EX-99.(C)(IV) 3 d837347dex99civ.htm EX-99.(C)(IV) EX-99.(c)(iv)

Exhibit (c)(iv) PRE PRELIMI LIMINAR NARY Y DRA DRAFT FT Conf Confid idential ential Project Rover Special Committee Discussion Materials April 17, 2024


PRELIMINARY DRAFT Confidential Discussion Agenda • Overview of Current Situation • Overview of Rover Management Plan and Preliminary Valuation Analyses – Qatalyst Partners – Barclays • Board Discussion on Next Steps 2


PRELIMINARY DRAFT Confidential Overview of Current Situation 3


PRELIMINARY DRAFT Confidential Overview of Current Situation Recent Background • On January 26, New Mountain Capital and its affiliates (“New Mountain Capital” or “NMC”) privately submitted a request to the Rover board for a waiver of the standstill restriction contained in the Investor Rights Agreement between Rover and NMC − The request included a draft proposal (“New Mountain Capital Draft Proposal” or “NMC Draft Proposal”) with a purchase price of $13.75 per share in cash for 100% of the shares of Rover not owned by NMC (stated that NMC would pursue the transaction without any rollover from TB/A) − On February 26, NMC filed an updated 13D, making the NMC Draft Proposal public, and also included a statement that NMC and TCP-ASC (“TCP-ASC” or “TB/A”) were in active discussions to make a joint proposal • On March 8, NMC orally requested a waiver from certain antitakeover statutes to continue to pursue a joint transaction with NMC • On March 11, Rover publicly announced via press release the formation of the Special Committee to evaluate strategic alternatives and stated its commitment to enhancing shareholder value • Also on March 11, TB/A filed a 13D requesting a waiver from certain antitakeover statutes to continue to pursue a joint transaction with NMC and stating its belief that any transaction other than a “Joint Transaction would be difficult if not impossible to execute” • On March 18, a letter was sent to NMC and TB/A by the Special Committee directing them to cease discussions regarding a potential joint transaction • On March 19, Rover filed an 8-K publicly disclosing (1) the retention of Qatalyst Partners and Barclays (the “Financial Advisors”) as financial advisors, and Skadden as legal counsel, to the Special Committee and (2) the Special Committee’s direction to NMC and TB/A to cease their discussions • Both NMC and TB/A have verbally confirmed to the Financial Advisors that they are no longer in discussions with one another 4


PRELIMINARY DRAFT Confidential Overview of Current Situation (Continued) Current Status of Discussions with NMC, TB/A and other Key Board / Customer Constituents • The Financial Advisors spoke to NMC on March 25 and April 4, and NMC advised that they: − Remain focused on quick resolution of the current discussions with minimal distraction to Rover management given current business dynamics − Are supportive of a potential process to consider other proposals (potentially willing to make a public statement to that effect) − Are willing to sell their shares, but believe their clearing price is likely not attainable given current conditions − Prefer to partner with TB/A, but open to others in addition to TB/A − View customer diligence with Ascension as critical to NMC’s willingness to undertake a transaction − Believe Rover has operational issues that weigh on their view of value and emphasized need for a quick / efficient resolution − Prior to ceasing discussions with TB/A, had tentatively agreed on economic terms of a potential transaction with TB/A and were still working through certain governance provisions • The Financial Advisors spoke to TB/A on March 28 and April 9 − TB/A advised that they are very focused on customer support of Ascension during critical time in the industry − TB/A was leaning against supporting a process and was non-committal as to whether they would participate in a process as bidders − TB/A noted that they believe it is critically important to move quickly given current business dynamics and challenges Rover is facing − TB/A reiterated they are not a seller and expressed the utmost importance of the relationship between Rover and Ascension • In addition, the Financial Advisors spoke to certain Board members (including those that are customer representatives): Joe Flanagan (former Rover CEO); Dominic Nakis (Sutter Health); Clay Ashdown (Intermountain); Erik Wexler (Providence); and David Dill (LifePoint) − Feedback was broadly consistent with a focus on shareholder value, customer service and retention and minimizing distractions for management to focus on execution − All parties expressed a desire to move quickly to resolution 5


