions enabling dealerships to manage sales and marketing, inventory, payments, and other back-end systems. Our solutions enable highly automated digital marketing across social media, display, and search. Our solutions also streamline dealership workflows, including customer check-ins, vehicle inspections, mobile text approvals and payments, vehicle registration and titling, and pick-up and delivery.

150

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Dealership Workflow Management Tools

We provide leading dealership management and inventory and lot management systems for dealerships to seamlessly conduct their day-to-day transactions. Our management system includes built-in accounting, sales, parts and service management software. Our inventory management tool enables dealerships to prioritize, price, and conduct market analysis on their inventory. We also offer solutions to help dealers and their customers manage and secure their inventory through our LoJack solution, which allows dealers to more efficiently audit inventory and recover stolen vehicles.

Vehicle Valuation

We provide integrated solutions for asset identification, valuation, and cost of ownership management for dealers. We also offer extensive databases for the identification of new and used vehicles. We deliver accurate valuation of vehicles, which on average take less than two minutes from open to close, based on sales data by country, indexed by manufacturer, model, and derivative. We also provide total cost of ownership analysis by providing a complete understanding of a vehicle’s overall cost based on service, maintenance and repair costs, as well as depreciation data.

Driver Event Monitoring and Risk Management

Our solutions enable insurance carriers, fleet operators, and governments to identify, quantify, and remediate driving risks. We believe that we provide the most comprehensive violation monitoring coverage in the U.S. As of November 2023, our risk management solutions monitored over 86 million drivers per month, over 2 million fleet drivers per day and over 31 million households per month. Our risk management products also processed over 500 million transactions per month in 2023.

Digital Identity Creation and Management

Our Digital Identity solutions enable users to create, authenticate, and utilize online digital identities, enabling individuals to conduct communications with businesses and governments in a secure and high-assurance environment. Users can sign contracts, letters and other documents with an electronic signature that is safe and legally binding. Dealerships and repair shop managers rely on our Digidentity solutions to verify identities of their technicians.

Fleet Solutions

Our Fleet Solutions platform provides AI-powered solutions for the trucking industry. It provides users with real-time data analytics, route-optimization, integrated solutions, telematics, compliance, and safety solutions. Our fleet solutions are powered by data, and our platform analyzed 25 billion recorded miles annually.

Telematics (Fleet Management)

Our solution offers detailed data on vehicle health, driver performance, fuel consumption, and end-to-end, real-time location tracking and monitoring. We provide predictive analytics to proactively manage fleet performance which helps minimize downtime and maximize fleet utilization.

Route Optimization

Our solution leverages mathematical algorithms and AI to create optimal vehicle routing. This technology leverages real-time data on traffic, weather conditions, road restrictions, delivery windows, and vehicle capacity to generate the most efficient routes for fleet operators and adjust routes in response to unexpected changes in conditions. These efficiencies can help improve on-time delivery, optimize fleet utilization, and reduce fuel consumption.

151

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Compliance

Our compliance solution enables fleet operators to meet on-going and evolving regulatory requirements. Compliance stipulations require operators to monitor and report on driver hours of service, vehicle maintenance schedules, and to provide related documentation. Our solution also facilitates record-keeping, audits and inspections for operators to meet their compliance needs.

Video-Based Safety

Video-based safety is an AI-driven solution designed to monitor and enhance safety practices for fleet operators. It utilizes edge-computing enabled devices to analyze driver behavior and identify unsafe situations. It can generate alerts triggered by actions such as distracted driving, harsh braking, or unsafe lane departures, providing real-time feedback to drivers and fleet managers. We work with fleet operators to design and implement comprehensive safety programs, leveraging the advanced data and analytics capabilities of our solutions.

Analytics and Reporting

Our analytics and reporting solution captures and analyzes proprietary data from a variety of point solutions within our fleet platform. This data, combined with our advanced data analytics capabilities, enables our customers to derive insights about their business. Data that is available through this solution includes fleet utilization rates, driver-centric data, fuel consumption, route efficiency data, and overall fleet performance evaluation. In addition to a comprehensive view into customers’ fleet operations, it utilizes predictive analytics to help fleet operators make forward-looking decisions based on trends in historical data.

Our Attractive Business Model

Our software is mission-critical with deep integration into our customers’ internal systems and operating workflows. This results in highly recurring revenues. For our 2023 fiscal year, 90% of our total revenues were recurring. Our business benefits from powerful network effects, allowing our customer relationships and our customer base to grow, along with our data assets. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights and analytics. We believe this, in turn, leads to accelerated product development. We also believe we have one of the most comprehensive suites of solutions to address the vehicle lifecycle, we provide a holistic offering. We believe these network effects enable us to expand our customer base and improve our customer retention.

Our unique go-to-market approach enables us to reach a broad set of customers, ranging from global insurers to small, independent operators. We reach customers through a combination of (i) our local in-country field sales, who are focused on enterprise customers and account management, (ii) our inside sales teams, who focus on small customers, and (iii) our sales operations teams, who help us achieve an effective performance management system. We also acquire customers indirectly by partnering with strategic channel partners and other third parties to penetrate new markets efficiently.

Benefits of Our Solutions

We empower our customers to succeed in the digital age by providing them with integrated end-to-end platforms that help improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. Our comprehensive SaaS platforms provide the following benefits to our customers:

Optimized Workflows. Given the complexity of the vehicle lifecycle, many of our customers spend significant time managing disparate activities and systems in their day-to-day operations. Our integrated SaaS platforms provide our customers with a seamless workflow experience, significantly streamlining their operations and allowing them to spend more time serving their customers, driving sales, and growing their businesses.

152

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Increased profitability. Our solutions offer significant operational efficiencies for our customers, reducing both processing time and operational costs, which help to drive improved profit margins. For example, based on customer feedback, certain insurers using our Vehicle Claims solutions have experienced a nearly 20% reduction in repair cycle time and approximately 5% reduction in processing costs.

Enhanced customer experience. Embedded in our integrated suite of solutions is a comprehensive customer relationship management platform that manages sales and marketing and promotes proactive customer engagement. As an example, our omni-channel dealer marketing and customer relationship management solution enables dealerships to conduct periodic check-ins and effectively communicate with their customers, which promotes customer satisfaction and can drive higher sales.

Increased business performance through intelligent and actionable insights. With the help of our platforms, our customers gain access to actionable intelligence and predictive analytics driven by what we believe to be the world’s largest collection of data across the vehicle lifecycle. For example, the Data Analytics solution in our Vehicle Claims platform transforms decades of raw industry data into powerful insights, which our customers can use to deepen relationships with their clients and help drive increased loyalty and higher sales.

Risk Mitigation. Our SaaS platforms enable our customers to operate more safely. Our Vehicle Claims and Vehicle Repair platforms help customers navigate the immediate aftermath of a vehicle collision and the subsequent repair of the involved vehicles. We help actuate safe repairs in line with OEM, regulatory, and industry best practices. Our Fleet Solutions platform helps fleet operators systematically reduce risky driving behavior and prevent collisions.

Why We Win

Solera’s differentiation is rooted in our integrated platforms, deep and global relationships, proprietary vehicle data, and AI leadership, which allow us to win.

Integrated end-to-end platforms: Our comprehensive SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered platforms that can be deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes everything from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation, to resale. Our platforms offer tailored solutions at each stage of the vehicle lifecycle, in turn providing our customers with access to a holistic solution for their unique needs. The added ability to integrate our platforms with other solutions and parties within our industry enables fluent transaction processes.

Trusted relationships: Our customers view us as a trusted partner. With deep roots in our industry and trusted brands for over five decades, our thought leadership and continued innovation have earned us the confidence of our global customer base and strategic partners. This is evidenced by our relationships with key stakeholders—the top 20 global primary property and casualty insurance carriers in our Vehicle Claims business, over 130,000 repair shops in our Vehicle Repair business, 9 of the top 10 U.S. dealership groups in our Vehicle Solutions business, and the fleets of 5 of the 10 largest consumer goods companies in our Fleet Solutions business. We believe the strength of our global infrastructure and the compliance that underpin our solutions are core differentiators that drive customer trust.

Global scale and reach. Globally, we are a leading provider of AI-powered claims management and a leading provider of vehicle repair solutions. We serve customers in over 120 countries across six continents. In North America, we are one of the largest providers of automotive dealer management and marketing solutions and one of the largest providers of video safety software solutions for commercial fleet operators. We believe our

153

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

leadership position enables us to further expand in existing markets and provides significant advantages to launch new products at global scale. As we add new solutions to our comprehensive offering, the incremental costs of tailoring our solution to each new geography is low given our highly scalable technology, significant operating efficiencies, and first-hand knowledge of our customers’ needs at a local market level.

Platform breadth. Our business model is highly diversified by geographic market, by customer type, and by solutions and services offered. We have approximately 280,000 customers across more than 20 products across North America, Europe, South America, Asia, Australia and Africa as of November 2023. Our customers include P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators, with no single customer representing more than 3% of our total revenue for our 2023 fiscal year. We can serve customers operating across multiple geographies with an integrated solution that enables them to access our platforms for claims, repair, valuation, customer engagement, and more. We believe the breadth of our offerings enables us to further penetrate our existing customer base, acquire new customers, capture a greater share of economic value, and grow our business aggressively around the world.

Vast data footprint with deep AI capabilities. We are differentiated by the breadth of our proprietary and continuously growing data sets and our application of AI across our products and services. We have decades of experience transforming industry data across billions of transactions into actionable intelligence.

Our proprietary data span customer acquisition and retention; vehicle and property claims; total loss; driver underwriting and monitoring; vehicle validation and valuation; repair estimation; service and maintenance; OEMs, aftermarket and salvage parts; and additional vehicle, driver and fleet related processes and information. Our deep data asset enables us to implement robust AI applications into our solutions. We have invested considerable resources and time to develop our data capabilities and adapt these capabilities for use in local markets around the world, which we believe represent significant barriers to entry to competitors.

Powerful Connectivity of Solutions. We benefit from network effects that compound as we expand our business globally. As our customers recognize the key benefits of our solutions, we believe they will choose to use our platforms for multiple solutions and more frequently collaborate with us as a strategic partner. Our data asset insights continue to improve as our relationships and customer base grow. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights. Through the application of AI, we accelerate new product development.

We believe these network effects enable us to identify unique customer pain points across the vehicle lifecycle and accelerate the testing and rollout of new products to market, thereby increasing both the number of customers and our customer retention.

Our Growth Strategies

We intend to further strengthen our position as a leading provider of technology solutions for vehicle management needs globally. We believe our leading position today enables us to continue capturing market share and growth within our core markets. Furthermore, we believe we are well-positioned to capture growth from greenfield opportunities. Key focus areas of our growth strategy include:

Continuously developing innovative solutions. We believe our combination of efficient product development, extensive and ever-growing data assets, and a culture of innovation position us to introduce new solutions and refine existing solutions. We aim to extend our market leadership by continuously bringing new products to market. For example, our AI-enabled flagship solution Qapter enables fully-automated processing of automotive claims and builds on our existing strength within the vehicle claims market. We deployed Qapter to 42 countries in less than 12 months, and it is currently deployed in 53 countries.

154

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Expanding sales within our existing customer base. We have a proven track record of providing greater value to our existing customers, thereby expanding the scope and depth of our relationships. We believe that as our customers look to further digitize their operational workflows, they leverage additional solutions available on our platforms.

We continue to focus on growing revenue by (i) upselling existing products and (ii) introducing new products to existing customers. For example, between 2014 and 2023, we grew revenue from operations in Australia by approximately 8.7 times. During the same period, we expanded our product offerings in Australia from solely claims estimation to parts, vehicle repair and property claims product offerings.

Winning new customers. As a result of our global reach and the breadth and depth of our SaaS offerings, we have expanded our customer base to over 280,000 as of November 2023. We believe there is substantial opportunity to continue to expand our customer base. We plan to continually invest in our sales and marketing to promote brand awareness, introduce new innovations, and leverage the strength of our established platforms to acquire new customers.

Expanding to new markets. We have a proven ability to expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our global footprint currently extends to over 120 countries and we intend to grow each of our markets, expanding into new geographies and adjacencies with our comprehensive product portfolio. As discussed above, it took us less than 12 months to deploy our innovative AI-enabled flagship Qapter solution in 42 countries, a testament to our ability to efficiently scale new solutions. Our large geographic footprint also allows us to test new solutions in specific markets before launching on a larger scale. We integrated our video-based AutoData Training solution as an add-on to our AutoData product in Australia and New Zealand, where it garnered nearly 99% adoption by existing AutoData customers since September 2022. As a result, we subsequently rolled out this add-on in key European markets, where it achieved 64% adoption within 8 months.

Opportunistically pursuing strategic and synergistic acquisitions. With over 50 completed acquisitions and over $8 billion of capital deployed on acquisitions since 2006, we have a long and successful track record of acquiring businesses to drive expansion and bolster our technology and solution set. Given the fragmented nature of our industry and ongoing need for innovation, we believe that we are the natural acquirer of choice across highly fragmented markets and are well-positioned to execute upon our deep pipeline of potential targets to capture additional growth and market share globally.

Our Customers

Our business model is explicitly designed and engineered to integrate with diverse and unique customers in the automotive industry. This is a point of differentiation for us as we can serve customers regardless of size, profile, or geographic market.

As of November 2023, we had approximately 280,000 customers in more than 120 countries across six continents, including P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. For our 2023 fiscal year, our top five largest customers by revenue accounted for approximately 3%, 2%, 2%, 1% and 1%, respectively, of our total revenue. A few highlights of our global customer base include:

• Over 1,000 insurance company customers, including the top 20 global primary property and casualty insurance carriers, as of November 2023;

• Over 200 OEMs globally, as of November 2023;

• Over 330,000 vehicle technicians, as of November 2023;

• Over 25,000 dealership locations through our suite of dealer focused solutions, including nine of the top ten dealership groups in the U.S., as of September 2023; and

155

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• Over 200 unique consumer goods customers, including 5 of the top 10 largest consumer goods companies, as of November 2023.

Our average tenure with our top 50 largest customers by revenue is more than 15 years, and with our top 10 largest customers by revenue is more than 20 years. This includes some customer relationships that are multiple decades long.

Our Solutions

Our global SaaS solutions are designed to help our customers digitize their businesses and create maximum efficiency from unified workflows. These include:

Vehicle Claims
Solution	Description
Claims Management	•  AI-enabled claims management solution that automates the full claims lifecycle using customer-specific rules logic •  Provides a “one-stop shop” solution for over 1,000 insurers
Total Loss Valuation	•  Real-time valuation solution for vehicles sold in the U.S. and Canada •  Completes 95% of valuations same-day and produces settlement fee reports for all 50 states
Vehicle History	•  Vehicle history solution that aggregates vehicle incident and repair data from multiple sources into a single API endpoint based on a unique VIN •  Provides detailed history for more than 99% of UK vehicles in operation

156

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Solution	Description
Data Analytics	•  Global suite of subscription services utilizing our industry expertise, core solution, and exclusive and consistent data assets •  Facilitates powerful data analytics for insurance companies, manufacturers, and leasing and fleet companies
Property Claims	•  End-to-end property claims management solution that combines dispatch, cost estimation, settlement, repair management, and pricing compliance/cost auditing •  Enable carriers, assessors, repairers, brokers, claimants to collaborate on the full lifecycle of a property claim and reduce claims expenses

Vehicle Repair
Solution	Description
Technical Repair and Diagnostics	•  Proprietary web-and API-based data solution, tech-enabled hotline service, and experience-based and OEM-sourced repair content •  Allows automotive technicians to diagnose even the most complex issues faster across more than 100 countries •  Our new video-based training solution has nearly 99% adoption in Australia and is currently being rolled out across key European markets
Global Parts Sourcing	•  Dedicated real-time end-to-end parts ordering and procurement solution with a strong installed base •  Provides parts buyers with access to multiple supplier channels, including for OEM and aftermarket alternative parts
Technician Community and Targeted Marketing Platform	•  Online community of over 80,000 technician members •  Enables members to diagnose and fix complex vehicle issues, as well as provide and receive insights on industry trends and job searches •  Sponsors can advertise their products and offer exclusive promotions to the community

157

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Vehicle Solutions
Solution	Description
Vehicle Valuation and Identification	•  Integrated solution that empowers retail users and fleet managers to accurately identify vehicles by vehicle identification number, vehicle registration mark, or dynamic search •  Creates real-time valuations, producing over 110 million valuations per year •  Leverages historical data to complete over 24 million vehicle history checks per year •  Facilitates total cost of ownership calculations and manages risk with a range of asset checking services
Underwriting and Driver Monitoring	•  Solution monitors more than 86 million policy drivers per month •  Utilizes comprehensive, proprietary driver risk databases to help insurance carriers, commercial fleets, and governments identify, quantify, and remediate driving risks in their businesses •  Improves underwriting returns on risky drivers •  Reduces state motor vehicle record expenses by eliminating the need of an insurer to purchase motor vehicle records on drivers with no violations
Dealership Marketing Solutions	•  Automated omni-channel retention marketing solution for dealers, backed by 25 years of experience, that anticipates the needs of motorists based on predictive analytics •  Distributes more than 212 million communications annually across email, mail, and social media
Dealership ERP Software Solutions	•  Robust dealer management system and customer relationship management solution with add-on software capabilities within inventory, digital, and other channels •  Provides over 25,000 dealerships and over 950,000 total users with a highly modular and connected full-suite of software solutions powered by data-driven analysis and AI and machine learning technology

158

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Solution	Description
Lot Management and Consumer Connected Car	•  Dealer lot management and connected-car solution for single and multi-location franchise dealer group •  Leverages data to help dealers improve operational efficiency, grow profitability, and increase the lifetime value of their customers •  LoJack solution helps dealers manage their inventory, streamline inventory audits, recover stolen vehicles, and offer a leading car protection technology to its customers
Dealer Finance Tracking Recovery	•  Dealer finance vehicle tracking and recovery solution •  Enables used car dealers and lenders to grow their businesses and help reduce loan defaults, manage risk and facilitate asset recovery

Fleet Solutions
Solution	Description
Fleet Management	•  Consolidated video safety, telematics, and routing solution that processes nearly 400 million daily data transactions •  Empowers management of all fleet needs, such as compliance, productivity, routing, safety and data/analytics
Risk Management	•  Smartphone-based driver safety solution that uses telematics to gauge operator behavior in real time •  Generates risk scores to benchmark drivers against peers, and offers online and intuitive safe-driving programs
Service, Maintenance, and Repair Lifecycle Support	•  Holistic digital product suite that facilitates the identification of service, maintenance and repair jobs at the vehicle level to enable invoicing and parts ordering for the workshop •  Powers significant efficiency and upsell opportunities for the OEM service organization
Asset Management	•  Leverages proprietary IoT devices, intuitive software and unique OEM partnerships to provide a customized and integrated asset tracking solution •  Designed to serve small, medium and large enterprises

159

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Our Technology

Technology leadership is the cornerstone of our growth strategy. We have an industry-leading team of over 7,500 professionals located in over 45 countries, including approximately 1,700 professionals across three international data development centers located in India, Mexico and Spain.

Our investment in technology is used to build upon our industry leading AI and ML technologies, and ability to attract and retain leading technology talent. For example, we have approximately 2,000 engineering professionals dedicated to developing and enhancing our big data and AI capabilities.

Highlights of our technology platforms include:

Modern infrastructure. Leveraging a modern, hybrid-cloud infrastructure operating on more than 100,000 cores and 30 petabytes of flash-based storage, our back-end infrastructure is reliable and scales in a cost-efficient manner. Our implementation methodology enables us to aggregate, transform, and analyze our rich data landscape globally and innovate at a higher velocity. Our data center design principles include a fully resilient spine and leaf network design. We use a three-tiered storage architecture to maximize throughput and multi-provider low-latency blended internet service to guarantee performance and we secure all this data using industry leading tools. From continuous external monitoring to a perimeter secured with self-learning autonomous appliances and intelligent host-based agents, we have invested heavily to ensure the security and reliability of our solutions. Our long-term customer relationships are able to help our data sets grow more valuable over time.

Using AI and ML, we can gain deeper insights and accelerate new product development, helping us deliver better service. It’s a continuous cycle that we believe allows us to solve the issues our customers are facing today, while helping us to anticipate and proactively address the challenges they’re likely to face tomorrow.

Data engineering. With over 1.4 billion vehicles in operation generating over 25 billion database transactions and customer interactions with our software each day, we have built what we believe to be the world’s largest collection of vehicle lifecycle and fleet management data. This data includes transaction level detail of various touch points within the vehicle lifecycle. We collect information such as sale and purchase of used and new vehicles, repair estimates associated with vehicle claims, OEM and aftermarket parts, mechanical repair diagnostic methods, route planning, route execution, and driver behavior. We have developed proprietary techniques and processes to convert raw data from a variety of sources into usable intelligent data pools. We leverage a wide variety of methods ranging from deploying trained data engineers to the use of robotic process automation.

Application of advanced technology. We couple our proprietary datasets with advanced AI and ML technologies to create our SaaS-based solutions. Our modern infrastructure and software architecture allow us to implement these solutions globally in an efficient manner, reducing cost and deployment time.

Data privacy standards. We strive to store and process data in accordance with applicable regulations, while striving to maintain physical, electronic, and procedural safeguards. We seek to employ a state-of-the-art multi-layered data security model designed to guard against unauthorized access to systems including toolsets deployed externally, at the perimeter and internally. We also seek to enforce physical access controls to our buildings, and we authorize access to personal information only for those employees or agents who require it to fulfill the responsibilities of their jobs.

Sales, Marketing, and Customer Support

Our direct go-to-market strategy is driven by a proven three-pronged approach: (i) field sales; (ii) inside sales; and (iii) sales operations. In addition, we partner with our customers to provide implementation services and customer support throughout the customer journey. We also leverage strategic channel partners and other third-party relationships globally to penetrate new markets quickly and efficiently.

160

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We believe our domain expertise combined with our ability to understand the nuanced pain points of our customers is a strategic advantage and critical to our sales success.

Field Sales. Our local, in-country field sales teams focus on local enterprise customers and account management by leveraging their long-standing customer relationships and knowledge of local dynamics. Our field sales teams cultivate customer relationships by typically pursuing a “land-and-expand” strategy. Once our customers experience the depth of our integrated end-to-end platforms, our field sales teams are positioned to successfully cross-sell and up-sell other solutions, creating a large avenue of revenue generation with minimal incremental acquisition cost. For example, in our Fleet Solutions segment, we may offer a basic compliance solution as the starting point of our partnership and gradually expand the solution set to include routing, video safety, and other modules within our Fleet Solutions platform.

Inside Sales. Our inside sales teams focus on acquiring and maintaining small- and medium-sized customers. This team operates across segments and geographies (U.S., Canada, Mexico, Europe, South America, and the Asia-Pacific region) and is located in centers of excellence in U.S., Mexico, Spain and the U.K.

Sales Operations. Our sales operations team manages our broader pipeline of new opportunities, leveraging standardized CRM tools and internally developed benchmarking metrics to maximize salesforce productivity. Our pipeline of opportunities primarily come through inbound digital channels including our website, content marketing efforts, lead generation and account-based marketing tactics, virtual events, and industry trade shows and associations.

We believe that providing high quality customer support and implementation services is critical to our success. As of December 31, 2023, we had approximately 1,900 customer support and implementation services personnel, who provide telephone support, as well as on- and off-site implementation and training. Our customer support and implementation staff generally consists of individuals with expertise in both our software and services and in the industries we serve.

Competition

The markets for our vehicle lifecycle data software and services are highly competitive. We compete primarily on our global scale, the value and functionality of our software and services, the integrity and breadth of our data, the quality of our customer service, our brand, and price. We believe we compete favorably on these factors.

In the U.S., our principal insurance claims competitors are CCC Intelligent Solutions Holdings Inc. and Mitchell International. In Europe, our principal competitors are Autovista Limited (formerly known as EurotaxGlass’s Group), DAT, and GT Motive Einsa Group. The principal competitors of our service, maintenance and repair solutions are ALLDATA, LLC. and Mitchell 1 International. The principal competitors of our fleet businesses are Trimble, Inc., Verizon Connect Fleet USA LLC, Samsara, Inc., Motive Technologies, Inc. (formerly Keep Truckin, Inc.), Geotab, Inc., Lytx, Inc., and Platform Science, Inc. The principal competitors of our dealership businesses are The Reynolds & Reynolds Company, CDK Global Inc. and Cox Automotive, Inc. We also encounter regional or country-specific competition in the markets for automobile insurance claims processing software and services and our other products and services. For example, Experian is our principal competitor in the U.K. in the vehicle validation market and ChoicePoint is our principal competitor in the U.S. in the automobile re-underwriting solutions market.

Our People and Culture

We believe that our leadership in technology and innovation is driven by our commitment to invest in and develop our talent. Managing our relationships with employees, suppliers, customers and communities with intent and accountability is critically important to our business. At Solera, six core values guide our decisions:

• Inclusive and Winning—We commit to incorporating the best solutions and ideas from diverse backgrounds to ensure we are positioning our stakeholders to win.

161

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• Customer Centricity—We focus on solving our customers’ toughest business problems and partnering with them to shape the future.

• Operational Excellence—We drive operational excellence through continuous development, analytical reasoning, and a methodical approach, creating repeatable processes to push the efficiency frontier.

• Maximize Value—We strive to ensure that every action maximizes value for our key constituents, ensuring we are seizing opportunities while continuously scaling our capabilities.

• Product Mastery—We evolve and leverage the latest technology available, including AI-enabled solutions, achieving product mastery that is reflected in our leadership across all of our product offerings.

• Integrity—We hold our team accountable to deliver for our clients with integrity.

These values help us attract, inspire, and harness the collective talent of exceptional technologists. They have also helped us build durable long-term relationships with our customers.

We recognize that attracting, motivating and retaining passionate talent at all levels is vital to continuing our success. By improving employee retention and engagement, we also improve our ability to support our customers and protect the long-term interests of our stakeholders. We invest in our employees through high-quality benefits and various health and wellness initiatives, and offer competitive compensation packages, ensuring fairness in internal compensation practices.

As of December 31, 2023, we employed over 7,500 people. Certain of our employees outside of the U.S. are subject to a collective bargaining agreement or works council arrangements. We have not experienced any work stoppages. We have high employee engagement and consider our current relationship with our employees to be strong. We foster social connections in the workforce to facilitate employee engagement.

Environmental, Social and Governance

We have undertaken a number of strategies to further our commitment to generating positive environmental and social impacts, including establishing an Environmental, Social and Governance (“ESG”) Executive Committee – a cross-functional senior management committee of the Company with responsibility for developing, implementing, and monitoring initiatives and policies with respect to ESG matters. The ESG Executive Committee will oversee our ESG goals and reporting, including an assessment of topics that are material to the Company. With respect to environmental initiatives, we are focused on monitoring our energy use, recycling, and greenhouse gas emissions.

We believe our products and services provide positive environmental and social impacts. Our software can help customers optimize fleet and operational efficiency, reduce fuel and resource consumption, and monitor and promote driver safety. As one example, our advanced claims management platform can reduce emissions from unnecessary travel by eliminating the need for claimants or assessors to travel to evaluate vehicle conditions. Additionally, our intelligent damage evaluation platform can help identify whether damaged parts should be repaired or replaced, and thereby reduce the consumption of new parts and reduce waste associated with the disposal of damaged parts. We can further reduce waste and facilitate recycling by providing solutions that help automotive recycling yards operate efficiently, inventory recycled parts, and attract prospective buyers from across the globe. We are also exploring how best to reduce our own carbon footprint by leveraging existing technology and our virtual workforce. With respect to social initiatives, we are focused on advancing technology industry jobs and education in our communities.

We also seek to promote an Inclusive and Winning culture by developing strategies to increase Diversity, Equity and Inclusion (“DEI”) within our company, support employee engagement, and ensure a respectful

162

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

workplace. We are committed to promoting DEI in the workplace and we have established initiatives to attract and recruit diverse talent. As one example, in 2020, we launched Women in Solera (“WINS”), a management development program for female employees, designed to support gender equality and the development of female leaders. Through WINS, we provide employees with trainings and speaker panels on topics such as leadership skills, organizational health, and personal development. To date, more than 600 employees have participated in our various WINS-related training programs. Additionally, we conduct recruiting outreach to underrepresented communities and we are establishing dedicated DEI personnel. Finally, we also provide anti-discrimination and harassment training to all employees. Finally, we help our communities with different corporate charitable programs, focusing in part on empowering underrepresented groups and those in need around the world with the tools and resources to create a sustainable future impact on their lives and community.

Seasonality

Our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher revenues during the third quarter and fourth quarter versus the first quarter and second quarter of each fiscal year. This seasonality is caused primarily by more days of inclement weather during the third quarter and fourth quarter in most of our markets, which contributes to greater demand for collision and mechanical repairs, which in turn results in higher number of transactions. In addition, our business is subject to fluctuations caused by other factors, including the occurrence of extraordinary weather events and the timing of certain public holidays.

Intellectual Property and Licenses

Our intellectual property rights are important to our business. Our success depends in part upon our ability to obtain, maintain, protect and enforce our intellectual property rights, as well as preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. We are committed to protecting and preventing third parties from infringing, misappropriating or otherwise violating our intellectual property rights.

We rely on a combination of intellectual property rights, including patents, trademarks, copyrights and trade secrets, as well as confidentiality procedures and contractual restrictions, to protect our intellectual property and other proprietary rights. As of December 31, 2023, we owned approximately 330 registered U.S. patents, 183 registered foreign patents, 36 pending U.S. patent applications, 80 pending foreign patent applications and 5 Patent Cooperation Treaty (“PCT”) applications related to various Solera, Omnitracs, SmartDrive, DealerSocket, Spireon and eDriving products and services. We continually seek to review our development efforts to assess the existence and patentability of new intellectual property. In addition, as of December 31, 2023, we owned approximately 214 registered U.S. trademarks, 19 pending U.S. trademark applications, 1,377 registered foreign trademarks and 145 pending foreign trademark applications that we use in connection with our software and services, including advertising and marketing.

The term of individual patents depends upon the legal term for patents in the countries in which they are granted. In most countries, including the U.S., the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. In the U.S., a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the U.S. Patent and Trademark Office in examining and granting a patent. It may also be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date. The expiration dates for our U.S. registered patents range from February 2024 through November 2041. We cannot be sure that our pending patent applications that we have filed or may file in the future will result in issued patents, and we can give no assurance that any patents that have issued or might issue

163

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

in the future will protect our current or future products, will provide us with any competitive advantage, and will not be challenged, invalidated, or circumvented.

Moreover, we rely, in part, on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. However, trade secrets can be difficult to protect. While we take steps to protect and preserve our trade secrets, including by entering into confidentiality agreements with our employees, consultants, contractors and other parties with access to our confidential information that prohibit the unauthorized use or disclosure of our proprietary rights, information and technology and by maintaining physical security of our premises and physical and electronic security of our information technology systems, such measures can be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

We enter into outbound license agreements with our customers, granting each customer a license to use our software and services while reaffirming our ownership and the confidentiality of the embedded information and technology contained in our solutions.

Additionally, we license much of the data used in our software and services through short-term and medium-term contracts with third parties, including contracts with OEMs, aftermarket parts suppliers, data aggregators, automobile dealerships and vehicle repair facilities, under which we generally pay fees or royalties. Such fees and royalties will be calculated on a fixed fee basis, per-transaction basis or percentage basis, and the fee or royalty payment calculation method varies greatly depending on the nature of the data supplied and the source of the data.

For more information regarding the risks related to our intellectual property, see “Risk Factors—Risks Related to Intellectual Property and Technology.”

Facilities

Our corporate headquarters are in Westlake, Texas, U.S., where we lease approximately 24,000 square feet of office space as of March 31, 2023.

We own real estate in Paducah, Kentucky, U.S.; Roanoke, Texas, U.S.; Brussels, Belgium; Bracknell, U.K. and Harrogate, U.K.

Our principal leased facilities in the EMEA (Europe, the Middle East, Africa) and Asia regions are located in Zurich, Switzerland; Paris, France; Madrid, Spain; Seville, Spain; Leeds, U.K.; Hyderabad, India; and Bangalore, India. Our principal leased Americas facilities are located in Dallas, Texas, U.S.; Ann Arbor, Michigan, U.S.; Minneapolis, Minnesota, U.S.; Daytona Beach and Jacksonville, Florida, U.S.; Draper, Utah, U.S.; Irvine and San Clemente, California, U.S.; Townsend, Maryland, U.S.; Mexico City, Mexico (three facilities). We also lease a number of other facilities in countries where we operate.

We believe that our existing space is adequate for our current operations. We believe that suitable replacement and additional space, if necessary, will be available in the future on commercially reasonable terms.

Regulatory Compliance

Insurance Regulation

Our insurance company customers are subject to extensive government regulations, mainly at the state level in the U.S. and at the country level in our non-U.S. markets. Some of these regulations relate directly to our software and services, including regulations governing the use of total loss and estimating software. We are

164

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software and/or databases or have the effect of prohibiting or rendering less valuable one or more of our offerings. Moreover, some states in the U.S. have changed and are contemplating changes to their regulations to permit insurance companies to use book valuations or public source valuations for total loss calculations, making our total loss software potentially less valuable to insurance companies in those states. Some states have adopted total loss regulations that, among other things, require insurers to use a methodology deemed acceptable to the respective government agency.

We submit our methodology to such agencies, and if they do not approve our methodology, we will not be able to perform total loss valuations in their respective states. Other states are considering legislation that would limit the data that our software can provide to our insurance company customers. In the event that demand for or our ability to provide our software and services decreases in particular jurisdictions due to regulatory changes, our revenues and margins may decrease.

There is momentum to create a U.S. federal government oversight mechanism for the insurance industry. There is also legislation under consideration by the U.S. legislature relating to the vehicle repair industry. Federal regulatory oversight of or legislation relating to the insurance industry in the U.S. could result in a broader impact on our business versus similar oversight or legislation at the U.S. state level.

Transportation Regulation

Our fleet businesses’ fleet operator customers are subject to extensive government regulations at the federal, state and local levels governing certain operational and safety related matters. In particular, regulations from the Department of Transportation (“DOT”) and the FMCSA focus on the prevention of commercial motor vehicle-related fatalities and injuries and contribute to ensuring safety in motor carrier operations through strong enforcement of safety regulations, targeting high-risk carriers and commercial motor vehicle drivers, improving safety information systems and commercial motor vehicle technologies, strengthening commercial motor vehicle equipment and operating standards, and increasing safety awareness. Our fleet businesses’ solutions help our fleet operator customers comply with these regulations. Some of these regulations relate directly to our fleet businesses’ software and services, including the ELD Mandate and Hours of Service. If our fleet operator customers fail to comply with new or existing transportations regulations, including those applicable to our software and services, they could lose their certifications to operate and/or reduce their usage of our software and services, either of which would reduce our revenues.

Privacy, Data Protection and Data Security Regulation

We are also subject to many laws, rules and regulations that many jurisdictions have enacted that address privacy, data protection or data security, including laws, rules and regulations applying to the collection, use, storage, transfer, disclosure, retention, transmission, processing and security of personal information. Laws, rules, and regulations relating to privacy, data protection, and data security are evolving and subject to potentially differing interpretations. For example, in California, the CCPA broadly defines personal information, requires companies that process information of California residents to make new disclosures to consumers about their data collection, use and sharing practices, and gives California residents certain expanded privacy rights and protections, including the right to opt out of certain data sharing with third parties. Additionally, California voters passed the California Privacy Rights Act, or the CPRA, in November 2020, which introduced additional obligations, such as data minimization and storage limitations and granted additional rights to California residents when it went into effect in most material respects on January 1, 2023. The enactment of the CCPA and CPRA are some of the first of similar legislative developments in other states in the U.S., which creates the potential for a patchwork of overlapping but different state laws and could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business, results of operations, and financial condition. These privacy laws may require the expenditure of

165

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

significant resources to enable compliance. These privacy laws, and proposed legislations, if enacted, and the interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, create complex compliance issues for us and data we receive, use and share, and have caused, and may continue to cause, variation in requirements, increase restrictions and potential legal risk and impact strategies and the availability of previously useful data, potentially exposing us to additional expense, adverse publicity and liability. Moreover, as a result of our marketing activities, we may also be subject to applicable marketing privacy laws, including the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act of 1991.

Internationally, many jurisdictions have established their own data security and privacy legal frameworks, including data localization and storage requirements, with which we may be obligated to comply. For example, the E.U. has adopted the GDPR, which went into effect in May 2018 and contains numerous requirements and changes from previously existing E.U. law, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs. Additionally, data processing in the U.K. is governed by a U.K. version of the GDPR (combining the GDPR and the U.K.’s Data Protection Act 2018), exposing us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations. The GDPR and the U.K.’s data protection regime based on the GDPR each provide for substantial penalties for noncompliance. Additionally, we are subject to various other laws, rules, and regulations of various jurisdictions worldwide.

Laws, rules, and regulations in the U.S. and in other regions worldwide relating to privacy, data protection, and data security may be modified, interpreted, and applied in a manner that is inconsistent from one jurisdiction to another, or may conflict with other laws, rules, or regulations, other requirements or legal obligations, or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, rules, regulations, requirements, and obligations. Further, such laws, rules, and regulations in the U.S. and in other jurisdictions internationally, and any other such changes or new laws, rules, or regulations, could impose significant limitations, require changes to our business, or restrict our collection, use, storage, or processing of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively, or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future, or cause us to incur potential liability in connection with such legislation, which, in turn, could adversely affect our business, brands, financial condition, and results of operations. For more information regarding the risks related to our cybersecurity and data privacy practices and compliance, see “Risk Factors—Risks Related to Intellectual Property and Technology.”

Payment Processing Regulation

Our integrated technology platforms allow us to offer payment processing products, including card (debit and credit) processing, Automated Clearing House (“ACH”) funds transfers, and electronic-check processing, through on-premise point of sale devices and on our technology platform. Our payment processing solutions are designed to integrate into our existing products and applications, presenting payment information within existing workflows. Our payments platform helps reduce administrative and payments processing costs and accelerate payment cycle times while improving customer satisfaction.

We utilize third parties to provide authorization, settlement and funding services in connection with our payment processing products. These institutions include third-party processors and sponsor banks, who facilitate our access to the card association networks (Visa, Mastercard, and Discover) and other financial institutions that facilitate our ACH transfers and e-check processing.

We derive most of our payment processing revenue from fees paid by our customers which principally include a processing fee that is charged as a percentage of total payment volume, as well as interchange fees and convenience-based fees. In some cases, including for ACH and e-check processing, fees are charged in the form

166

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

of a fixed fee per transaction. Our revenue is re-occurring in nature and we benefit from a high degree of operating leverage given the combination of our highly scalable payments platform and low customer acquisition costs.

Our global operations are subject to a variety of laws, rules, regulations and compliance obligations, including banking and financial services industry laws and regulations, as well as privacy and data security regulations. For example, for card and ACH payment transactions that we process, we are subject to the card association rules, the operating rules promulgated by the North American Clearinghouse Association and privacy rules that related to our use, access and storage of customer financial information.

As we expand our payment processing offerings, we may be subject to licensing requirements and additional laws and regulations, including non-U.S. laws and regulations. Although we have robust internal controls and quality management systems that govern our internal procedures and mitigate our risk of non-compliance, our internal risk management systems and controls may not be sufficient to ensure our compliance with all applicable laws, rules and regulations. We also have safeguards established to identify non-compliance concerns through internal and external audits, risk assessments as well as an ethics hotline reporting system. While we believe that we are in material compliance with all such applicable laws, rules and regulations, and we do not anticipate any significant additional expenditures relating to maintaining our compliance, due to the rapidly evolving nature of these laws, rules and regulations, geopolitical considerations and changes in customers’ product requirements, there can be no assurance that current expenditures will be adequate or that violations will not occur.

Our failure or inability to comply with any applicable laws, rules and regulations could result in restrictions on our ability to provide certain payment processing services, products or solutions, as well as the possible imposition of civil and criminal penalties, damages and fines, and negatively impact our reputation and our ability to attract and retain customers. For more information on the laws and regulations that impact our operations and the risks and uncertainties related thereto, please see “Risk Factors — We partner with third parties to make payment processing solutions and services available to our customers, and if we fail to comply with the applicable requirements under agreements with our third party partners, they can seek to terminate our relationship.”

Legal Proceedings

In the normal course of business, various claims, charges and litigation are asserted or commenced against us, including:

• We have been the subject of allegations that our repair estimating and total loss software and services produced results that favored our insurance company customers.

• We are subject to assertions by our customers, suppliers and strategic partners that we have not complied with the terms of our agreements with them or our agreements with them are not enforceable.

We have and will continue to vigorously defend ourselves against these claims. We believe that final judgments, if any, which may be rendered against us in current litigation are adequately reserved for, covered by insurance or would not have a material adverse effect on our financial statements.

167

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

ORGANIZATIONAL STRUCTURE

Overview

Solera Global Corp. is a Delaware corporation formed to serve as a holding company that holds an interest in Holding LLC and Topco LLC. Prior to December 27, 2021, Solera Global Corp. had not conducted any business transactions or activities other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. We are a holding company and the sole managing member of Holding LLC and, upon consummation of the Organizational Transactions and this offering and the application of net proceeds therefrom, our sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC. Solera Global Corp. will have no interest in any operations other than those of Holding LLC and Topco LLC and its consolidated subsidiaries. As a result of the merger of Solera Global Holding Corp., the former parent entity of Topco LLC and the predecessor of the issuer, with and into a subsidiary of Solera Global Corp. on December 27, 2021, Solera Global Corp. became the parent entity of Holding LLC. The financial information presented in this prospectus, including the historical financial statements of Solera Global Holding Corp. and its consolidated subsidiaries, reflect these internal transactions with Solera Global Corp. on December 27, 2021. As required under U.S. GAAP, the financial statements of Solera Global Corp. reflect the retrospective consolidation of Solera Global Holding Corp. to give effect to the reorganization under common control that occurred effective December 27, 2021. Solera Global Corp. will continue to be the reporting entity following this offering.

As a result of the merger of Solera Global Holding Corp. with and into a subsidiary of Solera Global Corp., the former equityholders of Solera Global Holding Corp. now own Class A common stock of Solera Global Corp. on the same terms and in identical proportions to their prior ownership in Solera Global Holding Corp. The equity interests of Solera Global Holding Corp. will not be converted into units of Topco LLC, and such equityholders will not become unitholders of Topco LLC on account of such interests. The equityholders of Holding LLC Units are not party to the Exchange Agreement on account of such interests. Solera Global Corp. has not engaged in any business or other activities other than in connection with its formation and this offering. Upon consummation of this offering and the application of the net proceeds therefrom, we will be a holding company, our sole asset will be direct and indirect equity interests in Holding LLC and Topco LLC, we will serve as sole managing member of Holding LLC and, through our managing member interest in Holding LLC, we will exclusively operate and control all of the business and affairs and consolidate the financial results of Topco LLC. Prior to the closing of this offering, the operating agreement of Topco LLC will be amended and restated to, among other things, modify its capital structure by replacing the membership interests and providing for LLC Units consisting of two classes of common ownership interests in Topco LLC (one held by certain employees and consultants subject to vesting and a participation threshold (e.g., Class B Units), and one held by the other Topco LLC owners, including Vista (e.g., Class A Units)). We and the LLC Unitholders will also enter into an Exchange Agreement under which holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock. As LLC Unitholders exchange their LLC Units for shares of Class A common stock or cash, our interest in Topco LLC will be correspondingly increased.

Upon completion of this offering, Vista will control approximately     % (or approximately     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in Solera Global Corp. See “Principal Shareholders” for additional information about Vista.

168

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Incorporation of Solera Global Corp.

Solera Global Corp. was incorporated in Delaware in August 2021 and formed for the purpose of completing this offering and related transactions. Prior to December 27, 2021, Solera Global Corp. had not conducted any business transactions or activities other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Our certificate of incorporation will be amended and restated at or prior to the consummation of this offering. Our amended and restated certificate of incorporation will authorize two classes of common stock, Class A common stock and Class V common stock, each having the terms described in “Description of Capital Stock.” In addition, our amended and restated certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our Board.

Shares of our Class V common stock, which provide no economic rights, will be issued to the holders of Class A Units of Topco LLC in connection with this offering. Each share of our Class V common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. See “Description of Capital Stock—Class V Common Stock.” Holders of our Class A common stock and Class V common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

Organizational Transactions

The following transactions, referred to collectively herein as the “Organizational Transactions,” will each be completed prior to or in connection with the completion of this offering.

In connection with the Organizational Transactions:

• The LLC Operating Agreement of Topco LLC will be amended and restated to, among other things (i) modify its capital structure by replacing the membership interests currently held by providing for LLC Units consisting of two classes of common ownership interests in Topco LLC (Class B Units held by certain employees and consultants subject to vesting and a participation threshold and Class A Units held by the other Topco LLC owners, including Solera Global Corp. and Vista) and (ii) appoint Holding LLC as the sole managing member of Topco LLC.

• We will amend and restate the certificate of incorporation of Solera Global Corp. to reflect the terms described under “Description of Capital Stock.”

• We will issue shares of Class V common stock, which provide no economic rights, to certain LLC Unitholders on a one-to-one basis with the number of Class A Units owned by such holders, for nominal consideration. Each share of our Class V common stock entitles its holder to one vote on all matters to be voted on by shareholders generally.

• We will enter into the Exchange Agreement with LLC Unitholders pursuant to which the holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock. See “—Exchange Agreement.”

169

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• We will enter into the Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that will require us to pay to such persons 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes (computed using simplifying assumptions to address the impact of state and local taxes) we actually realize (or under certain circumstances are deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the Tax Receivable Agreement, as discussed below) as a result of (i) certain Basis Adjustments (as defined below), as a result of purchases of LLC Units from the LLC Unitholders with the proceeds of this offering and any future exchanges of LLC Units held by an LLC Unitholder for shares of our Class A common stock or, at our election, for cash, as described under “Exchange Agreement,” (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we are required to make under the Tax Receivable Agreement. See “—Tax Receivable Agreement.”

In connection with the completion of this offering, we will issue      shares of our Class A common stock to the investors in this offering (or      shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full) in exchange for net proceeds of approximately $     million (or approximately $     million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Immediately following the completion of this offering, we will take the following actions:

• We will use the $    million of net proceeds of this offering to acquire      additional Holding LLC Units in Holding LLC at a purchase price per LLC Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions.

• Holding LLC intends to apply the net proceeds (including any additional proceeds it may receive from us if the underwriters exercise their option to purchase additional shares of Class A common stock) to acquire      newly-issued Class A Units in Topco LLC at a purchase price per Class A Unit equal to the initial offering price per share of Class A common stock in this offering, less underwriting discounts and commissions; and

• Topco LLC intends to apply, directly or indirectly, the remaining balance of net proceeds (including any additional proceeds it may receive from Holding LLC if the underwriters exercise their option to purchase additional shares of Class A common stock) to (i) repay $     million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.3 billion was outstanding and which had an interest rate of 9.0% as of March 31, 2023, (ii) repay $     million of outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.5 billion was outstanding and which had an interest rate of 13.9% as of March 31, 2023, (iii) repay $     million of outstanding indebtedness under the Revolving Credit Facility, under which $408.0 million was outstanding and which had an interest rate of 8.3% as of March 31, 2023, (iv) repay $     of the Related Party Note, under which $88.0 million was outstanding and which had an interest rate of 6.6% as of March 31, 2023, and (v) pay expenses incurred in connection with this offering and the other Organizational Transactions. Topco LLC will bear or reimburse us for all of the expenses of this offering, including the underwriters’ discounts and commissions. See “Use of Proceeds.”

As a result of the Organizational Transactions:

• the investors in this offering will collectively own     shares of our Class A common stock and we will hold     Class A Units;

170

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• the holders of Class A Units will own     Class A Units and     shares of Class V common stock;

• the holders of Class B Units, subject to vesting, will own     Class B Units with a weighted average participations threshold of $     per unit;

• our Class A common stock will collectively represent approximately     % of the voting power in us; and

• our Class V common stock will collectively represent approximately     % of the voting power in us.

The diagram below depicts our historical organizational structure prior to the completion of the Organizational Transactions. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) The LLC Unitholders other than investment vehicles affiliated with Vista collectively own approximately    % of the equity interests of Topco LLC. These investors will continue to hold their equity interest in Topco LLC upon completion of this offering.

171

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The diagram below depicts our expected organizational structure immediately following completion of the Organizational Transactions and this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) Vista will beneficially own    % of the equity of Topco LLC and will possess voting and dispositive power over all of the shares of Class V common stock. The remaining LLC Unitholders will collectively own the remaining     % of the equity in Topco LLC not held directly or indirectly by Solera Global Corp. In addition to Vista, our existing owners include a limited number of third parties that have invested in Class A Units, as well as certain of our executive officers and other employees who have been issued Class B Units with a weighted average participation threshold of $    per unit. See “Executive Compensation—2024 Omnibus Incentive Plan” for a discussion of the participation thresholds.

(2) Upon completion of this offering, Vista will control approximately    % (or approximately     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in Solera Global Corp. through its ownership of our Class A common stock and Class V common stock. See “Principal Shareholders” for additional information about Vista.

(3) Shares of Class A common stock and Class V common stock will vote as a single class except as otherwise required by law or our certificate of incorporation. Each outstanding share of Class A common stock and Class V common stock will be entitled to one vote on all matters to be voted on by shareholders generally. The Class V common stock does not have any right to receive dividends or distributions upon the liquidation or winding up of Solera Global Corp. In accordance with the Exchange Agreement to be entered into in connection with the Organizational Transactions, the holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

172

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

(4) Assumes no exercise of the underwriters’ option to purchase additional shares of Class A common stock. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, (i) the holders of Class A common stock other than Vista will have    % of the voting power in Solera Global Corp., (ii) Vista, through its ownership of our Class A common stock and Class V common stock, will have     % of the voting power of Solera Global Corp., (iii) the LLC Unitholders, including Vista, will own     % of the outstanding LLC Units in Topco LLC, (iv) Solera Global Corp. will own 100% of the outstanding Holding LLC Units in Holding LLC, and (v) Holding LLC will own     % of the outstanding LLC Units in Topco LLC. Following the consummation of the Organizational Transactions, Solera Global Corp. will be a holding company and its sole asset will be its direct and indirect equity interest in Holding LLC and Topco LLC. Solera Global Corp. will exclusively operate and control all of the business and affairs of Holding LLC, Topco LLC and its subsidiaries. Accordingly, Solera Global Corp. will have 100% of the voting power and will control management of Topco LLC, subject to certain exceptions. The combined financial results of Holding LLC, Topco LLC and its consolidated subsidiaries will be consolidated in our financial statements.

Our post-offering organizational structure will allow LLC Unitholders to retain their equity ownership in Topco LLC, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of LLC Units. Investors in this offering will, by contrast, hold their equity ownership in Solera Global Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. We believe that the LLC Unitholders and Solera Global Corp. generally will find it advantageous to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. The LLC Unitholders and Solera Global Corp. will be allocated their proportionate share of any taxable income of Topco LLC.

The holders of Class A Units will also hold shares of our Class V common stock. Although these shares of Class V common stock have only voting and no economic rights, they will allow the holders of Class A Units to exercise voting power over Solera Global Corp., the sole managing member of Topco LLC, at a level that is proportional to their overall economic interest in Topco LLC. Class V common stock is entitled to one vote per share. When LLC Unitholders exchange LLC Units for shares of our Class A common stock or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale), pursuant to the Exchange Agreement described below, to the extent that they hold shares of Class V common stock, they will also be required to deliver an equivalent number of shares of Class V common stock. Any shares of Class V common stock so delivered will be cancelled. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

173

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Amended and Restated Operating Agreement of Topco LLC

In connection with the completion of this offering, we will amend and restate Topco LLC’s existing operating agreement, which we refer to as the “LLC Operating Agreement.” The operations of Topco LLC, and the rights and obligations of the LLC Unitholders, will be set forth in the LLC Operating Agreement. The LLC Operating Agreement will be filed as an exhibit to the registration statement of which this prospectus forms a part.

Sole Manager

In connection with this offering, Holding LLC will become a member and the sole managing member of Topco LLC. We are the sole managing member of Holding LLC. As the sole managing member of Holding LLC, we will be able to control all of the day-to-day business affairs and decision-making of Topco LLC without the approval of any other member, unless otherwise stated in the LLC Operating Agreement. As such, through our officers and directors, we will be responsible for all operational and administrative decisions of Topco LLC and the day-to-day management of Topco LLC’s business. Pursuant to the LLC Operating Agreement, Holding LLC cannot be removed, under any circumstances, as the sole managing member of Topco LLC, except by our election.

Compensation

Holding LLC will not be entitled to compensation for its services as managing member. Holding LLC will be entitled to reimbursement by Topco LLC for fees and expenses incurred on behalf of Topco LLC, including all expenses associated with this offering and maintaining our corporate existence.

Recapitalization

The LLC Operating Agreement recapitalizes the interests currently held by the existing owners of Topco LLC, and provides for the Class A Units and Class B Units, which we refer to collectively as the “LLC Units.” The LLC Operating Agreement will also reflect a split of LLC Units such that one Class A Unit can be acquired with the net proceeds received in the initial offering from the sale of one share of our Class A common stock. Each LLC Unit will entitle the holder to a pro rata share of the net profits and net losses and distributions of Topco LLC. Holders of LLC Units will have no voting rights, except as expressly provided in the LLC Operating Agreement.

174

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Distributions

The LLC Operating Agreement will require “tax distributions,” as that term is defined in the LLC Operating Agreement, to be made by Topco LLC to its “members,” as that term is defined in the LLC Operating Agreement. Tax distributions generally will be made quarterly (i) to each member of Topco LLC holding Class A Units, including us, on a pro rata basis based on Topco LLC’s net taxable income and (ii) to each member of Topco LLC holding Class B Units, based on such member’s allocable share of the net taxable income of Topco LLC, in each case at an assumed tax rate. Topco LLC will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that it would have paid if it were taxed on its net income at the tax rate applicable to a similarly situated corporate taxpayer. The tax rate used to determine tax distributions will apply regardless of the actual final tax liability of any such member. Tax distributions will also be made only to the extent all distributions from Topco LLC for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above. We expect Topco LLC will make distributions out of distributable cash periodically to the extent permitted by agreements governing indebtedness of Topco LLC and its subsidiaries and necessary to enable us to cover our tax liability and obligations under the Tax Receivable Agreement and non pro rata reimbursements to us in respect of our expenses.

Exchange Rights

The LLC Operating Agreement provides that, pursuant to the terms of the Exchange Agreement described below, holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. As LLC Unitholders exchange their LLC Units, our interest in Topco LLC will be correspondingly increased. See “—Exchange Agreement.”

Issuance of LLC Units Upon Exercise of Options or Issuance of Other Equity Compensation

Upon the exercise of options issued by us, or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will be required to acquire from Topco LLC a number of Class A Units equal to the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation. When we issue shares of Class A common stock in settlement of stock options granted to persons that are not officers or employees of Topco LLC or its subsidiaries, we will make, or be deemed to make, a capital contribution to Topco LLC equal to the aggregate value of such shares of Class A common stock, and Topco LLC will issue to us a number of Class A Units equal to the number of shares of Class A common stock we issued. When we issue shares of Class A common stock in settlement of stock options granted to persons that are officers or employees of Topco LLC or its subsidiaries, we will be deemed to have sold directly to the person exercising such award a portion of the value of each share of Class A common stock equal to the exercise price per share, and we will be deemed to have sold directly to Topco LLC (or the applicable subsidiary of Topco LLC) the difference between the exercise price and market price per share for each such share of Class A common stock. In cases where we grant other types of equity compensation to employees of Topco LLC or its subsidiaries, on each applicable vesting date we will be deemed to have sold to Topco LLC (or such subsidiary) the number of vested shares of Class A common stock at a price equal to the market price per share, Topco LLC (or such subsidiary) will deliver the shares to the applicable person, and we will be deemed to have made a capital contribution in Topco LLC equal to the purchase price for such shares in exchange for an equal number of LLC Units.

175

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Maintenance of One-to-One Ratio of Shares of Class A Common Stock and LLC Units Owned by Solera Global Corp.

Our amended and restated certificate of incorporation and the LLC Operating Agreement will require that (i) we at all times maintain a ratio of one Class A Unit owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) Topco LLC at all times maintains a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Class A Units owned by us.

Transfer Restrictions

The LLC Operating Agreement generally does not permit transfers of LLC Units by members, subject to limited exceptions. Any transferee of LLC Units must assume, by operation of law or written agreement, all of the obligations of a transferring member with respect to the transferred units, even if the transferee is not admitted as a member of Topco LLC.

Dissolution

The LLC Operating Agreement will provide that the unanimous consent of all members holding voting units will be required to voluntarily dissolve Topco LLC. In addition to a voluntary dissolution, Topco LLC will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay the expenses of winding up Topco LLC; (ii) second, to pay debts and liabilities owed to creditors of Topco LLC, other than members; (iii) third, to pay debts and liabilities owed to members; and (iv) fourth, to the members pro-rata in accordance with their respective percentage ownership interests in Topco LLC (after accounting for the participation thresholds of outstanding Class B Units and as determined based on the number of vested LLC Units held by a member relative to the aggregate number of all outstanding vested LLC Units).

Confidentiality

Each member will agree to maintain the confidentiality of Topco LLC’s confidential information. This obligation excludes information independently obtained or developed by the members, information that is in the public domain or otherwise disclosed to a member, in either such case not in violation of a confidentiality obligation or disclosures required by law or judicial process or approved by our chief executive officer.

Indemnification and Exculpation

The LLC Operating Agreement provides for indemnification of the manager, members and officers of Topco LLC and their respective subsidiaries or affiliates. To the extent permitted by applicable law, Topco LLC will indemnify us, as managing member of Holding LLC, Holding LLC, as its managing member, its authorized officers, its other employees and agents from and against any losses, liabilities, damages, costs, expenses, fees or penalties incurred by any acts or omissions of these persons, provided that the acts or omissions of these indemnified persons are not the result of fraud, intentional misconduct or a violation of the implied contractual duty of good faith and fair dealing, or any lesser standard of conduct permitted under applicable law.

We, as the managing member of Holding LLC, Holding LLC, as the managing member, and the authorized officers and other employees and agents of Topco LLC will not be liable to Topco LLC, its members or their affiliates for damages incurred by any acts or omissions of these persons, provided that the acts or omissions of these exculpated persons are not the result of fraud, or intentional misconduct.

Amendments

The LLC Operating Agreement may be amended with the consent of the holders of a majority in voting power of the outstanding LLC Units. Notwithstanding the foregoing, no amendment to any of the provisions that

176

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

expressly require the approval or action of certain members may be made without the consent of such members and no amendment to the provisions governing the authority and actions of the managing member or the dissolution of Topco LLC may be amended without the consent of the managing member.

Tax Receivable Agreement

The purchase of Class A Units from the LLC Unitholders by us in connection with this offering is expected to result in the acquisition by us of a proportionate share of the existing tax basis of the assets of Topco LLC and its flow-through subsidiaries. Furthermore, the holders of Class A Units may from time to time (subject to the terms of the Exchange Agreement) exercise a right to exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. In addition, holders of Class B Units may from time to time (subject to the terms of the Exchange Agreement) exercise a right to exchange their Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. We intend to treat such acquisitions of LLC Units as direct purchases of LLC Units from the LLC Unitholders by Solera Global Corp. for U.S. federal income and other applicable tax purposes, regardless of whether such LLC Units are surrendered by the LLC Unitholders to Topco LLC for redemption or sold to us upon the exercise of our election to acquire such LLC Units directly.

Topco LLC (and each of its subsidiaries classified as a partnership for U.S. federal income tax purposes) intends to have in place an election under Section 754 of the Code effective for the taxable year in which this offering and the associated purchase of LLC Units from the LLC Unitholders occurs and for each taxable year in which an exchange of LLC Units for Class A common stock or cash occurs. As a result, the purchases of LLC Units from the LLC Unitholders in this offering and exchanges of LLC Units in the future are expected to result in (1) an increase in our proportionate share of the existing tax basis of the assets of Topco LLC and its flow-through subsidiaries and (2) an adjustment in the tax basis of the assets of Topco LLC and its flow-through subsidiaries reflected in that proportionate share (collectively, the “Basis Adjustments”).

Basis Adjustments will generally have the effect of reducing the amounts that we would otherwise be obligated to pay thereafter to various tax authorities. Such Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

We intend to enter into a Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, under which we will pay to such persons 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) Basis Adjustments resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future, (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement (collectively, the “Tax Attributes”). The payment obligations under the Tax Receivable Agreement are not conditioned upon any beneficiary thereof or Vista maintaining a continued ownership interest in us or Topco LLC and the rights under the Tax Receivable Agreement are assignable. We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize.

For purposes of the Tax Receivable Agreement, the tax benefit deemed realized by us will generally be computed by comparing our actual cash income tax liability to the amount of such taxes that we would have been

177

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

required to pay had there been no Tax Attributes; provided that, for purposes of determining the tax benefit with respect to state and local income taxes, we will use simplifying assumptions. The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the taxable year that the Tax Receivable Agreement is entered into. There is no maximum term for the Tax Receivable Agreement and the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the Tax Receivable Agreement for an agreed-upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated with certain assumptions, including as to utilization of the Tax Attributes).

The actual Tax Attributes, as well as any amounts paid under the Tax Receivable Agreement, will vary depending on a number of factors, including:

• the timing of any future exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Topco LLC and its flow-through subsidiaries at the time of each exchange;

• the price of shares of our Class A common stock at the time of any future exchanges—the Basis Adjustments are directly related to the price of shares of our Class A common stock at the time of future exchanges;

• the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased tax deductions as a result of the Section 754 election mentioned above will not be available to generate payments under the Tax Receivable Agreement;

• the amount and timing of our income—the Tax Receivable Agreement generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized by us under the terms of the Tax Receivable Agreement. If we do not have taxable income in a particular taxable year, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. Nevertheless, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in future (and possibly previous) taxable years. The utilization of any such tax attributes will result in payments under the Tax Receivable Agreement; and

• applicable tax rates—the tax rates in effect at the time a tax benefit is recognized.

In addition, the amount of each LLC Unitholder’s tax basis in its LLC Units, the depreciation and amortization periods that apply to the increases in tax basis, the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement and the portion of our payments under such Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis are also relevant factors.

The payment obligations under the Tax Receivable Agreement are obligations of Solera Global Corp. and not of Topco LLC. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the aggregate payments that we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Topco LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which Topco LLC or any of its subsidiaries is a party. We anticipate funding the payments under the Tax Receivable Agreement from cash distributions from Topco LLC and available cash.

178

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the purchase by Solera Global Corp. of LLC Units from the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions to be approximately $     million (or approximately $     million if the underwriters exercise their option to purchase additional shares of Class A common stock) (the proceeds of which will be used by Solera Global Corp. to acquire additional Class A Units from Topco LLC) and to range over the next 15 years from approximately $     to $     million per year (or range from approximately $     to $     million per year if the underwriters exercise their option to purchase additional shares of Class A common stock) and decline thereafter. We expect that aggregate payments under the Tax Receivable Agreement over the next 15 years will range from approximately $     million to $     million. These estimates are based on an initial public offering price of $     per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus. Future payments in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial. The foregoing numbers are merely estimates—the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to Solera Global Corp. by Topco LLC are not sufficient to permit Solera Global Corp. to make payments under the Tax Receivable Agreement after it has paid taxes.

The Tax Receivable Agreement provides that if (1) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, (2) we materially breach any of our material obligations under the Tax Receivable Agreement or (3) we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, under the Tax Receivable Agreement will accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement and, to the extent applicable, that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of our Class A common stock at the time of termination.

As a result of a change of control, material breach, or our election to terminate the Tax Receivable Agreement early, (1) we could be required to make cash payments to the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (2) we will be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase or the availability of the NOLs or other relevant tax attributes, we will not be reimbursed for any cash payments previously made pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently disallowed, in whole or in part, by the IRS or other applicable taxing authority. For example, if the IRS later asserts that we did not obtain a tax basis increase or disallows or limits (in whole or in part) the availability of NOLs due to a potential ownership change under Section 382 of the Code, among other potential challenges, then we would not be reimbursed for any cash payments previously made pursuant to the Tax

179

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Receivable Agreement with respect to such tax benefits that we had initially claimed. Instead, any excess cash payments made by us pursuant to the Tax Receivable Agreement will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. Nevertheless, any tax benefits initially claimed by us may not be disallowed for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. Accordingly, there may not be sufficient future cash payments against which to net. The applicable U.S. federal income tax rules are complex, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

Under the Tax Receivable Agreement, we are required to provide the parties thereto with a schedule setting forth the calculation of payments that are due under the Tax Receivable Agreement with respect to each taxable year in which a payment obligation arises within thirty (30) days after filing our U.S. federal income tax return for such taxable year. This calculation will be based upon the advice of our tax advisors. Payments under the Tax Receivable Agreement will generally be made within three (3) business days after this schedule becomes final pursuant to the procedures set forth in the Tax Receivable Agreement, although interest on such payments will begin to accrue at a rate of SOFR plus      basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at SOFR plus      basis points until such payments are made, generally including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose.

Exchange Agreement

We will enter into the Exchange Agreement with the LLC Unitholders. Under the Exchange Agreement, holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. As LLC Unitholders exchange their LLC Units, our interest in Topco LLC will be correspondingly increased. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

Registration Rights Agreement

We intend to enter into the Registration Rights Agreement with certain LLC Unitholders in connection with this offering. The Registration Rights Agreement will provide certain LLC Unitholders registration rights whereby, following our initial public offering and the expiration of any related lock-up period, certain LLC Unitholders can require us to register under the Securities Act shares of Class A common stock owned by them or issuable to them upon exchange of their LLC Units. The Registration Rights Agreement will also provide for piggyback registration rights for certain LLC Unitholders. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

180

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

MANAGEMENT

Our Executive Officers and Directors

Below is a list of the names, ages, positions and brief accounts of the business experience of the individuals who serve as (i) our executive officers and (ii) our directors.

Name	Age	Position
Darko Dejanovic	53	Chief Executive Officer and Director
Alberto Cairo	54	Chief Financial Officer and Managing Director, North America
John Suchecki	59	Chief Information and Technology Officer
Jing Liao	55	Chief Administration Officer
David Babin	49	General Counsel and Secretary
Nihar Malik	45	Chief Product and Transformation Officer
David A. Breach	57	Director
Maneet Saroya	44	Director
Jonathan Yaron	60	Director

Darko Dejanovic has served as our Chief Executive Officer since November 2019 and as a member of our Board since January 2019. Mr. Dejanovic has also served as Operating Principal of Vista since November 2017. Mr. Dejanovic previously served as Executive Chairman, Chief Executive Officer and Board Member of Active Network from November 2013 to September 2017, a formerly publicly-traded leading SaaS provider of organization-based cloud computing applications. Previously, Mr. Dejanovic served as Executive Vice President, Global CIO and Head of Product at Monster Worldwide, Inc. from April 2007 to August 2011 and Corporate Senior Vice President and Chief Technology Officer of Tribune Company from March 1997 to April 2007. Mr. Dejanovic currently serves as a member of the board of the directors of STATS LLC and Accelya Solutions and has previously served as a member of the board of directors of the following companies: Vivid Seats LLC (February 2016 to June 2017), 7Park Data, Inc. (December 2018 to January 2021), Agdata, LP (November 2018 to February 2020), Wrike, Inc. (December 2018 to February 2021), Active Network, LLC (November 2013 to September 2017), Eagleview Technologies, Inc. (August 2016 to May 2018), Social Solutions (July 2018 to September 2021) and Upserve, Inc. (January 2018 to June 2020). Mr. Dejanovic earned a bachelor’s degree in computer information system from Florida Metropolitan University and holds a master of business administration degree from Northwestern University. We believe Mr. Dejanovic’s extensive experience in the areas of corporate strategy, technology, private equity and corporate governance, as well as his experience on the boards of other companies will make him a valuable member of our Board.

Alberto Cairo joined the Company in October 2014 and has served as our Chief Financial Officer since March 2023 and as our North America Managing Director since June 2020. Prior to serving as our North American Managing Director and Chief Financial Officer, Mr. Cairo served as our North American Chief Financial Officer from June 2018 to May 2020, our North American Chief Revenue Officer from April 2016 to June 2018, and our North American Chief of Staff from October 2014 to April 2016. Prior to joining us, Mr. Cairo served as the Chief Executive Officer at Alexan Capital, LLC from May 2013 to September 2014 and the Chief Operating Officer at Peachtree Financial Solutions from February 2008 to April 2013. Previously, Mr. Cairo has served as a financial professional and corporate officer in the U.S. and Europe from 1992 to 2008. Mr. Cairo earned a master of science degree in electrical engineering from The Johns Hopkins University and a master of business administration from Harvard Business School.

John Suchecki has served as our Chief Technology Officer since January 2022 and our Chief Information Officer since June 2020. Prior to joining us, Mr. Suchecki served as Chief Product and Technology Officer at The Marlin Company from May 2017 to May 2020. Mr. Suchecki previously served as Senior Vice President of Global Technology and Infrastructure of Monster Worldwide, Inc. from June 2007 to December 2015.

181

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Mr. Suchecki also previously served as Chief Technology Officer at The St. Petersburg Times and Chief Information Officer at The Hartford Courant. Mr. Suchecki earned a bachelor of science in mechanical engineering and computer science from Trinity College and holds a master of business administration degree from Rensselaer Polytechnic Institute.

Jing Liao has served as our Chief Administration Officer since June 2020. Ms. Liao previously served as Vista’s Managing Director of Talent from February 2019 to June 2020. Previously, Ms. Liao served as the Chief Human Resources Officer at Social Finance, Inc. from October 2016 to November 2019. Ms. Liao has also previously served as Chief Human Resources Officer at TriNet Group, Inc. (NYSE: TNET) (2014 to 2016), Atmel Norway (2007 to 2014) and Avanex Corporation (2005 to 2007). Ms. Liao currently serves as an advisory board member of Achieve Partners (since February 2019), The Best and Brightest Programs (since September 2014), and the University of Minnesota’s Carlson School of Management (since March 2012). Ms. Liao earned a bachelor’s of science in chemistry from Peking University and holds a master’s degree in human resources and industry relations from the University of Minnesota’s Carlson School of Management.

David Babin joined the Company in July 2012 and has served as our General Counsel and Corporate Secretary since June 2020. Prior to serving as our General Counsel and Corporate Secretary, Mr. Babin served as our Associate General Counsel and Deputy General Counsel. Prior to joining us, Mr. Babin served as Senior Counsel of Mergers and Acquisitions and Corporate Transactions at Dean Foods Company (subsequently acquired by Dairy Farmers of America, Inc.) from August 2009 to July 2012. Previously, Mr. Babin served as a transactional attorney in private practice from 1998 to 2009. Mr. Babin earned a bachelor of arts in political science and international relations from Louisiana State University and a juris doctorate from Tulane University Law School, magna cum laude.

Nihar Malik joined the Company in May 2018 and has served as our Chief Product and Transformation Officer since January 2022. Previously, Mr. Malik served as our Chief Strategy and Transformation Officer. Prior to joining us, Mr. Malik served as Senior Vice President, Head of Global Transformation of XPO Logistics, Inc. from June 2017 to May 2018 and held various roles at The Hertz Corporation from June 2015 to June 2017, most recently serving as Senior Vice President, Product and Procurement Transformation. Previously, Mr. Malik served as an Associate Principal at McKinsey & Company from February 2010 to June 2015. Mr. Malik holds a master of business administration from the University of Pennsylvania’s Wharton School of Business.

David A. Breach joined our Board in January 2018. Mr. Breach joined Vista in 2014 and is Vista’s President and Chief Operating Officer. He currently sits on Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction as well as the firm’s Private Equity Management and Vista’s Private Equity Funds’ Investment Committees. Mr. Breach also sits on the boards of Vista portfolio companies EagleView Technology Corporation, Jamf Holding Corp. (NASDAQ: JAMF), and Stats Perform. Mr. Breach previously served on the boards of DealerSocket, Inc. (October 2019 to June 2021), Datto, Inc. (October 2020 to June 2022), Mediaocean LLC (September 2015 to December 2021), Ping Identity Holding Corp. (March 2019 to October 2022) and Vertafore, Inc. (June 2016 to September 2020). Prior to joining Vista, Mr. Breach worked as a Senior Corporate Partner with the law firm Kirkland & Ellis LLP from 2000 to 2014, where his practice focused on the representation of private equity funds in all aspects of their business. While at Kirkland & Ellis, Mr. Breach was a member of its 15-person global executive management committee and was a founding partner of its San Francisco office. During Mr. Breach’s tenure, Kirkland & Ellis LLP’s Northern California practice grew to over 250 employees. Mr. Breach received a Bachelor of Business Administration in Marketing from Eastern Michigan University and received a Juris Doctorate from the University of Michigan, magna cum laude, Order of the Coif. Mr. Breach is currently a member of the State Bars of California, Illinois and Michigan. Mr. Breach’s extensive experience in the areas of corporate strategy, private equity and firm governance, as well as his experience on the boards of other companies, make him a valuable member of our Board.

182

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Monti Saroya joined our Board in April 2020. Mr. Saroya joined Vista in 2008 and is Co-Head of the Vista Flagship Fund and sits on its Investment Committee. Additionally, Mr. Saroya serves as a member of Vista’s Executive Committee, the firm’s governing and decision-making body for matters affecting its overall management and strategic direction, and Vista’s Private Equity Management Committee, the firm’s decision-making body for matters affecting Vista’s overall private equity platform. He currently sits on the boards of Vista portfolio companies Advanced, Allvue Systems, Avalara, Cloud Software Group, Drift, Duck Creek, Finastra, Gainsight, Infoblox, Mindbody, Pipedrive, Pluralsight, PowerSchool (NYSE: PWSC), SalesLoft and Xactly, and is actively involved in the firm’s investment in Jio. Mr. Saroya was also actively involved in the firm’s investments in Apptio, Cvent, Marketo, SumTotal, The ACTIVE Network, Turaz, Transfirst and Zywave. Mr. Saroya previously served on the boards of Omnitracs and Aspira from April 2020 to June 2021 and August 2018 to April 2021, respectively. Prior to joining Vista, Mr. Saroya worked as a senior research analyst for JMP Securities, where he provided research for buy-side clients on public on-demand (SaaS) companies. Mr. Saroya previously worked as an associate for the enterprise software/applications team. Before his time with JMP, Mr. Saroya worked for Siebel Systems in a sales capacity for the CRM On Demand division. Prior to Siebel, Mr. Saroya worked for Cisco Systems in various operations roles. Mr. Saroya’s experience in the areas of corporate strategy, technology, finance and private equity make him a valuable member of our board.

Jonathan Yaron joined our Board in August 2019. Mr. Yaron currently serves as Chief Executive Officer and Chairman of the board of directors of Kiteworks, Inc. (formerly Accellion, Inc.) Mr. Yaron also currently serves as a senior enterprise software adviser for Baring Private Equity Asia and President and CEO of JY Investments, positions he has held since May 2015 and November 2007, respectively. Mr. Yaron has over 25 years of enterprise software industry experience as well as extensive strategic and operational expertise. Prior to joining Kiteworks, Mr. Yaron was founder, Chief Executive Officer and Chairman of Enigma Inc., a service lifecycle management company from 1992 to 2013. Mr. Yaron currently serves on the board of directors of CybeReady Ltd. Mr. Yaron previously served on the board of directors for Covisint from August 2016 to July 2017. Mr. Yaron was previously an officer in the Israeli Intelligence Unit 8200 for more than five years. Mr. Yaron received a degree in economics and management and a specialization in operation research from Tel Aviv University. We believe Mr. Yaron is qualified to serve as a member of our Board because of his extensive experience in the areas of corporate strategy, technology and cyber.

Family Relationships

There are no family relationships between any of our executive officers and directors.

Corporate Governance

Board Composition and Director Independence

Our business and affairs are managed under the direction of our Board. Following completion of this offering, our Board will be composed of      directors. Upon completion of this offering, our chair of the Board will be     . Our certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of our Board. In addition, the Director Nomination Agreement will prohibit us from increasing or decreasing the size of our Board without the prior written consent of Vista. Our certificate of incorporation will also provide that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, our Class I directors will be     ,      and      and will serve until the first annual meeting of shareholders following the completion of this offering, our Class II directors will be    ,      and      and will serve until the second annual meeting of shareholders following the completion of this offering and our Class III directors will be     ,      and      and will serve until the third annual meeting of shareholders following the completion of this offering. Upon completion of this offering, we expect that each of our directors will serve in the classes as

183

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

indicated above. This classification of our Board could have the effect of increasing the length of time necessary to change the composition of a majority of our Board. In general, at least two annual meetings of shareholders will be necessary for shareholders to effect a change in a majority of members of our Board. In addition, our certificate of incorporation will provide that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of common stock entitled to vote thereon, voting together as a single class for so long as Vista beneficially owns 40% or more, in the aggregate, of the total number of shares of our common stock then outstanding. If Vista’s aggregate beneficial ownership falls below 40% of the total number of shares of our common stock outstanding, then our directors may be removed only for cause upon the affirmative vote of at least 66 2/3% of the voting power of our outstanding shares of common stock entitled to vote thereon.

In addition, at any time when Vista has the right to designate at least one nominee for election to our Board, Vista will also have the right to have one of their nominated directors hold one seat on each Board committee, subject to satisfying any applicable stock exchange rules or regulations regarding the independence of Board committee members. The listing standards of      require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our Board has also determined that     ,      and      meet the requirements to be independent directors. In making this determination, our Board considered the relationships that each such non-employee director has with Vista and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our common stock.

Controlled Company Status

After completion of this offering, Vista will continue to control a majority of the voting power in us. As a result, we will be a “controlled company.” Under      rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

• we have a board of directors that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

• we have a compensation committee that is composed entirely of independent directors; and

• we have a nominating and corporate governance committee that is composed entirely of independent directors.

As a controlled company, we will remain subject to the rules of the Sarbanes-Oxley Act and      that require us to have an audit committee composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee by the date our Class A common stock is listed on     , at least two independent directors on our audit committee within 90 days of the listing date, and at least three directors, all of whom must be independent, on our audit committee within one year of the listing date.

Following this offering, we expect to have      independent directors, of whom qualify as independent for Audit Committee purposes. Accordingly, we intend to rely on the controlled company exemption upon completion of this offering because our Board will not be comprised of a majority of independent directors, and our Compensation Committee and our Nominating and Corporate Governance Committee will not be comprised of entirely of independent directors or be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of      corporate governance requirements.

184

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

At such time as we are not a “controlled company” under the corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our board of directors will be “independent directors,” as defined under the rules of     .

Board Committees

Upon completion of this offering, our Board will have an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Board Member Audit
Committee Compensation and
Nominating Committee

Audit Committee

Following this offering, our Audit Committee will be composed of      and     , with      serving as chairman of the committee. We intend to comply with the audit committee requirements of the SEC and     , which require that the Audit Committee be composed of at least one independent director at the closing of this offering, a majority of independent directors within 90 days following this offering and all independent directors within one year following this offering. We anticipate that, prior to the completion of this offering, our Board will determine that      and      meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of     . Our Board has determined that      is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of     . The Audit Committee’s responsibilities upon completion of this offering will include:

• appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

• pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

• discussing on a periodic basis, or as appropriate, with management, our policies, programs and controls with respect to risk assessment and risk management;

• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

• reviewing our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

• reviewing and discussing with management our earnings releases and scripts;

• monitoring the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;

185

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• reviewing management’s report on its assessment of the effectiveness of internal control over financial reporting and any changes thereto;

• reviewing the adequacy of our internal control over financial reporting;

• establishing policies and procedures for the receipt, retention, follow-up and resolution of accounting, internal controls or auditing matters, complaints and concerns;

• recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

• monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

• preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

• reviewing and assessing annually treasury functions including cash management process;

• investigating any matters received, and reporting to our Board periodically, with respect to ethics issues, complaints and associated investigations;

• reviewing the audit committee charter and the committee’s performance at least annually;

• consulting with management to establish procedures and internal controls relating to cybersecurity; and

• reviewing all related party transactions for potential conflict of interest situations and approving all such transactions.

Compensation and Nominating Committee

Following this offering, our Compensation and Nominating Committee will be composed of      and     , with      serving as chairman of the committee. The Compensation and Nominating Committee’s responsibilities upon completion of this offering will include:

• annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

• evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

• reviewing and approving the compensation of our other executive officers;

• appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

• conducting the independence assessment outlined in      rules with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;

• annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of     ;

• reviewing and establishing our overall management compensation, philosophy and policy;

• overseeing and administering our compensation and similar plans;

• reviewing and making recommendations to our Board with respect to director compensation;

• reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;

• developing and recommending to our Board criteria for board and committee membership;

186

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• subject to the rights of Vista and Baring under the Director Nomination Agreement as described in “Certain Relationships and Related Party Transactions—Related Party Transactions—Director Nomination Agreement”, identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

• developing and recommending to our Board best practices and corporate governance principles;

• developing and recommending to our Board a set of corporate governance guidelines; and

• reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation and Nominating Committee.

Code of Business Conduct and Ethics

Prior to completion of this offering, we intend to adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of business conduct and ethics will be available on our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

187

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

EXECUTIVE COMPENSATION

The following discussion and analysis of our executive compensation philosophy and our compensation-setting process, our executive compensation program components, and the decision made for compensation in respect of the 2023 fiscal year for our named executive officers should be read together with the compensation tables and related disclosures set forth below. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section.

Overview

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each material element of compensation for the 2023 fiscal year that we provided to each person who served as our principal executive officer or principal financial officer during the 2023 fiscal year, including our former principal financial officer, and our three other most highly compensated executive officers employed at the end of the 2023 fiscal year, all of whom we refer to collectively as our “named executive officers.”

Our named executive officers for the 2023 fiscal year were as follows:

• Darko Dejanovic, Chief Executive Officer;

• Alberto Cairo, Chief Financial Officer and Managing Director, North America;

• Jing Liao, Chief Administration Officer;

• John Suchecki, Chief Information and Technology Officer;

• Nihar Malik, Chief Product and Transformation Officer; and

• Ron Rogozinski, former Chief Financial Officer, Treasurer, and Assistant Secretary.

Mr. Rogozinski, our former Chief Financial Officer, resigned his employment with us on February 28, 2023. We promoted Mr. Cairo to become our new Chief Financial Officer as of March 1, 2023. He also continues to serve as our Managing Director, North America.

Historical Compensation Decisions

Our compensation approach is necessarily tied to our stage of development. Prior to this offering, we were a privately held company. As a result, most, if not all, of our prior compensation policies and determinations, including those made for the 2023 fiscal year, have been the product of negotiations between the named executive officers and our Board, and have been based on a variety of informal factors including our financial condition and available resources, our need for that particular position to be filled, and the compensation levels of our other executive officers, each as of the time of the applicable compensation decision. In addition, to align the interests of our named executive officers with our stockholders through our initial public offering process and beyond, the compensation packages we offered to our named executive officers, in most cases, contain significant equity compensation components and include performance vesting targets that are tied to the development of our business as measured by, among other metrics, our growth and valuation.

Compensation Philosophy and Strategy

Following the completion of this offering, the compensation and nominating committee of our Board (which we refer to as the “Compensation Committee” in this Compensation Discussion and Analysis) will review and approve the compensation of our named executive officers and oversee and administer our executive compensation programs and initiatives. As we gain experience as a public company, we expect that the specific

188

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

direction, emphasis, and components of our executive compensation program will continue to evolve. Accordingly, the compensation paid to our named executive officers for the 2023 fiscal year is not necessarily indicative of how we will compensate our named executive officers following this offering.