PRELIMINARY DRAFT Confidential Overview of Current Situation (Continued) Management Plan Update • Rover Management has prepared a longer-term Management Plan (“Management Plan”) for purposes of the Special Committee’s evaluation − The Management Plan includes 7 years of financial projections (2024-2030), with 2024 based on the 2024 Board-approved budget (adjusted for the impact of the Change Healthcare cyber attack) − The Management Plan was prepared by Management to reflect a balanced view of potential future performance − The Management Plan includes the impact of Rover’s acquisition of Acclara, as well as the impact of the Change Healthcare cyber attack − In preparing the Management Plan, Management and the Special Committee also consulted with Joe Flanagan (former Rover CEO) to stress-test key assumptions and receive additional feedback • The Management Plan was presented by Rover Management to the Special Committee on April 5 − The presentation included a review with the Special Committee of the basis for the projections, areas of potential upside, potential risks, and detail on key areas of the business (including End-to-End, Physicians, Modular, the Acclara acquisition, etc.) − Management noted key revenue growth and cost assumptions underlying the Management Plan, as well as free cash flow and debt paydown projections − Potential risks and opportunities outside of the Management Plan were also discussed − The Special Committee had follow-up questions, which were addressed by Management on April 5, April 7 and April 9 • The Special Committee approved the Management Plan for use by the Financial Advisors in valuation work on April 9 − The Financial Advisors have prepared preliminary valuation analyses based on the Management Plan 6


PRELIMINARY DRAFT Confidential Rover Share Price Over Time and Illustrative Statistics at Various Prices Share Price Over Time Rover Illustrative Statistics at Various Prices Jan. 10, 2022 $35.00 ($MM, except per share amounts) Rover announced all-stock Rover Rover NMC acquisition of Cloudmed for $4.1Bn Unaffected Current Draft Proposal 1-Day Price Rxn.: (1%) Illustrative 2/23/24 (5) 4/16/24 2/26/24 (6) Share Price: $11.10 $12.21 $13.75 $30.00 Implied Transaction Premium Statistic Nov. 8, 2022 Premium to Price Prior to Public Disclosure Announced Q3'22 $11.10 - 10% 24% of NMC Draft Proposal (2/23/24) (5) earnings miss and retirement of Joe Flanagan $25.00 Premium to Current Price (4/16/24) 12.21 (9%) - 13% / appointment of Lee Premium to 30-Day VWAP Rivas (Prior to Public Disclosure of NMC Draft Proposal) 10.31 8% 18% 33% 1-Day Price Rxn.: (50%) (1)(5) $20.00 Premium to LTM High Share Price 18.49 (40%) (34%) (26%) Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,653 $6,402 $15.00 NMC Draft Fully-Diluted Enterprise Value (2) $7,286 $7,826 $8,575 (6) Proposal: $13.75 Street Consensus Estimates Unaffected Price (5) (2/23) : $11.10 Adj. EBITDA Multiples (3) Current: $12.21 $10.00 CY24E / NTM $659 10.7x 11.9x 13.0x CY25E 778 9.1 10.1 11.0 Rover Management Plan Feb. 26, 2024 Adj. EBITDA Multiples (4) $5.00 Public filing of the NMC Draft Proposal for $13.75 / share (all- CY24E / NTM $655 11.1x 11.9x 13.1x cash) and issuance of open letter regarding NMC Draft Proposal CY25E 766 9.5 10.2 11.2 by Coliseum Capital 1-Day Price Rxn.: +25% $0.00 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Note: Current market prices as of April 16, 2024. (3) Rover Street projections based on FactSet mean consensus estimates as of April 16, 2024. (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to public (4) Rover Management Plan provided by Rover Management in April 2024. filing of the NMC Draft Proposal. (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing 7 (2) Rover capitalization per Rover 10-K for the period ended December 31, 2023. Balance sheet statistics per Rover 10-K for the of the NMC Draft Proposal. period ended December 31, 2023, pro forma for the close of the Acclara transaction per management as of March 2024. (6) Reflects New Mountain Capital Draft Proposal publicly filed on February 26, 2024.