As a privately held company, the total compensation package for our named executive officers in the 2023 fiscal year consisted primarily of a combination of base salary, annual bonuses, and long-term incentives. Our executive compensation program is defined to achieve the following objectives:

• pay appropriately for each named executive officer’s role, responsibilities, competencies, and achievements, as well as for overall corporate results;

• provide compensation that is sufficiently competitive with companies with which we compete for executive talent to attract and retain high-quality executive officers;

• align the interests of our named executive officers and our stockholders through the use of a mix of compensation elements (base salary, annual bonuses, and long-term incentives) that support our missions and encourage achievement of our business goals, support short-term initiatives, and drive long-term success;

• link a significant portion of our named executive officer’s compensation to objective measures of corporate performance and individual or team development and achievement;

• subject meaningful amounts of compensation to equity returns to ensure that the amount of compensation actually realized by our named executive officers rises or falls as our stockholders’ return rises or falls;

• motivate our named executive officers to deliver results at or above our short- and long-term plan targets; and

• reinforce a culture of accountability and excellence.

We operate in rapidly evolving and highly competitive markets. To be successful, we have strived to create an executive compensation program that is designed to motivate, reward, attract, and retain high-caliber leaders. As we evolve, we intend to continue to work to align our overall executive compensation philosophy and program with those of leading U.S.-based publicly traded companies, while retaining necessary measures of flexibility to ensure that our executive compensation philosophy is aligned with our stated compensation philosophy of providing compensation commensurate with performance.

Setting Compensation

Role of Our Board and Named Executive Officers

Historically, our Board has been responsible for overseeing our executive compensation program, including reviewing recommendations from our Chief Executive Officer as to the form and amount of compensation to be paid or awarded to certain of our named executive officers. As a privately held company, our compensation policies and determinations have been the product of negotiations between our Board and named executive officers, and considerations of a variety of informal internal factors as well as external factors, such as the competitive market for corresponding positions within comparable geographic areas and companies of similar size and stage of development operating in our industry. As a result, our Board historically has applied its subjective discretion to make compensation decisions and did not formally benchmark our executive compensation against a particular set of comparable companies or use a set of formulas to set the compensation for our named executive officers in relation to survey date.

Following the completion of this offering, our Board will continue to be responsible for generally overseeing our Compensation Committee, and the Compensation Committee will assume more direct responsibility for individual executive compensation decisions, including evaluating and managing our executive compensation philosophy and strategy. The Compensation Committee will meet outside the presence of all of our

189

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

named executive officers to consider appropriate compensation for our Chief Executive Officer. For all other named executive officers, the Compensation Committee will meet outside the presence of all named executive officers except our Chief Executive Officer. Going forward, our Chief Executive Officer will review annually each other named executive officer’s performance with the Compensation Committee and recommend appropriate compensation for all of our other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of the objectives described above, the Compensation Committee will approve (or, if applicable, make recommendations to our Board regarding the adoption and approval of) our cash-based and equity-based incentive compensation plans, programs, and arrangements for our executive officers. Our Compensation Committee will also periodically review the selection of companies in our peer group for purposes of benchmarking executive officer and non-employee director compensation programs and will oversee annual reviews of the individual and corporate goals, and objectives applicable to the compensation of our named executive officers.

Role of Compensation Consultant

We did not engage a compensation consultant in determining pay actions in advance of this offering. Prior to the 2023 fiscal year, we retained a national independent compensation consulting firm to advise on aligning our overall executive compensation philosophy and strategy with those of leading U.S. publicly traded companies. Following this offering, we expect that a national independent compensation consulting firm will continue to advise our Board and Compensation Committee with respect to our executive compensation matters.

Benchmarking

Our Board does not currently use benchmarking or peer group analysis in making compensation decisions. Following this offering, however, we intend to work with a national independent compensation consulting firm to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group, which we expect to include other U.S.-based publicly traded companies in related industries and other companies that share similar business dynamics with us.

Risk Management

We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of both corporate and individual performance measures for annual bonuses, together with the equity compensation programs for executive officers, which include multi-year vesting schedules for equity awards, encourages employees to maintain both a short- and a long-term view with respect to Company performance.

190

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Principal Elements of Compensation

Our compensation philosophy and strategy are supported by the following elements in our executive compensation program:

Element	Form	Purpose
Base salary	Cash (Fixed)	We provide base salary as a fixed source of compensation for our named executive officers for their day-to-day responsibilities, allowing them a degree of certainty in the face of working for a privately-held company. Base salary generally reflects each named executive officer’s relative experience in his or her role and our expectations for their respective contributions to our growth. We consider their experience, skills, knowledge, past performance, and responsibilities in determining their base salaries. Other factors considered include the complexity and scope of the named executive officer’s expanded role, ability to replace the executive, and the base salary at the executive’s prior employment.
Annual cash incentives	Cash (Variable)	To provide an incentive to achieve annual corporate financial goals (Solera consolidated revenue and Solera consolidated Adjusted EBITDA), as well as individual objectives, our Board believes that continuous execution against financial goals and individual objectives will result in the creation of sustained stockholder value over time. The amount of the bonus is based upon the satisfaction of such pre-established corporate performance metrics and may be adjusted upwards or downwards based on individual performance in the sole discretion of our Chief Executive Officer.
Long-term incentives	Equity (Variable)	As a privately held company, we have historically used equity incentives as the key component of our total compensation package for our named executive officers. Consistent with our compensation philosophy and strategy, we believe this approach has allowed us to attract and retain the highest level of talented and experienced executive officers and aligned their incentives with the long-term interests of our Company and stockholders. We use awards of stock options as the principal method of providing long-term incentive compensation under the Solera Global Holding Corp. (f/k/a Summertime Holding Corp.) 2016 Stock Option Plan (which we refer to as the “2016 Plan”). The 2016 Plan was assumed by Solera Global Corp. In determining the form, size, and material terms of the equity awards, our Board customarily considered, among other things, each named executive officer’s role relative to others at the Company, individual performance, and the determination of our Chief Executive Officer.

We provide health, dental, vision, life, and disability insurance benefits to our named executive officers that are generally consistent with those provided to all other eligible U.S. employees. Our named executive officers may also participate in our broad-based 401(k) plan, which provides a company match or discretionary contribution. We also provide post-termination benefits, including severance and retirement benefits to our named executive officers. The terms and conditions of employment for each of our named executive officers (except our Chief Executive Officer) are set forth in written employment agreements. For a summary of the material terms and conditions of these agreements, see “—Employment Agreements” below. For a summary of the material terms and conditions of the severance and change in control arrangements in effect as of March 31, 2023, see “—Potential Payments upon Termination or Change in Control.”

Compensation Mix

We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value, and at-risk compensation that produces short-term and long-term performance incentives and rewards. By following this approach, we provide our named

191

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

executive officers a measure of security in the minimum expected level of compensation, while motivating them to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the named executive officers and the stockholders, as well as reducing the risk of recruitment of our top executive talent by others.

The mix of compensation elements varies based on the named executive officer’s position and responsibilities. We believe this pay-for-performance approach aligns the interests of our named executive officers who provide services to us with those of our stockholders. Our executive compensation programs are designed to attract and retain individuals with the background and skills necessary to successfully execute our business model in a demanding environment, to motivate those individuals to reach near-term and long-term goals in a way that aligns their interests with those of our stockholders and to reward success in reaching such goals. Maintaining this pay mix results fundamentally in a pay-for-performance orientation for our named executive officers, which is aligned with our stated compensation philosophy of providing compensation commensurate with corporate performance and stockholder value.

Compensation Policies

Our policies are in line with our compensation philosophy, strategy, and good corporate governance standards:

• Our executive compensation program is designed to align with our long-term business strategy and places a significant amount of weight on variable pay, which is dependent on the achievement of rigorous financial and individual performance hurdles;

• We do not provide excise tax gross-ups in the event of a change in control; and

• We do not provide supplemental pensions or extraordinary perquisites.

Secondment Agreement with Mr. Dejanovic

Mr. Dejanovic replaced Jeffrey R. Tarr, our former chief executive officer who stepped down effective as of November 5, 2019, pursuant to a Secondment Agreement, among us, Mr. Dejanovic, and Vista Equity Partners Management, LLC (which we refer to as “Vista Management”), effective as of November 5, 2019, as amended by (i) the First Amendment to Secondment Agreement, dated as of April 30, 2020 and (ii) the Second Amendment to Secondment Agreement, dated as of May 26, 2022 (which we collectively refer to as the “Secondment Agreement”). While providing services to the Company during the secondment period, Mr. Dejanovic is under the exclusive direction, control, and supervision of our Board. In recognition of Mr. Dejanovic’s service to us, we reimburse Vista Management for 95% of the base salary, bonus, and benefits that Vista Management pays or provides to Mr. Dejanovic. Prior to the consummation of this offering, it is expected that Mr. Dejanovic will become an employee of the Company, will cease to be an employee of Vista Management, and the Secondment Agreement will be terminated.

192

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Elements of Compensation

Base Salary

Our Board reviews and determines base salary levels and potential changes on an as-needed basis. The base salaries for our named executive officers did not change in the 2023 fiscal year. The base salary for each of the named executive officers during the 2023 fiscal year was as follows:

Named Executive Officer	2023 Fiscal Year Base Salary
Darko Dejanovic	$	1,500,000
Alberto Cairo	$	334,750
Jing Liao	$	550,000
John Suchecki	$	425,000
Nihar Malik	$	450,000
Ron Rogozinski	$	275,000

Our Board believes that the base salaries appropriately reflect each named executive officer’s relative experience, skills, knowledge, past performance, and responsibilities. In setting base salaries, our Board has historically, in consultation with the Chief Executive Officer for all executive officers other than the Chief Executive Officer, taken into consideration our overall financial and operating performance in the prior year, our company-wide target for base salary increases for all employees, competitive salary information, inflation, changes in the scope of an executive officer’s job responsibilities, other components of compensation, and other relevant factors.

As described above, we entered into a Secondment Agreement with Vista Management. We currently reimburse Vista Management for 95% of the annual base salary, bonus, and benefits Vista Management provides to Mr. Dejanovic. In respect of Mr. Dejanovic’s base salary and his monthly benefit premiums that were paid by Vista Management during Vista Management’s fiscal year ended December 31, 2023, we reimbursed $365,000 to Vista Management in the 2023 fiscal year, $974,000 to Vista Management following the 2023 fiscal year, and we expect to reimburse $122,000 to Vista Management.

Annual Cash Incentives

In addition to receiving base salaries, each of our named executive officers, other than Mr. Dejanovic, is eligible to receive an annual incentive payment each year pursuant to our annual bonus plan. Our annual bonus plan is designated to create a link between executive compensation and our annual performance and to reward the named executive officers when we meet our annual performance goals.

Historically, we have set target bonus amounts for our named executive officers on an annual basis, or at the commencement of a named executive officer’s hire. These amounts are usually expressed as an amount in cash determined on an individual basis as a percentage of base salary, which we felt was appropriate based on individual negotiations with each named executive officer and considering factors such as compensation opportunities that these executive officers were foregoing from their prior employees, the executive officer’s anticipated role critically relative to others at the Company, and the determination of our Chief Executive Officer.

Under our 2023 fiscal year Annual Incentive Plan (which we refer to as the “Annual Incentive Plan”), the annual bonus reflects two sets of performance factors—corporate performance, consisting of revenue and Adjusted EBITDA, and individual performance. Our Board may, in its sole discretion, determine the funding of the Annual Incentive Plan based on our performance and require minimum and maximum levels of achievement of financial performance for our named executive officers to be eligible to receive any annual bonus. The actual amount of the bonus pool that is funded is determined by the Board based on the satisfaction of such pre-established corporate performance metrics. The allocation of the funded bonus pool among the participants may be adjusted upward or downward by our Chief Executive Officer in his sole discretion, based on each participant’s individual performance and taking into consideration many strategic factors that may materially

193

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

benefit the success of the company, subject to approval by our Board. Our Chief Executive Officer may grant an annual bonus to a participant even if the minimum company financial performance metrics are not achieved. In general, we consider our company goals for the 2023 fiscal year to have been challenging, but achievable. The Board determined the overall Company financial performance under the Annual Incentive Plan for the 2023 fiscal year in fiscal 2024. Our Chief Executive Officer then assessed the performance of our named executive officers, other than our Chief Executive Officer, on an individual and collective basis, based upon their contributions to the success of our operational, financial, and product strategy transformation activities during the 2023 fiscal year. These individual performance assessments were then reviewed and ratified by the Board. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for more information regarding our calculation of Adjusted EBITDA.

For the 2023 fiscal year, the target incentive payout amounts and actual bonus payment amounts for each of the named executive officers, other than Mr. Dejanovic, were as follows:

Named Executive Officer	Annual Incentive Target (% of Base Salary)			Base Salary ($)		Bonus Amount Earned ($)(1)
Darko Dejanovic		—			—		—
Alberto Cairo		75	%	$	334,750	$	300,000
Jing Liao		100	%	$	550,000	$	550,000
John Suchecki		50	%	$	425,000	$	250,000
Nihar Malik		75	%	$	450,000	$	275,000
Ron Rogozinski		50	%	$	275,000		—

(1) The amounts reported in this column represent annual incentive bonuses paid in respect of the 2023 fiscal year under the Annual Incentive Plan. Mr. Rogozinski did not earn any annual incentive bonus in respect of the 2023 fiscal year.

Mr. Dejanovic is eligible to earn a discretionary annual bonus from Vista Management, which is calculated and paid on a calendar year basis. In accordance with the Secondment Agreement, we reimbursed Vista Management $3,800,000 in respect of Mr. Dejanovic’s bonus that was paid by Vista Management during Vista Management’s fiscal year ended December 31, 2022.

Long-Term Incentives

Our Board believes that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, our Board believes that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent. To that end, we have awarded equity-based compensation in the form of stock options (which we refer to as “Options) pursuant to the 2016 Plan and one or more underlying award agreements and, in the case of Ms. Liao, restricted stock units (which we refer to as “RSUs”) pursuant to the 2016 Plan and one or more underlying award agreements.

In general, each named executive officer (other than Ms. Liao) was provided with an equity grant in the form of Options when he joined the Company and in the form of RSUs for Ms. Liao, in each case, based upon his or her position with us and his or her relevant prior experience. Equity grants have historically been a product of negotiations between the named executive officers and our Board and based on a variety of informal internal factors, including our financial condition and available resources, as well as external considerations, such as the competitive market equity grant size for corresponding positions with comparable geographic areas and companies of similar size and stage of development in our industry. Our Board also considers the named

194

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

executive officer’s current position with the Company, the size of his total compensation package, and the amount of existing vested and unvested equity awards, if any, then held by the named executive officer. No formal benchmarking efforts are made by our Board with respect to the size of equity grants made to our named executive officers. We anticipate that upon completion of this offering, our Compensation Committee will, subject to approval by our Board as deemed necessary by the Compensation Committee, determine the size and terms and conditions of equity grants to our named executive officers in accordance with the terms of the 2024 Omnibus Incentive Plan (which we refer to as the “2024 Plan”).

Historically, 47% of the Options granted to our named executive officers in the 2019 fiscal year are subject to time-based vesting criteria (which we refer to as “Service Options”), 20% of the Options are subject to performance-based vesting criteria (which we refer to as “Value Options”), and 33% of the Options are subject to stretch performance-based vesting criteria (which we refer to as “Stretch Value Options”). Specifically, (i) the Service Options vest as to 25% of the Service Options on the date of grant or a specified vesting commencement date, with an additional 4.6875% vesting on the last day of each calendar quarter over the subsequent four years, (ii) the Value Options vest 100% upon Vista’s achievement of a total equity return multiple equal to or greater than a specified amount, with vesting based on a straight-line basis between 0% to 100% if a threshold total equity return multiple level is achieved, and (iii) the Stretch Value Options vest 100% upon Vista’s achievement of a total equity return multiple equal to or greater than a specified amount, with vesting based on a straight-line basis between 0% to 100% if a target total equity return multiple is achieved, in each case, subject to our named executive officer’s continued service with the Company.

In addition, 50% of the Options granted to our named executive officers in the 2021 fiscal year are Service Options, 25% of the Options are subject to performance-based vesting criteria (which we refer to as “Return Target Options”), and 25% of the Options are subject to quarterly performance-based vesting criteria (which we refer to as the “Value Creation Options”). Specifically, (i) the Service Options vest as to 25% of the Service Options on the first anniversary of the date of grant, with an additional 6.25% vesting on the last day of each calendar quarter over the subsequent three years, (ii) the Return Target Options vest 50% upon Vista’s achievement of a total equity return multiple equal to or greater than a specified amount, but less than a higher specified amount, and 100% vest upon Vista’s achievement of a total equity return multiple equal to or greater than the higher specified amount, and (iii) the Value Creation Options vest if the Adjusted EBITDA for the 12-month period ending on the last day of a quarter equals or exceeds the trailing 12-month Adjusted EBITDA target, in each case, subject to our named executive officer’s continued service with the Company. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for more information regarding our calculation of Adjusted EBITDA. The Service Options granted to Mr. Dejanovic in the 2021 fiscal year vested as to 12.5% of the Service Options on the date of grant, and the balance of the Service Options will vest as to an additional 6.25% of the Service Options on the last day of each calendar quarter thereafter, starting on July 31, 2020, subject to Mr. Dejanovic’s continued service with the Company.

The maximum term of the Options is ten years following the date of grant. Subject to certain exceptions set forth in the applicable award agreement, unvested Options will automatically expire upon the date of a grantee’s termination of employment. Vested Options will generally expire six months following the termination of a grantee’s employment by the Company without cause, by the grantee for good reason, or due to a grantee’s death or disability, and 90 days following the termination of a grantee’s employment for any other reason (other than for cause). All options (vested and unvested) will be forfeited upon a termination of the grantee’s employment for cause.

The combination of time-based and performance-based vesting of the Options is designed to compensate executive officers for their long-term commitment to us, while motivating sustained increases in our financial performance and helping ensure the stockholders have received an appropriate return on their invested capital.

In October 2022, our Board approved the repurchase of up to 50% of vested Options held by the named executive officers at a price per share equal to $3,000 per share (less the applicable exercise price and any applicable tax withholding) to provide a limited amount of liquidity to our named executive officers. The Company

195

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

repurchased 50% of the vested Options held by the named executive officers on October 31, 2022, at a price per share equal to $3,000 per share.

The RSUs granted to Ms. Liao in connection with her commencement of employment in the 2022 fiscal year vest as to 8.33% of the RSUs at the end of each three month period following the date of grant over a three year period, subject to Ms. Liao’s continued service with us through each applicable vesting date. Vested RSUs are settled for shares of Common Stock within 30 days of the applicable vesting date. If Ms. Liao’s employment terminates without “cause”, by Ms. Liao for “good reason”, or due to Ms. Liao’s death or disability, the RSUs that would have vested during the 12-month period immediately following the date of such termination of employment had she remained employed with us during such period will vest.

Other Executive Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible employees:

• health insurance;

• vacation, personal holidays and sick days;

• life insurance and supplemental life insurance;

• short-term and long-term disability; and

• a 401(k) plan with matching contributions.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Mr. Dejanovic did not participate in any benefit plans sponsored by the Company during the 2023 fiscal year. Instead, he received a standard complement of benefits from Vista Management.

Other Practices, Policies, and Guidelines

Employment Agreements with Named Executive Officers

Solera Holdings, Inc. has entered into employment agreements or offer letters, as applicable, with each of our named executive officers (except Mr. Dejanovic), that memorialize each executive’s base salary, target bonus opportunity, and eligibility to participate in our benefit plans generally. In addition to the key terms summarized below, Mr. Suchecki’s employment agreement provides for certain severance benefits upon a resignation by such named executive officer for “good reason” or upon a termination of employment by the Company without “cause” and Mr. Malik’s offer letter provides for certain severance benefits upon a termination of employment by the Company without “cause.” The employment agreements for Ms. Liao and Mr. Cairo do not provide for any severance payments or benefits upon any termination of employment. See “—Potential Payments upon Termination or Change in Control—Employment Agreements and Offer Letters” below for more details regarding the severance benefits that each named executive officer is eligible to receive.

Each named executive officer (except Mr. Dejanovic and Ms. Liao) is party to an Employee Proprietary Information Agreement, which provides for the following restrictive covenants: (i) perpetual confidentiality, (ii) assignment of intellectual property, and (iii) non-solicitation and non-hire of employees or consultants during his employment period and for a period of 12 months following termination of such employment. In addition, Messrs. Cairo and Malik are parties to a Non-Competition and Non-Solicitation Agreement, which provides for the following restrictive covenants: (A) a non-competition covenant during his employment period and for a period of 12 months following termination of such employment, (B) non-solicitation of employees and customers during his employment period and for a period of 12 months following termination of such employment, and (C) a non-disparagement covenant during his employment and for a period of two years following termination of

196

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

such employment. Ms. Liao is party to an Employment and Restrictive Covenants Agreement, which provides for the following restrictive covenants: (i) perpetual confidentiality, (ii) assignment of intellectual property, (iii) a perpetual non-disparagement covenant, (iv) a non-competition covenant during her employment period, and (v) non-solicitation of employees and customers during her employment period and for a period of 24 months following termination of such employment.

As described above, we entered into a Secondment Agreement with Vista Management. We currently reimburse Vista Management for 95% of the annual base salary, bonus, and benefits Vista Management provides to Mr. Dejanovic.

Retirement Benefits

We do not have any special executive retirement plans. We sponsor a tax-qualified employee savings and retirement plan, or 401(k) plan, which covers most employees in the U.S. who satisfy certain eligibility requirements relating to minimum age and length of service.

Stockholders Say-on-Pay and Say-on Frequency Vote

Our stockholders will have their first opportunity to cast an advisory vote to approve our named executive officers’ compensation at our next annual meeting of stockholders and to determine the frequency of these advisory votes. In the future, we intend to consider the outcome of the say-on-pay and say-on-frequency votes when making compensation decisions regarding our named executive officers.

197

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Compensation Program Following this Offering

We believe that, following this offering, we will have more flexibility in designing compensation programs to attract, motivate, and retain our executives, including permitting us to regularly compensate executives with non-cash compensation reflective of our stock performance in relation to a comparator group in the form of publicly traded equity. Accordingly, as described below in “—2024 Omnibus Incentive Plan,” we expect the 2024 Plan to be more suitable for a public company.

While we are still in the process of determining specific details of the compensation program that will take effect following this offering, it is anticipated that our compensation program following this offering will be based on the same principles and designed to achieve the same objectives as our current compensation program.

2024 Omnibus Incentive Plan

Prior to the consummation of this offering, we anticipate that our Board will adopt, and our stockholders will approve, the 2024 Plan, pursuant to which employees, consultants and directors of our company and our affiliates performing services for us, including our executive officers, will be eligible to receive awards. We anticipate that the 2024 Plan will provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other share-based awards, other cash-based awards, substitute awards, and performance awards intended to align the interests of participants with those of our stockholders. The following description of the 2024 Plan is based on the form we anticipate will be adopted, but since the 2024 Plan has not yet been adopted, the provisions remain subject to change. As a result, the following description is qualified in its entirety by reference to the final 2024 Plan once adopted, a copy of which in substantially final form has been filed as an exhibit to the registration statement of which this prospectus is a part.

Share Reserve

In connection with its approval by our Board and adoption by our stockholders, we will reserve      shares of our Class A common stock (referred to as “our common stock” for purposes of this 2024 Plan description) for issuance under the 2024 Plan. The share reserve will automatically increase on      of each year by     % of the number of shares outstanding on      of the preceding calendar year. In addition, the following shares of our common stock will again be available for grant or issuance under the 2024 Plan:

• shares subject to awards granted under the 2024 Plan that are subsequently forfeited or cancelled;

• shares subject to awards granted under the 2024 Plan that otherwise terminate without shares being exercised;

• shares subject to awards granted under the 2024 Plan issued in assumption of, or in substitution for, outstanding awards granted by an acquired entity; and

• shares surrendered, cancelled or exchanged for cash, including shares surrendered to pay the exercise price or withholding taxes associated with the award.

Administration

The 2024 Plan will be administered by our Compensation Committee. The Compensation Committee has the authority to construe and interpret the 2024 Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan. Awards under the 2024 Plan may be made subject to “performance goals” and other terms.

Eligibility

Our employees, consultants and non-employee directors, and employees, consultants and non-employee directors of our affiliates, will be eligible to receive awards under the 2024 Plan. The Compensation Committee

198

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

will determine who will receive awards, and the terms and conditions associated with such award. As of     , 2024, there were approximately      active employees and no consultants who would be eligible to participate in the 2024 Plan. Our independent directors will also be eligible to participate in the plan following the consummation of this offering.

Term

The 2024 Plan will terminate on the tenth anniversary of the earlier of (a) the date on which the Board approves the 2024 Plan and (b) the date on which our stockholders approve the 2024 Plan, unless it is terminated earlier by our Board.

Award Forms and Limitations

The 2024 Plan authorizes the award of stock options, stock appreciation rights, restricted shares, performance awards and other share-based and cash-based awards. An aggregate of      shares of our common stock will be available for issuance under awards granted pursuant to the 2024 Plan. For stock options that are intended to qualify as incentive stock options (which we refer to as “ISOs”), under Section 422 of the Code, the maximum number of shares subject to ISO awards shall be     .

Stock Options

The 2024 Plan provides for the grant of ISOs only to our employees. All options other than ISOs may be granted to our employees, non-employee directors and consultants. The exercise price of each option to purchase our shares of common stock must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of ISOs granted to 10% or more stockholders must be at least equal to 110% of the fair market value of our common stock on the date of grant. Options granted under the 2024 Plan may be exercisable at such times and subject to such terms and conditions as the Compensation Committee determines. The maximum term of options granted under the 2024 Plan is 10 years (five years in the case of ISOs granted to 10% or more stockholders).

Stock Appreciation Rights

Stock appreciation rights provide for a payment, or payments, in cash or common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the fair market value of shares of our common stock on the date that the stock appreciation rights were granted. The exercise price must be at least equal to the fair market value of our common stock on the date the stock appreciation right is granted. Stock appreciation rights may vest based on time or achievement of performance conditions, as determined by the Compensation Committee in its discretion.

Restricted Stock

The Compensation Committee may grant awards consisting of shares of our common stock subject to restrictions on sale and transfer. The price (if any) paid by a participant for a restricted stock award will be determined by the Compensation Committee. The Compensation Committee may condition the grant or vesting of shares of restricted stock on the achievement of performance conditions, the satisfaction of a time-based vesting schedule and/or other criteria.

Performance Awards

A performance award is an award that becomes payable upon the attainment of specific performance goals. A performance award may become payable in cash or in shares of our common stock. The Compensation Committee may require the forfeiture of these awards prior to settlement due to termination of a participant’s employment or failure to achieve the performance conditions.

199

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Other Share-Based and Cash-Based Awards

The Compensation Committee may grant other share-based and cash-based awards to participants in amounts and on terms and conditions determined by it in its discretion. Share-based and cash-based awards may be granted subject to vesting conditions or awarded without being subject to conditions or restrictions.

Additional Provisions

Awards granted under the 2024 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, or as determined by the Compensation Committee. Unless otherwise restricted by our Committee, awards that are non-ISOs or SARs may be exercised during the lifetime of the optionee only by the optionee. The Compensation Committee may determine that non-ISOs may be transferred to certain family members of an optionee, on terms and conditions specified by the Compensation Committee. Awards that are ISOs may be exercised during the lifetime of the optionee only by the optionee.

In the event of a change of control (as defined in the 2024 Plan), the Compensation Committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the fair market value of each share of common stock subject to such award as of the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated. All awards will be equitably adjusted in the case of the division of stock and similar transactions.

200

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Summary Compensation Table

The following table sets forth the compensation award to, earned by, or paid to our named executive officers during the 2023 fiscal year.

Name and Principal Position	Year		Salary (1)		Bonus (2)			Option Awards (3)		Stock Awards (4)		Non-Equity Incentive Plan Compensations (5)		All Other Compensation (6)		Total
Darko Dejanovic		2023	$	1,500,000	$	4,000,000		$	—	$	—	$	—	$	4,561	$	5,504,561
Chief Executive Officer		2022	$	1,500,000	$	1,500,000		$	—	$	—	$	—	$	—	$	3,000,000
		2021	$	1,500,000	$	1,500,000		$	15,541,750	$	—	$	—	$	—	$	18,541,750
Alberto Cairo Chief Financial Officer and Managing Director, North America		2023	$	341,188	$	—		$	—	$	—	$	300,000	$	107,482	$	748,670
Jing Liao		2023	$	560,577	$	—		$	—	$	—	$	550,000	$	117,617	$	1,228,194
Chief Administration Officer		2022	$	408,270	$	5,013,750		$	—	$	10,370,335	$	900,000	$	52,056	$	16,744,411
John Suchecki		2023	$	433,173	$	—		$	—	$	—	$	250,000	$	95,353	$	778,526
Chief Information Officer		2022	$	380,769	$	—		$	—	$	—	$	400,000	$	46,761	$	827,530
		2021	$	272,596	$	—		$	3,552,400	$	—	$	250,000	$	10,587	$	4,085,583
Nihar Malik Chief Product Transformation Officer		2023	$	458,654	$	—		$	—	$	—	$	275,000	$	105,258	$	838,912
Ron Rogozinski		2023	$	261,250	$	—		$	—	$	—	$	—	$	101,130	$	362,380
Former Chief Financial Officer, Treasurer, and Assistant Secretary		2022	$	275,000	$	—		$	—	$	—	$	400,000	$	60,869	$	735,869
		2021	$	275,001	$	350,000	(7)	$	666,075	$	—	$	250,000	$	34,749	$	1,575,825

(1) The amounts reported in the “Salary” column are the salaries actually paid to the named executive officers (other than Mr. Dejanovic) for the 2021, 2022 and 2023 fiscal years. During the 2021, 2022 and 2023 fiscal years, Mr. Dejanovic was employed by Vista Management and seconded to Solera. Vista Management paid $1,500,000 in annual base salary to Mr. Dejanovic during Vista Management’s fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023, equivalent to what Mr. Dejanovic’s base salary at Solera is expected to be on a go forward basis, and Mr. Dejanovic participated in various benefit plans through Vista Management. We reimbursed Vista Management for 95% of Mr. Dejanovic’s base salary and his monthly benefit premiums that were paid by Vista Management, in each case during the term of Mr. Dejanovic’s service to Solera. In respect of Mr. Dejanovic’s base salary and his monthly benefit premiums that were paid by Vista Management during Vista Management’s fiscal year ended December 31, 2023, we reimbursed $365,000 to Vista Management in the 2023 fiscal year and $974,000 to Vista Management following the 2023 fiscal year, and we expect to reimburse $122,000 to Vista Management.

(2) For Ms. Liao, this amount represents the value of her $4,713,750 signing bonus paid to her on June 18, 2021 and an additional one-time bonus payment of $300,000 paid to her in December of 2021. For Mr. Dejanovic, the amounts reported in the “Bonus” column represent the amount of his bonus from Vista Management earned during Vista Management’s fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022. We reimbursed 95% of the bonus paid to Mr. Dejanovic by Vista Management in respect of Vista Management’s fiscal year ended December 31, 2022.

(3) No Options were granted to any of our named executive officers in the 2022 fiscal year or the 2023 fiscal year.

(4) Represents the aggregate grant date fair values of awards of RSUs and fully vested Common Stock granted to Ms. Liao in the 2022 fiscal year, computed in accordance with FASB ASC Topic 718.

(5) The amounts reported in this column represent annual incentive bonuses payable for the 2021 fiscal year, the 2022 fiscal year and the 2023 fiscal year under the Annual Incentive Plan.

201

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

(6) All Other Compensation for the 2023 fiscal year consisted of the following:

2023 Fiscal Year All Other Compensation Items	Darko Dejanovic (a)			Alberto Cairo			Jing Liao			John Suchecki			Nihar Malik			Ron Rogozinski
Medical, dental and vision insurance premiums		—		$	20,628		$	20,770			—		$	20,628		$	19,035
Life insurance premiums		—		$	430		$	430		$	804		$	211		$	430
Short- and long-term disability premiums		—		$	400		$	400		$	400		$	400		$	371
Company 401(k) contributions		—		$	10,614		$	10,614		$	10,614		$	7,730		$	10,614
Company HSA contributions		—		$	1,440		$	2,365			—		$	2,052		$	2,052
Misc/Other	$	4,561	(b)	$	73,970	(c)	$	83,038	(d)	$	83,535	(e)	$	74,237	(f)	$	68,628	(g)
Total all other compensation	$	4,561		$	107,482		$	117,617		$	95,353		$	105,258		$	101,130

(a) Mr. Dejanovic did not participate in any benefit plans sponsored by the Company during the 2023 fiscal year.

(b) Represents the value of Mr. Dejanovic’s company physical examination.

(c) Represents the value of Mr. Cairo’s annual allowance in respect of the 2022 fiscal year ($32,646) and the 2023 fiscal year ($36,134) that were paid to Mr. Cairo in the 2023 fiscal year and company physical examination ($5,190).

(d) Represents the value of Ms. Liao’s annual allowance in respect of the 2022 fiscal year ($32,976) and the 2023 fiscal year ($36,134) that were paid to Ms. Jing in the 2023 fiscal year and company physical examination ($13,928).

(e) Represents the value of Mr. Suchecki’s annual allowance in respect of the 2022 fiscal year ($36,934) and the 2023 fiscal year ($41,334) that were paid to Mr. Suchecki in the 2023 fiscal year and company physical examination ($5,267).

(f) Represents the value of Mr. Malik’s annual allowance in respect of the 2022 fiscal year ($32,976) and the 2023 fiscal year ($36,134) that were paid to Mr. Malik in the 2023 fiscal year and company physical examination ($5,127).

(g) Represents the value of Mr. Rogozinski’s annual allowance in respect of the 2022 fiscal year ($32,494) and the 2023 fiscal year ($36,134) that were paid to Mr. Rogozinski in the 2023 fiscal year.

(7) For Mr. Rogozinski, the bonus amount reported reflects a $350,000 cash payment we made to Mr. Rogozinski on April 11, 2020 in consideration of foregone equity from his prior employer.

202

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Grants of Plan-Based Awards

The following table shows all plan-based awards granted to our named executive officers during the 2023 fiscal year.

Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan						All Other Stock Awards; Number of Shares of Stock or Units (#)		Grant Date Fair Value Stock and Option Awards ($)
			Threshold ($)(1)		Target ($)(1)		Maximum ($)(1)
Darko Dejanovic		—		—		—		—		—		—
Alberto Cairo		—		—		337,500		—		—		—
Jing Liao		—		—		550,000		—		—		—
John Suchecki		—		—		212,500		—		—		—
Nihar Malik		—		—		337,500		—		—		—
Ron Rogozinski		—		—		—		—		—		—

(1) Represents potential payouts of non-equity incentive plan awards for the 2023 fiscal year as set forth in our Annual Incentive Plan. Actual amounts paid to our named executive officers (except Mr. Dejanovic) are disclosed in the Summary Compensation Table above under the heading “Non-Equity Incentive Plan Compensation.” There are no threshold levels applicable to our Annual Incentive Plan listed in this table, and none of our equity incentive plan awards contain maximum levels. Mr. Dejanovic is eligible to earn a discretionary bonus from Vista Management, of which Solera reimburses Vista Management for 95% of the amount. In accordance with the Secondment Agreement, we reimbursed Vista Management $3,800,000 in respect of Mr. Dejanovic’s bonus that was paid by Vista Management during Vista Management’s fiscal year ended December 31, 2022. Mr. Rogozinski, our former Chief Financial Officer, resigned his employment with us on February 28, 2023, and did not receive any payout under our non-equity incentive plan in respect of the 2023 fiscal year.

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information regarding the outstanding equity awards held by our named executive officers as of March 31, 2023. Mr. Rogozinski did not hold any outstanding equity awards as of March 31, 2023.

					Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Options Exercisable		Number of Securities Underlying Options Unexercisable(1)		Number of Securities Underlying Unexercised Unearned Options(2)		Option Exercise Price		Option Expiration Date		Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4)
Darko Dejanovic		April 30, 2020		24,062.50		6,562.50		—	$	1,267.28		April 30, 2030		—		—
Alberto Cairo		July 28, 2020		546.50		375.00		—	$	1,267.00		July 28, 2030		—		—
Jing Liao		July 22, 2021		—		—		—		—		—		1,120.50	$	3,498,088.95
John Suchecki		June 23, 2020		4,750.00		2,500.00		—	$	1,267.00		June 23, 2030		—		—
Nihar Malik		December 31, 2018		135.88		14.63		218.00	$	1,255.28		December 31, 2028		—		—
		July 28, 2020		820.50		562.50		—	$	1,267.00		July 28, 2030		—		—

(1) The Options disclosed in this column are Service Options that are subject to service-based vesting requirements as follows: (i) Service Options granted in the 2019 fiscal year vest as to 25% of the Service Options on the date of grant or a specified vesting commencement date, with an additional 4.6875% vesting on the last day of each calendar quarter over the subsequent four years and (ii) with respect to all named executive officers other than Mr. Dejanovic, the Service Options granted in the 2021 fiscal year vest as to 25% of the Service Options on the first anniversary of the date of grant, with an additional 6.25% vesting on the last day of each calendar quarter over the subsequent three years, in each case, subject to our named executive officer’s continued service with the Company.

(2) The Options disclosed in this column are Stretch Value Options granted in the 2019 fiscal year that vest 100% upon Vista’s achievement of a total equity return multiple equal to or greater than a specified amount, with vesting based on a straight-line basis between 0% to 100% if a target total equity return multiple is not achieved.

(3) The stock awards disclosed in this column are RSUs granted to Ms. Liao in the 2022 fiscal year that are subject to time-based vesting criteria, specifically the RSUs vest as to 8.33% of the RSUs at the end of each three month period following the date of grant over a three year period. Vested RSUs are settled for shares of Common Stock within 30 days of the applicable vesting date.

(4) Represents the aggregate grant date fair values of the Common Shares underlying the RSUs, computed in accordance with FASB ASC Topic 718.

203

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Option Exercises and Stock Vested

The table below sets forth certain information regarding the vesting of equity awards held by our named executive officers as of March 31, 2023. With the exception of Mr. Rogozinski, no Options were exercised by our named executive officers during the 2023 fiscal year.

Name	Number of Shares Acquired on Exercise (#)(1)			Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Darko Dejanovic		17,500.00			30,327,500.00		—			—
Alberto Cairo		484.50			839,107.52		—			—
Jing Liao		—			—		747	(3)		2,027,656.80
John Suchecki		3,750.00			6,498,750.00		—			—
Nihar Malik		857.00			1,486,870.00		—			—
Ron Rogozinski		2,470.00			4,723,180.00		—			—
		2,564.25	(2)		3,403,647.86		—			—

(1) In October 2022, our Board approved the repurchase of up to 50% of vested Options held by the named executive officers at a price per share equal to $3,000 (less the applicable exercise price and any applicable tax withholding) to provide a limited amount of liquidity to our named executive officers. The Company repurchased 50% of the vested Options held by the named executive officers on October 31, 2022, at a price per share equal to $3,000 per share.

(2) On February 7, 2023, Mr. Rogozinski elected a cashless exercise of 2,564.25 vested Options at a price per share equal $2,421.60. As a result of this cashless exercise, Mr. Rogozinski was issued 909 shares of Common Stock and received a payment of $3,050.47 in lieu of fractional shares of Common Stock.

(3) 186.75 of Ms. Liao’s RSUs vested on April 22, 2022, July 22, 2022, October 22, 2022, and January 22, 2023. The RSUs were settled in Common Stock with a per share value of $2,804.60, $2,826.80, $2,804,60, and $2,421.60, respectively.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension plan sponsored by us during the 2023 fiscal year.

Nonqualified Deferred Compensation

None of our named executive officers participated in a nonqualified deferred compensation plan sponsored by us during the 2023 fiscal year.

Potential Payments upon Termination or Change in Control

We provide severance protections to our executive officers and change of control benefits for certain of our executive officers.

Employment Agreements and Offer Letters

The employment agreement for Mr. Suchecki provides that, upon a termination of the named executive officer’s employment by the Company without “cause” or by the named executive officer with “good reason,” each as defined therein, subject to his execution of a fully effective release of claims in favor of the Company and continued compliance with applicable restrictive covenants, the named executive officer is eligible to receive certain severance payments and benefits as described below. The offer letter for Mr. Malik provides that, upon a termination of the named executive officer’s employment by the Company without “cause,” as defined therein, subject to his execution of a fully effective release of claims in favor of the Company, the named executive officer is eligible to receive certain severance payments and benefits as described below. For Messrs. Suchecki

204

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

and Malik, such severance payments and benefits are as follows: (a) six months of base salary continuation and (b) for Mr. Suchecki, solely to the extent approved by the Board, a prorated bonus based on actual performance for the year in which such termination occurs. The employment agreements for Ms. Liao and Mr. Cairo do not provide for any severance payments or benefits upon any termination of employment.

2016 Plan

Under the terms of the award agreements issued to our named executive officers under the 2016 Plan, Service Options and Value Creation Options granted to our named executive officers automatically vest in the event of a “change in control” of the Company (as defined in the 2016 Plan).

In connection with recognition of their performance in implementing the Company’s operational and financial transformation restructuring activities, as well as the acquisition of Omnitracs and DealerSocket, our Board accelerated the vesting of 100% of the named executive officers’ unvested Value Options, Return Target Options and Value Creation Options. The Stretch Value Options have an opportunity to vest in connection with a change in control based on Vista’s achievement of a total equity return multiple equal to or greater than a specified amount, with vesting based on a straight-line basis between 0% to 100% if a threshold total equity return multiple is achieved, in each case, subject to our named executive officer’s continued service with the Company through such change in control.

Upon a termination of employment or service with the Company due to a termination without “cause,” by the named executive officer with “good reason,” or due to the named executive officer’s death or disability (each such termination, a “Qualifying Termination”), (i) (A) the unvested Service Options granted in the 2019 fiscal year will be forfeited and (B) the Stretch Value Options granted in the 2019 fiscal year will vest using the fair market value of the Company on the date of termination, assuming a “wind up date” (as defined therein) occurs on date of termination, to determine the total equity return multiple, multiplied by a fraction, the numerator of which is the number of complete three-month anniversaries of the date of grant through the termination date, and the denominator of which is 20; (ii) the Service Options granted in the 2021 fiscal year that would have vested during the 12-month period immediately following the termination date had our named executive officers remained employed or engaged by the Company during such period will vest as of the termination date and (iii) the RSUs granted to Ms. Liao that would have vested during the 12-month period immediately following the termination date had Ms. Liao remained employed or engaged by the Company during such period will vest as of the termination date.

205

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The following table sets forth quantitative information with respect to potential payments to each of the named executive officers upon termination in various circumstances, assuming termination on March 31, 2023. The amounts included in the table do not include amounts otherwise due and owing to each applicable named executive officer, such as salary or annual bonus earned to date, or payments or benefits generally available to all salaried employees of the Company.

	Benefit	Termination without Cause or for Good Reason(4)			After Change in Control— Termination without Cause or for Good Reason(4)		Voluntary Termination		Death or Disability
Darko Dejanovic(1)	Cash Severance ($)(2)		—			—		—		—
	Equity Awards ($)		12,170,944			12,170,944		—		12,170,944
Alberto Cairo(1)	Cash Severance ($)(2)		—			—		—		—
	Equity Awards ($)		463,725			695,483		—		463,725
Jing Liao(1)	Cash Severance ($)(2)		—			—		—		—
	Equity Awards ($)		2,332,059	(5)		—		—		2,332,059	(5)
John Suchecki	Cash Severance($)(2)		212,500			212,500		—		—
	Equity Awards ($)		3,709,800			4,636,550		—		3,709,800
Nihar Malik	Cash Severance ($)(2)		225,000			225,000		—		—
	Equity Awards ($)		737,751			1,120,127		—		737,751
Ron Rogozinski	Cash Severance ($)(3)		—			—		—		—
	Equity Awards ($)(3)		—			—		—		—

(1) Messrs. Dejanovic and Cairo and Ms. Liao are not entitled to any severance payments or benefits upon his or her termination of service with the Company for any reason.

(2) For each named executive officer, the amounts disclosed in this column represent six months of base salary continuation as provided pursuant to his employment agreement or offer letter, as applicable, upon a termination of employment by the Company without cause or, in the case of Mr. Suchecki, by the named executive officer with good reason. See “—Potential Payments on Termination or Change in Control—Employment Agreements and Offer Letters” above for more details regarding the severance benefits that each named executive officer is eligible to receive.

(3) Mr. Rogozinski, our former Chief Financial Officer, resigned from his employment with us on February 28, 2023.

(4) These amounts reflect the intrinsic value of unvested Options held by each of our named executive officers as of March 31, 2023 that would accelerate upon a change in control of the Company or Qualifying Termination. These amounts are based on a price per share of $3,121.90, the fair market value of a share of our common stock on March 31, 2023.

(5) For Ms. Liao, this amount reflects the value of unvested RSUs that would accelerate and vest during the 12-month period following March 31, 2023, if Ms. Liao’s employment terminates without “cause,” by Ms. Liao for “good reason,” or due to Ms. Liao’s death or disability.

206

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

DIRECTOR COMPENSATION

Jonathan Yaron, David Breach, and Maneet Saroya were non-employee members of our Board during the 2023 fiscal year. We did not pay any compensation or make any equity awards or non-equity awards to any members of our Board during the 2023 fiscal year.

We do not currently have a formal policy with respect to compensation of our non-employee directors for service as directors. Following the completion of this offering, we will implement a formal policy pursuant to which our non-employee directors will be eligible to receive compensation for service on our Board and committees of our Board.

207

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

PRINCIPAL SHAREHOLDERS

The following table sets forth information about the beneficial ownership of our Class A common stock and Class V common stock as of     , 2024, after giving effect to the Organizational Transactions, including this offering, for:

•      each person or group known to us who beneficially owns more than 5% of our Class A common stock or Class V common stock immediately prior to this offering;

•      each of our directors;

•      each of our Named Executive Officers; and

•      all of our directors and executive officers as a group.

The numbers of shares of Class A common stock and Class V common stock (together with the same amount of LLC Units) beneficially owned and percentages of beneficial ownership prior to this offering that are set forth below give effect to the Organizational Transactions. See “Organizational Structure.” The numbers of shares of Class A common stock and Class V common stock (together with the same amount of LLC Units) beneficially owned and percentages of beneficial ownership after this offering that are set forth below are based on      shares of Class A common stock to be issued in connection with this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. This number excludes      shares of Class A common stock issuable in exchange for Class A Units and shares of our Class V common stock, each as described under “Organizational Structure” and “Certain Relationships and Related Party Transactions—Amended and Restated Operating Agreement.” If all outstanding LLC Units were exchanged and all outstanding shares of Class V common stock were cancelled, we would have      shares of Class A common stock outstanding immediately after this offering.

Concurrently with this offering, we will issue to the LLC Unitholders holding Class A Units     shares of Class V common stock. The number of shares of Class V common stock will depend in part on the price at which shares of Class A common stock are sold in this offering. For purposes of the presentation of the total number of shares of Class V common stock beneficially owned, we have assumed that the shares of Class A common stock will be sold at $     per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

208

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Unless otherwise noted below, the address for each beneficial owner listed on the table is 1500 Solana Blvd., Building #6, Suite 6300, Westlake, Texas 76262. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of Class A common stock that they beneficially own, subject to applicable community property laws.

	Shares of Common Stock Beneficially Owned Prior to this Offering					Shares of Common Stock Beneficially Owned After this Offering
Name of Beneficial Owner	Shares of Class A Common Stock	% of Class A Common Stock Outstanding	Shares of Class V Common Stock	% of Class V Common Stock Outstanding	% of Combined Voting Power(1)	Shares of Class A Common Stock	Shares of Class V Common Stock	% of Combined Voting Power Assuming the Underwriters’ Option Is Not Exercised(1)	% of Combined Voting Power Assuming the Underwriters’ Option Is Exercised in Full(1)
5% Shareholders:
Vista Funds(2)
Named Executive Officers and Directors:
Darko Dejanovic
Alberto Cairo
John Suchecki
Jing Liao
David Babin
David A. Breach
Maneet Saroya
Jonathan Yaron
All executive officers and directors as a group (8 individuals)

(1) Each share of Class A common stock and Class V common stock entitles the registered holder thereof to one vote and each share on all matters presented to shareholders for a vote generally, including the election of directors. The Class A common stock and Class V common stock will vote as a single class on all matters except as required by law or the certificate of incorporation.

(2) Includes    shares of Class A common stock and    shares of Class B common stock held directly by Vista Equity Partners Fund IV, L.P. (“VEPF IV”) and    shares of Class A common stock held directly by Vista Equity Partners Fund V, L.P. (“VEPF V”). Vista Equity Partners Fund IV GP, LLC (“Fund IV GP”) is the sole general partner of VEPF IV. Vista Equity Partners Fund V GP, LLC (“Fund V GP”) is the sole general partner of VEPF V. Fund V GP’s senior managing member, VEP Group, LLC (“VEP Group”), is the senior management member of each of Fund V GP and Fund IV GP. Robert F. Smith is the sole director and one of 11 members of Fund IV GP and Fund V GP. VEPF Management, L.P. (“Management Company”) is the sole management company of each of VEPF V and VEPF IV. The Management Company’s sole general partner is VEP Group and the Management Company’s sole limited partner is Vista Equity Partners Management, LLC (“VEPM”). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund IV GP, Fund V GP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares held by Topco LLC. This number excludes    shares of Class A common stock issuable in exchange for LLC Units held by Topco LLC. These shares of Class A common stock represent approximately % of the shares of Class A common stock that would be outstanding immediately after this offering if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time based on the initial public offering price of $    per share. The principal business address of each of VEPF V, VEPF IV, Fund V GP, Fund IV GP, the Management Company, VEPM and VEP Group is c/o Vista Equity Partners, 4 Embarcadero Center, 20th Fl., San Francisco, California 94111. The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.

209

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies for Approval of Related Party Transactions

Prior to completion of this offering, we intend to adopt a policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate:

•      the related person’s relationship to us and interest in the transaction;

•      the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

•      the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;

•      the benefits to us of the proposed transaction;

•      if applicable, the availability of other sources of comparable products or services; and

•      an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our shareholders, as the Audit Committee determines in good faith.

Related Party Transactions

Amended and Restated Operating Agreement

In connection with the completion of this offering, we will amend and restate Topco LLC’s existing operating agreement, which we refer to as the “LLC Operating Agreement.” The operations of Topco LLC and the rights and obligations of the LLC Unitholders will be set forth in the LLC Operating Agreement. See “Organizational Structure—Amended and Restated Operating Agreement of Topco LLC.”

Registration Rights Agreement

In connection with this offering, we intend to enter into a Registration Rights Agreement with certain LLC Unitholders. These LLC Unitholders will be entitled to request that we register their shares of capital stock on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” All of such LLC Unitholders will be entitled to participate in certain of our registered offerings, subject to the restrictions in the Registration Rights Agreement. We will pay expenses in connection with the exercise of these rights. The registration rights described in this paragraph apply to (1) shares of our Class A common stock held by certain LLC Unitholders, Vista and their affiliates, and (2) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the Class A common stock described in clause (1) with respect to any dividend, distribution, recapitalization, reorganization, or certain other corporate transactions (“Registrable Securities”). These registration rights are also for the benefit of any subsequent holder of Registrable Securities; provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 promulgated under the Securities Act (“Rule 144”) or repurchased by us or our subsidiaries. In addition, with the consent of the Company and holders of a majority of Registrable Securities, certain Registrable Securities will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act.

210

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Tax Receivable Agreement

We will enter into a Tax Receivable Agreement with the LLC Unitholders and certain of the legacy shareholders of Solera Global Holding Corp. as of immediately prior to the Organizational Transactions, which will require us to pay to such persons 85% of the amount of the benefits, if any, that we realize or, under certain circumstances, are deemed to realize as a result of (i) Basis Adjustments resulting from purchases of LLC Units from the LLC Unitholders with the proceeds of this offering or exchanges of LLC Units for shares of our Class A common stock or cash in the future, (ii) certain tax attributes of Solera Global Corp., Topco LLC and subsidiaries of Topco LLC that existed prior to this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. These payment obligations are obligations of Solera Global Corp. and not of Topco LLC. See “Organizational Structure—Tax Receivable Agreement.”

Director Nomination Agreement

In connection with this offering, we will enter into a Director Nomination Agreement with Vista and Baring. The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for election to our Board for so long as Vista beneficially owns 40% or more of the Original Amount; (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, in each case, minus the number of designees, if any, Baring and certain entities affiliated with it are entitled to nominate, which could result in representation on our Board that is disproportionate to Vista’s beneficial ownership. Additionally, Baring will have the right to one director for so long as Baring and certain entities affiliated with it beneficially owns 50% or more of the common stock beneficially owned by Baring upon completion of this offering, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization. In each case, Vista’s and Baring’s nominees must comply with applicable law and stock exchange rules. In addition, Vista and Baring shall be entitled to designate the replacement for any of its Board designees whose Board service terminates prior to the end of the director’s term, regardless of Vista’s or Baring’s beneficial ownership at that time. Vista shall also have the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules. The Director Nomination Agreement will also prohibit us from increasing or decreasing the size of our Board without the prior written consent of Vista. This agreement will terminate at such time as Vista controls less than    % of the voting power.

Indemnification of Officers and Directors

Upon completion of this offering, we intend to enter into indemnification agreements with each of our officers and directors. The indemnification agreements will provide the officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law. Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers and directors pursuant to the foregoing agreements, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Relationship with VCG and Companies Controlled by Vista

On June 17, 2019, we and Vista Consulting Group, LLC (“VCG”), an affiliate of Vista, entered into an agreement for consulting services provided related to our operations. Pursuant to this agreement, we have (a)

211

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

utilized VCG, the operating and consulting arm of Vista, for consulting services and executive recruitment, (b) reimbursed (i) VCG for expenses related to participation by our employees in VCG sponsored events and (ii) certain companies controlled by Vista for certain enterprise software licenses we utilized, and (c) paid to Vista and VCG related fees and expenses. We incurred expenses of $9.4 million, $4.2 million and $5.2 million for the 2023, 2022 and 2021 fiscal years, respectively, in connection with services provided by Vista, Vista’s portfolio companies and VCG. Additionally, Omnitracs paid $2.0 million to Vista and Vista’s portfolio companies for the 2020 fiscal year, and had total charges outstanding to Vista portfolio companies of $0.6 million for the 2020 fiscal year. Following our initial public offering, we may continue to engage Vista, VCG and Vista’s portfolio companies from time to time, subject to compliance with our related party transactions policy.

Related Party Note

On November 18, 2021, Solera Global Holding Corp. borrowed a principal amount of $83.4 million from VEPF V Polaris Aggregator, L.P., an affiliate of Vista, pursuant to a promissory note. Interest on the Related Party Note accrues at a rate per annum approximately equal to SOFR plus a margin of 2.10%, payable on the applicable interest payment date, and to the extent interest is not paid in cash, such interest shall be paid-in-kind and added to the principal amount of the Related Party Note. Interest expense incurred for our 2023 fiscal year totaled $4.0 million. The Related Party Note was amended and restated on April 12, 2022 and on April 12, 2023. Prior to the initial amendment and restatement of the Related Party Note, the principal amount of the Related Party Note, together with all accrued and unpaid and uncapitalized interest thereon, was due at maturity on April 13, 2022 and prior to the second amendment and restatement of the Related Party Note, the principal amount of the Related Party Note, together with all accrued and unpaid and uncapitalized interest thereon, was due at maturity on April 13, 2023. Following the second amendment and restatement, the maturity date was extended to April 10, 2024 and the interest rate on the Related Party Note accrues at a rate per annum approximately equal to SOFR plus a margin of 2.10%.

Solera Stockholders

Certain minority stockholders of Solera Global Corp.’s international subsidiaries are also commercial purchasers and users of its software and services. Revenue transactions with all of the individual minority stockholders in the aggregate were less than 10% of Solera Global Corp.’s consolidated revenues for the 2023, 2022 and 2021 fiscal years, respectively. Additionally, aggregate accounts receivable from the minority stockholders represent less than 10% of consolidated accounts receivable as of March 31, 2023, 2022 and 2021, respectively.

Secondment

Mr. Dejanovic replaced Jeffrey R. Tarr, our former chief executive officer who stepped down effective as of November 5, 2019, pursuant to a Secondment Agreement, among us, Mr. Dejanovic, and Vista Equity Partners Management, LLC (“Vista Management”), effective as of November 5, 2019, as amended by (i) that First Amendment to Secondment Agreement, dated as of April 30, 2020 and (ii) that Second Amendment to Secondment Agreement, dated as of May 26, 2022 (collectively, the “Secondment Agreement”). While providing services to the Company during the secondment period, Mr. Dejanovic is under the exclusive direction, control, and supervision of our Board. In recognition of Mr. Dejanovic’s service to us, we reimburse Vista Management for 95% of the base salary, bonus, and benefits that Vista pays or provides to Mr. Dejanovic. In accordance with the Secondment Agreement, the Company reimbursed Vista for $2.0 million, $3.2 million and $2.2 million in respect of Mr. Dejanovic’s base salary, bonus, and benefits for the 2023, 2022 and 2021 fiscal years, respectively. Additionally, in connection with the Second Amendment to the Secondment Agreement, we agreed to reimburse Vista an additional $2.9 million in compensation expense paid by Vista Management to Mr. Dejanovic with respect to his period of service from April 1, 2020 through March 31, 2022. Prior to the consummation of this offering, it is expected that Mr. Dejanovic will become an employee of the Company, will cease to be an employee of Vista Management, and the Secondment Agreement will be terminated.

212

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Omnitracs

During the 2023 and 2022 fiscal years, Omnitracs had sales to Autotrac Comércio e Telecomunicações S/A (“Autotrac”), a Brazilian affiliate of Omnitracs, in the amount of $3.7 million and $3.0 million, respectively, recorded within revenue on the consolidated statements of loss.

213

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

DESCRIPTION OF CERTAIN INDEBTEDNESS

Set forth below is a summary of the terms of the credit agreements governing our indebtedness. This summary is not a complete description of all of the terms of such credit agreements. The credit agreements setting forth the terms and conditions of our senior secured credit facilities are filed as exhibits to the registration statement of which this prospectus forms a part.

On June 4, 2021, we entered into (i) the First Lien Credit Agreement with a syndicate of lenders and Goldman Sachs Lending Partners LLC, as administrative agent, providing for the First Lien Term Loans in an aggregate principal amount of $3,380 million, €1,200 million and £300 million and the super priority Revolving Credit Facility in an agreement principal amount of $500 million and (ii) the Second Lien Credit Agreement with certain lenders and Alter Domus (US) LLC, as administrative agent, providing for the Second Lien Term Loans in an initial aggregate principal amount of $2,500 million, which amounts in each case may be increased or decreased subject to certain conditions. In addition, the Credit Agreements provide for the ability of the borrowers to incur pari passu secured, junior secured or unsecured incremental facilities, up to certain caps based on leverage ratios, consolidated EBITDA levels and prepayment amounts at such time. On March 1, 2022, we entered into the Increase Joinder and Amendment No. 2 to the First Lien Credit Agreement providing for the Incremental First Lien Term Loans in an aggregate principal amount of $300 million, and on May 31, 2023, we entered into the Third Amendment to the Second Lien Credit Agreement to, among other things, (i) permit the interest in respect of the Second Lien Term Loans accrued from February 28, 2023 to August 31, 2023 (the “PIK Period”) to be paid in kind by adding such accrued and unpaid interest to the principal amount of the Second Lien Term Loans and (ii) increase the applicable margin for the Second Lien Term Loans by 1.00% (or 1.25% during the PIK Period). As of March 31, 2023, the aggregate principal amount of the Second Lien Term Loans is $2.5 billion.

With respect to the Revolving Credit Facility under the First Lien Credit Agreement, the credit parties thereunder are subject to a springing financial covenant capping the First Lien Leverage Ratio (as defined therein) at 7.00 to 1.00, which is tested quarterly if the aggregate amount of revolving loans, swing line loans and letter of credit obligations outstanding under the Revolving Credit Facility (net of cash collateralized letters of credit and up to $30 million of non-collateralized undrawn letters of credit) exceeds 35% of the total commitments thereunder.

Interest Rates and Fees

Borrowings under the Credit Facilities (other than borrowings denominated in British pounds sterling) bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to the highest of (i) the rate last quoted by the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 0.50% and (iii) the sum of (a) the adjusted benchmark rate (either adjusted SOFR or adjusted EURIBOR, depending on the currency of the loans) (after giving effect to any applicable adjusted rate “floor” for such tranche of loan) that would be payable on such day for a benchmark rate loan of the same tranche with a one-month interest period plus (b) 1.00% or (2) an adjusted benchmark rate that is subject to, with respect to (w) the Revolving Loans, a 0.00% interest rate floor, (x) the First Lien Term Loans denominated in U.S. dollars, a 0.50% interest rate floor, (y) the First Lien Term Loans denominated in Euros, a 0.00% interest rate floor, and (z) the Second Lien Term Loans, a 1.00% interest rate floor. First Lien Term Loans denominated in British pounds sterling bear interest at a rate equal to an applicable margin plus a rate equal to the sterling overnight index average published by the Bank of England, subject to an interest rate floor of 0.00%. The applicable margin is (v) with respect to Revolving Loans (i) that bear interest with respect to a benchmark rate (other than Loans denominated in British pounds sterling), 3.50%, (ii) that bear interest with respect to the base rate, 2.50% and (iii) that are denominated in British pounds sterling, 4.75%, in each case subject to step-downs based on our most recent First Lien Leverage Ratio, (w) with respect to First Lien Term Loans denominated in U.S. dollars, (i) that bear interest with respect to SOFR, 4.00% (plus a credit spread adjustment of 0.10%) and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if

214

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (x) with respect to First Lien Term Loans denominated in Euros, (i) that bear interest with respect to a eurocurrency rate, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (y) with respect to First Lien Term Loans denominated in British pounds sterling, 5.25%, subject to a 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00 and (z) with respect to Second Lien Term Loans, (i) that bear interest with respect to SOFR, 9.00% (plus a credit spread adjustment of 0.10%) and (ii) that bear interest with respect to the base rate, 8.00%. In addition, the “SOFR” and the “Adjusted EURIBOR Rate” are subject to customary hardwired reference rate replacement provisions.

Voluntary and Mandatory Prepayments

Any borrowing under the Credit Agreements may currently be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs plus, solely in the case of prepayments the Second Lien Term Loans (x) prior to June 4, 2022, a premium of 2.0% of the principal amount of the Second Lien Term Loans so prepaid and (y) prior to June 4, 2023, a premium of 1.0% of the principal amount of the Second Lien Term Loans so prepaid. First Lien Term Loans and Second Lien Term Loans (collectively, “Term Loans”) that are repaid may not be reborrowed, but any amounts repaid under the Revolving Credit Facility may be reborrowed.

The Term Loans are also subject to customary mandatory prepayments using the net proceeds received or retained, as applicable, from certain asset sales and dispositions, casualty events, certain debt issuances (in each case, other than with respect to certain debt issuances, subject to certain reinvestment rights of the borrower) and 50% of year-end excess cash, subject to step-downs to 25% and 0% of excess cash flow at certain leverage-based thresholds.

Final Maturity and Amortization

Under the First Lien Credit Agreement, the Revolving Credit Facility will mature on June 4, 2026, and the First Lien Term Loan Facility will mature on June 2, 2028. The principal amount of the First Lien Term Loans is payable in equal quarterly installments of 0.25% of the aggregate principal amount of the First Lien Term Loans outstanding on the closing date of the First Lien Credit Agreement, with the balance due at maturity. Installment payments on the First Lien Term Loan Facility are due on the last date of each quarter.

The Second Lien Term Loan Facility under the Second Lien Credit Agreement will mature on June 4, 2029. The Second Lien Term Loan Facility does not amortize, and the principal amount of the Second Lien Term Loans is payable at maturity in an amount equal to the aggregate outstanding amount on such date.

Guarantees, Covenants and Events of Default

Subject to certain customary exceptions and limitations, all obligations under the Credit Agreements are guaranteed by Polaris Parent, LLC and its restricted subsidiaries, and such obligations under, and the related guarantees of, the First Lien Term Loan Facility and the super priority Revolving Credit Facility are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by the borrower or by any guarantor, and the same assets secure the obligations under, and the related guarantees of, the Second Lien Term Loan Facility pursuant to a perfected second priority security interest.

The Credit Agreements contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on guarantees and other contingent obligations; limitations on payments, repayments and modifications of subordinated and/or junior secured indebtedness; and limitations on agreements restricting liens and/or dividends.

215

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Part of our growth strategy is to acquire new businesses to complement our existing software and technology capabilities. The covenants in the Credit Agreements may restrict our ability to make acquisitions or enter into business combinations. In connection with permitted acquisitions, the company may generally incur indebtedness to finance an acquisition of any assets, business, product line or other entity (including by way of assuming indebtedness of an acquired entity) up to certain dollar caps as well as indebtedness to provide for indemnification, adjustment of purchase price, earnout or similar obligations. The company may also incur additional indebtedness for general purposes, which may be used for acquisition-related activities, including, based on certain leverage levels, in uncapped amounts. We may generally make investments in similar, ancillary, complementary or related business, by way of acquisition, merger, loans or otherwise, so long as, in the case of acquisitions of or investments in other entities, such entities become restricted subsidiaries that would be subject to certain restrictions under the Credit Agreements, or, in the case of assets, such assets are granted as collateral to the lenders under the Credit Agreements.

We may also make certain investments in entities or assets that do not become restricted by or granted as collateral for the Credit Agreements pursuant to certain exceptions set forth in the Credit Agreements.

Events of default under the Credit Agreements include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document.

As of March 31, 2023, we were in compliance with the terms of the Credit Agreements.

216

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation (our “certificate”) and our amended and restated bylaws (our “bylaws”), as each will be in effect at or prior to the consummation of this offering. The following description may not contain all of the information that is important to you. To understand the material terms of our common stock, you should read our certificate and our bylaws, copies of which are or will be filed with the SEC as exhibits to the registration statement, of which this prospectus is a part.

General

At or prior to the consummation of this offering, we will file our certificate, and we will adopt our by-laws. Our certificate will authorize capital stock consisting of:

• 1,500,000,000 shares of Class A common stock, par value $0.0001 per share;

• 150,000,000 shares of Class V common stock, par value $0.0001 per share; and

• 50,000,000 shares of preferred stock, with a par value per share that may be established by our Board in the applicable certificate of designations.

We are selling    shares of Class A common stock in this offering (    shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock). All shares of our Class A common stock outstanding upon consummation of this offering will be fully paid and non-assessable. We are issuing   shares of Class V common stock to the LLC Unitholders holding Class A Units simultaneously with this offering (    shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock, the proceeds of which would be used to purchase Class A Units from the LLC Unitholders). Upon completion of this offering, we expect to have    shares of Class A common stock outstanding (    shares if the underwriters exercise in full their option to purchase additional shares) and    shares of Class V common stock outstanding (    shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

The following summary describes the material provisions of our capital stock and is qualified in its entirety by reference to our certificate and our bylaws and to the applicable provisions of the DGCL. We urge you to read our certificate and our bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part.

Certain provisions of our certificate and our bylaws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock.

Class A Common Stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. The holders of our Class A common stock do not have cumulative voting rights in the election of directors.

Holders of shares of our Class A common stock will vote together with holders of our Class V common stock as a single class on all matters presented to our shareholders for their vote or approval, except for certain amendments to our certificate described below or as otherwise required by applicable law or our certificate.

217

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Under the DGCL, holders of Class A common stock will be entitled to a separate class vote on amendments to our certificate that (i) change the par value of the Class A common stock, or (ii) adversely affect the rights, power and preferences of the class A common stock.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock.

Class V Common Stock

Holders of shares of our Class V common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. The holders of our Class V common stock do not have cumulative voting rights in the election of directors.

Holders of shares of our Class V common stock will vote together with holders of our Class A common stock as a single class on all matters presented to our shareholders for their vote or approval, except for certain amendments to our certificate described below or as otherwise required by applicable law or our certificate.

Holders of our Class V common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation or the sale of all or substantially all of our assets. Additionally, holders of shares of our Class V common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class V common stock. Any amendment of our certificate that gives holders of our Class V common stock (1) any rights to receive dividends or any other kind of distribution, (2) any right to convert into or be exchanged for Class A common stock or (3) any other economic rights will require, in addition to shareholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class.

Upon the consummation of this offering, the holders of Class A Units will own 100% of our outstanding Class V common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

Preferred Stock

Upon the consummation of this offering, we will have no shares of preferred stock outstanding.

Under the terms of our certificate, our Board is authorized to direct us to issue shares of preferred stock in one or more series without shareholder approval. Our Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our Board to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock, while

218

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A common stock by restricting dividends on the Class A common stock, diluting the voting power of the Class A common stock or subordinating the liquidation rights of the Class A common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A common stock.

LLC Units of Omnitracs Topco, LLC

The LLC Operating Agreement recapitalizes the interests currently held by the existing owners of Topco LLC, by providing for LLC Units consisting of two classes of common ownership interests in Topco LLC (Class B common units held by certain employees and consultants subject to vesting and a participation threshold (“Class B Units”), and Class A common units held by the other Topco LLC owners, including Solera Global Corp. and Vista (“Class A Units”)). The LLC Operating Agreement will also reflect a split of LLC Units such that one Class A Unit can be acquired with the net proceeds received in the initial offering from the sale of one unit of our Class A common stock. Each LLC Unit will entitle the holder to a pro rata share of the net profit and net losses and distributions of Topco LLC. Holders of LLC Units will have no voting rights, except as expressly provided in the LLC Operating Agreement.

The LLC Operating Agreement provides that the holders of Class A Units (and certain permitted transferees thereof) may, pursuant to the terms of the Exchange Agreement, exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. The Exchange Agreement will also provide that holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. As a holder surrenders or exchanges its LLC Units, our interest in Topco LLC will be correspondingly increased by Topco LLC issuing a number of Class A Units to us equal to the number of shares of Class A common stock issued by us. Holders of vested Class B Units will not hold a corresponding share of Class V common stock.

See “Organizational Structure—Amended and Restated Operating Agreement of Topco LLC.”

Holding LLC Units of Solera Global Holding, LLC

Holding LLC is a wholly-owned subsidiary of the Company. The Company owns, directly and indirectly, units representing a 100% economic interest in Holding LLC, and in turn, Holding LLC will own units in Topco LLC, representing a  % economic interest in Topco LLC and will be the sole managing member of Topco LLC and will exclusively operate and control all of Topco LLC’s business and affairs.

Forum Selection

Our certificate will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the U.S. District Court for the District of Delaware) will be the sole and exclusive forum for any state court action for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a

219

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against Solera Global Corp. or any director or officer thereof arising pursuant to any provision of the DGCL, our certificate or our bylaws or (4) any other action asserting a claim against Solera Global Corp. or any director or officer thereof that is governed by the internal affairs doctrine; provided that, for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to the provisions of our certificate described above. However, our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations thereunder. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

Anti-Takeover Provisions

Our certificate, bylaws and the DGCL will contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our Board. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of Class A common stock held by shareholders.

These provisions include:

Classified Board. Our certificate will provide that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our Board will be elected each year. The classification of the directors will have the effect of making it more difficult for shareholders to change the composition of our Board. Our certificate will also provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed exclusively pursuant to a resolution adopted by our Board. Upon completion of this offering, we expect that our Board will have  members.

Shareholder Action by Written Consent. Our certificate will preclude shareholder action by written consent at any time when Vista controls less than 35% in voting power of our outstanding common stock.

Special Meetings of Shareholders. Our certificate and bylaws will provide that, except as required by law, special meetings of our shareholders may be called at any time only by or at the direction of our Board or the chairman of our Board; provided, however, at any time when Vista controls at least 35% in voting power of our outstanding common stock, special meetings of our shareholders shall also be called by our Board or the chairman of our Board at the request of Vista. Our bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of us.

220

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Advance Notice Procedures. Our bylaws will establish advance notice procedures for shareholder proposals and nomination of candidates for election as directors, other than nominations made by or at the direction of our Board or a committee of our Board, and provided, however, that at any time when Vista controls at least 10% of the voting power of our outstanding common stock, such advance notice procedure will not apply to Vista. Shareholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a shareholder who was a shareholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the shareholder’s intention to bring that business before the meeting. Although the bylaws will not give our Board the power to approve or disapprove shareholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us. These provisions do not apply to nominations by Vista pursuant to the Director Nomination Agreement. See “Certain Relationships and Related Party Transactions—Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

Removal of Directors; Vacancies. Our certificate will provide that a director nominated by Vista may be removed with or without cause by Vista; provided, however, that at any time when Vista controls less than 40% in voting power of our outstanding common stock, all directors, including those nominated by Vista, may only be removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of our common stock entitled to vote thereon, voting together as a single class. In addition, our certificate will also provide that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly created directorship on our Board that results from an increase in the number of directors and any vacancies on our Board will be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, or by a sole remaining director (and not by the shareholders).

Supermajority Approval Requirements. Our certificate and bylaws will provide that our Board is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our bylaws without a shareholder vote in any matter not inconsistent with the laws of the State of Delaware and our certificate. For as long as Vista controls at least 50% in voting power of our outstanding common stock, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our stock entitled to vote on such amendment, alteration, change, addition, rescission or repeal. At any time when Vista controls less than 50% in voting power of our outstanding common stock, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the company entitled to vote thereon, voting together as a single class.

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate requires a greater percentage.

Our certificate will provide that the following provisions in our certificate may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 2/3% (as opposed to a majority threshold) in voting power of all the then-outstanding shares of stock entitled to vote thereon, voting together as a single class:

• the provision requiring a 66 2/3% supermajority vote for shareholders to amend our bylaws;

• the provisions providing for a classified board of directors (the election and term of our directors);

• the provisions regarding resignation and removal of directors;

• the provisions regarding entering into business combinations with interested shareholders;

221

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

• the provisions regarding shareholder action by written consent;

• the provisions regarding calling special meetings of shareholders;

• the provisions regarding filling vacancies on our Board and newly created directorships;

• the provision establishing the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation;

• the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and

• the amendment provision requiring that the above provisions be amended only with a 66 2/3% supermajority vote.

The combination of the classification of our Board, the lack of cumulative voting and the supermajority voting requirements will make it more difficult for our existing shareholders to replace our Board as well as for another party to obtain control of us by replacing our Board. Because our Board has the power to retain and discharge our officers, these provisions could also make it more difficult for existing shareholders or another party to effect a change in management.

Authorized but Unissued Shares. Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval, subject to stock exchange rules. These additional shares of capital stock may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. One of the effects of the existence of authorized but unissued common stock or preferred stock may be to enable our Board to issue shares of capital stock to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our shareholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Business Combinations. Upon completion of this offering, we will not be subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested shareholder” for a three-year period following the time that the person becomes an interested shareholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. An “interested shareholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested shareholder status, 15% or more of the corporation’s voting stock.

Under Section 203, a business combination between a corporation and an interested shareholder is prohibited unless it satisfies one of the following conditions: (1) before the shareholder became an interested shareholder, our Board approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder; (2) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or (3) at or after the time the shareholder became an interested shareholder, the business combination was approved by our Board and authorized at an annual or special meeting of the shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested shareholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a shareholders’ amendment approved by at least a majority of the outstanding voting shares.

222

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

We will opt out of Section 203; however, our certificate will contain similar provisions providing that we may not engage in certain “business combinations” with any “interested shareholder” for a three-year period following the time that the shareholder became an interested shareholder, unless:

• prior to such time, our Board approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;

• upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our Board and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested shareholder.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested shareholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our Board because the shareholder approval requirement would be avoided if our Board approves either the business combination or the transaction which results in the shareholder becoming an interested shareholder. These provisions also may have the effect of preventing changes in our Board and may make it more difficult to accomplish transactions which shareholders may otherwise deem to be in their best interests.

Our certificate will provide that Vista, and any of its direct or indirect transferees and any group as to which such persons are a party, do not constitute “interested shareholders” for purposes of this provision.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our certificate will include a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions will be to eliminate the rights of us and our shareholders, through shareholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation will not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Our bylaws will provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We also will be expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance will be useful to attract and retain qualified directors and officers.

The limitation of liability, indemnification and advancement provisions that will be included in our certificate and bylaws may discourage shareholders from bringing a lawsuit against directors for breaches of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

223

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Corporate Opportunity Doctrine

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or shareholders. Our certificate will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to certain of our officers, directors or shareholders or their respective affiliates, other than those officers, directors, shareholders or affiliates who are our or our subsidiaries’ employees. Our certificate will provide that, to the fullest extent permitted by law, neither Vista nor any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its, his or her affiliates will have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Vista or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, himself or herself or its, his or her affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our certificate will not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of Solera Global Corp. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our certificate, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our shareholders will have appraisal rights in connection with a merger or consolidation of Solera Global Corp. Pursuant to the DGCL, shareholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares of capital stock as determined by the Delaware Court of Chancery.

Shareholders’ Derivative Actions

Under the DGCL, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of our shares of capital stock at the time of the transaction to which the action relates or such shareholder’s stock thereafter devolved by operation of law.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219 and its phone number is (800) 937-5449.

Listing

We intend to apply to have our Class A common stock approved for listing on      under the trading symbol “    .”

224

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. Future sales of substantial amounts of our Class A common stock in the public market (including shares of our Class A common stock issuable upon exchange of LLC Units), or the perception that such sales may occur, could adversely affect the prevailing market price of our Class A common stock. No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the prevailing market price of our Class A common stock from time to time. The number of shares available for future sale in the public market is subject to legal and contractual restrictions, some of which are described below. The expiration of these restrictions will permit sales of substantial amounts of our Class A common stock in the public market, or could create the perception that these sales may occur, which could adversely affect the prevailing market price of our Class A common stock. These factors could also make it more difficult for us to raise funds through future offerings of Class A common stock or other equity or equity-linked securities.

Sale of Restricted Shares

Upon completion of this offering, we will have    shares of Class A common stock outstanding (    shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Of these shares of Class A common stock, the    shares of Class A common stock being sold in this offering, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares of Class A common stock, will be freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), except for any such shares which may be held or acquired by an “affiliate” of ours, as that term is defined in Rule 144, which shares will be subject to the volume limitations and other restrictions of Rule 144 described below, other than the holding period requirement. The remaining    shares of Class A common stock (or    shares of Class A common stock, including shares of Class A common stock issuable upon exchange of the LLC Units, as described below) will be “restricted securities,” as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining shares of Class A common stock will be available for sale in the public market after the expiration of market stand-off agreements with us and the lock-up agreements described in “Underwriting,” taking into account the provisions of Rules 144 and 701 under the Securities Act.

In addition, pursuant to the Exchange Agreement, from time to time after the consummation of this offering, holders of Class A Units may exchange their Class A Units for shares of Class A common stock on a one-for-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Each holder of Class A Units will also be required to deliver to us an equivalent number of shares of Class V common stock for cancellation to effectuate such an exchange. Any shares of Class V common stock so delivered will be cancelled. In addition, from time to time after the consummation of this offering, the holders of Class B Units may exchange their vested Class B Units for a number of shares of Class A common stock equal to the then current value of a share of Class A common stock less the participation thresholds of such Class B Units multiplied by the number of Class B Units being exchanged, divided by the then current value of Class A common stock. Holders of vested Class B Units will not hold a corresponding share of Class V common stock. Upon consummation of this offering, the LLC Unitholders will hold    LLC Units, all of which will be exchangeable for shares of our Class A common stock or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). The shares of Class A common stock we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, we intend to enter into a Registration Rights Agreement with the LLC Units and Vista that will require us to register these shares of Class A common stock, subject to certain conditions. See

225

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

“—Registration Rights” and “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Under the terms of the LLC Operating Agreement, except pursuant to a valid exchange under the terms of the Exchange Agreement, all of the LLC Units received by the LLC Unitholders in the Organizational Transactions will be subject to restrictions on disposition.

Rule 144

Persons who became the beneficial owner of shares of our Class A common stock prior to the completion of this offering may not sell their shares until the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Exchange Act and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our Class A common stock provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of shares of Class A common stock that does not exceed the greater of either of the following:

• 1% of the number of shares of our Class A common stock then outstanding, which will equal approximately    shares immediately after this offering, based on the number of shares of our Class A common stock outstanding after completion of this offering; or

• the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our Class A common stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our Class A common stock after this offering.

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who acquired shares of capital stock from us in connection with a compensatory stock or option plan or other compensatory written agreement before the effective date of the registration statement of which this prospectus forms a part are, subject to applicable lock-up restrictions, eligible to resell such shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate and was not our affiliate at any time during the preceding three months, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule 144 without compliance with holding period requirements under Rule 144, but subject to the other Rule 144 restrictions described above.

Stock Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock issued or reserved for issuance under the 2024 Plan. The first such registration statement

226

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares of Class A common stock registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described below.

Lock-Up Agreements

We, each of our officers and directors and other shareholders owning substantially all of our Class A common stock and options or other securities to acquire Class A common stock have agreed that, without the prior written consent of    on behalf of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any of the shares of Class A common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock, including LLC Units, during the period from the date of the first public filing of the registration statement on Form S-1 filed in connection with this offering continuing through the date that is 180 days after the date of this prospectus. The lock-up restrictions and specified exceptions are described in more detail under “Underwriting.”          , on behalf of the underwriters, may, in their sole discretion, release all or any portion of the securities subject to these lock-up agreements. See “Underwriting.”

Prior to the consummation of the offering, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above.

Following the lock-up periods set forth in the agreements described above, and assuming that the representatives of the underwriters do not release any parties from these agreements, all of the shares of our Class A common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 under the Securities Act.

Registration Rights Agreement

We intend to enter into a Registration Rights Agreement with certain LLC Unitholders in connection with this offering. The Registration Rights Agreement will provide the LLC Unitholders certain registration rights whereby, following our initial public offering and the expiration of any related lock-up period, certain LLC Unitholders can require us to register under the Securities Act shares of Class A common stock (including shares issuable to the LLC Units and Vista upon exchange of their LLC Units). The Registration Rights Agreement will also provide for piggyback registration rights for certain LLC Unitholders. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

227

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax consequences. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the IRS in each case as in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to those discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

This discussion is limited to Non-U.S. Holders that hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare tax on net investment income or the alternative minimum tax, or the consequences to persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A common stock being taken into account in an applicable financial statement. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

• U.S. expatriates and former citizens or long-term residents of the U.S.;

• persons holding our Class A common stock as part of a straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies and other financial institutions;

• brokers, dealers or certain electing traders in securities that mark their securities positions to market for tax purposes;

• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;

• “qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code and entities, all of the interests of which are held by qualified foreign pension funds); and

• tax-qualified retirement plans.

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

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS

228

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

ANY TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our Class A common stock that is not a “United States person” for U.S. federal income tax purposes. A United States person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

• an individual who is a citizen or resident of the U.S.;

• a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S., any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if we do make distributions of cash or property (other than pro rata distributions of our Class A common stock) on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions not treated as dividends for U.S. federal income tax purposes will first constitute non-taxable returns of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Class A common stock, but not below zero, and thereafter will be treated as capital gains, as described below under “Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, backup withholding, and the Foreign Account Tax Compliance Act, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder will be required to furnish to the applicable withholding agent prior to the payment of dividends a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the U.S. to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption for effectively connected dividends, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S.