PRELIMINARY DRAFT Confidential Overview of Rover Daily Trading From Week of Request for Waiver of Investor Rights (January 22, 2024) to Current (April 16, 2024) Mar. 19, 2024 Feb. 26, 2024 Rover discloses it has hired advisors to the Share Price Trading Volume (000s) Public filing of the NMC Draft Proposal for $13.75 / share Special Committee and that it has rejected (all-cash) and issuance of open letter regarding NMC Draft $15.00 35,000 TCP-ASC and NMC’s request for a waiver Proposal by Coliseum Capital of the standstill agreement 1-Day Price Rxn.: +25% 1-Day Price Rxn.: (1%) 30,000 $14.00 Feb. 22, 2024 25,000 UnitedHealth announces Jan. 26, 2024 suspected cybersecurity breach of $13.00 New Mountain Capital delivers a Change Healthcare IT systems Rover Mar. 11, 2024 private request for the waiver of $12.21 1-Day Price Rxn.: (0%) 20,000 certain provisions of their Investor Rover announces the formation of the (1) +10% vs. 2/23 Rights Agreement special committee; TCP-ASC files 13D $12.00 (12%) vs. 2/26 amendment disclosing request for a 15,000 waiver of take-over statutes and a statement that they are not a seller $11.00 1-Day Price Rxn.: +1% 10,000 $10.00 5,000 Selected (2) HCIT (1) (10%) vs. 2/23 $9.00 0 1/22 1/23 1/24 1/25 1/26 1/29 1/30 1/31 2/1 2/2 2/5 2/6 2/7 2/8 2/9 2/12 2/13 2/14 2/15 2/16 2/20 2/21 2/22 2/23 2/26 2/27 2/28 2/29 3/1 3/4 3/5 3/6 3/7 3/8 3/11 3/12 3/13 3/14 3/15 3/18 3/19 3/20 3/21 3/22 3/25 3/26 3/27 3/28 4/1 4/2 4/3 4/4 4/5 4/8 4/9 4/10 4/11 4/12 4/15 4/16 (11%) vs. 2/26 % Daily Δ Rover: (1%) 0% (3%) 2% 1% (2%) 0% 5% 0% (3%) (2%) 0% 2% (1%) 4% (3%) 4% 2% (3%) (1%) (1%) 4% (0%) 25% 5% (1%) (2%) (0%) (0%) (0%) (0%) 2% (2%) 1% 0% (1%) (2%) (1%) (3%) (1%) 0% (0%) (1%) 0% (0%) 0% (1%) (2%) 0% 0% (0%) (1%) 2% 1% (1%) 1% (2%) (1%) (1%) (2) (0%) (0%) 0% 1% 1% (1%) (2%) 2% (3%) (1%) 2% (0%) (1%) 1% 2% (3%) 2% 2% (1%) (0%) (2%) (1%) 2% 1% (1%) (3%) 0% 0% 0% (1%) (1%) 1% 1% (1%) (0%) (1%) (2%) (1%) 1% 1% 0% (1%) (2%) (0%) 0% 1% 1% (2%) (1%) (1%) (1%) (0%) 1% 1% (1%) 0% (1%) (2%) (0%) Selected HCIT : Cumulative Volume (% of Common Shares 1% 2% 2% 3% 4% 5% 5% 7% 7% 8% 8% 9% 9% 10% 10% 11% 11% 12% 13% 13% 14% 15% 17% 24% 28% 29% 30% 31% 33% 34% 34% 35% 36% 37% 38% 38% 39% 40% 40% 41% 42% 43% 43% 44% 45% 45% 46% 47% 48% 48% 49% 49% 49% 50% 50% 51% 51% 52% 52% Outstanding): Source: Closing prices and volumes per FactSet as of April 16, 2024. (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Mountain Capital Draft Proposal. 8 (2) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per Qatalyst Partners analysis.


PRELIMINARY DRAFT Confidential Management P&L Summary Historicals Management Plan Calendar Year Ended December 31, '24B-'30E 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR ($ in millions, except per share values) Revenue $1,475 $1,806 $2,254 $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8.1% % growth 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Gross Profit $567 $758 $1,025 $1,202 $1,326 $1,457 $1,612 $1,750 $1,874 $2,007 8.9% % margin 38.5% 41.9% 45.5% 45.1% 45.5% 46.7% 47.5% 47.6% 47.3% 47.1% (-) Support Costs (221) (334) (410) (547) (560) (583) (611) (641) (673) (706) Adj. EBITDA $346 $424 $614 $655 $766 $874 $1,001 $1,109 $1,202 $1,301 12.1% % margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78) (172) (278) (341) (346) (363) (375) (388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (84) (92) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (114) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3) $148 $117 $268 $381 $496 $582 $653 $729 35.7% Note: Rover filings, Management Plan. 9