229

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Any such effectively connected dividends will be subject to U.S. federal income tax on a net-income basis at the same rates applicable to a United States person. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include such effectively connected dividends. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

Subject to the discussion below on backup withholding and the Foreign Account Tax Compliance Act, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the U.S. to which such gain is attributable);

• the Non-U.S. Holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

• our Class A common stock constitutes a U.S. real property interest (a “USRPI”), by reason of our status as a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the same rates applicable to a United States person, although such gain will be exempt from the U.S. federal withholding tax described above, provided that such person complies with applicable certification requirements. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include such effectively connected gain.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may generally be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the U.S.), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our worldwide real property interests and our other assets that are used or held for use in a trade or business, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Class A common stock will not be subject to U.S. federal income tax if our Class A common stock is “regularly traded on an established securities market,” as defined by applicable Treasury Regulations, during the calendar year in which the disposition occurs, and such Non-U.S. Holder has owned, actually and constructively, five percent or less of our Class A common stock throughout the shorter of (1) the five-year period ending on the date of the sale or other taxable disposition and (2) the Non-U.S. Holder’s holding period. If we were to become a USRPHC and our Class A common stock were not considered to be “regularly traded on an established securities market” during the calendar year in which the relevant disposition by a Non-U.S. Holder occurred, such Non-U.S. Holder (regardless of the percentage of stock owned) would be subject to U.S. federal income tax on a sale or other taxable disposition of our Class A common stock and a 15% withholding tax would apply to the gross proceeds from such disposition.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

230

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Information Reporting and Backup Withholding

Payments of dividends on our Class A common stock generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a United States person and the Non-U.S. Holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the U.S. or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a United States person, or the Non-U.S. Holder otherwise establishes an exemption. If a Non-U.S. Holder does not provide the certification described above or the applicable withholding agent has actual knowledge or reason to know that such Non-U.S. Holder is a United States person, payments of dividends or of proceeds of the sale or other taxable disposition of our Class A common stock generally will be subject to backup withholding at a rate currently equal to 24% of the gross proceeds of such dividend, sale, or taxable disposition. Proceeds of a disposition of our Class A common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be claimed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends on and gross proceeds (subject to the discussion of proposed Treasury Regulations below) from the disposition of our Class A common stock paid to “foreign financial institutions” (as specially defined under these rules), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) establishes an exemption. Similarly, dividends on and gross proceeds from the disposition of our Class A common stock paid to “non-financial foreign entities” (as specially defined under these rules) that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury. An intergovernmental agreement between the U.S. and the Non-U.S. Holder’s country of residence may modify these requirements. The withholding provisions under FATCA generally apply to dividends paid on our Class A common stock. The U.S. Treasury Secretary has issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect to payment of gross proceeds from a sale or other disposition of our Class A common stock, and the preamble of such regulations state that such regulations may be relied upon by taxpayers until final regulations are issued. Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

231

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the shares of Class A common stock being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares of Class A common stock indicated in the following table. Goldman Sachs & Co. LLC is the representative of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
Total

The underwriters are committed to take and pay for all of the shares of Class A common stock being offered, if any are taken, other than the shares of Class A common stock covered by the option described below unless and until this option is exercised. The underwriters may offer and sell the shares of Class A common stock through certain of their affiliates or other registered broker-dealers or selling agents.

The underwriters have an option to buy up to an additional      shares of Class A common stock from the Company to cover sales by the underwriters of a greater number of shares of Class A common stock than the total number set forth in the table above. They may exercise that option for 30 days. If any shares of Class A common stock are purchased pursuant to this option, the underwriters will severally purchase shares of Class A common stock in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase      additional shares of Class A common stock.

Paid by the Company

	No Exercise		Full Exercise
Per Share	$		$
Total	$		$

Shares of Class A common stock sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of Class A common stock sold by the underwriters to securities dealers may be sold at a discount of up to $     per share from the initial public offering price. After the initial offering of the shares of Class A common stock, the representative may change the offering price and the other selling terms. The offering of the shares of Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The Company and its officers, directors, and holders of substantially all of the Company’s shares of Class A common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date     days after the date of this prospectus, except with the prior written consent of the representative. See “Shares Available for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares of Class A common stock. The initial public offering price has been negotiated among the Company and the representative. Among the factors to be considered in determining the initial public offering price of the shares of Class A common stock, in addition to

232

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to apply to have our Class A common stock approved for listing on      under the trading symbol “     .”

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares of Class A common stock for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares of Class A common stock or purchasing shares of Class A common stock in the open market. In determining the source of shares of Class A common stock to cover the covered short position, the underwriters will consider, among other things, the price of shares of Class A common stock available for purchase in the open market as compared to the price at which they may purchase additional shares of Class A common stock pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares of Class A common stock for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares of Class A common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares of Class A common stock sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s Class A common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the shares of Class A common stock. As a result, the price of the shares of Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on     , in the over-the-counter market or otherwise.

We estimate that total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $   . We have also agreed to reimburse the underwriters for certain FINRA-related expenses incurred by them in connection with the offering in an amount up to $   .

The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

233

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their clients, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. In particular, affiliates of Goldman Sachs & Co. LLC act as lenders and/or arrangers under the Revolving Credit Facility.

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of Class A common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of Class A common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation (as defined below), except that the shares of Class A common stock may be offered to the public in that Relevant State at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of representatives for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the shares of Class A common stock shall require us or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of Class A common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of Class A common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

No shares of Class A common stock have been offered or will be offered pursuant to the offering to the public in the U.K. prior to the publication of a prospectus in relation to the shares of Class A common stock which has been approved by the Financial Conduct Authority, except that the shares of Class A common stock may be offered to the public in the U.K. at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the U.K. Prospectus Regulation (as defined below);

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the U.K. Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Section 86 of the FSMA,

234

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

provided that no such offer of the shares of Class A common stock shall require the Company or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the U.K. Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares of Class A common stock in the U.K. means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of Class A common stock and the expression “U.K. Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares of Class A common stock may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares of Class A common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of Class A common stock may not be circulated or

235

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

distributed, nor may the shares of Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares of Class A common stock under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)

Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares of Class A common stock under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

236

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

LEGAL MATTERS

The validity of the issuance of our Class A common stock offered in this prospectus will be passed upon for us by Kirkland & Ellis LLP, Chicago, Illinois. Certain partners of Kirkland & Ellis LLP are members of a limited partnership that is an investor in one or more investment funds affiliated with Vista. Kirkland & Ellis LLP represents entities affiliated with Vista in connection with legal matters. Certain legal matters will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York.

EXPERTS

The financial statements of Solera Global Corp. as of March 31, 2023 and 2022, and for each of the three years in the period ended March 31, 2023, included in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act to register our Class A common stock being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement and the attached exhibits. You will find additional information about us and our Class A common stock in the registration statement. References in this prospectus to any of our contracts, agreements or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements or documents.

The SEC maintains a website that contains reports, proxy statements and other information about companies like us, who file electronically with the SEC. The address of that website is http://www.sec.gov. This reference to the SEC’s website is an inactive textual reference only and is not a hyperlink.

Upon the effectiveness of the registration statement, we will be subject to the reporting, proxy and information requirements of the Exchange Act, and will be required to file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available on the website of the SEC referred to above, as well as on our website, https://www.solera.com. This reference to our website is an inactive textual reference only and is not a hyperlink. The contents of, or other information accessible through, our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our Class A common stock. We will furnish our shareholders with annual reports containing audited financial statements and quarterly reports containing unaudited interim financial statements for each of the first three quarters of each year.

237

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Solera Global Corp. and Consolidated Subsidiaries – Consolidated Financial Statements as of March 31, 2023 and for the Fiscal Year Ended March 31, 2023
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of March 31, 2023 and 2022		F-3
Consolidated Statements of Loss for the fiscal years ended March  31, 2023, 2022, and 2021		F-4
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2023, 2022, and 2021		F-5
Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended March 31, 2023, 2022, and 2021		F-6
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2023, 2022, and 2021		F-9
Notes to Consolidated Financial Statements		F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Solera Global Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Solera Global Corp. and subsidiaries (the “Company”) as of March 31, 2023 and 2022, the related consolidated statements of loss, comprehensive income (loss), stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended March 31, 2023, and the related notes and the schedule listed in the Index at Item 16 (ii) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Board of Directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Deferred Income Tax Assets—Refer to Notes 2 and 15 to the financial statements

Critical Audit Matter Description

The Company’s deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws to

F-1

taxable years in which such differences are expected to reverse. The Company makes assessments of the likelihood that deferred tax assets will be realizable using the more-likely-than-not standard. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies. If it is determined that deferred tax assets do not meet the more-likely-than-not standard, the Company establishes a valuation allowance. When permitted, significant judgment is exercised relating to the projection of future taxable income. As of March 31, 2023, the Company had gross deferred tax assets of $915 million and valuation allowances of $840 million.

We identified the realizability of deferred tax assets as a critical audit matter because of the significant judgments and estimates made related to the timing of future reversals of deferred tax assets and liabilities. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate the reasonableness of management’s methodologies and estimates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the realizability of deferred tax assets based on the timing of future

reversals of deferred tax assets and liabilities included the following, among others:

• With the assistance of our income tax specialists, we evaluated the reasonableness of the methods, significant assumptions, and judgments used by management to determine whether it was more likely than not that the Company would be able to realize its deferred tax assets.

• We tested the Company’s methodologies for scheduling the reversal of existing taxable and deductible temporary differences.

• We evaluated whether the estimates considered when determining future taxable income were consistent with the evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 2, 2024

We have served as the Company’s auditor since 2006.

F-2

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except shares amounts)

	March 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	214,825		$	348,150
Accounts receivable, net of allowance for credit losses of $70,414 and $46,310 at March 31, 2023 and 2022, respectively		356,806			379,875
Other receivables, net of allowance for credit losses of $675 and $0 at March 31, 2023 and 2022, respectively		33,513			12,629
Prepaid assets		141,895			136,243
Other current assets		193,798			156,118
Total current assets		940,837			1,033,015
Property and equipment, net		129,135			128,805
Goodwill		6,579,202			6,640,708
Intangible assets, net		1,756,577			2,099,129
Other noncurrent receivables, net of allowance for credit losses of $4,147 and $0 at March 31, 2023 and 2022, respectively		39,386			—
Other noncurrent assets		205,036			157,095
Deferred income tax assets		100,852			108,813
Total assets	$	9,751,025		$	10,167,565
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	182,113		$	99,410
Current derivative financial instruments		1,950			14,065
Accrued expenses and other current liabilities		470,404			529,011
Deferred revenue		227,977			183,388
Deferred purchase consideration		—			150,000
Income taxes payable		64,485			66,637
Current portion of long-term debt		53,497			53,910
Current operating lease liabilities		16,822			18,245
Related party note		—			83,979
Total current liabilities		1,017,248			1,198,645
Long-term debt, net		7,985,381			7,920,004
Operating lease liabilities, net of current portion		46,571			57,086
Related party note		88,021			—
Other noncurrent liabilities		339,294			210,427
Deferred income tax liabilities		174,846			224,380
Total liabilities		9,651,361			9,610,542
Commitments and Contingencies (Note 16)
Mezzanine Equity:
Redeemable noncontrolling interests		140,898			118,836
Total Mezzanine Equity		140,898			118,836
Stockholders’ Equity (Deficit)
Class A Common Stock, $0.0001 par value, 500,000,000 shares authorized; 2,577,255 and 2,576,541 shares issued and outstanding at March 31,2023 and March 31,2022, respectively		—			—
Class V Common Stock, $0.0001 par value per share, 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2023 and 2022		—			—
Additional paid-in-capital		3,056,646			3,066,677
Accumulated deficit		(3,068,736	)		(2,694,203	)
Accumulated other comprehensive loss		(271,184	)		(209,952	)
Total Solera Global Corp. stockholders’ equity (deficit)		(283,274	)		162,522
Noncontrolling interests		242,040			275,665
Total stockholders’ equity (deficit)		(41,234	)		438,187
Total liabilities, mezzanine equity and stockholders’ equity (deficit)	$	9,751,025		$	10,167,565

See accompanying notes to consolidated financial statements.

F-3

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS

(Dollars in thousands, except shares amount)

	Fiscal Years Ended March 31,
	2023			2022			2021
Revenues	$	2,360,387		$	2,205,076		$	1,661,515
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		959,293			846,612			674,597
Selling, general and administrative expenses, excluding depreciation and amortization		516,930			609,770			311,781
Acquisition and related costs		70,230			88,987			4,807
Depreciation and amortization		437,824			400,828			313,450
Asset impairment charges		11,713			15,855			11,340
Restructuring charges and other costs associated with exit and disposal activities		6,688			16,088			20,308
Total operating expenses		2,002,678			1,978,140			1,336,283
Operating income		357,709			226,936			325,232
Other expense (income), net		(2,378	)		(20,283	)		197,535
Interest expense, net		690,828			465,032			326,687
Loss before income taxes		(330,741	)		(217,813	)		(198,990	)
Income tax provision		49,821			59,979			33,893
Net loss		(380,562	)		(277,792	)		(232,883	)
Net (loss) income attributable to noncontrolling interests		(6,029	)		1,937			9,817
Net loss attributable to Solera Global Corp.	$	(374,533	)	$	(279,729	)	$	(242,700	)
Per Share Data
Net loss per share attributable to common shareholder-basic and diluted	$	(145.35	)	$	(124.36	)	$	(182.12	)
Weighted average common shares outstanding-basic and diluted		2,576,773			2,526,851			2,332,899

See accompanying notes to consolidated financial statements.

F-4

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands, except shares amount)

	Fiscal Years Ended March 31,
	2023			2022			2021
Net loss	$	(380,562	)	$	(277,792	)	$	(232,883	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of income tax expense (benefit) of $0, $1,036, $0, respectively		(78,105	)		(163,904	)		278,667
Change in funded status of defined benefit pension plans, net of income tax expense (benefit) of $3,163, $1,411, and $(414), respectively		7,279			4,113			(1,061	)
Total other comprehensive income (loss)		(70,826	)		(159,791	)		277,606
Total comprehensive net income (loss)		(451,388	)		(437,583	)		44,723
Comprehensive income (loss) attributable to noncontrolling interests		(15,625	)		(19,068	)		15,925
Comprehensive income (loss) attributable to Solera Global Corp.	$	(435,763	)	$	(418,515	)	$	28,798

See accompanying notes to consolidated financial statements.

F-5

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Dollars in thousands except share amounts)

	Common Stock - Class A
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Equity before Noncontrolling Interests			Noncontrolling Interests			Total Stockholders’ Equity
Balance at April 1, 2020		2,067,000		—	$	1,392,637		$	(2,171,774	)	$	(342,664	)	$	(1,121,801	)	$	7,711		$	(1,114,090	)
Net income (loss)		—		—		—			(242,700	)		—			(242,700	)		3,115			(239,585	)
Other comprehensive income (loss)		—		—		—			—			271,498			271,498			(511	)		270,987
Share-based compensation expense		—		—		9,732			—			—			9,732			—			9,732
Paid-in-kind dividends gross up -PIK_Series A Preferred Stock		—		—		(117,799	)		—			—			(117,799	)		—			(117,799	)
Paid-in-kind dividends gross up -PIK_Series B Preferred Stock		—		—		(64,357	)		—			—			(64,357	)		—			(64,357	)
Adjustment to Series A Preferred Stock redemption value for early redemption premium		—		—		20,000			—			—			20,000			—			20,000
Dividends and distributions to noncontrolling interests		—		—		—			—			—			—			(2,892	)		(2,892	)
Revaluation of redeemable noncontrolling interests		—		—		(18,125	)		—			—			(18,125	)		—			(18,125	)
Withholdings for taxes related to net settlement of stock options		—		—		(9,382	)		—			—			(9,382	)		—			(9,382	)
Balance at March 31, 2021		2,067,000		—	$	1,212,706		$	(2,414,474	)	$	(71,166	)	$	(1,272,934	)	$	7,423		$	(1,265,511	)

See accompanying notes to consolidated financial statements.

F-6

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Dollars in thousands except share amounts)

	Common Stock - Class A
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Equity before Noncontrolling Interests			Noncontrolling Interests			Total Shareholders’ Equity
Balance at April 1, 2021		2,067,000	$	—	$	1,212,706		$	(2,414,474	)	$	(71,166	)	$	(1,272,934	)	$	7,423		$	(1,265,511	)
Net loss		—		—		—			(279,729	)		—			(279,729	)		(6,710	)		(286,439	)
Other comprehensive loss		—		—		—			—			(138,786	)		(138,786	)		(11,122	)		(149,908	)
Share-based compensation expense		14,120		—		25,766			—			—			25,766			—			25,766
Reclassification of liability awards		—		—		(4,662	)		—			—			(4,662	)		—			(4,662	)
Paid-in-kind dividends gross up -PIK_Series A Preferred Stock		—		—		(22,255	)		—			—			(22,255	)		—			(22,255	)
Paid-in-kind dividends gross up -PIK_Series B Preferred Stock		—		—		(12,266	)		—			—			(12,266	)		—			(12,266	)
Issuance of shares for DealerSocket		214,929		—		643,617			—			—			643,617			—			643,617
Settlement of equity awards, net of withholding tax		50,657		—		(16,496	)		—			—			(16,496	)		—			(16,496	)
Contributions to NCI		—		—		(2,190	)		—			—			(2,190	)		2,190			—
Dividends and distributions to noncontrolling interests		—		—		—			—			—			—			(6,434	)		(6,434	)
Revaluation of redeemable noncontrolling interests		—		—		6,095			—			—			6,095			—			6,095
Acquisition of minority interest		—		—		—			—			—			—			(1,552	)		(1,552	)
Exercise of warrants		102,639		—		259,036			—			—			259,036			—			259,036
Acquisition of Omnitracs		127,196		—		861,877			—			—			861,877			194,819			1,056,696
Acquisition of Spireon		—		—		115,449			—			—			115,449			97,051			212,500
Balance at March 31, 2022		2,576,541	$	—	$	3,066,677		$	(2,694,203	)	$	(209,952	)	$	162,522		$	275,665		$	438,187

See accompanying notes to consolidated financial statements.

F-7

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Dollars in thousands except share amounts)

	Common Stock - Class A
	Shares			Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Equity before Noncontrolling Interests			Noncontrolling Interests			Total Stockholders’ Equity
Balance at April 1, 2022		2,576,541		$	—	$	3,066,677		$	(2,694,203	)	$	(209,952	)	$	162,522		$	275,665		$	438,187
Net loss		—			—		—			(374,533	)		—			(374,533	)		(13,266	)		(387,799	)
Other comprehensive loss		—			—		—			—			(61,232	)		(61,232	)		(6,880	)		(68,112	)
Share-based compensation expense		451			—		66			—			—			66			—			66
Reclassification of liability awards		—			—		(489	)		—			—			(489	)		—			(489	)
Settlement of Solera restricted stock units		1,888			—		(399	)		—			—			(399	)		—			(399	)
Contributions to (transfers from) NCI		—			—		19,770			—			—			19,770			(19,770	)		—
Settlement of RSU’s		(1,625	)		—		—			—			—			—			—			—
SAF minority contribution, net		—			—		—			—			—			—			16,770			16,770
Dividends and distributions to noncontrolling interests		—			—		—			—			—			—			(10,479	)		(10,479	)
Revaluation of redeemable noncontrolling interests		—			—		(28,979	)		—			—			(28,979	)		—			(28,979	)
Balance at March 31, 2023		2,577,255		$	—	$	3,056,646		$	(3,068,736	)	$	(271,184	)	$	(283,274	)	$	242,040		$	(41,234	)

See accompanying notes to consolidated financial statements.

F-8

SOLERA GLOBAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands except shares amount)

	Fiscal Years Ended March 31,
	2023			2022			2021
Cash flows from operating activities:
Net loss	$	(380,562	)	$	(277,792	)	$	(232,883	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		437,824			400,828			313,450
Share-based compensation expense		66			25,766			10,380
Deferred income tax benefit		(27,473	)		(16,493	)		(18,150	)
Change in fair value of warrants liability and other embedded liabilities		—			25,515			114,310
Change in fair value of other derivative financial instruments		82,566			(26,669	)		30,974
Realized gain net of proceeds on the early termination of derivative instrument		(23,544	)		—			—
Loss on extinguishment of debt		—			111,413			—
Amortization of net discount and amortization of debt issuance costs		42,644			22,888			24,237
Loss (gain) on the sale of assets		1,289			1,539			(121	)
Non-cash foreign currency losses (gains)		4,967			(132,317	)		46,371
Asset impairment charges		11,713			15,855			11,340
Other		34,984			11,723			19,093
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Increase in accounts receivable		(14,623	)		(57,568	)		(23,057	)
Increase in other assets		(86,215	)		(90,472	)		(34,497	)
Increase (decrease) in accounts payable		80,755			(17,183	)		14,541
Increase (decrease) in accrued expenses and other liabilities		(4,105	)		211,168			(34,721	)
Net cash provided by operating activities		160,286			208,201			241,267
Cash flows from investing activities:
Capital expenditures		(56,112	)		(61,425	)		(32,294	)
Acquisitions and capitalization of intangible assets		(78,916	)		(52,119	)		(33,466	)
Proceeds from payments on held-to-maturity loans		5,224			—			—
Proceeds from sale of assets		—			2,168			2,342
Proceeds from sale of business		4,300			—			—
Originations of held-to-maturity loans		(57,606	)		—			—
Return of escrow on business acquisition		3,162			—			—
Acquisitions of businesses, net of cash acquired		—			(570,096	)		(11,026	)
Net cash used in investing activities		(179,948	)		(681,472	)		(74,444	)
Cash flows from financing activities:
Proceeds from debt issuance		—			7,958,643			—
Proceeds from related party note		—			83,355			—
Proceeds from withdrawal of revolver		348,000			655,000			—
Repayment of revolver		(235,000	)		(360,000	)		—
Payment of debt issuance costs		—			(99,960	)		(1,738	)

F-9

	Fiscal Years Ended March 31,
	2023			2022			2021
Repayments of long-term debt		(52,849	)		(5,807,467	)		(24,880	)
Payment of accrued purchase consideration		(150,057	)		(21,405	)		(204	)
Lessor reimbursements, net of principal payments		—			—			1,479
Proceeds from financial asset acquisitions, net of principal payments		—			(2,263	)		(1,058	)
Sale of noncontrolling interest in subsidiary		20,088			—			—
Return of capital to minority investor		(3,318	)		—			—
Payment of dividends to noncontrolling interests		(21,916	)		(14,517	)		(10,818	)
Redemption of preferred stock		—			(1,959,595	)		—
Payment for withholding tax related to exercise of stock options		(399	)		(16,496	)		(9,382	)
Net cash (used in) provided by financing activities		(95,451	)		415,295			(46,601	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		(19,095	)		(17,146	)		14,434
Net change in cash and cash equivalents and restricted cash		(134,208	)		(75,122	)		134,656
Cash and cash equivalents and restricted cash, beginning of period		356,000			431,122			296,466
Cash and cash equivalents and restricted cash, end of period	$	221,792		$	356,000		$	431,122
Supplemental cash flow information:
Cash paid for interest	$	650,013		$	401,384		$	308,276
Cash paid for income taxes	$	85,012		$	59,480		$	44,853
Supplemental disclosure of non-cash investing and financing activities:
Accrued capital expenditures	$	555		$	—		$	—
Accrued purchase consideration	$	—		$	201,571		$	631
Fair value of equity consideration for acquisition of businesses	$	—		$	1,187,618		$	—
Fair value of equity consideration for acquisition of noncontrolling interest	$	—		$	19,976		$	—
Paid-in-kind interest	$	(4,043	)	$	(624	)	$	(1,508	)
Paid-in-kind dividends gross-up PIK-Series A Preferred Stock	$	—			(22,255	)		(117,799	)
Adjustment to Series A Preferred Stock redemption value for early redemption premium	$	—			—			20,000
Paid-in-kind dividends gross-up PIK-Series B Preferred Stock	$	—			(12,266	)		(64,357	)
(1) Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	214,825		$	348,150		$	424,686
Restricted cash included in other current assets		2,623			3,281			1,522
Restricted cash included in other noncurrent assets		4,344			4,569			4,914
Total cash and cash equivalents and restricted cash	$	221,792		$	356,000		$	431,122

See accompanying notes to consolidated financial statements.

F-10

SOLERA GLOBAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Organization and Formation

Solera Global Corp. (the “Company”) was formed as a Delaware corporation on August 20, 2021 and had no assets or operations prior to December 27, 2021. On December 27, 2021, Solera Global Holding Corp. merged into a newly formed entity, SGHC Merger Sub, LLC (“SGHC Merger Sub”), a wholly-owned subsidiary of Solera Global Corp., with the SGHC Merger Sub being the surviving entity following the merger operating under the name Solera Global Holding, LLC. In consideration for the merger, Solera Global Corp. issued Class A Common Stock, par value $0.0001 per share in exchange for each share of common stock, par value $0.001 per share of Solera Global Holding Corp. In addition, each award under the Solera 2016 Stock Option Plan (the “2016 Plan”), was exchanged for one Solera Global Corp award. As required under U.S. GAAP, the financial statements of Solera Global Corp. reflect the retrospective consolidation of Solera Global Holding Corp. to give effect to the reorganization under common control that occurred effective December 27, 2021.

In addition to the transaction discussed above, the Company represents a consolidation of two entities that completed a common control merger on June 4, 2021 that were both historically controlled by Vista Equity Partners Fund V L.P., a Delaware limited partnership (“Vista”), an investment fund affiliated with Vista Equity Partners Management, LLC.

The first of the two entities is Solera Global Holding Corp., which, along with its legacy subsidiaries are referred to in this report collectively as “Solera”. On September 13, 2015, Solera Holdings, Inc. (Solera’s predecessor ultimate parent entity) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Summertime Holding Corp. (“Solera Parent”) and Summertime Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Solera Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the condition set forth therein, on March 3, 2016, Merger Sub merged with and into Solera Holdings, Inc. (the “Merger”), with Solera Holdings, Inc. surviving the Merger as an indirect wholly-owned subsidiary of Solera Parent. Solera Parent and Merger Sub were formed by an affiliate of Vista prior to the Merger. Solera Parent Holding, LLC and subsidiaries, formerly known as Summertime Holding, LLC, a limited liability company and a wholly-owned subsidiary of Solera Parent, was incorporated on August 28, 2015 to facilitate the Merger. On October 4, 2016, Solera Parent changed its name from Summertime Holding Corp. to Solera Global Holding Corp. At the time, Vista held a majority interest in Solera Global Holding Corp.

The second entity is Ousland Holdings, Inc. (“DealerSocket”), an affiliate of Vista. Vista historically held a majority interest in Ousland Holdings, Inc. which includes Ousland Intermediate Holdings, Inc. and subsidiaries. Solera and DealerSocket were historically under common control of Vista and Vista had the ability to control each of the companies and manage and operate the companies through the same fund manager and their respective boards of directors. Thus, Vista has the ultimate controlling interest in the companies. On June 4, 2021, Solera and DealerSocket completed a merger as a common control transaction and as a result, the historical financial statements of the companies and their consolidated subsidiaries have been consolidated retrospectively in these consolidated financial statements. The outstanding preferred and common stock of DealerSocket was exchanged with 214,929 shares of Solera’s common stock, which is discussed further below.

Concurrent with this common control merger on June 4, 2021, Solera Global Corp., through Solera Global Holding Corp. and its subsidiaries, acquired a controlling interest in Omnitracs Topco, LLC (“Omnitracs”), a leading fleet management platform, in an all stock transaction with related parties of Vista. Omnitracs is a voting interest entity and under the control of Solera Global Corp. through its subsidiaries. Refer to Note 3, Business Combinations, for additional discussion.

F-11

Description of Businesses

Solera, headquartered in Westlake, Texas, is a leading provider of risk and asset management software and services to the automotive and property marketplace, including the global property and casualty (“P&C”) insurance industry. In addition to Solera’s position in collision repair and its significant global presence in mechanical repair, Solera provides data driven productivity and decision support solutions to other aspects of vehicle ownership such as vehicle validation, vehicle history, vehicle service and marketing, driver violation monitoring, vehicle salvage and electronic titling. Solera is also expanding its core competencies of data, software and connectivity from the auto to the home, as well as to the fleet ecosystem and the digital identity ecosystem. Solera is active in over 120 countries across six continents.

DealerSocket is an automotive technology platform that helps auto dealerships in the United States, Canada and Australia improve profitability through a fully integrated suite of marketing, sales, service, customer experience, dealer management system, data mining, websites, digital retail and inventory management solutions. The technology solutions and related services are provided through a hosting environment, which allows customers to access this proprietary software platform through the Internet at any time.

Omnitracs is a provider of full-suite fleet management and routing software solutions for commercial vehicles. Omnitracs provides software and SaaS fleet management solutions to businesses in the United States and internationally. Additionally, Omnitracs serves private fleets, service fleets, and dedicated carriers, as well as truckload, less-than-truckload, and parcel and delivery industries; and wholesale distributors and local service companies. Omnitracs provides a portfolio of compliance, productivity, routing and dispatch, safety and security, transportation management and data/analytics solutions to all of its customer segments. Refer to Note 3 – Business Combinations for additional details.

Financial Statement Preparation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“U.S. GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows of the Company. The operating results for the fiscal years ended March 31, 2023. 2022, and 2021 are not necessarily indicative of the result that may be expected for any future periods.

Principles of Consolidation

The consolidated financial statements include the Company’s accounts and those of its wholly-owned and majority-owned subsidiaries and are presented in accordance with Accounting Standard Codification (“ASC”) 805-50, Business Combination – Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. As such, prior period financial information has been recast. The recast financial statements reflect consolidation of DealerSocket’s historical financial results by Solera. In addition, on June 4, 2021 and prospectively, the consolidated results additionally include the financial results of Omnitracs. Furthermore, the prior period consolidated financial statements have been recast to reflect the December 27, 2021 reorganization transaction under common control. For further information related to Omnitracs, please refer to Note 3, Business Combinations.

All intercompany accounts and transactions have been eliminated in consolidation.

F-12

Reclassifications

Certain immaterial reclassifications have been made to prior periods in Note 5 Revenue from Contracts with Customers, Note 8 Other Financial Statement Captions, and Note 15 Provision for (Benefit from) Income Taxes to conform with current reporting.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the accompanying consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes.

Estimates and judgments are based on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ from those estimates. The reported amounts of assets, liabilities, revenues and expenses are affected by estimates and assumptions which are used for, but not limited to, the accounting for sales allowances, allowance for credit losses, fair value of derivatives (including warrants and dividend received deduction gross ups), valuation of goodwill and intangible assets, amortization life of intangibles, accrued restructuring, liabilities under defined benefit plans, right-of-use liability, share-based compensation, valuation of redeemable noncontrolling interests, purchase price allocations and income taxes.

Cash and Cash Equivalents and Restricted Cash

All highly liquid investments with original maturities of 90 days or less at the time of purchase are considered cash equivalents. Cash equivalents at March 31, 2023 and 2022 consisted primarily of money market funds and bank certificates of deposit. The carrying amounts approximate fair value due to the short maturities of these instruments. Restricted cash is classified as current and noncurrent assets in the consolidated balance sheets based on the expected timing of return of the assets to the Company.

Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivable are recorded according to contractual agreements and primarily represent amounts invoiced to customers. Accounts receivable are recorded at net realizable value or the amount expected to be received from the customer. The Company records accounts receivable and deferred revenue when advanced billing occurs. Credit terms for payment of products and services are extended to customers in the normal course of business and no collateral is required. The allowance for credit losses is estimated based on the Company’s historical losses, the existing economic conditions, and the financial stability of the Company’s customers. Receivables are written off in the period that they are deemed uncollectible.

The Company’s finance receivables portfolio consists of near-prime and non-prime automobile finance receivables, which are acquired from dealers at a nonrefundable discount or premium from the contractual principal amount. Finance receivables are classified as held for investment and carried at amortized cost, net of the allowance for credit losses. For finance receivables, charge-off is at the earlier of the date of repossession, 120 days past due, or when information becomes available in which the Company has determined a credit loss to be probable. Finance receivables are collateralized by vehicle titles, and the Company has the right to repossess the vehicle in the event the borrower defaults on the payment terms of the contract.

The Allowance for Credit Losses on finance receivables is measured based on a current expected loss framework, which means that it is not necessary for a loss event to occur before a credit loss is recognized. Management’s estimate of expected credit losses is based on an evaluation of relevant information about past events, the historical performance of comparable loan pools, current conditions, and reasonable and supportable forecasts that affect the future collectability of the reported amounts.

F-13

Property and Equipment

Property and equipment is stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method.

The Company’s estimated useful lives of assets are as follows:

Buildings	20 to 40 years
Building improvements	5 to 15 years
Leasehold improvements	Lesser of useful life or remaining lease term
Data processing equipment	3 to 5 years
Furniture and fixtures	3 to 7 years
Machinery and equipment	3 to 6 years
Software licenses	3 to 5 years

Internal Use Software

The Company follows the guidance within ASC 350-40, Internal Use Software. Direct and incremental costs incurred in developing or obtaining internal use computer software as well as certain payroll and payroll-related costs of employees who are directly associated with internal use computer software projects are capitalized. The amount of capitalized payroll costs with respect to these employees is limited to the time directly spent on such projects. The costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. Additionally, internal costs related to minor upgrades and enhancements are expensed, as it is impractical to separate these costs from normal maintenance activities. The Company is amortizing the internal use software on a straight-line basis over an estimated useful life of two-to-ten years.

Contingent Purchase Consideration

Contingent future cash payments related to the Company’s acquisitions are recognized at fair value as of the acquisition date and included in the determination of the acquisition date purchase price. Subsequent changes in the fair value of the contingent future cash payments are recognized in earnings in the period that the change occurs.

Goodwill

Goodwill is recognized for the difference between the purchase price and the fair value of the net assets acquired in various acquisitions.

Goodwill is not amortized, but instead is tested for impairment annually or more frequently if impairment indicators arise. Impairment indicators arise when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable, such as a significant downturn in industry or economic trends with a direct impact on the business, an expectation that a reporting unit will be sold or otherwise disposed of for less than the carrying value, loss of key personnel, or a significant decline in the market price of an asset or asset group.

Goodwill is tested for impairment annually at a reporting unit level beginning with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, the Company performs a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned to the carrying value of that reporting unit. If the carrying value of a reporting unit exceeds the estimated fair value of that reporting unit, an

F-14

impairment loss is recognized for the excess, limited to the amount of goodwill allocated to the reporting unit. The Company also considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss.

The Company performs its annual goodwill assessment as of January 1 of each fiscal year. In the Company’s annual goodwill assessment for fiscal years ended March 31, 2023 and 2022 the Company concluded that the fair value of all its reporting units with goodwill exceeded their respective carrying values, and accordingly, the Company did not identify any impairment of goodwill.

Prior to completion of the common control merger on June 4, 2021, Solera performed its annual goodwill impairment assessment as of January 1 of each fiscal year, while DealerSocket’s annual assessment date was December 31. No impairment charges were recorded by Solera nor DealerSocket during fiscal year ended March 31, 2021.

Intangible Assets

The Company’s intangible assets with finite lives primarily consist of intangible assets acquired in business combinations including customer relationships, trademarks, and technology and content. The Company amortizes intangible assets with finite lives acquired in business combinations on an accelerated basis to reflect the pattern in which the economic benefits of the intangible asset are consumed.

Indefinite-lived intangibles consist of certain trademarks and tradenames and are tested annually for impairment as of January 1 of each fiscal year and in interim periods if events or circumstances indicate that the carrying amount may be impaired. ASC 350 allows an entity to first assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired (i.e., the asset’s carrying amount exceeds its fair value). If indefinite-lived intangibles were deemed more likely than not to be impaired, then the Company would proceed to the quantitative analysis which includes estimating the fair value of the relevant intangible assets and comparing it to the carrying value to determine whether indefinite-lived intangibles were, indeed, impaired.

In the Company’s annual indefinite-lived intangible asset impairment assessments for fiscal years March 31, 2023, 2022 and 2021, the Company concluded that there be no impairment charges to be recorded. Additionally, no impairment charges were recorded by DealerSocket during the fiscal year ended March 31, 2021.

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets with finite lives and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the market price of an asset or asset group, a significant adverse change in the extent or manner in which an asset or asset group is being used, the loss of legal ownership or title to the asset, significant negative industry or economic trends or the presence of other factors that would indicate that the carrying amount of an asset or asset group is not recoverable. Long-lived assets are considered to be impaired if the estimated undiscounted future cash flows resulting from the use of the asset and its eventual disposition are not sufficient to recover the carrying value of the asset. If an asset is deemed to be impaired, the amount of the impairment loss represents the excess of the asset’s carrying value over its estimated fair value.

Property and equipment, including internal use software, is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent of other assets may not be recoverable. The Company recorded asset impairment charges of $11.7 million, $15.9 million, and $11.3 million for the fiscal years ended March 31, 2023, 2022, and 2021 respectively, which includes write-downs related to right-of-use assets for the fiscal years ended March 31, 2023 and 2022 and related to write-downs of capitalized internally developed software and fixed assets for all three years. See Note 6, “Leases” for additional information regarding impairment of right-of-use assets.

F-15

Revenue Recognition

The Company derives revenue from four primary sources: (1) software-as-a-service (“SaaS”) offerings; (2) other intellectual property (“IP”) based licenses; (3) software and data maintenance and support; and (4) business process outsourcing services (“BPaaS”).

The Company determines revenue recognition through the following steps, which are described in more detail below:

• Identification of the contract or contracts with a customer;

• Identification of the performance obligation(s) in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligation(s) in the contract; and

• Recognition of revenue when, or as, a performance obligation is satisfied.

Agreements with customers often include multiple performance obligations, and these performance obligations are sometimes included in separate contracts. The Company considers an entire customer arrangement to determine if separate contracts should be considered combined for the purposes of revenue recognition.

At contract inception, the Company assesses the product offerings or bundle of product offerings in their contracts to identify performance obligations that are distinct. A performance obligation is distinct when separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.

The Company determines the transaction price based on the amount of consideration to which they expect to be entitled in exchange for transferring products or services to a customer. The Company’s contracts with customers contain variable consideration, which exists when the amount the Company expects to receive in a contract is based on the occurrence or non-occurrence of future events, such as usage-based fees. In instances when estimation is required, the Company estimates variable consideration in its contracts primarily using the most likely amount method by considering the single most likely amount in a limited range of possible consideration amounts. The Company develops estimates of variable consideration on the basis of historical information, current trends, and any other specific knowledge about future periods (e.g. customer plans to increase usage). For example, the Company’s contracts oftentimes contain a Service Level Agreement (“SLA”) promising a certain percentage of uptime or a maximum response time or other guarantees. Because history has shown the Company typically meets its SLA promises and any penalties incurred have been insignificant, the Company does not adjust the transaction price for SLA penalties as a significant revenue reversal is not probable. Variable consideration is constrained and not included in the transaction price when the Company believes a significant cumulative revenue reversal is probable (i.e., rebates and refunds). In addition, the Company’s long-term contracts (i.e., longer than one year) generally do not include a significant financing component. For contracts less than one year, the Company has elected to apply the practical expedient at ASC 606-10-32-18 to avoid adjusting the transaction price for a financing component when the period between the transfer of the promised good or service and related customer payment is one year or less.

Once the transaction price is determined, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the products or services to the customer (the “allocation objective”). The Company evaluates whether the allocation objective is met in a transaction by comparing the contractually-stated price to the stand-alone selling price (“SSP”) for each performance obligation.

F-16

In general, the Company prices products and services in contracts using discounted list price. List price is discounted generally by product regardless of any bundles purchased by the customer.

In the limited circumstances where list price cannot be used to determine SSP, the Company will utilize other observable prices or apply an estimation approach in order to determine SSP. SSP may be estimated using judgment considering all reasonably available information, such as market conditions, entity-specific factors, and information about the customer or class of customer. The Company maximizes the use of observable inputs and consistently applies its methods to estimate SSP of products or services with similar characteristics.

Revenues are recognized when the Company satisfies its respective performance obligations under the terms of a contract when control over the products and services is transferred to the customer.

The following describes the nature of the Company’s primary types of revenues and the revenue recognition policies and significant payment terms as they pertain to the types of transactions entered into with the Company’s respective customers.

SaaS Offerings

The Company offers SaaS solutions to customers that purchase remote access to their software and its functionality. SaaS solutions are sold by the majority of the Company’s entities across all the major geographies in which they operate. The primary SaaS solution sold by the Company is a vehicle claims workflow management platform that assists insurance companies and vehicle repair shops with various aspects of the claims process.

For the SaaS offerings, the nature of the promise to the customer is to stand ready to provide continuous access to the Company’s application platforms, and in some cases, to perform an unspecified quantity of outsourced or transaction-processing services for a specified term or terms. Accordingly, the SaaS offering is generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. The Company typically satisfy its SaaS performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the efforts are expended evenly throughout the period and customers benefit consistently throughout the contract term. As such, when SaaS is priced on a fixed-fee basis revenue is recognized ratably over the contract period. Certain SaaS offerings contain variable payments based upon the number of transactions processed in a given period. The Company has evaluated variable payment terms related to its SaaS offerings and concluded that these payments generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the requisite criteria are met, variable fees are allocated to and recognized in the period when the control of the performance obligation is transferred to the customer.

The Company offers certain SaaS solutions with both offline and online functionality. Cloud-based solutions which include offline functionality represent more than one quarter of the Company’s total revenues. The Company evaluates the nature of the products to determine whether they represent two distinct performance obligations, or a single performance obligation. If the software license element of the product has limited functionality without the SaaS and is highly interdependent and interrelated with the SaaS, the Company treats the bundle as a single SaaS performance obligation. The total revenue generated from the Company’s Claims Management System, which was accounted for as a single performance obligation, was $481.1 million, $471.6 million, and $496.9 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. The total revenue generated from the Body Shop Management System and Vehicle Valuation System, each of which was accounted for as a single performance obligation, was immaterial for each period presented, respectively.

SaaS—Fleet Management Services

The Company provides fleet management services to certain customers that are primarily comprised of satellite or wireless communications hardware with embedded software and related monthly recurring

F-17

messaging, wireless, and application subscription-based services and, in certain instances, extended or non-standard warranty services.

The satellite and wireless communications hardware is highly interdependent and interrelated with the subscription-based services. The Company’s assessment of interdependence and interrelation was based upon the following key considerations: the hardware is not sold separately from the subscription-based services; the hardware and applications used in delivery of subscription-based services are both proprietary and will not function with third-party devices or software; the functionality of the combined solution is transformative since the features of the hardware and the applications accessed through subscription-based services significantly affect the overall operation and interaction of the combined solution (i.e., collecting data and analyzing such data to provide fleet management services). Neither is merely additive to the other as there is no stand-alone functionality of either the hardware or subscription-based services. Based on this interdependence, the Company recognizes hardware and monthly subscription services revenue over time on a monthly basis. Revenue recognition should follow a pattern and expected timing that corresponds to the transfer of the goods and services related to the hardware asset. The Company has determined that a majority of customers stay longer than the customer’s initial contract term; therefore, revenue recognition related to hardware sales over the initial contract term is not appropriate. Rather, the average life of the hardware is a consistent measure of ratable recognition for the revenue as it most consistently matches the transfer to the customer of the subscription-based services and is a primary component for the fleet management services. In cases where the initial contract term is less than five years, a portion of the total contract consideration received represents a material right under which the Company promises to provide fleet management services on a discounted basis for the remaining useful life of the hardware. As such, for contract durations of less than 5 years, there are two performance obligations, a combined performance obligation for the hardware and subscription representing fleet management services, and a material right to renew fleet management services on a discounted basis. The amount allocable to the fleet management service is recognized over the duration of the customer contract; amounts allocable to the material right are recognized ratably over the period that represents the difference between the hardware useful life of 5 years and the initial contract term.

SaaS—Vehicle Intelligence Services

The Company provides vehicle intelligence services to certain customers that are primarily comprised of wireless communications hardware with embedded software and related application and subscription-based services.

The wireless communications hardware is highly interdependent and interrelated with the subscription-based services. The Company’s assessment of interdependence and interrelation was based upon the following key considerations: the hardware is not sold separately from the subscription-based services; the hardware and applications used in delivery of subscription-based services are both propriety and will not function with third-party devices or software; the functionality of the combined solution is transformative since the features of the hardware and applications accessed through subscription-based services significantly affect the overall operation and interaction of the combined solution (i.e. collecting data and analyzing such data to provide vehicle intelligence services). Neither is merely additive to the other as there is not stand-alone functionality of either the hardware or subscription-based services. Based on this interdependence, the Company recognizes hardware and monthly subscription services revenue over time on a monthly basis. Revenue recognition should follow a pattern and expected timing that corresponds to the transfer of the goods and services related to the hardware asset. The Company has determined that a majority of customers stay longer than the customer’s initial contract term; therefore, revenue recognition related to hardware sales over the initial contract term is not appropriate. Rather, the average service life of the hardware during which vehicle intelligence services are provided is a consistent measure of ratable recognition for the revenue as it most consistently matches the transfer to the customer of the subscription-based services and is a primary component for the vehicle intelligence services. In cases where the initial contract term is less than the expected in-service life of the hardware, a portion of the total contract consideration received represents a material right under which the Company promises to provide vehicle

F-18

intelligence services on a discounted basis for the remaining in-service life of the hardware. As such, for contract durations less than the average in-service life, there are two performance obligations, a combined performance obligation for the hardware and subscription representing vehicle intelligence services, and a material right to renew vehicle intelligence services on a discounted basis. The amount allocable to the vehicle intelligence service is recognized over the duration of the customer contract; amounts allocable to the material right are recognized ratably over the period that represents the difference between expected hardware in-service life and the initial contract term.

Other IP-based Licenses

The Company licenses subsets of the data contained in its proprietary databases. The licensed data includes information on vehicle repair, diagnostic, service and maintenance, and vehicle part interchangeability. This data is sold to repair shops, salvage yards and tool manufacturers. Customers download the raw data to be used either locally or integrated into their own products and services. The licensed data is sold as a term license with updates or refreshes to the data occurring throughout the contract term. In certain instances, the nature of the data is dynamic and the frequent updates are integral to the value of the product. For these, the Company has concluded that although the data downloads are licenses by nature, they are akin to SaaS, and to be recognized over time. Otherwise, the licenses generally have significant stand-alone functionality to the customer upon delivery. The nature of the Company’s promise in granting the license to the data to a customer is to provide the customer a right to use the Company’s IP, and these licenses are generally considered distinct performance obligations. Therefore, revenue allocated to these IP-based licenses is typically recognized at a point in time upon delivery of the data.

Software and Data Maintenance and Support

The software and other IP-based licenses are typically sold with coterminous maintenance (i.e., a “subscription”). This service is bundled together with the licensed product for one combined price. Software and data maintenance include updates and version upgrades as well as technical support provided via phone, website or dedicated support technicians. Other IP-based product maintenance includes refreshes or updates of the raw data subset(s) downloaded by the customer. The Company satisfies the maintenance performance obligation over the contract term because the customer is expected to benefit from the service consistently throughout the contract. As such, revenue allocated to maintenance performance obligations is recognized ratably over the relevant contract terms as it represents a stand-ready performance obligation comprised of a series of distinct daily services.

BPaaS

The Company provides various BPaaS to customers that purchase access to the services on an as-needed basis. These services are primarily sold to insurance companies and vehicle dealerships.

The nature of the Company’s promise to the customer is to stand ready to perform an unspecified quantity of outsourced or transaction-processing services for a specified term or terms. Accordingly, the services are generally viewed as stand-ready performance obligations comprised of a series of distinct daily services. The Company typically satisfies its BPaaS performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the efforts are expended throughout the period given the nature of the promise is a stand-ready service. BPaaS is generally priced on a per transaction fee basis. The Company has evaluated its variable payment terms related to its BPaaS performance obligations and concluded that the fees generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the requisite criteria are met, variable fees are allocated to and recognized on the day in which the fees become billable to the customer.

F-19

Contract Costs

Contract costs primarily consist of sales commissions that are incremental to obtaining a contract with a customer. Additionally, contract costs include costs associated with the hardware sold to customers in connection with fleet management and vehicle intelligence services which represent a cost of fulfilling the combined performance obligation contract in accordance with ASC 340-40 Other Assets and Deferred Costs—Contracts with Customers. These costs are capitalized and recorded in other current assets and other noncurrent assets in the accompanying consolidated balance sheets. Those capitalized costs are amortized over the expected period of benefit, either commensurate with the recognition of revenue for the underlying products or services as the performance obligations are satisfied or over the shorter of the estimated customer life or estimated life of the technology provided in the underlying contract. The Company elected the ASC 606 policy election to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

Sales and Related Taxes Collected

Sales and related taxes collected from customers and remitted to various governmental agencies are excluded from reported revenues in the consolidated statements of loss.

Cost of Revenues, Excluding Depreciation and Amortization

The Company incurs cost of revenue primarily through acquiring, managing, and delivering its offerings. These costs include personnel, information technology, data acquisition, and occupancy costs, as well as implementation and other professional services costs.

Acquisition and Related Costs

Acquisition and related costs include legal and other professional fees and other transaction costs associated with completed and contemplated business combinations and asset acquisitions, costs associated with integrating acquired businesses, including costs incurred to eliminate workforce redundancies and for product rebranding, and other charges incurred as a direct result of acquisition efforts. These other charges include changes to the fair value of contingent purchase consideration, acquired assets, and assumed liabilities subsequent to the completion of the purchase price allocation, purchase consideration that is deemed to be compensatory in nature, and incentive compensation arrangements with continuing employees of acquired companies.

Foreign Currency Translation and Transactions

For the majority of the Company’s foreign subsidiaries, the local currency is its functional currency. Functional currencies of significant foreign subsidiaries include Euros, British Pounds, Swiss francs, Canadian dollars, Brazilian reals, and Mexican pesos.

Local currency financial results are translated into U.S. dollars based on average exchange rates prevailing during the reporting period for the consolidated statement of loss and certain components of the consolidated equity and are translated into U.S. dollars based on the exchange rate at the end of that period for the Company’s consolidated balance sheet. These translations resulted in net foreign currency translation adjustments, net of noncontrolling interest and tax, of $(68.5) million, $(142.9) million, and $272.6 million during the fiscal years ended March 31, 2023, 2022, and 2021 respectively, which are recorded as a component of accumulated other comprehensive loss.

During the fiscal years ended March 31, 2023, 2022, and 2021, net foreign currency transaction losses (gains) recognized in other expense (income) in the consolidated statements of loss were $5.0 million, $(132.3) million, and $46.4 million, respectively.

F-20

Income Taxes

The Company is a corporation and, as a result, is subject to federal and state income taxes in the United States and certain foreign jurisdictions (primarily in France, Germany, Switzerland, Netherlands, Mexico, and Canada). Omnitracs Topco, LLC is treated as a partnership for United States federal income tax purposes and therefore does not pay federal income tax on its taxable income. Instead, the Omnitracs Topco, LLC members are liable for federal income tax on their respective shares of the Company’s taxable income reported on the members’ United States federal income tax returns.

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within the income tax provision.

In determining income for financial statement purposes, the Company must make estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating the ability to recover the Company’s deferred tax assets, the Company considers all available positive and negative evidence including past operating results, the existence of cumulative losses in the most recent years, and the forecast of future taxable income. In estimating future taxable income, the Company develops assumptions, including the amount of future state, federal, and non-U.S. pre-tax operating income; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company uses to manage the underlying businesses.

The Company believes that it will generate sufficient future taxable income in the appropriate jurisdictions to realize the tax benefits related to the net deferred tax assets on the Consolidated Balance Sheet. However, any reduction in future taxable income, including any future restructuring activities, may require the Company to record an additional valuation allowance against deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in such period and could have a significant impact on future earnings. Conversely, a decrease in the valuation allowance would reduce income tax expense recorded in the future.

The Company determines whether it is more likely than not that a tax position will be sustained upon the technical merits of the position. The tax benefit of any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the uncertainty. To the extent a full benefit is not realized on the uncertain tax position, an income tax liability is established. The Company adjusts these liabilities as a result of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in an expense that is significantly different from the current estimate of the tax liabilities.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. Changes in tax laws and rates could affect recorded deferred tax assets.

F-21

Redeemable Preferred Stock

The Company classifies its conditionally redeemable preferred shares, which are subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity in the mezzanine section of the consolidated balance sheets, in accordance with the guidance enumerated in FASB ASC No. 480-10 “Distinguishing Liabilities from Equity”, FASB ASC No. 210 “Classification and Measurement of Redeemable Securities” and Rule 5-02.28 of Regulation S-X, when determining the classification and measurement of preferred stock.

The preferred shares, which are redeemable preferred securities, are reported at their current liquidation preference amount. Redeemable securities initially are recorded at their fair value minus the initial issue discount minus any bifurcated financial instruments and then are subsequently adjusted for changes in the preferred stock value in accordance with the following guidelines:

• When an equity instrument is not currently redeemable, but it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passage of time), then changes in the redemption value are recognized as they occur, and the carrying amount of the instrument is adjusted to equal the current redemption value. An increase in the carrying amount of the instrument reduces income available to common shareholders in the calculation of earnings per share.

• When the liquidation preference increases on preferred shares in a form of a dividend it is added to the preferred stock carrying amount and reduces income available to common shareholders in the calculation of earnings per share. The preferred shares were redeemed during the fiscal year ended March 31, 2022 refer to additional discussion in Note 7 – Mezzanine Equity.

Financial Instruments and Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is a market-based measure considered from the perspective of a market participant. Accordingly, even when market assumptions are not readily available, the Company’s own assumptions reflect those that market participants would use in pricing the asset or liability at the measurement date.

The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

• Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

• Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

• Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for accounts receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.

F-22

Derivatives

Derivatives to mitigate interest and foreign exchange rates risks financial instruments are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, the effective portions of the changes in the fair value of the derivative are initially recorded in accumulated other comprehensive loss and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. Ineffective portions of changes in the fair value of cash flow and net investment hedges are recognized as a charge or credit to earnings. Derivative instruments not designated as hedges are marked-to-market at the end of each period with changes in fair value recognized in earnings.

Warrants

The Company evaluated the Solera Series A Warrants and Series B Warrants (collectively, the “Warrants”) under ASC 815-40, Derivatives and Hedging—-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be indexed to the Company’s own stock. Specifically, the settlement amount under the Warrants may be adjusted by items that are not permissible under the indexation guidance. As such, the Warrants do not meet the criteria under ASC 815-40 to be classified in equity. The Warrants are accounted for as a derivative liability because they contain a cash settlement provision and other bifurcated embedded derivatives classified as a liability. They are initially measured at issue-date fair value, and subsequently remeasured at each reporting period, with the resulting adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, the fair value will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then it will be classified as equity at such date-of-occurrence adjusted fair value. The Warrants were settled during the fiscal year ended March 31, 2022. Refer to Note 12—Derivative Financial Instruments for additional information.

Advertising Costs

Advertising costs are expensed when incurred and are included in selling, general and administrative expenses. Total advertising costs were $30.6 million, $19.1 million, and $11.5 million for the fiscal years ended March 31, 2023, 2022, and 2021, respectively.

Share-Based Compensation

Expenses related to share-based payment awards are recorded in the period to which the services rendered for these awards relate. These awards are in the form of stock options, restricted stock, restricted stock units (“RSUs”) and profits interests. Shares of common stock issued upon exercise of stock options will be from previously unissued shares. The grant date fair value of stock options and profits interests with vesting contingent upon the achievement of service and performance conditions are estimated using the Black-Scholes option pricing models. The grant date fair value of RSUs and restricted stock is determined based upon the fair value of the underlying common shares.

Share-based compensation expense associated with equity awards with vesting contingent upon the achievement of service conditions is recognized on a straight-line basis over the requisite service period of the award, which generally equals the vesting period, as compensation expense. Share-based compensation expense associated with equity awards with vesting contingent upon the achievement of performance conditions is recognized on an accelerated basis over the derived service period when achievement of performance condition is considered probable. The Company accounts for forfeitures in compensation costs when they occur. No compensation cost is recorded for awards that do not vest.

Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards and stock price volatility. The estimate of the expected

F-23

term of options granted was determined using estimates of timing to a potential change of control transaction. The expected volatility is based on the volatility of similar entities. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, size and financial leverage. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, stock-based compensation expense could be materially different in the future.

Loss Per Share

The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options to purchase common shares, and contingently issuable shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive.

Guarantees

A liability is recognized for the fair value of any guarantees at the inception of a guarantee.

Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer (“CEO”).

Under the provision of ASC 280, Segment Reporting, for the historical periods under common control, the Company has determined that there are four reportable segments: Vehicle Claims, Vehicle Solutions, Vehicle Repairs, and Fleet Solutions. See Note 19, “Segment Information,” for further information.

Variable Interest Entity (“VIE”)

Solera Auto Finance, LLC (“SAF”), a wholly owned subsidiary of the Company, provides financing solutions to the non-prime segment of used car buyers. The business was launched in March 2022 and is primarily funding loan originations with cash. In September 2022, SAF executed a transaction with a third-party investor to obtain financing on a defined pool of previously originated loans with an unpaid principal balance of $25 million (the “Loans”, and broadly, the “Loan Transaction”). To affect the Loan Transaction, SAF established two subsidiaries, SAF Depositor, LLC (“Depositor”) (wholly-owned by SAF) and SAF SFG1, LLC (“SFG1”). An unrelated third party investor holds 100% of Class A and B units, and 75% Class C units; the remaining 25% of Class C units and 100% of Class D units are indirectly held by the Company through its subsidiaries. SFG1 is considered a VIE because holders of its equity at risk lack the characteristics of a controlling financial interest. Specifically, holders of equity at risk do not have the power, through voting or similar rights, to direct the activities that most significantly affect SFG1’s performance. The Company has determined that it has the power to direct the activities of the VIE that most significantly impact its economic performance, and the Company has the obligation to absorb losses of and the right to receive benefits from the VIE that could potentially be significant to it. The Company therefore determined that it is the primary beneficiary of the VIE, and as a result, the Company consolidates the VIE. Total assets held by SFG1 were $18.0 million as of March 31, 2023.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”), which simplifies the

F-24

accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 also improves and amends the related Earnings Per Share guidance for both Subtopics. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 was effective for annual reporting periods beginning after December 15, 2021. The Company adopted the new standard in the first quarter of fiscal year 2023 and the adoption did not have a material impact to the Company’s consolidated financial statements.

In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “Earnings Per Share”. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted the new standard in the first quarter of fiscal year 2023 and the adoption did not have a material impact to the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, an update to accounting guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to their recognition and measurement. The update requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This generally will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquire immediately before the acquisition date. Historically, such amounts were recognized by the acquirer at fair value. The update was effective for the Company in the first quarter of 2023 and is applicable to transactions occurring on or after the effective date. There was no impact to the Company’s consolidated financial statements in the period of adoption, and future impacts will depend on the facts and circumstances of any future transactions.

New Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard addresses the risks from the discontinuation of the London Interbank Offered Rate (LIBOR) and provides optional expedients and exceptions to contracts, hedging relationships and other transactions that reference LIBOR if certain criteria are met. This guidance previously was effective and could be applied beginning March 12, 2020 through December 31, 2022. In January 2021 the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This standard clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This standard defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. This guidance is effective and may be applied beginning January 7, 2021 through December 31, 2024. The Company does not expect any material impact of adoption of the standards on the consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842):Common Control Arrangements. This standard simplifies the analysis of the legally enforceable terms and conditions for arrangements between entities under common control. Additionally, this standard changes this guidance with respect to leasehold improvements associated with leases between entities under common control. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company does not expect any material impact of adoption of this standard on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adoption of the standard on the consolidated financial statements.

F-25

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard aims to enhance the transparency and decision usefulness of income tax disclosures. This guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adoption of the standard on the consolidated financial statements.

3. Business Combinations

The Company seeks acquisition targets with strong, entrepreneurial management teams that can be incented to drive achievement of targets, often in conjunction with performance based earn-outs. The Company seeks acquisition targets that can achieve acceptable margin levels within a reasonable amount of time. Finally, acquisition targets must have a strategic fit with the Company’s core operations. There were no acquisitions during the fiscal year ended March 31, 2023.

Fiscal Year 2022

Omnitracs Acquisition

On June 4, 2021, the Company completed the acquisition of 92.28% of the equity of Omnitracs for total purchase consideration of $975.1 million. Consideration consisted of 119,281 shares of Solera common stock and 7.8% of the equity of DealerSocket, LLC and Solera, LLC, which hold the operating assets of DealerSocket and Solera, respectively. Subsequent to the close of the transaction, on June 7, 2021, the Company provided additional consideration of 7,915 shares of Solera common stock with the fair value of $20.0 million, to acquire additional units of Omnitracs representing an additional 0.22% interest in Omnitracs.

Upon completion of an initial public offering, the remaining existing equity holders of Omnitracs will have the option to exchange their remaining ownership in Omnitracs for 291,494 shares of Class A common stock of Solera Global Corp. at a future date. The consummation of the transaction resulted in Solera Global Corp. holding an over 90% controlling interest in the aggregate combined Solera, DealerSocket and Omnitracs operating entities. The acquisition costs incurred in the Omnitracs acquisition were $2.6 million which are recorded in acquisition and related costs in the consolidated statement of loss.

The Omnitracs transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. Treatment as a business combination is based upon the following primary considerations: the counterparties in the transaction are not under common control with the Company, there is no concentration of substantially all the fair value of assets acquired in a single asset or group of similar assets, and Omnitracs had substantive processes that contributed to the ability to produce outputs, including an organized

F-26

workforce which was acquired. The Company has determined the fair values of the assets acquired and liabilities assumed at the transaction date. The following table summarizes the purchase price allocation (in thousands):

Fair value of consideration transferred	$	975,118
Estimated fair value of assets acquired:
Cash and cash equivalents		32,998
Accounts receivables, net		75,134
Other current assets		51,061
Property, plant and equipment		31,348
Intangible assets		788,040
Deferred income tax assets		4,141
Other noncurrent assets		67,408
Total assets acquired		1,050,130
Estimated fair value of liabilities assumed:
Accounts payable		32,547
Accrued expenses and other current liabilities		125,355
Current portion of long term debt		31,707
Long-term debt		1,042,811
Other noncurrent liabilities		126,753
Deferred income tax liabilities		50,106
Total liabilities assumed		1,409,279
Total identifiable net assets (liabilities)		(359,149	)
Noncontrolling interest in Omnitracs		(81,577	)
Goodwill		1,415,844
Fair value of consideration transferred	$	975,118

The excess of the total equity value of Omnitracs (equal to the sum of fair value of consideration transferred and fair value of the noncontrolling interest) over net assets acquired was recorded as goodwill. The fair value of the noncontrolling interest in Omnitracs was determined to be $81.6 million as of the transaction date. Noncontrolling interest was measured based upon application of the pro rata share Omnitracs equity not acquired by the Company to the total fair value of Omnitracs equity outstanding at the transaction date. Based upon terms of the purchase agreement, the Company determined that no discount for lack of marketability was required in the determination of fair value for the noncontrolling interest. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. The amount of goodwill that is expected to be deductible for tax purposes is $108.0 million.

Subsequent to the initial purchase price allocation for Omnitracs, the Company further evaluated the tax structure of Omnitracs, resulting in a determination that the Company would be able to undertake a tax-free liquidation of certain subsidiaries as necessary. This change resulted in a measurement period adjustment related to deferred tax liabilities and goodwill.

The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date:

	Fair Value (in thousands)		Remaining Useful Life (in years)		Weighted average amortization period (in years)
Trademark		22,000		5		5
Technology		329,440		5-6		5
Customer relationships		436,600		20		20
Total identified intangible assets	$	788,040

F-27

Intangible assets acquired as a result of the Omnitracs acquisition are being amortized on an accelerated amortization basis to reflect the pattern in which the economic benefits of the intangible assets are realized.

The fair value for Trademark and Technology were estimated using the income approach, specifically the relief-from-royalty method which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or licenses fees on revenues earned through the use of the asset. The fair value of Customer Relationships was estimated using the multi-period excess earnings method. The multi-period excess earning method model estimates revenues and cash flows derived from the asset and then deductions portions of the cash flow that can be attributed to supporting assets. The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value.

eDriving Acquisition

On June 1, 2021, the Company acquired 100% of the equity of eDriving, LLC (“eDriving”). eDriving, based in New Jersey, helps organizations around the world to reduce incidents, collisions, injuries, license violations, carbon emissions, and total cost of fleet ownership through its patented digital driver risk management programs. Total fair value of purchase consideration was $233.0 million, consisting of $202.4 million in cash paid at closing, $25.0 million in deferred cash consideration paid on the one-year anniversary of the transaction, and contingent consideration of $5.7 million. Identifiable net assets acquired consisted predominantly of intangible assets of $76.7 million and goodwill of $159.7 million. eDriving is immaterial to the results of operations of the Company.

ENData Acquisition

On December 1, 2021, the Company acquired 100% of the equity of ENData Pty Ltd. (“ENData”). ENData, based in Queensland, Australia is a leader in the Australian property claims market. Total fair value of purchase consideration was $18.9 million Australian dollars (AUD) paid at closing. The USD equivalent purchase consideration was approximately $13.5 million.

Identifiable net assets acquired consisted predominantly of intangible assets of $7.1 million and goodwill of $7.2 million. ENData is immaterial to the results of operations of the Company.

Spireon Acquisition

On March 1, 2022, the Company, through a subsidiary of Omnitracs, acquired 100% of the equity of Spireon Holdings, Inc. and Spireon-ATS Holdings, Inc. (collectively, “Spireon”) from Spireon Holdings, L.P. Total fair value of purchase consideration was $776.3 million, consisting of $393.2 million in cash paid at closing, a deferred cash payment of $125.0 million due on September 1, 2022, fair value contingent consideration of $45.6 million, payable in first quarter of calendar year 2023 in an amount not to exceed $87.5 million and tied to achievement of revenue and profitability metrics for calendar year 2022, and 24,221.57 Class A Units of Omnitracs Topco, LLC, representing fair value consideration of $212.5 million. The acquisition costs incurred in the Spireon acquisition were $5.8 million which are recorded in acquisition and related costs in the consolidated statement of loss.

The Spireon transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. Treatment as a business combination is based upon the following primary considerations: the counterparties in the transaction are not under common control with the Company, there is no concentration of substantially all the fair value of assets acquired in a single asset or group of similar assets, and Spireon had substantive processes that contributed to the ability to produce outputs, including an organized workforce which was acquired. The Company determined the fair values of the assets acquired and liabilities assumed at the transaction date. During the fiscal year ended March 31, 2023, the Company performed additional

F-28

analysis regarding the nature and status of remaining unsatisfied performance obligations on acquired customer contracts and as a result has revised the preliminary fair value of acquired deferred revenue and associated deferred income taxes, with a corresponding adjustment to goodwill. The following table summarizes the purchase price allocation (in thousands):

Fair value of consideration transferred	$	776,251
Estimated fair value of assets acquired:
Cash and cash equivalents		5,867
Accounts receivables, net		16,754
Other current assets		32,447
Property, plant and equipment		19,016
Intangible assets		504,620
Other noncurrent assets		4,117
Total assets acquired		582,821
Estimated fair value of liabilities assumed:
Accounts payable		14,025
Accrued expenses and other current liabilities		64,156
Deferred income tax liabilities		91,548
Other noncurrent liabilities		49,557
Total liabilities assumed		219,286
Total identifiable net assets (liabilities)		363,535
Goodwill		412,716
Fair value of consideration transferred	$	776,251

The excess of the total equity value of Spireon over net assets acquired was recorded as goodwill. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. The amount of goodwill that is expected to be deductible for tax purposes is zero.

The following table summarizes the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date:

	Fair Value (in thousands)		Remaining Useful Life (in years)		Weighted average amortization period (in years)
Trademark		60,500		1.5-Indefinite		4
Technology		134,270		9.5		9.5
Customer relationships		309,850		15-20		19.6
Total identified intangible assets	$	504,620

Intangible assets acquired as a result of the Spireon acquisition are being amortized on an accelerated amortization basis to reflect the pattern in which the economic benefits of the intangible assets are realized.

The fair value for Trademark and Technology were estimated using the income approach, specifically the relief-from-royalty method which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or licenses fees on revenues earned through the use of the asset. The fair value of Customer Relationships was estimated using the multi-period excess earnings method. The multi-period excess earning method model estimates revenues and cash flows derived from the asset and then deductions portions of the cash flow that can be attributed to supporting assets. The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value.

F-29

Unaudited Pro Forma Financial Information

The amounts of revenue and earnings of Omnitracs included in the Company’s consolidated statement of loss from the acquisition date to the period ending March 31, 2022 are as follows (in thousands):

	June 4, 2021 to March 31, 2022
Revenues	$	412,788
Loss before income taxes	$	(27,040	)

The amounts of revenue and earnings of Spireon included in the Company’s consolidated statement of loss from the acquisition date to the period ending March 31, 2022 are as follows:

	March 1, 2022 to March 31, 2022
Revenues	$	19,986
Loss before income taxes	$	(1,056	)

The following unaudited pro forma financial information consolidates the unaudited consolidated results of operations as if the acquisition of Omnitracs and Spireon had occurred as of April 1, 2020 (in thousands):

Year Ended March 31, 2022
	Consolidated			Omnitracs			Spireon			Pro Forma Consolidated
Revenues	$	2,205,076		$	87,420		$	151,091		$	2,443,587
Depreciation and amortization		400,828			31,855			42,046			474,729
Interest expense, net		465,032			—			45,925			510,957
Loss before income taxes	$	(217,813	)	$	(12,292	)	$	(95,728	)	$	(325,833	)

Year Ended March 31, 2021
	Consolidated			Omnitracs			Spireon			Pro Forma Consolidated
Revenues	$	1,661,515		$	452,057		$	122,873		$	2,236,445
Depreciation and amortization		313,450			178,252			39,618			531,320
Interest expense, net		326,687			—			50,100			376,787
Loss before income taxes	$	(198,990	)	$	(79,357	)	$	(61,122	)	$	(339,469	)

The amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Omnitracs and Spireon to reflect additional depreciation, amortization, and other purchase accounting adjustments assuming the fair value adjustments to the property and equipment and intangibles assets and other purchase accounting adjustments have been applied on April 1, 2020.

Fiscal Year 2021

During the fiscal year ended March 31, 2021, the Company acquired one business for approximately $10.7 million in cash paid at closing and additional future cash payments of up to $2.3 million contingent upon the passage of certain time-based milestones. The acquisition was immaterial to the consolidated financial statements of the Company.

F-30

4. Intangible Assets and Goodwill

Intangible Assets

Intangible assets consist of the following (in thousands):

	March 31, 2023							March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Intangible Assets, net		Gross Carrying Amount		Accumulated Amortization			Intangible Assets, net
Amortized intangible assets:
Internally developed software	$	417,027	$	(287,739	)	$	129,288	$	361,863	$	(256,235	)	$	105,628
Purchased customer relationships		1,667,106		(718,292	)		948,814		1,687,807		(597,003	)		1,090,804
Purchased trade names and trademarks		72,991		(52,909	)		20,082		72,010		(38,483	)		33,527
Purchased technology and databases		1,686,221		(1,350,206	)		336,015		1,714,961		(1,176,329	)		538,632
	$	3,843,345	$	(2,409,146	)	$	1,434,199	$	3,836,641	$	(2,068,050	)	$	1,768,591
Intangible assets not subject to amortization:
Purchased trade names and trademarks with indefinite lives		322,378		—			322,378		330,538		—			330,538
	$	4,165,723	$	(2,409,146	)	$	1,756,577	$	4,167,179	$	(2,068,050	)	$	2,099,129

Amortization of intangible assets totaled $386.3 million, $362.8 million, and $280.5 million for fiscal years ended March 31, 2023, 2022, and 2021, respectively.

Estimated future amortization expense related to intangible assets subject to amortization at March 31, 2023 is as follows (in thousands):

2024	$	325,848
2025		254,449
2026		174,972
2027		123,580
2028		97,065
Thereafter		458,285
Total	$	1,434,199

Goodwill

Prior to the reorganization under common control and Omnitracs Acquisition in June 2021, the Company consisted of two operating and reportable segments, Solera and DealerSocket. Solera consisted of multiple geographically based reporting units while DealerSocket consisted of a single reporting unit. During the second quarter of fiscal year 2022, following the completion of these transactions, the Company re-evaluated is operating segments and reporting units, resulting in identification of four operating and reportable segments, each of which consists of a single reporting unit, as described in Note 2—Significant Accounting Policies. In connection with this change in reporting units, the Company performed a reallocation of goodwill on a relative fair value basis.

F-31

The activity for goodwill for the years ended March 31, 2023 and March 31, 2022 are as follows (in thousands):

	Vehicle Claims			Vehicle Solutions			Vehicle Repair			Fleet Solutions			Total
Balance at April 1, 2022	$	2,321,528		$	1,835,199		$	790,912		$	1,693,069		$	6,640,708
Foreign currency translation effect for the fiscal year ended March 31, 2023		(55,990	)		(2,808	)		(7,686	)		(25,456	)		(91,940	)
Measurement period adjustments		—			34,153			—			(335	)		33,818
Current period divestitures		—			—			—			(3,384	)		(3,384	)
Balance at March 31, 2023	$	2,265,538		$	1,866,544		$	783,226		$	1,663,894		$	6,579,202

	Solera			DealerSocket			Vehicle Claims			Vehicle Solutions			Vehicle Repair			Fleet Solutions		Total
Balance at April 1, 2021	$	4,489,379		$	329,290		$	—		$	—		$	—		$	—	$	4,818,669
Foreign currency translation effect for the three months ended June 30, 2021		45,338			—			—			—			—			—		45,338
Goodwill allocation		(4,534,717	)		(329,290	)		2,470,490			1,556,623			810,857			26,037		—
Current period acquisitions		—			—			15,088			309,141			—			1,638,630		1,962,859
Foreign currency translation effect for the nine months ended March 31, 2022		—			—			(164,050	)		(30,565	)		(19,945	)		28,402		(186,158	)
Balance at March 31, 2022	$	—		$	—		$	2,321,528		$	1,835,199		$	790,912		$	1,693,069	$	6,640,708

5. Revenue from Contracts with Customers

Disaggregation of Revenue

The Company primarily generates revenue from the United States (U.S.), United Kingdom and Europe but also generates revenue from operations in other areas around the world. The U.S. and the United Kingdom are the only countries that accounted for 10% or more of the Company’s consolidated revenues. The following table summarizes total revenues by geography (in thousands):

(in thousands)	U.S.		Europe (1)		United Kingdom		All Other		Total
Revenues:
Fiscal Year Ended March 31, 2023	$	1,458,225	$	379,608	$	248,629	$	273,925	$	2,360,387
Fiscal Year Ended March 31, 2022	$	1,284,237	$	420,009	$	251,842	$	248,988	$	2,205,076
Fiscal Year Ended March 31, 2021	$	860,875	$	426,093	$	244,367	$	130,180	$	1,661,515

(1) Excludes the United Kingdom.

F-32

The following table summarizes total revenues by type within each segment (in thousands):

	Vehicle Claims		Vehicle Solutions		Vehicle Repairs		Fleet Solutions		Total
Fiscal Year Ended March 31, 2023
SaaS	$	548,093	$	522,206	$	234,500	$	481,130	$	1,785,929
Other IP-based Licenses		22,358		1,040		22,519		7,577		53,494
Software and Data Maintenance and Support		3,634		182		2,306		14,740		20,862
BPaaS		107,716		217,653		—		71,887		397,256
Other (1)		5,909		70,463		1,320		25,154		102,846
Total Revenues	$	687,710	$	811,544	$	260,645	$	600,488	$	2,360,387
	Vehicle Claims		Vehicle Solutions		Vehicle Repairs		Fleet Solutions		Total
Fiscal Year Ended March 31, 2022
SaaS	$	591,054	$	472,116	$	242,869	$	394,230	$	1,700,269
Other IP-based Licenses		28,965		1,120		19,651		5,969		55,705
Software and Data Maintenance and Support		242		—		2,440		12,379		15,061
BPaaS		106,230		213,295		—		55,149		374,674
Other (1)		6,276		47,124		1,587		4,380		59,367
Total Revenues	$	732,767	$	733,655	$	266,547	$	472,107	$	2,205,076
	Vehicle Claims		Vehicle Solutions		Vehicle Repairs		Fleet Solutions		Total
Fiscal Year Ended March 31, 2021
SaaS	$	540,376	$	433,215	$	244,638	$	—	$	1,218,229
Other IP-based Licenses		28,954		37,292		4,873		—		71,119
Software and Data Maintenance and Support		4,486		252		353		—		5,091
BPaaS		100,419		193,327		—		27,463		321,209
Other (1)	$	5,324	$	35,325	$	5,218	$	—	$	45,867
Total Revenues	$	679,559	$	699,411	$	255,082	$	27,463	$	1,661,515

(1) Primarily comprised of professional services, hardware, and financing income from SAF.

Contract Balances

The unbilled accounts receivable and the contract cost asset—short term amounts indicated below are presented within accounts receivable, net, and other current assets, respectively, in the consolidated balance sheets. The contract cost asset—long term amounts indicated below are presented within other noncurrent assets in the consolidated balance sheets. The deferred revenue—long term amounts indicated below are presented within other noncurrent liabilities in the consolidated balance sheets. Generally, the customer contracts provide an unconditional right to be entitled to invoice and payment upon delivery of services and the right to receive consideration is not dependent upon the delivery of multiple performance obligations under the contract. As such, the unbilled accounts receivable included within contract asset balances are immaterial and if such balances exist, they are transferred to receivables when the rights to invoice and receive payment become unconditional.

F-33

Contract balances are as follows (in thousands):

	As of March 31,
	2023		2022
Unbilled accounts receivable	$	24,645	$	19,814
Contract cost assets—short term	$	61,784	$	57,879
Contract cost assets—long term	$	94,293	$	30,890
Deferred revenue—short term	$	227,977	$	183,388
Deferred revenue—long term	$	187,500	$	129,322

Amortization expense of contract cost asset is as follows (in thousands):

	Fiscal Years Ended March 31,
	2023		2022		2021
Contract cost asset—amortization expense	$	51,923	$	20,434	$	6,895

Changes in unearned revenue were as follows (in thousands):

Balance—beginning of period April 1, 2021	$	89,501
Deferral of revenue		479,052
Recognition of unearned revenue		(446,741	)
Acquisition of Omnitracs deferred revenue		148,668
Acquisition of Spireon deferred revenue		46,266
Currency translation adjustment		(4,036	)
Balance—end of period March 31, 2022	$	312,710
Balance—beginning of period April 1, 2022	$	312,710
Deferral of revenue		1,438,782
Recognition of unearned revenue		(1,369,840	)
Spireon measurement period adjustment		39,397
Currency translation adjustment		(5,572	)
Balance—end of period March 31, 2023	$	415,477

Transaction Price Allocated to Future Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue. The Company has elected the practical expedient to exclude from disclosure performance obligations that are part of a contract that has an expected duration of one year or less or for which revenue is recognized equal to the amount the Company has the right to invoice. The value of the transaction price allocated to remaining performance obligations as of March 31, 2023 was $665.1 million. The Company expects to recognize the remaining performance obligations as revenue over the next five years. The Company expects to recognize approximately $321.6 million of its remaining performance obligations as revenue over the next twelve months, and the remainder thereafter.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, and adjustments for currency.

F-34

6. Leases

The Company determines whether a contract is or contains a lease at contract inception. With respect to ROU assets, operating lease ROU assets are included in noncurrent assets, while finance lease ROU assets are included in property and equipment, net in the consolidated balance sheets. With respect to lease liabilities, the current portion of operating lease liabilities is in current operating lease liabilities, while the noncurrent portion of operating lease liabilities is in operating lease liabilities (net of current portion), in the consolidated balance sheets. The current portion of finance lease liabilities are included in accrued expenses and other current liabilities, while the noncurrent portion of finance lease liabilities are included in other noncurrent liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

In the consolidated statements of loss, lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and amortization expense is recognized on the ROU asset over the lease term.

The Company has operating and finance leases for real estate, vehicles, and equipment. The leases have remaining lease terms ranging from a month to 10 years, some of which include options to extend the leases. The Company includes renewal options that are reasonably certain to be exercised as part of the lease term. In addition, some leases include options to terminate the lease. The Company generally negotiates these termination clauses in anticipation of any changes in market conditions; however, based on historical experience and the intent of management with respect to these leases, the Company does not anticipate that it will exercise the majority of its termination options. The Company assumes the majority of its termination options will not be exercised when determining the lease term of its leases.

Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent.

Operating lease costs are $24.9 million, $25.2 million, and $22.0 million for the fiscal years ended March 31, 2023, 2022, and 2021, respectively. Finance lease interest expense and amortization of ROU assets is zero for the fiscal year ended March 31, 2023. The finance lease interest expense and amortization of ROU assets is $0.2 million and $0.1 million, respectively, for fiscal year ended March 31, 2022. The finance lease interest expense and amortization of ROU assets is $1.6 million and $3.8 million, respectively, for fiscal year ended March 31, 2021. Short-term lease cost and variable cost amounts included in the consolidated statements of loss are not material for the periods ended March 31, 2023, 2022, and 2021.

F-35

Other information related to leases is as follows (in thousands):

	Fiscal Year Ended March 31, 2023		Fiscal Year Ended March 31, 2022		Fiscal Year Ended March 31, 2021
Supplemental Cash Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,817	$	22,815	$	19,112
Operating cash flows from finance leases	$	—	$	204	$	780
Financing cash flows from finance leases	$	—	$	17	$	136
Non-cash ROU assets obtained in exchange for lease obligations:
Operating leases	$	9,804	$	4,117	$	7,508

Supplemental balance sheet information related to leases is as follows (in thousands except lease term and discount rate):

	March 31, 2023		March 31, 2022
Lease ROU assets:
Long-term	$	44,296	$	50,376
Lease liabilities:
Short-term	$	16,822	$	18,245
Long-term		46,571		57,086
Total operating lease liabilities	$	63,393	$	75,331

	March 31, 2023			March 31, 2022
Weighted average remaining lease term (in months)		59.9			59.8
Weighted average discount rate		6.8	%		5.8	%

Future lease payments under non-cancelable leases as of March 31, 2023 are as follows (in thousands):

	Operating Leases
2024	$	19,271
2025		15,689
2026		11,124
2027		9,250
2028		5,320
Thereafter		12,132
Total future undiscounted lease payments	$	72,786
Less: Imputed interest		(9,393	)
Total reported lease liabilities	$	63,393

For the fiscal year ended March 31, 2023, the Company exited a leased property and as a result derecognized a right-of-use asset in the amount of $3.8 million, derecognized a lease liability in the amount of $5.0 million, and recognized a gain in the amount of $0.4 million after associated broker fees. For the fiscal year

F-36

ended March 31, 2022, the Company decided to abandon five leased properties and is actively looking to sublease all. As a result, the Company reclassified $8.7 million and $11.2 million of finance lease assets and liabilities, respectively, to those of operating lease assets and liabilities, and the Company recognized asset impairment charges of $14.6 million related to right-of use assets.

7. Mezzanine Equity

Mezzanine Equity Activity

The following table summarizes the Solera Series A Preferred Stock, Series B Preferred Stock and Non-controlling interest activity (in thousands, except per share data):

	Solera Redeemable Series A Preferred Stock						Solera Redeemable Series B Preferred Stock						Total Solera Redeemable Preferred Stock			Redeemable Noncontrolling Interest
	Shares			Amount			Shares			Amount			Amount			Amount
Balance at April 1, 2020		1,179,645		$	1,199,645			250,000		$	437,899		$	1,637,544		$	110,730
Net Income		—			—			—			—			—			6,702
Other comprehensive income attributable to noncontrolling interest		—			—			—			—			—			6,619
Dividends and distributions to noncontrolling interest		—			—			—			—			—			(7,926	)
Paid-in-kind dividends gross up-PIK		117,799			117,799			—			64,357			182,156			—
Adjustment to redemption value for early redemption premium		—			(20,000	)		—			—			(20,000	)		—
Revaluation of redeemable noncontrolling interest		—			—			—			—			—			18,125
Balance at March 31, 2021		1,297,444			1,297,444			250,000			502,256			1,799,700			134,250
Net Income		—			—			—			—			—			8,647
Other comprehensive loss attributable to noncontrolling interest		—			—			—			—			—			(9,883	)
Dividends and distributions to noncontrolling interest		—			—			—			—			—			(8,083	)
Paid-in-kind dividends gross up-PIK		22,255			22,255			—			12,266			34,521			—
Revaluation of redeemable noncontrolling interest		—			—			—			—			—			(6,095	)
Redemption of preferred stock		(1,319,699	)		(1,319,699	)		(250,000	)		(514,522	)		(1,834,221	)		—
Balance at March 31, 2022		—			—			—			—			—			118,836
Net Income		—			—			—			—			—			7,236
Other comprehensive loss attributable to noncontrolling interest		—			—			—			—			—			(2,715	)
Dividends and distributions to noncontrolling interest		—			—			—			—			—			(11,438	)
Revaluation of redeemable noncontrolling interest		—			—			—			—			—			28,979
Balance at March 31, 2023		—		$	—			—		$	—		$	—		$	140,898

F-37

The following table summarizes the DealerSocket Series A Preferred Stock, Series B Preferred Stock and Non-controlling interest activity (in thousands, except per share data):

	DealerSocket Redeemable Series A Preferred Stock						DealerSocket Redeemable Series B Preferred Stock						Total DealerSocket Redeemable Preferred Stock
	Shares			Amount			Shares			Amount			Amount
Balance at April 1, 2020		137,364			236,718			137,139			417,074			653,792
Share-based compensation expense		—			—			365			648			648
Balance at March 31, 2021		137,364			236,718			137,504			417,722			654,440
Redemption of preferred stock		(137,364	)		(236,718	)		(137,504	)		(417,722	)		(654,440	)
Balance at March 31, 2022		—		$	—			—		$	—		$	—

There was no activity for DealerSocket Series A Preferred Stock and Series B Preferred Stock for the fiscal year ended March 31, 2023.

Redeemable Solera Series A Preferred Stock and Series B Preferred Stock

On March 4, 2016, Solera entered into securities purchase agreements (“Securities Purchase Agreements”), pursuant to which Solera issued an aggregate of 800,000 Series A preferred shares and 250,000 Series B preferred shares, $0.00001 par value per share (the “Series A Preferred Stock and the Series B Preferred Stock”), in payment of an aggregate of $800 million ($784 million net of initial discount of $16 million) and $250 million, respectively. Certain rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Series B Preferred Stock are summarized below:

• Ranking—The Series A Preferred Stock ranks senior to the common stock and to any other preferred stock. The Series B Preferred Stock ranks senior to the common equity and any other class of preferred equity, other than the Series A Preferred Equity.

• Warrants—Warrants provided to the purchasers of the preferred stock were issued pursuant to the Securities Purchase Agreements and warrant agreements (“the Warrants agreements”) consisting of:

• 120,000 detachable Warrants for Series A Preferred Stock of $120 million (exercise price of $1,000), with customary anti-dilution provisions and expiration date 60 days after full redemption or repurchase of Series A shares.

• 50,000 detachable Warrants for Series B Preferred Stock of $50 million (exercise price of $1,000), with customary anti-dilution provisions and expiration date 60 days after full redemption or repurchase of Series B shares.

• Dividend—The Series A Preferred Stock Liquidation Preference will increase at the rate of 9.5%, per annum, accumulating on a daily basis, compounding quarterly, in the form of a dividend accrual on the Liquidation Preference and payable in kind in additional shares. The Series B Preferred Stock Liquidation Preference will increase at the rate of 14%, per annum, accumulating on a daily basis, compounding semi-annually, in the form of a dividend accrual on the Liquidation Preference and payable in kind through increase in the stated value. The dividend however is only payable in connection with the payment of the Liquidation Preference upon the liquidation, dissolution or winding up of Solera or upon redemption of Series A Preferred Stock or Series B Preferred Stock, and in each case exchange for the surrender of the Series A Preferred Stock or Series B Preferred Stock.

• Dividend Step-Ups—For Series A Preferred Stock 1.0% on the 7th, 8th, 9th and 10th anniversaries of March 31, 2016 and for Series B Preferred Stock 1.0% on the 6th, 7th, 8th, 9th and 10th anniversaries of March 31, 2016.

• Dividend received deduction gross-up (“DRD”)—Issuer to make gross-up payment to the holders of Series A Preferred Stock or Series B Preferred stock if distributions (including certain deemed

F-38

distributions) are made for which such holders do not receive the benefit of the dividends received deduction (“DRD”) for tax purposes (e.g., because there is not sufficient earnings and profits for the distribution to qualify as a dividend or because a distribution made in the first two years after the closing is treated as an “extraordinary dividend” for tax purposes). Failure to make DRD gross-up payment when due will constitute an Event of Default.

• Liquidation event—Upon the liquidation, dissolution or winding up of Solera, each share of Series A Preferred Stock or Series B Preferred Stock is entitled to receive upon the surrender and cancellation of such shares (and prior to any distribution to holders of other equity securities), an amount equal to $1,000 per share plus all accrued dividends (the “Liquidation Preference”). A merger, consolidation, share exchange or other reorganization resulting in a change in control of the Company, or any sale of all or substantially all of the Company’s assets, will be deemed a liquidation and winding up for purposes of the Company’s obligation to pay the Liquidation Preference.

• Optional redemption—Series A Preferred Stock is callable at 105.0% between March 3, 2019 and prior to March 3, 2020, callable at 102.5% between March 3, 2020 until but not including March 3, 2021 and par on or after March 3, 2021. Series B Preferred Stock is callable 102.5% between March 3, 2019 until but not including March 3, 2020 and par on or after March 3, 2020.

• Mandatory redemption—Issuer must make an irrevocable unconditional offer to redeem all of a Preferred Equity holder’s share (and such holder may accept the offer as to some or all such shares) at the applicable redemption price upon (i) a liquidation, dissolution or wind up of Solera, Solera Parent Holding, LLC, Solera, LLC or any material subsidiary, (ii) an insolvency event constituting an “Event of Default”, (iii) a change of control of Issuer or (iv) an acceleration of material indebtedness as described under “Specified Event of Default”.

Solera applied the guidance enumerated in FASB ASC No. 480 “Distinguishing Liabilities from Equity”, FASB ASC No. 210 “Classification and Measurement of Redeemable Securities” and Rule 5-02.28 of Regulation S-X, when determining the classification and measurement of preferred stock. Solera classifies conditionally redeemable preferred shares, which includes preferred shares subject to redemption upon the occurrence of uncertain events not solely within the control of Solera, as temporary equity in the mezzanine section of the consolidated balance sheets.

Solera determined that the DRD liability is an embedded feature and the Warrant liability is a free-standing

financial instrument that would require separate reporting as a derivative instrument. The Series A Preferred Stock was initially recorded at the fair value of $800 million as of March 4, 2016, reduced by the initial issue discount of $16 million, the fair values of the warrants derivative liability of $57.9 million and the DRD derivative liability of $34.2 million, for a net value of $691.9 million. The Series B Preferred Stock was initially recorded at the fair value of $250 million as of March 4, 2016, reduced by the fair values of the warrants derivative liability of $24.1 million and the DRD derivative liability of $18.7 million, for a net value of $207.2 million.

On June 4, 2021, the Company redeemed the outstanding Series A and Series B Preferred Stock for $1,834.2 million.

Redeemable DealerSocket Series A Preferred Stock and Series B Preferred Stock

The DealerSocket Series A Preferred Stock have preferential liquidation and dividend rights and are non-voting, and the DealerSocket Series B Preferred Stock have voting rights. While there is no guaranteed dividend yield, these shares do have some preferential rights. Change of Control Transaction would trigger the preferred shareholders’ liquidation rights. A Change of Control Transaction is defined as (i) the owners are no longer beneficially owning at least 50% of the aggregate fair market value of all equity, or (ii) the owners no longer having a majority of votes on the board.

F-39

DealerSocket applied the guidance enumerated in FASB ASC No. 480 “Distinguishing Liabilities from Equity”, FASB ASC No. 210 “Classification and Measurement of Redeemable Securities” and Rule 5-02.28 of Regulation S-X, when determining the classification and measurement of preferred stock. DealerSocket classifies conditionally redeemable preferred shares, which includes preferred shares subject to redemption upon the occurrence of uncertain events not solely within the control of DealerSocket, as temporary equity in the mezzanine section of the consolidated balance sheets.

On June 4, 2021, the Company completed its merger as a common control transaction. The outstanding preferred and common stock of DealerSocket was exchanged with 214,929 shares of Solera’s common stock.

Redeemable Noncontrolling Interest

The noncontrolling stockholders of certain majority-owned subsidiaries of Solera have the right to require Solera to redeem their shares at the then fair market value. Accordingly, the Company has presented these redeemable noncontrolling interests as a mezzanine item in the consolidated balance sheets. If redeemable at fair value, the redeemable noncontrolling interests are reported at their fair value with any adjustment of the carrying value to fair value recorded to additional paid-in capital in consolidated equity. The fair value of redeemable noncontrolling interests is estimated through an income approach, utilizing a discounted cash flow model.

The Company does not have any indication that the exercise of the redemption rights is probable within the next twelve months. Further, the Company does not believe the occurrence of conditions precedent to the exercise of certain of these redemption rights is probable within the next twelve months. If the stockholders exercise their redemption rights, the Company believes that it has sufficient liquidity to fund such redemptions.

8. Other Financial Statement Captions

Other current assets

Other current assets consists of the following (in thousands):

	Fiscal Years Ended March 31,
	2023		2022
Inventory	$	106,148	$	68,779
Contract assets		61,784		57,879
Other		25,866		29,460
Other current assets	$	193,798	$	156,118

Property and equipment

Property and equipment, net consists of the following (in thousands):

	March 31,
	2023			2022
Land, buildings, and building improvements	$	8,133		$	8,275
Machinery and equipment		7,580			7,544
Furniture and fixtures		11,528			11,730
Data processing equipment		188,803			195,493
Leasehold improvements		30,670			32,242
Software licenses		11,349			62,726
Property and equipment, gross		258,063			318,010
Less: Accumulated depreciation		(128,928	)		(189,205	)
Property and equipment, net	$	129,135		$	128,805

F-40

Depreciation expense was $51.5 million, $38.0 million, and $33.0 million for the fiscal years ended March 31, 2023, 2022, and 2021, respectively.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consists of the following (in thousands):

	March 31,
	2023		2022
Accrued payroll and benefits	$	53,049	$	75,901
Accrued incentive compensation		28,881		49,100
Accrued non-income based taxes		34,622		35,518
Customer deposits and advance payments		19,141		23,521
Accrued contingent purchase consideration		19,000		51,391
Accrued interest		46,086		52,448
Accrued restructuring charges		2,614		733
Liability classified share-based compensation awards		77,567		120,389
Accrued professional fees		31,395		23,629
Accrued license fees		29,656		34,712
Accrued compensatory consideration		72,314		7,474
Other		56,079		54,195
Accrued expenses and other current liabilities	$	470,404	$	529,011

Other expense (income), net

Other expense (income), net consists of the following (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Investment income	$	(1,334	)	$	(1,942	)	$	(436	)
Foreign exchange losses (gains)		4,967			(132,317	)		46,371
Losses on change in fair value—Solera warrants and DRD		—			25,515			114,310
Losses (gains) on other derivative financial instruments not designated as hedges		(15,578	)		(28,206	)		28,982
Losses (gains) on asset sales		1,289			1,539			(121	)
Loss on debt extinguishment		—			111,413			—
Other expense		8,278			3,715			8,429
Other expense (income), net	$	(2,378	)	$	(20,283	)	$	197,535

F-41

Allowance for credit losses

Allowance for credit losses activity—within accounts receivable, net consists of the following (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Balance at beginning of period	$	46,310		$	19,413		$	15,029
Provisions for expected credit losses		38,786			27,796			20,318
Write-offs charged against the allowance (1)		(22,559	)		(13,348	)		(16,743	)
Other (2)		7,877			12,449			809
Balance at end of period	$	70,414		$	46,310		$	19,413

(1) Represents balance net of recoveries

(2) Represents balances acquired in connection with business combinations and changes in foreign currency. Additionally, activity for year ended March 31, 2023 includes reclassification of reserves on financing notes receivable to other current receivables, net and other noncurrent receivables, net.

9. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes foreign currency translation adjustment and changes in the funded status of defined benefit pension plans, net of related income tax effect, that are excluded from the consolidated statements of loss and are reported as a separate component in stockholders’ equity.

The following tables summarize the changes in accumulated other comprehensive loss (in thousands):

	Foreign Currency Translation Adjustment			Change in Funded Status of Defined Benefit Pension Plans			Accumulated Other Comprehensive Loss
Balance at April 1, 2021	$	(70,795	)	$	(371	)	$	(71,166	)
Other comprehensive income (loss) before reclassifications, net of tax		(142,899	)		4,113			(138,786	)
Balance at March 31, 2022	$	(213,694	)	$	3,742		$	(209,952	)
	Foreign Currency Translation Adjustment			Change in Funded Status of Defined Benefit Pension Plans			Accumulated Other Comprehensive Loss
Balance at April 1, 2022	$	(213,694	)	$	3,742		$	(209,952	)
Other comprehensive income (loss) before reclassifications, net of tax		(68,511	)		7,279			(61,232	)
Balance at March 31, 2023	$	(282,205	)	$	11,021		$	(271,184	)

F-42

10. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize the assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

			Fair Value Measurements Using:
	Total		Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fair value at March 31, 2023:
ASSETS:
Cash and cash equivalents	$	214,825	$	214,825	$	—	$	—
Restricted cash (1)	$	6,967	$	6,967	$	—	$	—
Derivative financial instruments classified as other current assets (2)	$	9,425	$	—	$	9,425	$	—
LIABILITIES:
Current derivative financial instruments (2)	$	1,950	$	—	$	1,950	$	—
Derivative financial instruments classified as other noncurrent liabilities	$	90,041	$	—	$	90,041	$	—
Accrued contingent purchase consideration (3)	$	38,000	$	—	$	—	$	38,000
Redeemable noncontrolling interests	$	140,898	$	—	$	—	$	140,898
Fair value at March 31, 2022:
ASSETS:
Cash and cash equivalents	$	348,150	$	348,150	$	—	$	—
Restricted cash (1)	$	7,850	$	7,850	$	—	$	—
Derivative financial instruments classified as other current assets (2)	$	1,033	$	—	$	1,033	$	—
LIABILITIES:
Current derivative financial instruments (2)	$	14,065	$	—	$	14,065	$	—
Derivative financial instruments classified as other noncurrent liabilities	$	10,513	$	—	$	10,513	$	—
Accrued contingent purchase consideration (3)	$	51,391	$	—	$	—	$	51,391
Redeemable noncontrolling interests	$	118,836	$	—	$	—	$	118,836

(1) Included in other current assets and other noncurrent assets in the accompanying consolidated balance sheets. Restricted cash primarily relates to funds held in escrow for the benefit of customers and the sellers of acquired businesses, and facility lease deposits.

(2) Derivative to mitigate interest and foreign exchange rate risks.

(3) Included in accrued expenses and other current liabilities, and other noncurrent liabilities in the accompanying consolidated balance sheets.

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash, primarily consist of bank deposits, money market funds and bank certificates of deposit. The fair value of cash equivalents is determined using quoted market prices for identical assets (Level 1 inputs).

F-43

Derivatives to mitigate interest and foreign exchange rate risks valued using Level 2 Inputs

The fair value of derivative financial instruments is estimated using industry standard valuation techniques that utilize market-based observable inputs to extrapolate future reset rates from period-end yield curves and standard valuation models based on a discounted cash flow model. Market-based observable inputs including spot and forward rates, volatilities and interest rate curves at observable intervals are used as inputs to the models (Level 2 inputs). The fair value also considers estimates for the credit related risk that the swap contracts will not be fulfilled.

Accrued contingent purchase consideration

Contingent future cash payments related to business combinations that are not deemed to be compensatory are accrued at fair value as of the acquisition date. The fair value measurement at each reporting date is reassessed. Fair value is determined by estimating the present value of potential future cash payments that would be earned upon achievement by the acquired business of certain financial performance, product-related, integration and other objectives. The estimate of fair value considers a range of possible cash payment scenarios using information available as of the reporting date, including the recent financial performance of the acquired businesses (Level 3 inputs).

The following table summarizes the activity in accrued contingent purchase consideration which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3 inputs) (in thousands):

	Fiscal Years Ended March 31,
	2023			2022
Balance at beginning of period	$	51,391		$	1,764
Current period acquisitions		—			51,308
Change in fair value		(13,390	)		(48	)
Payments		—			(1,405	)
Effect of foreign exchange		(1	)		(228	)
Balance at end of period	$	38,000		$	51,391

Redeemable noncontrolling interests

The fair value of redeemable noncontrolling interests is estimated through an income approach, utilizing a discounted cash flow model. The fair value also considers a market approach, which considers comparable companies and transactions, including transactions with the noncontrolling stockholders of the majority-owned subsidiaries in which these minority interests exist.

Under the income approach, the discounted cash flow model determines fair value based on the present value of projected cash flows over a specific projection period and a residual value related to future cash flows beyond the projection period. Both values are discounted to reflect the degree of risk inherent in an investment in the entity and achieving the projected cash flows. A weighted average cost of capital of a market participant, which is an unobservable input, is used as the discount rate. The residual value is generally determined by applying a constant terminal growth rate to the estimated net cash flows at the end of the projection period.

Under the market approach, fair value is determined based on multiples of revenues and earnings before interest, taxes, depreciation and amortization for each entity. Multiples based on a selection of comparable companies and acquisition transactions are considered, discounted for each entity to reflect the relative size, diversification and risk of the entity in comparison to the indexed companies and transactions.

Although Solera considered the fair value under both the income and market approaches, Solera estimated the fair value of its redeemable noncontrolling interests based solely upon the income approach, using Level 3

F-44

inputs, as Solera believes this is the better indicator of fair value. The significant unobservable inputs in the discounted cash flow model included a discount rate and a long-term growth rate. The discount rate used in the determination of the estimated fair value of the redeemable noncontrolling interests as of March 31, 2023 using the income approach ranged between 12% and 14%, with a weighted average discount rate of 12.3%, reflecting a market participant’s perspective as a noncontrolling shareholder in a privately-held subsidiary. The long-term growth rate used in the determination of the estimated fair value of the redeemable noncontrolling interests as of March 31, 2023 using the income approach was 3%.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

No assets or liabilities, other than those considered as held-for-sale, goodwill and certain indefinite-lived trademarks, which were based upon level 3 inputs, were required to be measured at fair value on a nonrecurring basis as of March 31, 2023 and 2022.

Fair Value of Other Financial Instruments

The carrying amounts of certain of the Company’s financial instruments, including accounts receivable, other receivables, accounts payable, the related party note and accrued expenses, approximate fair value due to their short-term nature. Additionally, the carrying amount, net of the allowance for credit losses, of other noncurrent receivables does not materially differ from their fair value. The 1L and 2L credit facilities are valued using market-observable information for debt instruments that are traded on secondary markets (Level 2 inputs). The fair value of these credit facilities was $7.6 billion and $8.1 billion as of March 31, 2023 and 2022, respectively.

11. Debt

Debt consists of the following (in thousands):

	March 31,
	2023		2022
Solera 1L credit facility	$	5,664,620	$	5,634,983
Solera 2L credit facility		2,442,375		2,430,279
Related party note		88,021		83,979
Total debt (1)	$	8,195,016	$	8,149,241

(1) The balance as of March 31, 2023 as it relates to the 1L credit facility is after discount of $17.0 million and the balance as it relates to the 2L credit facility is after discount of $57.6 million. The balance as of March 31, 2022 as it relates to the 1L credit facility after discount of $24.3 million and the balance as it relates to the 2L credit facility is after net discount of $69.7 million.

The components of debt consist of the following (in thousands):

	March 31,
	2023			2022
Total debt	$	8,195,016		$	8,149,241
Less: Unamortized debt issuance costs (1)		(68,117	)		(91,348	)
Total debt, net of unamortized debt issuance cost		8,126,899			8,057,893
Less: Current portion		(53,497	)		(53,910	)
Less: Related party note		(88,021	)		(83,979	)
Long-term portion	$	7,985,381		$	7,920,004

F-45

(1) Unamortized debt issuance costs as of March 31, 2023 include $42.8 million related to the 1L credit facility, $20.0 million related to the 2L credit facility, and $5.3 million related to the revolving line of credit facility. Unamortized debt issuance costs as of March 31, 2022 include $60.8 million related to the 1L credit facility, $24.2 million related to the 2L credit facility, and $6.3 million related to the revolving line of credit facility.

Future minimum principal payments on the outstanding debt as of March 31, 2023 are as follows (in thousands):

2024	$	53,497
2025		141,518
2026		53,497
2027		461,497
2028		53,497
Thereafter		7,506,108
Total	$	8,269,614

Solera 1L Credit Facility

In connection with the Omnitracs Acquisition, as discussed in Note 3 – Business Combinations, and the DealerSocket merger, Solera entered into the 1L Credit Facility with a consortium of lenders on June 4, 2021. The 1L Credit Facility consist of term loans comprised of three tranches; the first denominated in US Dollars an in an initial aggregate principal amount of $3,380 million, the second denominated in British Pounds Sterling in an initial aggregate principal amount of £300 million, and the third denominated in Euro in an initial aggregate principal amount of €1,200 million. The US Dollar denominated term loan bears interest at a rate equal to the applicable LIBOR rate plus an applicable margin of 4.0% per annum with a minimum LIBOR rate of 0.50%; the British Pounds Sterling denominated term loan bears interest at a rate equal to SONIA plus an applicable margin of 5.25% with a minimum SONIA rate of 0%; the Euro denominated term loan bears interest at a rate equal to Euribor plus an applicable margin of 4.0% with a minimum Euribor rate of 0%.

The carrying amount of each tranche, excluding debt issuance costs, at March 31, 2023 is $3,615 million, $363 million, and $1,279 million for each of the US Dollar, British Pounds Sterling, and Euro tranches, respectively. The effective interest rate of each tranche at March 31, 2023 is 8.98%, 9.56%, and 6.77% for each of the US Dollar, British Pounds Sterling, and Euro tranches, respectively. The 1L term loans mature on June 3, 2028.

Solera also has access to up to $500 million under a revolving credit facility, which includes a $175 million sublimit for letters of credit, and up to $100 million in swing line loan commitments. Both letters of credit and swing line loans reduce the availability under the revolving credit facility on a dollar for dollar basis. Loans under the revolving credit facility can bear interest at either an applicable LIBOR rate plus an applicable margin of 3.50% or at an applicable Alternative Base Rate comprised of the “Prime Rate” as published by the WSJ plus an applicable margin of 2.50%. Solera has $408 million outstanding borrowings on the revolving credit facility as of March 31, 2023. The revolving credit facility matures on June 3, 2026. As of March 31, 2023, the 1L Credit Facility includes the cumulative gain from the effect of foreign exchange on the British Pound Sterling term loan of $(53.7) million and $(155.2) million on the Euro term loan. As of March 31, 2023, the Borrowers had $75.5 million of availability remaining under the revolving credit facility.

Solera’s 1L Credit Facility include customary affirmative and negative covenants, including certain operational and financial covenants. The financial covenant requires Solera to maintain a maximum first lien leverage ratio of 7.0 to 1.0, however this covenant is only in effect if Solera is utilizing greater than 35% of outstanding revolving credit commitments. The failure to maintain these covenants may result in an event of default, which may allow lenders to declare amounts outstanding under the facility to be immediately due and payable. As of March 31, 2023, the Company was in compliance with its specified covenants.

F-46

Solera 2L Credit Facility

In connection with the Omnitracs Acquisition, as discussed in Note 3 – Business Combinations, and the DealerSocket merger, Solera entered into the 2L Credit Facility with a consortium of lenders. The 2L Credit Facility consists of term loans denominated in US Dollars in an initial aggregate principal amount of $2,500 million. The 2L term loans bear interest at a rate equal to the applicable LIBOR rate plus an applicable margin of 8.0% with a minimum LIBOR rate of 1.0%. The effective interest rate at March 31, 2023 is 13.88%. The 2L term loans mature on June 3, 2029.

Solera’s 2L Credit Facility include customary affirmative and negative covenants, including certain operational and financial covenants. The failure to maintain these covenants may result in an event of default, which may allow lenders to declare amounts outstanding under the facility to be immediately due and payable. As of March 31, 2023, the Company was in compliance with its specified covenants.

Related Party Note

On November 18, 2021, Solera Global Holding Corp. borrowed a principal amount of $83.4 million from VEPF V Polaris Aggregator, L.P., an affiliate of Vista, pursuant to a promissory note (the “Related Party Note”). Interest on the Related Party Note accrues at a rate per annum approximately equal to LIBOR plus a margin of 1.90%, payable on the applicable interest payment date, and to the extent interest is not paid in cash, such interest shall be paid-in-kind and added to the principal amount of the Related Party Note. Interest expense incurred for the fiscal years ended March 31, 2023 and 2022 totaled $4.0 million and $0.6 million, respectively. At inception of the Related Party Note, the principal amount of the Related Party Note, together with all accrued and unpaid and uncapitalized interest thereon, was due at maturity on April 13, 2022. The Related Party Note was subsequently amended with the maturity date extended to April 10, 2024 and the interest rate on the Related Party Loan accrues at a rate per annum approximately equal to SOFR plus a margin of 2.10%. The Company used the proceeds to pay down a portion of the revolving credit facility.

Spireon Acquisition

In connection with the Spireon Acquisition, the Company and certain of its subsidiaries borrowed additional first lien term loans (the “Incremental First Lien Term Loans”) under the First Lien Credit Agreement (as defined below) in an aggregate principal amount of $300 million and borrowed Revolving Loans (as defined below) under the Revolving Credit Facility (as defined below) in an aggregate principal amount of $100 million (collectively, the “Spireon Borrowings”). The Incremental First Lien Term Loans have the same terms as, and constitute a fungible class of term loans with, the First Lien Term Loans denominated in U.S. dollars borrowed in June 2021. Net proceeds of the Spireon Borrowings, together with cash on hand, were used to finance the Spireon Acquisition, to repay and cancel certain indebtedness of Spireon and to pay certain fees, costs and expenses in connection with the Spireon Acquisition and the Spireon Borrowings.

Historical Debt Payoffs

In June 2021, Solera used the proceeds from the 1L and 2L credit facilities to pay off the Solera senior secured credit facilities, the Solera senior unsecured notes, the DealerSocket senior secured line of credit, and the Omnitracs first lien and second lien term loans. The Company analyzed the payoff of these facilities pursuant to the guidance in ASC No. 470-50, Debt—Modifications and Extinguishments, resulting in a debt extinguishment and recorded a loss on extinguishment of $111.4 million within other expense (income) in the fiscal year ended March 31, 2022. As part of the extinguishment, the Company wrote off $19.7 million of debt issuance costs.

Additionally, in September 2021, Solera repaid the principal and accrued paid-in-kind interest of the DealerSocket related party note in full. The Company recognized no gain or loss on the repayment and there were no debt issuance costs written off.

F-47

12. Derivative Financial Instruments

In the normal course of business, the Company is exposed to variability in interest rates and foreign currency exchange rates. The Company uses derivatives to mitigate risks associated with this variability. The Company does not use derivatives for speculative purposes.

The following is a summary of derivative financial instruments that have been settled as of March 31, 2023:

• In July 2015, Solera entered into a pay fixed Euros / receive fixed U.S. dollars cross-currency swap with a notional amount of €274.0 million. Under the terms of the cross-currency swap, Solera pays Euro fixed coupon payments at 5.585% and receives U.S. dollar fixed coupon payments at 6.125% on the notional amount. The maturity date of the cross-currency swap was November 1, 2023. The cross-currency swap was not designated as a hedge at inception. Changes in the fair value of this cross-currency swap are recognized in other expense (income), net in the consolidated statements of loss. This swap was terminated on June 13, 2022 and the Company received a $8.5 million termination payment. The Company recognized an $18.0 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

• In June 2021, the Company entered into a pay fixed Pound Sterling / receive fixed U.S. dollars cross-currency swap with a notional amount of £130.0 million. Under the terms of the cross-currency swap, Solera pays Pound Sterling fixed coupon payments at 6.901% and receives U.S. dollar fixed coupon payments at 6.000% on the notional amount. The maturity date of the cross-currency swap was June 15, 2022. The cross-currency swap was not designated as a hedge at inception. Changes in the fair value of this cross-currency swap are recognized in other expense, net in the consolidated statements of loss. This swap was terminated on June 13, 2022 and the Company paid a $1.0 termination payment. The Company recognized a $13.1 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

• On June 15, 2022, the Company entered into a GBP-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in GBP and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of £250.0 million and a fixed rate of 7.502%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $303.4 million and a floating rate option equal to the greater of 3-month USD-LIBOR or 0.50%. On September 6, 2022, the Company terminated the swap agreement and received a cash payment of $13.7 million on September 7, 2022. The Company recognized a $13.7 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

• On June 15, 2022, the Company entered into a EUR-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in EUR and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of €400.0 million and a fixed rate of 6.279%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $416.2 million and a floating rate option equal to the greater of 3-month USD-LIBOR or 0.500%. On September 6, 2022, the Company terminated the swap agreement and received a cash payment of $7.8 million on September 7, 2022. The Company recognized a $7.8 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

• On September 15, 2022, the Company entered into a GBP-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in GBP and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of £250.0 million and a fixed rate of 7.873%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $291.9 million and a floating rate option equal to USD-LIBOR. On September 27, 2022, the Company terminated the swap agreement and received a cash payment of $27.7 million on September 29, 2022. The Company recognized a $27.7 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

F-48

• On September 15, 2022, the Company entered into a EUR-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in EUR and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of €400.0 million and a fixed rate of 6.02%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $403.8 million and a floating rate option equal to USD-LIBOR. On September 27, 2022, the Company terminated the swap agreement and received a cash payment of $19.6 million on September 29, 2022. The Company recognized a $19.6 million gain on the settlement of this swap for the fiscal year ended March 31, 2023.

The following is a summary of derivative financial instruments outstanding as of March 31, 2023:

• On September 27, 2022, the Company entered into a GBP-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in GBP and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of £250.0 million and a fixed rate of 9.338%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $269.2 million and a floating rate option equal to USD-LIBOR. The Company is not electing to apply hedge accounting and all gains (losses) will be recognized through other expense (income), net.

• On September 27, 2022, the Company entered into a EUR-USD cross currency swap with a termination date of June 15, 2025. The cross currency swap has a fixed rate in EUR and a floating rate in USD. The fixed rate payer is Audatex North America LLC with a notional amount of €400.0 million and a fixed rate of 6.46%. The floating rate payer is Goldman Sachs Bank USA with a notional amount of $385.4 million and a floating rate option equal to USD-LIBOR. The Company is not electing to apply hedge accounting and all gains (losses) will be recognized through other expense (income), net.

Warrants and DRD derivative financial instruments issued on March 4, 2016 (See Note 7 and Note 10):

• Solera Warrants Liability—Upon the issuance of Series A and B Preferred Stock with detachable warrants, it was determined that the warrants are free-standing financial instrument features that required bifurcation and separate reporting as derivative instruments. These instruments are adjusted to fair value as of each reporting date. The fair value as of exercise was based on a stock price of $2,524 per share. All outstanding warrants were net settled on June 28, 2021 with the issuance of 102,639 shares of the Company’s common stock. An additional $22.8 million of expense was recognized to accrete the warrant liability to fair value as of exercise date. The assumptions used for the valuation at March 31, 2021 are included in the below table:

	March 31, 2021			Inception
Expected term		0.33 years			5.08 years
Value of stock (Underlying price)		$2,389			$1.000
Exercise price per share		$1.000			$1.000
Expected volatility		57.5	%		55.0	%
Risk-free interest rate		0.04	%		1.34	%

• Solera DRD Liability—The Solera Series A and B Preferred Stock required the issuer to make gross-up payments to the holders of the shares if distributions are made for which such holders do not receive the full benefit of the DRD for tax purposes. Solera determined that the DRD feature is an embedded feature that would require bifurcation and a separate reporting as derivative instruments. The Company used discounted cash flows of expected payments to determine the fair value of the feature at each reporting date. The preferred shares were redeemed in June 2021 and the DRD liability of $114.6 million was settled in cash on September 2, 2021. An additional $2.8 million of expense was recognized to accrete the DRD liability to fair value as of the date of redemption.

F-49

• The Company valued the bifurcatable features at fair value and classified them as current liabilities on the consolidated balance sheets. The Company revalues these features at each balance sheet date and records any change in fair value in the determination of period net loss.

• The change in fair value of such amounts were recorded in other expense (income), net in the consolidated statements of loss.

Financial instrument net balances in the Consolidated Balance Sheets:

The following table summarizes the fair value of the derivative financial instruments, which are included in other current assets, accrued expenses and other current liabilities, and other noncurrent liabilities in the accompanying consolidated balance sheets (in thousands):

	March 31,
	2023			2022
Derivative financial instruments, net.
Fixed rate cross-currency swaps included in other current assets	$	(9,425	)	$	(1,033	)
Fixed rate cross-currency swaps included in other current liabilities		1,950			14,065
Fixed rate cross-currency swaps included in other non-current liabilities		90,041			10,513
Total	$	82,566		$	23,545

For the fiscal years ended March 31, 2023, 2022, and 2021, unrealized losses (gains) on derivatives not designated as hedging instruments were $59.0 million, $(26.7) million, and $31.0 million respectively. These losses (gains) are included in other expense (income), net in the accompanying consolidated statements of loss.

13. Share-Based Compensation

Solera & DealerSocket

The Company’s equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees and align stockholder and employee interests. The Company’s plans include the 2016 Plan, and the DealerSocket 2014 Stock Option Plan (“2014 Plan”). The 2016 Plan is administered by the Company’s Board of Directors and enables the Company to grant RSUs and stock option awards of the Company’s Common Stock up to 401,294 shares (net of shares canceled or forfeited). The 2014 Plan provides for the grant of certain stock options which allow the option holders to purchase stock in DealerSocket. All outstanding awards under the 2014 Plan were forfeited and canceled on April 1, 2020.

All awards outstanding under the 2016 Plan were previously accounted for as equity awards. On June 4, 2021, the Company sent letters (the “Repurchase Letters”) to certain executive award holders which altered the awards to accelerate the vesting on certain options and offered to repurchase 50% of all vested awards as of June 2021. This repurchase and the possibility of a future repurchase resulted in the Company classifying these modified awards as liability awards. These awards will be recorded at fair value at each reporting period. All other remaining option awards will continue to as equity-classified. The Company has reflected this adjustment through recognizing any unrecognized compensation expense related to these awards in the fiscal year ended March 31, 2022 in the amount of approximately $115 million.

Share-based compensation expense recognized for the fiscal years ended March 31, 2023, 2022, and 2021 was $28.4 million, $184.1 million, and $10.4 million, respectively. At March 31, 2023, the estimated total remaining unamortized share-based compensation expense was $24.7 million which the company expects to

F-50

recognize over a weighted-average period of 1.29 years. Of this amount, $1.2 million relates to options with both service and performance-based vesting conditions satisfied only upon a liquidity event and for which no compensation expense has been recognized. Upon completion of an initial public offering or other liquidity event, the Company will recognize $1.2 million in compensation expense for these awards.

	Equity Classified Options			Liability Classified Options			Total Options			Weighted Average Exercise Price		Weighted Average Contract Life (in years)		Intrinsic Value
Outstanding—March 31, 2020		74,350			—			74,350		$	1,024		8.26
Granted		147,000			—			147,000		$	1,267		—
Exercised		(818	)		—			(818	)	$	1,013		—	$	121
Surrendered		—			—			—		$	—		—
Forfeited		(13,816	)		—			(13,816	)	$	1,023		—
Outstanding—March 31, 2021		206,716			—			206,716		$	1,196		8.63	$	246,611
Granted		—			—			—		$	—		—
Exercised		(11,358	)		—			(11,358	)	$	1,023		—	$	20,232
Purchased		—			(47,027	)		(47,027	)	$	—		—
Modification		(146,208	)		146,208			—		$	—		—		—
Forfeited		(27,647	)		(6,250	)		(33,897	)	$	1,183		—
Outstanding—March 31, 2022		21,503			92,931			114,434		$	1,200		7.64	$	183,658
Granted		—			—			—		$	—		—
Exercised		(1,330	)		(3,465	)		(4,795	)	$	1,217		—	$	9,551
Purchased		—			(31,842	)		(31,842	)	$	1,229		—
Forfeited		(4,256	)		(8,737	)		(12,993	)	$	1,493		—
Outstanding—March 31, 2023		15,917			48,887			64,804		$	1,195		6.59	$	123,199
Vested and expected to vest as of March 31, 2023		5,015			48,887			53,902		$	1,230		6.86	$	100,576
Exercisable at March 31, 2023		5,015			32,308			37,323		$	1,213		6.73	$	70,261

In June 2021, 47,027 outstanding options were repurchased at a price of $2,524 per share less the applicable option strike price for a total of approximately $61 million.

In October 2022, 31,842 outstanding options were repurchased at a price of $3,000 per share less the applicable option strike price for a total of approximately $56 million.

Stock Awards and Restricted Stock Units

On July 22, 2021, the Company awarded 1,868 fully vested stock grant to an employee. This grant included provisions that may allow certain shares to be cash settled resulting in liability classification for half of the awards. This grant had a grant date fair value of $2,524 per share and resulted in $0.2 million and $5.3 million of stock compensation expense for the fiscal years ended March 31, 2023 and 2022, respectively. Any changes to the fair value at each reporting period will be recognized as compensation expense for the awards that are liability classified. In June of 2021, the Company awarded 11,879 fully vested equity classified RSUs to certain employees. These RSUs had a grant date fair value of $2,524 per share and resulted in $30 million of stock compensation expense for the fiscal year ended March 31, 2022

On July 22, 2021, the Company issued 2,241 RSUs to an employee. These RSUs included provisions that may allow cash settlement resulting in liability classification for immature shares. These RSUs vest over a period of three years. Any changes to the fair value of immature shares at each reporting period will be recognized as compensation expense. The Company has recognized compensation expense during the fiscal years ended

F-51

March 31, 2023 and 2022, in the amount of $2.0 million and $1.6 million, respectively. The Company has $2.9 million in unrecognized compensation as of March 31, 2023.

In October 2022, 1,624.5 shares of outstanding common stock associated with vested awards were repurchased at a price of $3,000 per share for a total of approximately $4.9 million.

Valuation of Share Based Awards

The Company utilized a combination of the Black-Scholes option pricing model and the Monte Carlo model for estimating the grant date fair value of all options, as well as the fair value of its liability classified awards.

The following assumptions were used in the valuation of liability classified awards during the fiscal years ended March 31, 2023, 2022, and 2021:

	Risk-Free Interest Rate	Expected Term (in years)	Expected Stock Price Volatility			Expected Dividend Yield
Fiscal Year Ended March 31, 2023	4.84%	0.7		47.50	%		—	%
Fiscal Year Ended March 31, 2022	1.63—1.67%	1.0—1.1		47.50	%		—	%
Fiscal Year Ended March 31, 2021	0.16%	1.5		67.50	%		—	%

Solera based the risk-free interest rates on the implied yield available on U.S. Treasury constant maturities in effect at the time of the grant with remaining terms equivalent to the respective expected terms of the stock options. Solera determined the expected life of an award by considering various relevant factors, including the vesting period and contractual term of the award, its employees’ historical exercise patterns and length of service, and employee characteristics. Volatility is a measure of the amount the stock price will fluctuate during the expected life of an award. Solera determined the expected volatility based on the historical volatility of the stock price of similar public companies. The assumption of the dividend yield is based on Solera’s history and expectation of future dividend payouts and may be subject to substantial change in the future.

For RSUs, the value of each instrument is derived from the value of the Company’s underlying common stock as of the last date of the reporting period.

Omnitracs

As discussed in Note 3—Business Combinations, the Company completed the acquisition of Omnitracs effective as of June 4, 2021. Prior to the transaction, Omnitracs awarded certain employees management incentive units (“MIUs”), representing profits interests in Omnitracs. These awards included both service-based MIUs which vested on a graded schedule over four years and performance-based MIUs which vested upon reaching certain hurdles upon the occurrence of a sale of the company. In connection with the acquisition, the performance-based MIUs expired unvested as these thresholds were not met. Also in connection with the acquisition, new grants of service-based MIUs were made to employees with expired performance-based MIUs, and both the original and new service-based MIUs became subject to a repurchase provision wherein 50% of all MIUs awards will be subject to a mandatory repurchase which will occur at the then-current lower of fair market value of such units or a Specified Per Unit Value (“SPUV”) on the first and second anniversaries of the June 4, 2021 transaction, with 25% to be repurchased on the first anniversary and another 25% to be repurchased on the second anniversary. The Company also awarded a retention bonus to MIU recipients wherein the grantee is eligible to receive a cash bonus equal to any shortfall between the SPUV and the fair value of the MIUs repurchased on the first and second anniversaries of the transaction date, respectively. The cash retention bonuses are subject to tax gross up payments. The MIUs that are subject to the repurchase provision as well as the retention bonus will be accounted for as profit sharing or bonus arrangements under ASC 710, Compensation as the total payout value is fixed, will be cash settled, and is not indexed to equity value of Omnitracs. In connection with purchase accounting for the acquisition of Omnitracs in accordance with ASC 805, Business Combinations,

F-52

the Company recognized as purchase consideration a $3.2 million liability representing the portion of the original service vesting MIUs for which service was attributed to the pre-combination period. The Company will recognize as compensation expense the remainder of the expected settlement amount at SPUV over the vesting periods of the repurchase provisions. The Company recorded compensation expense of $2.8 million and $10.1 million for the fiscal years ended March 31, 2023 and 2022, respectively, related to the MIUs subject to repurchase provisions. The remaining unrecognized compensation expense related to these awards on March 31, 2023 was $0.2 million. There were no additional grants awarded subsequent to June 4, 2021.

For the MIUs not subject to the mandatory repurchase provision, substantive vesting is contingent upon a liquidity event which was not probable, and therefore no compensation will be recorded until the liquidity event occurs. These units will be accounted for under ASC 718 – Stock Compensation as their value is indexed to the equity of Omnitracs. As the liquidity event condition is not probable of being satisfied, no related compensation expense has been recorded during the fiscal years ended March 31, 2023 and 2022. The unrecognized compensation expense associated with these awards was $16.7 million at March 31, 2023. Upon completion of an initial public offering or other liquidity event, the Company will recognize compensation expense for these awards based upon the proportion of the total requisite service period which has been completed through the transaction date, with remaining compensation expense recognized on a pro-rata basis over the remaining service period. Compensation expense to be recognized upon completion of an initial public offering or other liquidity event will be between $16.5 million and $16.7 million. The Black-Scholes option pricing model was used to determine the grant date fair value of the profits interests. The following assumptions were utilized:

	Risk-Free Interest Rate			Expected Term (in years)		Expected Stock Price Volatility			Expected Dividend Yield
Twelve months ended March 31, 2022		0.04	%		0.58		62.50	%		—	%

Additionally, in connection with the acquisition of Omnitracs on June 4, 2021, the Company also awarded participating units (“PUs”) in Omnitracs to certain key management personnel. Vesting for the PUs is based on the satisfaction of two conditions, a liquidity event condition and a time-vesting condition. The PUs will be accounted for under ASC 718 – Stock Compensation as the value of these awards is indexed to the equity of Omnitracs. As the liquidity event condition is not probable of being satisfied, no related compensation expense has been recorded during the fiscal years ended March 31, 2023 and 2022. The unrecognized compensation related to PUs was $12.1 million at March 31, 2023. Upon completion of an initial public offering or other liquidity event, the Company will recognize compensation expense for these awards based upon the proportion of the total requisite service period which has been completed through the transaction date, with remaining compensation expense recognized on a pro-rata basis over the remaining service period. Compensation expense to be recognized upon completion of an initial public offering or other liquidity event will be between $12.0 million and $12.1 million. The Black-Scholes option pricing model was used to determine the grant date fair value of the PUs. The following assumptions were utilized:

	Risk-Free Interest Rate	Expected Term (in years)	Expected Stock Price Volatility	Expected Dividend Yield
Twelve months ended March 31, 2022	0.04%	0.58	62.50%	— %

Additionally, in connection with the acquisition of Omnitracs on June 4, 2021, the Company also awarded participating units (“PUs”) in Omnitracs to certain key management personnel which were subject to mandatory repurchase which will occur at a Specified Per Unit Value (“SPUV”) on the first and second anniversaries of the June 4, 2021 transaction, with 50% to be repurchased on the first anniversary and another 50% to be repurchased on the second anniversary. The PUs subject to repurchase will be accounted for as profit sharing or bonus arrangements under ASC 710, Compensation as the total payout value is fixed, will be cash settled, and is not indexed to equity value of Omnitracs. As no further service requirements existed with respect to these awards as of March 31, 2022, the Company recorded compensation expense equal to the expected repurchase amount in the

F-53

fourth quarter of fiscal 2022. No compensation expense was recognized in connection with these awards for the fiscal year ended March 31, 2023.

14. Employee Benefit Plans

Defined Benefit Pension Plans

Certain of Solera’s foreign subsidiaries sponsor various defined benefit pension plans and individual defined benefit arrangements covering certain eligible employees. Solera bases the benefits under these pension plans on years of service and compensation levels. Funding is limited to statutory requirements. The measurement date for all plans is March 31.

The change in plan assets and benefit obligations as well as the funded status of the Company’s foreign pension plans for the fiscal years ended March 31, 2023 and 2022 is as follows (in thousands):

	March 31,
	2023			2022
Change in plan assets:
Fair value of plan assets—beginning balance	$	55,851		$	61,325
Actual (losses) gains on plan assets		(2,217	)		2,296
Employer contributions		1,070			1,286
Participant contributions		284			365
Benefits and expenses paid		(1,754	)		(1,607	)
Settlements		(560	)		(4,147	)
Premiums paid		(168	)		(214	)
Foreign currency exchange rate changes		(596	)		(3,453	)
Fair value of plan assets—ending balance	$	51,910		$	55,851
Change in benefit obligations:
Benefit obligations—beginning balance	$	75,889		$	92,010
Service cost		931			1,346
Interest cost		1,441			1,048
Participant contributions		284			365
Actuarial gain		(15,607	)		(7,844	)
Benefits and expenses paid		(1,754	)		(1,607	)
Settlements		(560	)		(4,147	)
Plan curtailments		(249	)		—
Premiums paid		(168	)		(214	)
Foreign currency exchange rate changes		(981	)		(5,068	)
Projected benefit obligations—ending balance	$	59,226		$	75,889
Funded status—plan assets less benefit obligations	$	(7,316	)	$	(20,038	)
Accrued pension liability	$	(7,316	)	$	(20,038	)

The accrued net pension liability is included in non-current liabilities in the accompanying consolidated balance sheets.

F-54

Changes recognized in accumulated other comprehensive loss, before the effect of income taxes, are as follows (in thousands):

	March 31,
	2023			2022
Accumulated other comprehensive income (loss)—beginning balance	$	5,530		$	(395	)
Amortization or curtailment recognition of prior service cost		83			121
Actuarial gain, net		12,107			8,789
Foreign currency exchange rate changes		162			(39	)
Amortization or settlement recognition of net income (1)		(528	)		(2,946	)
Net income		11,824			5,925
Accumulated other comprehensive income—ending balance	$	17,354		$	5,530

(1) Represents amounts recognized as components of net pension expense (income).

Amortization during the fiscal year ended March 31, 2024 is expected to be $(0.1) million and $0.9 million, respectively, for unrecognized prior service credit (cost) and net actuarial gain (loss).

Information for Solera’s pension plans with accumulated benefit obligations in excess of plan assets were as follows (in thousands):

	March 31,
	2023		2022
Projected benefit obligation	$	50,597	$	75,744
Accumulated benefit obligation	$	49,424	$	72,993
Fair value of plan assets	$	44,085	$	55,689

The components of net pension expense (income) were as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Service cost—benefits earned during the period	$	931		$	1,346		$	2,285
Interest cost on projected benefits		1,441			1,048			1,552
Expected return on plan assets		(1,283	)		(1,352	)		(1,654	)
Amortization of prior service cost		117			121			130
Amortization of net gain		(521	)		(245	)		(146	)
Settlement gain recognized		(7	)		(2,700	)		(1,950	)
Curtailment gain recognized		(283	)		—			(3,299	)
Net pension expense (income) (1)	$	395		$	(1,782	)	$	(3,082	)

(1) As a result of the adoption of ASU 2017-07, the service cost component of net pension expense (income) is included in total operating expenses in the accompanying consolidated statements of loss; all other components are included in other expense (income), net in the accompanying consolidated statements of loss.

F-55

The general assumptions used to determine the actuarial present value of benefit obligations and net pension expense (income) were as follows:

	Fiscal Years Ended March 31,
	2023		2022		2021
Assumptions used to determine benefit obligations:
Discount rate		3.80%		1.97%		1.23%
Rate of compensation increase		2.38%		2.27%		2.18%
Assumptions used to determine net pension expense (income):
Discount rate		1.97%		1.23%		1.50%
Expected long-term rate of return on assets		2.38%		2.36%		2.36%
Rate of compensation increase		2.27%		2.18%		2.16%

Solera based the discount rate upon published rates for high quality fixed income investments that produce cash flows that approximate the timing and amount of expected future benefit payments. Solera determined the weighted-average long-term expected rate of return on assets based on historical and expected future rates of return on plan assets considering the target asset mix and the long-term investment strategy.

The plan assets of the pension plans consist of insurance contracts, which fully insure the benefit payments as well as debt and equity securities. The insurance companies invest the plan assets in accordance with the terms of the insurance companies’ guidelines which include a guaranteed minimum rate of return. The fair values of the insurance contracts as well as debt and equity securities and their input levels based on the fair value hierarchy are as follows (in thousands):

	Fair Value		Fair Value Measurements Using:
			Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
At March 31, 2023	$	51,910	$	—	$	51,910	$	—
At March 31, 2022	$	55,851	$	—	$	55,851	$	—

Solera estimates the fair value of the insurance contracts based on vested plan benefits, which considers the contributions made to date and the historical rate of return on the plan assets as guaranteed by the insurance contracts.

The contributions for the fiscal years ended March 31, 2023, 2022, and 2021 were $1.1 million, $1.3 million, and $1.8 million, respectively. The minimum required contributions and expected contributions to Solera’s pension plans are $1.0 million for the fiscal year 2024.

Expected future benefit payments as of March 31, 2023 are as follows (in thousands):

2024	$	2,816
2025		2,331
2026		2,476
2027		2,605
2028		3,930
2029 to 2033		16,651
Total	$	30,809

The expected benefits to be paid are based on the same assumptions used to measure Solera’s pension plans’ benefit obligation at March 31, 2023 and include estimated future employee service.

F-56

Defined Contribution Retirement and Savings Plans

The Company has its qualifying 401(k) defined contribution plan that covers most of their domestic employees and provides matching contributions under various formulas. For the fiscal years ended March 31, 2023, 2022, and 2021, the Company incurred costs of $6.7 million, $3.8 million, and $4.0 million, respectively, related to the Company’s matching contributions to the 401(k) plan.

Solera’s foreign subsidiaries have defined contribution plans that cover certain international employees and provide matching contributions under various formulas. For the fiscal years ended March 31, 2023, 2022, and 2021, Solera incurred costs of $6.9 million, $5.5 million, and $4.9 million, respectively, related to the matching contributions to these plans.

15. Provision for (Benefit from) Income Taxes

Income (Loss) before Provision for (Benefit from) Income Taxes

The components of income (loss) before income taxes attributable to domestic and foreign operations are as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
U.S. Domestic	$	(550,655	)	$	(502,797	)	$	(358,824	)
Foreign		219,914			284,984			159,834
Loss before income taxes	$	(330,741	)	$	(217,813	)	$	(198,990	)

The components of the provision for income taxes were as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Current provision
Federal	$	2,385		$	2,342		$	(31	)
Foreign		70,106			71,993			49,840
State		4,803			2,137			2,234
Total current provision	$	77,294		$	76,472		$	52,043
Deferred provision
Federal	$	(25,272	)	$	(10,096	)	$	149
Foreign		4,638			(11,729	)		(19,430	)
State		(6,839	)		5,332			1,131
Total deferred provision	$	(27,473	)	$	(16,493	)	$	(18,150	)
Total provision income tax expense	$	49,821		$	59,979		$	33,893

F-57

The provision (benefit) for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Income tax benefit at statutory federal income tax rate	$	(69,309	)	$	(45,741	)	$	(40,974	)
State income taxes, net of federal benefit		(3,539	)		(1,936	)		(4,302	)
Foreign rate differential		2,912			3,998			2,468
Nontaxable income allocated to non-controlling interest		7,338			8,408			—
Global Intangible Low-Taxed Income		19,629			1,456			—
Other effect of non-U.S. operations		9,307			5,447			12,609
Non-Deductible warrants and dividends		8,661			13,611			24,005
Change in tax rate		2,438			(24,788	)		(12,447	)
Base erosion and anti-abuse tax payments		13,306			9,196			—
Change in valuation allowance		64,593			88,163			55,327
Reserve for uncertain tax positions		614			727			(1,752	)
Tax credit		(4,742	)		—			—
Other, net		(1,387	)		1,438			(1,041	)
Total income tax provision	$	49,821		$	59,979		$	33,893

Deferred Taxes

Deferred income tax assets and liabilities are as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022
Deferred income tax assets:
Deferred revenue	$	24,419		$	8,421
Allowance for credit losses		5,423			3,588
Accrued expenses and other		3,028			2,698
NQSO’s		2,929			2,704
Interest expense carryforward		295,342			203,244
Net operating losses		184,767			273,084
Investment in partnership		348,123			426,514
Tax credits		33,225			28,773
Pension		2,881			8,696
Foreign exchange		1,576			2,308
Finance lease obligation		7,308			6,811
Capitalized research and development		4,010			—
Other		1,772			2,149
Deferred income tax assets, net		914,803			968,990
Less: Valuation allowances		(840,261	)		(904,854	)
Deferred income tax assets, net		74,542			64,136
Deferred income tax liabilities:
Prepaid expenses and other		(264	)		(229	)
Fixed assets and intangibles		(121,306	)		(165,161	)
Right of use assets		(6,991	)		(6,883	)
Other		(19,975	)		(7,430	)
Deferred income tax liabilities		(148,536	)		(179,703	)
Net deferred income tax assets (liabilities)	$	(73,994	)	$	(115,567	)

F-58

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases. The deferred balances are recorded at enacted tax rates expected to be in effect when the taxes are paid or recovered. In accounting for the deferred tax effects of the outside basis difference in Omnitracs Topco, LLC, the Company uses the “look through” approach. Under this approach, non-deductible goodwill and investments in foreign subsidiaries which are permanently re-invested are excluded from the outside basis difference computation.

As of March 31, 2023, the Company had $544.8 million of U.S. federal net operating loss carryforwards that will begin to expire in 2028 and $46.0 million of U.S. state net operating loss carryforwards that will begin to expire in 2023. The Company also had $23.2 million of U.S. federal and $15.6 million of U.S. state research and development tax credit carryforwards that will begin to expire in 2025, and $1.3 million of foreign tax credit carryforwards that will begin to expire in 2035. Utilization of the U.S. federal and state net operating losses and U.S. federal and state tax credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization.

A valuation allowance for the fiscal years ended March 31, 2023 and 2022 of $840.3 million and $904.9 million respectively, has been recorded on only the portion of the deferred tax asset that is not more likely than not to be realized primarily related to net operating loss carryforwards, tax credits carryforwards, and other deferred tax assets that may not be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present, and additional weight may be given to subjective evidence such as the Company’s projections for growth.

Unremitted Earnings

The Company determined that the future cash needs from its foreign subsidiaries could be satisfied by tax free cash distributions. Consequently, the Company asserts it is not indefinitely reinvested with respect to certain unremitted earnings up to the generally tax-free cash distributions. Foreign withholding taxes and state income taxes continue to be accrued for the repatriation of foreign earnings for which no indefinite reinvestment assertion exists. As of March 31, 2023 and 2022, the deferred tax liability recorded associated with foreign withholding and state taxes is $3.5 million and $3.9 million.

The Company has not provided for deferred taxes on outside basis differences in its investments in foreign subsidiaries that are unrelated to unremitted earnings as these basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of the Company’s outstanding basis differences is not practicable to calculate.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Balance at beginning of year	$	30,160		$	19,980		$	20,330
Additions for tax positions taken in the current year		7,743			1,494			1,134
Additions for prior year tax positions		—			3,031			—
Additions for current year acquisitions		—			6,837			—
Reductions for prior year tax positions		(3,157	)		(1,182	)		(1,484	)
Balance at end of year	$	34,746		$	30,160		$	19,980

F-59

The Company recognized accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. During fiscal 2023, 2022, and 2021, the Company recognized a benefit for interest and penalties related to unrecognized tax benefits of $0.7 million, $0.1 million and $0.8 million, respectively. The Company had approximately $2.0 million and $1.3 million of accrued interest expense and penalties related to unrecognized tax benefits for the fiscal years ended March 31, 2023 and 2022, respectively.

As of March 31, 2023 and 2022, there are unrecognized tax benefits of $12.1 million and $7.7 million, that if recognized, would affect the annual tax rate.

The Company does not believe a significant amount of its currently remaining unrecognized tax benefits will be recognized within the next twelve months.

The Company is subject to income tax in the U.S. and many other jurisdictions. Accordingly, the Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. The operations in all jurisdictions remain subject to examination for tax years 2016 through 2023, some of which are currently under audit by local tax authorities. The resolution of each of these audits is not expected to be material to the Company’s consolidated financial statements.

16. Commitments and Contingencies

Contractual Commitments

The Company has contractual obligations under software license agreements, inventory purchase orders, and other purchase commitments. Total expense incurred under these agreements, excluding inventory purchases, was approximately $77.4 million, $59.9 million, and $34.3 million for the fiscal years ended March 31, 2023, 2022, and 2021, respectively.

Future minimum contractual commitments at March 31, 2023 are as follows (in thousands):

2024	$	60,898
2025		2,139
Thereafter		—
Total	$	63,037

Contingencies

In the normal course of business, the Company is subject to various claims, charges, litigation, and arbitral proceedings. In particular, the Company has been the subject of allegations that its repair estimating and total loss software and services produced results that favored the Company’s insurance company customers, one of which is the subject of pending litigation. In addition, The Company is subject to assertions by its customers, acquired company sellers, and strategic partners that Solera has not complied with the terms of its agreements with them or its agreements with them are not enforceable. Solera has and will continue to vigorously defend itself against these claims or arbitral proceedings. The Company believes that final judgments, if any, which may be rendered against the Company in current litigation, are adequately reserved for, covered by insurance or would not have a material adverse effect on the Company’s financial position.

In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the consolidated results of operations, cash flows, or financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company’s results of operations, cash flows, or financial position in a particular period, however, based on the information known by the Company as of the date of these financial statements and the rules and regulations applicable to the preparation of its financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.

F-60

Guarantees

In the normal course of business, the Company enters into contracts in which it makes representations and warranties that guarantee the performance of its products and services; additionally, the Company guarantees leases at certain facilities for which it has transferred the primary lease obligation to a third party. Losses related to such guarantees were not significant during any of the periods presented.

17. Condensed Financial Information of Parent Company

Solera Global Corp., the Parent entity as of March 31, 2023 and 2022, has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Solera Global Corp. was formed as a Delaware corporation on August 20, 2021, and prior to the legal reorganization under common control on December 27, 2021, as described in Note 1, had no assets or operations. There are restrictions under credit facility agreements, described in Note 11 of the Notes to the Consolidated Financial Statements, on the Company’s ability and the ability of the Company’s restricted subsidiaries to incur additional debt or issue certain preferred shares; incur liens or use assets as security in other transactions; make certain distributions, investments and other restricted payments; engage in certain transactions with affiliates; or merge or consolidate or sell, transfer, lease or otherwise dispose of all or substantially all of their assets, subject to important exceptions and qualifications.

Accordingly, this condensed financial information is presented on a “Parent-only” basis. Under a Parent-only presentation, Solera Global Corp.’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

The following table presents the financial position of Solera Global Corp (Parent) as of March 31, 2023 and 2022 (in thousands):

	As of March 31,
	2023			2022
Assets:
Investment in subsidiaries		—			162,522
Total assets	$	—		$	162,522
Liabilities:
Guarantee of subsidiary obligations		283,274			—
Total liabilities	$	283,274		$	—
Stockholders’ equity:
Common Stock	$	—		$	—
Additional paid-in-capital		3,056,646			3,066,677
Accumulated deficit		(3,068,736	)		(2,694,203	)
Accumulated other comprehensive loss		(271,184	)		(209,952	)
Total stockholders’ equity	$	(283,274	)	$	162,522

The following table presents a reconciliation of the equity in net loss of subsidiaries to the net loss attributable to Solera Global Corp. (Parent) for the fiscal year ended March 31, 2023 and the period from its inception on August 20, 2021 to March 31, 2022 and comprehensive net income (loss) attributable to Solera Global Corp.

F-61

(Parent) for the fiscal year ended March 31, 2023 and for the period from its inception on August 20, 2021 to March 31, 2022 (in thousands):

	For the Fiscal Year Ended March 31, 2023			For the Period August 20, 2021 to March 31, 2022
Equity in net loss of subsidiaries attributable to Parent	$	(374,533	)	$	(42,559	)
Consolidated net loss attributable to Parent		(374,533	)		(42,559	)
Other comprehensive loss of subsidiaries attributable to Parent		(61,232	)		(67,147	)
Comprehensive loss attributable to Parent	$	(435,765	)	$	(109,706	)

There is no cash activity for Solera Global Corp. (Parent) for the fiscal year ended March 31, 2023 and for the period from its inception on August 20, 2021 to March 31, 2022.

18. Related Party Transactions

Certain minority stockholders of Solera’s international subsidiaries are also commercial purchasers and users of its software and services. Revenue transactions with all of the individual minority stockholders in the aggregate were less than 10% of Solera’s consolidated revenues for the fiscal years ended March 31, 2023, 2022, and 2021, respectively. Additionally, aggregate accounts receivable from the minority stockholders represent less than 10% of consolidated accounts receivable as of March 31, 2023 and 2022, respectively.

During the fiscal years ended March 31, 2023, 2022, and 2021, the Company paid for consulting services, expense reimbursement, and other fees related to services provided by Vista or affiliates of Vista. The total expenses incurred by the Company in relation to services provided by Vista or affiliates of Vista were $9.4 million, $4.2 million and $5.2 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. For the same twelve-month periods of 2023, 2022, and 2021, $9.4 million, $4.2 million and $4.6 million, respectively, are recorded in other expense (income), net while the remaining $0.0, $0.0 million and $0.6 million, respectively, are recorded in general and administrative expenses within the consolidated statements of loss. The Company had an accrued payable to Vista in the amount of $9.1 million and $2.9 million as of March 31, 2023 and March 31, 2022, respectively. This balance was recorded in the accrued expenses and other current liabilities on the consolidated balance sheets.

During the fiscal years ended March 31, 2023 and 2022, Omnitracs had sales to Autotrac Comércio e Telecomunicações S/A (“Autotrac”), a Brazilian affiliate of Omnitracs, in the amount of $3.7 million and $3.0 million, respectively, recorded within revenue on the consolidated statements of loss. Additionally, as of March 31, 2023 and 2022, Omnitracs had total outstanding accounts receivable in the amount of zero and $0.3 million, respectively, due from Autotracs, recorded within accounts receivable, net on the consolidated balance sheets.

Secondment Agreement

Pursuant to a Secondment Agreement, among the Company, Mr. Darko Dejanovic, and Vista Equity Partners Management, LLC (which refer to as “Vista Management”), effective as of November 5, 2019, as amended by (i) that First Amendment to Secondment Agreement, dated as of April 30, 2020 and (ii) that Second Amendment to Secondment Agreement, dated as of May 26, 2022 (which the Company collectively refers to as the “Secondment Agreement”). While providing services to the Company during the secondment period, Mr. Dejanovic is under the exclusive direction, control, and supervision of the Company’s Board. In recognition of Mr. Dejanovic’s service to the Company, the Company reimburses Vista Management for 95% of the base

F-62

salary, bonus, and benefits that Vista pays or provides to Mr. Dejanovic. Prior to the consummation of a public offering, it is expected that Mr. Dejanovic will become an employee of the Company, will cease to be an employee of Vista Management, and the Secondment Agreement will be terminated. In accordance with the Secondment Agreement, the Company reimbursed Vista for $2.0 million, $3.2 million, and $2.2 million in respect of Mr. Dejanovic’s base salary, bonus, and benefits during the fiscal years ended March 31, 2023, 2022 and 2021, respectively. Additionally, in connection with the Second Amendment to the Secondment Agreement, the Company agreed to reimburse Vista an additional $2.9 million in compensation expense paid by Vista Management to Mr. Dejanovic with respect to his period of service from April 1, 2020 through March 31, 2022.

Related Party Note

On November 18, 2021, Solera Global Holding Corp. borrowed a principal amount of $83.4 million from VEPF V Polaris Aggregator, L.P., an affiliate of Vista. See Note 11 “Debt” for additional information regarding the note.

19. Restructuring Charges and Other Costs Associated with Exit and Disposal Activities

The liabilities associated with the restructuring initiatives and other exit and disposal activities are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company reports all amounts incurred in connection with the Company’s restructuring initiatives and other exit and disposal activities in restructuring charges and other costs associated with exit and disposal activities in the accompanying consolidated statements of loss.

The following tables summarize the activity in the restructuring reserves for the fiscal years ended March 31, 2023 and 2022 (in thousands):

	Employee Termination Benefits			Leases			Other			Total
Balance at April 1, 2021	$	2,311		$	2,466		$	1,656		$	6,433
Restructuring charges		13,819			2,074			195			16,088
Cash payments		(15,586	)		(4,468	)		(1,698	)		(21,752	)
Effect of foreign exchange		(13	)		(14	)		(9	)		(36	)
Balance at March 31, 2022	$	531		$	58		$	144		$	733

	Employee Termination Benefits			Leases			Other			Total
Balance at April 1, 2022	$	531		$	58		$	144		$	733
Restructuring charges		4,450			1,699			539			6,688
Cash payments		(2,413	)		(1,705	)		(682	)		(4,800	)
Effect of foreign exchange		(6	)		—			(1	)		(7	)
Balance at March 31, 2023	$	2,562		$	52		$	—		$	2,614

F-63

The following table summarizes restructuring charges and other costs associated with exit and disposal activities for the periods indicated (in thousands):

	Vehicle Claims			Vehicle Solutions			Vehicle Repairs		Fleet Solutions		Total
Fiscal Year Ended March 31, 2023
Employee termination benefits	$	2,155		$	1,365		$	169	$	761	$	4,450
Lease termination costs		77			1,009			613		—		1,699
Other restructuring costs		163			188			60		128		539
Total restructuring charges and other costs associated with exit and disposal activities	$	2,395		$	2,562		$	842	$	889	$	6,688
Fiscal Year Ended March 31, 2022
Employee termination benefits	$	2,247		$	4,279		$	137	$	7,156	$	13,819
Lease termination costs		166			1,908			—		—		2,074
Other restructuring costs		(144	)		273			48		18		195
Total restructuring charges and other costs associated with exit and disposal activities	$	2,269		$	6,460		$	185	$	7,174	$	16,088
Fiscal Year Ended March 31, 2021
Employee termination benefits	$	3,913		$	(133	)	$	1,229	$	33	$	5,042
Lease termination costs		3,829			4,142			168		11		8,150
Other restructuring costs		2,130			4,329			601		56		7,116
Total restructuring charges and other costs associated with exit and disposal activities	$	9,872		$	8,338		$	1,998	$	100	$	20,308

20. Segment Information

The Company’s segments are based upon a number of factors, including, the basis for its budgets and forecasts and the financial information regularly used by the Company’s chief operating decision-maker (“CODM”) to make key decisions and to assess performance. The Company assesses financial performance of its segments on the basis of segment revenue and segment Adjusted EBITDA, a profitability measure. Adjusted EBITDA is net income before provision for income taxes, depreciation and amortization of fixed and intangible assets, and other charges determined by management. The Company’s CODM does not evaluate the financial performance of each segment based on its respective assets, neither does the Company allocate assets to the below reportable segments for internal reporting purposes.

As of March 31, 2023, the Company has four operating segments: Vehicle Claims, Vehicle Solutions, Vehicle Repairs and Fleet Solutions, as determined by the information that the Company’s Chief Executive Officer, who the Company considers its CODM, uses to make strategic goals and operating decisions.

Vehicle Claims: This segment offers a data-powered, customizable intelligent software solution for streamlining and digitizing the entire claims management process in the property and casualty marketplace.

Vehicle Solutions: This segment digitally enables customer acquisition and retention, vehicle valuation, driver event monitoring and risk management for auto manufacturers, vehicle dealerships, commercial fleets, insurance carriers and governments.

Vehicle Repairs: This segment offers various solutions for service, maintenance, and repair industry by empowering automotive repair professionals to diagnose and repair vehicles efficiently, accurately and profitably.

Fleet Solutions: This segment provides a unified end-to-end video safety, telematics, driver workflow, and routing platform.

F-64

The following table provides information regarding the Company’s reportable segments (in thousands): 

(in thousands)	Vehicle Claims		Vehicle Solutions		Vehicle Repairs		Fleet Solutions		Total
Fiscal Year Ended March 31, 2023
Revenues	$	687,710	$	811,544	$	260,645	$	600,488	$	2,360,387
Adjusted EBITDA		276,056		301,238		171,597		183,328		932,219
Fiscal Year Ended March 31, 2022
Revenues	$	732,767	$	733,655	$	266,547	$	472,107	$	2,205,076
Adjusted EBITDA		346,231		274,998		157,799		172,472		951,500
Fiscal Year Ended March 31, 2021
Revenues	$	679,559	$	699,411	$	255,082	$	27,463	$	1,661,515
Adjusted EBITDA		301,520		234,234		145,746		7,716		689,216

The following is a reconciliation of Adjusted EBITDA to GAAP net income (in thousands), the most directly comparable GAAP measure (dollars in thousands):

	Fiscal Years Ended March 31,
	2023			2022			2021
Adjusted EBITDA (by segment)
Vehicle Claims	$	276,056		$	346,231		$	301,520
Vehicle Solutions		301,238			274,998			234,234
Vehicle Repairs		171,597			157,799			145,746
Fleet Solutions		183,328			172,472			7,716
Total		932,219			951,500			689,216
Depreciation and amortization		437,824			400,828			313,450
Restructuring charges and other costs associated with exit and disposal activities		6,688			16,088			20,308
Asset impairment charges		11,713			15,855			11,340
Acquisition and related costs		70,230			88,987			4,807
Litigation related expenses		16,611			2,823			3,699
Interest expense		690,828			465,032			326,687
Other expense (income), net		(11,748	)		(24,501	)		192,279
Share-based compensation expense		31,444			199,983			10,380
Management charges (1)		9,370			4,218			5,256
Loss before income taxes		(330,741	)		(217,813	)		(198,990	)
Income tax expense		49,821			59,979			33,893
Net loss	$	(380,562	)	$	(277,792	)	$	(232,883	)

(1) Management charges are recorded in other expense (income), net

See Note 5 “Revenue from Contracts with Customers” for information related revenue by geography and end markets. The following table summarizes long lived assets by geography (in thousands):

(in thousands)	U.S. & Canada		International (1)		Total
Property and equipment, net:
At March 31, 2023	$	81,540	$	47,595	$	129,135
At March 31, 2022	$	92,428	$	36,377	$	128,805

(1) Includes amount attributable to the rest of the world. Excludes the U.S. and Canada.

F-65

21. Net Loss Per Share

The Company computes basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. The Company has adjusted the shares outstanding to reflect the shares issued for the acquisition of DealerSocket as if they were outstanding as of the beginning of all periods.

Net loss per share attributable to common shareholders was computed as follows for the fiscal years ended March 31, 2023, 2022 and 2021:

	For the Fiscal Years Ended
	2023			2022			2021
	(in thousands, except share and per share amounts)
Numerator:
Net loss attributable to common shareholders	$	(374,533	)	$	(279,729	)	$	(242,700	)
(Less): Paid-in-kind dividends		—			(34,521	)		(182,156	)
Net loss for loss per share calculation	$	(374,533	)	$	(314,250	)	$	(424,856	)
Denominator:
Weighted average common shares outstanding—basic and diluted		2,576,773			2,526,851			2,332,899
Net loss per share attributable to common—shareholders—basic and diluted	$	(145.35	)	$	(124.36	)	$	(182.12	)

The Company has issued potentially dilutive instruments which the Company did not include in its calculation of diluted loss per unit because to include them would be anti-dilutive due to the Company’s net loss during the period. The potentially dilutive instruments consist of 64,803 outstanding stock options and 1,121 restricted stock units. See Note 13 for further detail.

22. Subsequent Events

On April 12, 2023, the Company entered into a Second Amended and Restated Intercompany Note that amends and restates the Intercompany note, dated as of November 18, 2021. The amendment served to extend the maturity date to April 10, 2024 and amend the rate at which the note accrues interest to SOFR plus a margin of 2.10%.

On May 31, 2023, the Company entered into a third amendment to the Second Lien Credit Agreement. This amendment converts interest accrued over the period of February 28, 2023 through August 31, 2023 to PIK interest to be added to the outstanding principal amount. Interest over the aforementioned period will be accrued at a rate of SOFR plus applicable margin of 9.25% with a minimum SOFR of 1.00%. After the PIK interest period, interest will accrue at SOFR plus applicable margin of 9.00% with a minimum SOFR of 1.00%.

On June 28, 2023, the Company entered into an amendment to the Revolver and US Dollar First Lien Credit agreement, which updates the reference rate from LIBOR to a rate of SOFR plus a Credit Spread Adjustment (CSA). No other terms were amended. These rates will be effective for the Revolver on July 31, 2023 and for the US dollar First Lien on September 30, 2023.

The Company has evaluated subsequent events from the March 31, 2023 balance sheet date through February 2, 2024, the date at which the consolidated financial statements were issued and determined that there are no other additional items to disclose.

F-66

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

     Shares

Solera Global Corp.

Class A Common Stock

Goldman Sachs & Co. LLC

Through and including    , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all costs and expenses, other than the underwriting discounts and commissions payable by us, in connection with the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and      listing fee.

	Amount to be Paid
SEC registration fee	$	*
FINRA filing fee		*
listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent fees and registrar fees		*
Miscellaneous expenses		*
Total expenses	$	*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation will provide for this limitation of liability.

Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

Our bylaws will provide that we will indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final

II-1

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

disposition upon delivery of an undertaking by or on behalf of an indemnified person to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

Upon completion of this offering, we intend to enter into indemnification agreements with each of our executive officers and directors. The indemnification agreements will provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation or bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

We will maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers. The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of our directors and officers by the underwriters party thereto against certain liabilities arising under the Securities Act or otherwise.

Item 15. Recent Sales of Unregistered Securities

Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

Since inception, we have made sales of the following unregistered securities:

On August 20, 2021, Solera Global Corp. issued 1,000 shares of its Class A common stock to Solera Global Holding Corp. for $0.10. The issuance of such shares of Class A common stock was not registered under the Securities Act because the shares were offered and sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act.

The offer and sale of the above securities was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering. The recipient of the above securities represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were placed upon any stock certificates issued in these transactions. The recipient had adequate access to information about us. The sale of these securities was made without any general solicitation or advertising.

II-2

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Item 16. Exhibits and Financial Statement Schedules

(i) Exhibits

Exhibit Number	Description
1.1*	Form of Underwriting Agreement
2.1^*	Agreement and Plan of Merger dated as of June 4, 2021 by and among Solera Global Holding Corp., Ousland Holdings, Inc., Omnitracs Topco, LLC and certain other parties thereto.
3.1*	Certificate of Incorporation of Solera Global Corp., as currently in effect
3.2*	Form of Amended and Restated Certificate of Incorporation of Solera Global Corp. to be in effect at or prior to the consummation of this offering
3.3*	Bylaws of Solera Global Corp., as currently in effect
3.4*	Form of Amended and Restated Bylaws of Solera Global Corp. to be in effect upon the closing of this offering
4.1*	Form of Registration Rights Agreement
5.1*	Opinion of Kirkland & Ellis LLP
10.1*	Form of Tax Receivable Agreement
10.2*	Form of Exchange Agreement
10.3*	Form of Amended and Restated Operating Agreement of Omnitracs Topco, LLC
10.4*	Form of Director and Officer Indemnification Agreement
10.5*	Services Agreement, effective as of June 17, 2019, by and between Vista Consulting Group, LLC and Solera Holdings, Inc.
10.6*	First Lien Credit Agreement, dated as of June 4, 2021 among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC, Polaris Parent, LLC, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, Goldman Sachs Lending Partners, LLC and the Joint Lead Arrangers and Joint Bookrunners party thereto.
10.7*	First Amendment to Credit Agreement, dated as of November 5, 2021, by and among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC and Goldman Sachs Lending Partners LLC, as administrative agent.
10.8*	Increase Joinder and Amendment No. 2, dated March 1, 2022, by and among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC, each of the other Credit Parties party thereto, each of the financial institutions party thereto as lenders, each other Consenting Lender party thereto and acknowledged by Goldman Sachs Lending Partners LLC.
10.9*	Second Lien Credit Agreement, dated as of June 4, 2021 among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC, Polaris Parent, LLC, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and ALTER DOMUS (US) LLC.
10.10*	First Amendment to Credit Agreement, dated as of November 5, 2021, by and among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC and Alter Domus (US) LLC, as administrative agent.
10.11*	Second Amendment to Credit Agreement, dated as of March 11, 2022, by and among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC, each of the other credit parties party thereto, each of the consenting lenders party thereto and Alter Domus (US) LLC, as administrative agent.

II-3

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

Exhibit Number	Description
10.12*	Third Amendment to Credit Agreement, dated as of May 31, 2023, by and among Polaris Newco, LLC, Solera, LLC, Omnitracs, LLC, DealerSocket, LLC, each of the other credit parties party thereto, each of the lenders party thereto and Alter Domus (US) LLC, as administrative agent.
10.13*	Form of Director Nomination Agreement
10.14+*	Employee Letter Agreement dated May 25, 2012 among David Babin and Solera Holdings, Inc.
10.15+*	Employee Letter Agreement dated June 24, 2020 among John Suchecki and Solera Holdings, Inc.
10.16+*	Employee Letter Agreement dated June 14, 2021 among Jing Liao and Solera Holdings, Inc.
10.17+*	Employee Letter Agreement dated April 19, 2018 among Nihar Malik and Solera Holdings, Inc.
10.18+*	Employee Letter Agreement dated September 4, 2014 among Alberto Cairo and Solera Holdings, Inc.
10.19+*	Secondment Agreement dated November 5, 2019, by and between Vista Equity Partners Management, LLC and Solera Holdings, Inc.
10.20+*	First Amendment to Secondment Agreement dated April 30, 2020, by and between Vista Equity Partners Management, LLC and Solera Holdings, Inc.
10.21+*	Second Amendment to Secondment Agreement dated May 26, 2022, by and between Vista Equity Partners Management, LLC and Solera Holdings Inc.
10.22+*	Solera Global Corp. 2024 Omnibus Incentive Plan
10.23+*	Form of Stock Option Award Agreement under Solera Global Corp. 2024 Omnibus Incentive Plan.
10.24+*	Form of Restricted Shares Award Agreement under Solera Global Corp. 2024 Omnibus Incentive Plan.
10.25+*	Form of Restricted Stock Unit Award Agreement under Solera Global Corp. 2024 Omnibus Incentive Plan.
10.26+*	Solera Global Holding Corp. (f/k/a Summertime Holding Corp.) 2016 Stock Option Plan
10.27+*	Form of Stock Option Agreement under Solera Global Holding Corp. (f/k/a/ Summertime Holding Corp.) 2016 Stock Option Plan (2018 Form).
10.28+*	Form of Stock Option Agreement under Solera Global Holding Corp. (f/k/a Summertime Holding Corp.) 2016 Stock Option Plan (2020 Form).
21.1*	List of subsidiaries of Solera Global Corp.
23.1*	Consent of Deloitte & Touche LLP, an independent registered public accounting firm, as to the consolidated financial statements of Solera Global Corp.
23.2*	Consent of Deloitte & Touche LLP, independent auditors, as to Omnitracs Topco, LLC
23.3*	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.4*	Consent of Frost & Sullivan
24.1*	Powers of Attorney (included on signature page)
107*	Calculation of Registration Fee

* Indicates to be filed by amendment.

II-4

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

+ Indicates a management contract or compensatory plan or agreement.

^ Non-material schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.

(ii) Financial statement schedules

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)	Balance at Beginning of Period		Net Additions Charged (Credited) to Expense		Deductions (1)			Other (2)		Balance at End of Period
Fiscal Year Ended March 31, 2023:
Allowance for Credit Losses	$	46,310	$	38,786	$	(22,559	)	$	7,877	$	70,414
Deferred Tax Valuation Allowance		904,854		—		(64,593	)		—		840,261
Fiscal Year Ended March 31, 2022:
Allowance for Credit Losses	$	19,413	$	27,796	$	(13,348	)	$	12,449	$	46,310
Deferred Tax Valuation Allowance		310,514		79,208		—			515,132		904,854
Fiscal Year Ended March 31, 2021:
Allowance for Credit Losses	$	15,029	$	20,318	$	(16,743	)	$	809	$	19,413
Deferred Tax Valuation Allowance		288,594		54,172		(32,252	)		—		310,514

(1) Deductions for allowances for doubtful accounts primarily consists of accounts receivable written-off, net of recoveries. Deductions for deferred tax valuation allowances consist of foreign tax credit write-offs.

(2) Represents balances acquired in connection with business combinations and changes in foreign currency. Other for deferred tax valuation allowance primarily related to the change in valuation allowance booked through purchase accounting as well as the valuation allowance related to the Company’s investment in Omnitracs Topco LLC.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

II-6

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. SECTION 200.83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake, State of Texas, on     , 2024.

Solera Global Corp.
By:
Name:	Darko Dejanovic
Title:	Chief Executive Officer

***

POWER OF ATTORNEY

The undersigned directors and officers of Solera Global Corp. hereby appoint each of Alberto Cairo and David Babin, as attorney-in-fact for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-1 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Darko Dejanovic	Chief Executive Officer and Director (Principal Executive Officer)	, 2024
Alberto Cairo	Chief Financial Officer (Principal Financial and Accounting Officer)	, 2024
David Breach	Director	, 2024
Maneet Saroya	Director	, 2024
Jonathan Yaron	Director	, 2024

II-7