PRELIMINARY DRAFT Confidential Qatalyst Partners: Overview of Rover Management Plan and Preliminary Valuation Analyses 10


Legend Street Rover Mgmt. Plan Overview of Rover Management Plan Revenue ($MM) Adjusted EBITDA ($MM) Actual Projection Actual Projection Budget Budget 2024E Rev. Guidance 2024E EBITDA Guidance $1,301 $4,269 $1,198 $2,625 - $2,675 $650 - $670 $1,202 $4,261 $3,962 $627 $3,850 $1,059 (1) $2,351 $3,677 Organic Rev. (1) +2% gr. Organic EBITDA $3,262 $622 Excludes $295M rev. $2,371 $1,109 Excludes $34M EBITDA contribution $889 contribution from Acclara $2,956 +1% gr. from Acclara (11% mgn.) $1,001 $778 $3,392 $2,666 CY23A-CY28E CAGR: 14% CY23A-CY28E CAGR: 14% $659 $2,254 $3,123 $874 $2,913 $614 CY23A-CY30E CAGR: 10% CY23A-CY30E CAGR: 11% $1,806 $2,644 $766 $1,475 $424 $655 $346 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 7.8% 17.8% 14.4% 18.7% 13.1% Street EBITDA Gr.: Forecast vs. Street: 0.6% (1.6%) (4.4%) (11.9%) (13.9%) 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Mgmt. EBITDA Gr.: # Brokers: 16 16 10 3 3 Forecast vs. Street: (1.0%) (1.8%) (2.0%) (5.5%) (7.5%) # Brokers: 16 16 10 3 3 Revenue Growth YoY (%) Adjusted EBITDA Margin (%) Actual Projection Actual Projection Budget Budget 30% 25% 27% 30% 22% 28% 31% 27% 30% 26% 26% 18% 18% 28% 16% 25% 28% 27% 23% 23% 26% 12% 17% 11% 10% (1) Organic Rev. Gr. 9% 25% 8% 4% 8% (1) Organic EBITDA Mgn. Excludes $295M rev. contribution from Acclara 5% 9% 8% Excludes $34M EBITDA contribution 7% from Acclara (11% mgn.) 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E Source: Company filings and FactSet as of April 16, 2024. Rover Management Plan provided by Rover Management in April 2024. Note: Historical statistics per latest available publicly filed Rover financial statements. Street consensus estimates for 2029E and onwards are excluded due to limited broker coverage. 11 (1) Organic statistics pro forma for the acquisition of Acclara announced on December 6, 2023; statistics per Rover Management as April 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Rover NTM EBITDA Multiples and Selected Statistics Over Time From January 1, 2017 to Current (April 16, 2024) COVID-19 NTM Rev. Gr. Average Statistics Over Time Unaffected (2) NTM 2017 2018 2019 2020 2021 2022 2023 2024YTD (1) Current (2/23/24) NTM EBITDA Mgn. EBITDA Mult. NTM EBITDA Mult. - 29.8x 18.2x 17.8x 24.1x 18.7x 13.5x 9.5x 11.9x 10.7x 35.0x 70% NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% 17% 19% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% 25% 25% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 12% 7% 11% 30.0x 60% Jan. 10, 2022 Rover announces 100% stock acquisition of Cloudmed for $4.1Bn 25.0x 50% 1-Day Price Rxn.: (1%) 20.0x 40% Unaffected NTM EBITDA (2) Mult. (2/23) : 15.0x 30% 10.7x Current: 11.9x NTM EBITDA 10.0x 20% Margin: 25% NTM Rev. Growth: 17% 5.0x 10% 0.0x 0% Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of April 16, 2024. Note: Limited analyst coverage for Rover until August 2017. Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. (1) Average statistics in 2024 calculated up until February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 12 (2) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT


Average Trading Statistics Over Time Unaffected 2017 2018 2019 2020 2021 2022 2023 2024YTD (2) (2/23/24)(4) Current Rover (3) NM 29.8x 18.2x 17.8x 24.1x 18.7x 13.5x 9.5x 10.7x 11.9x NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% - 17% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 12% - 7% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% - 25% Selected HCIT Long-Term Trading Selected HCIT (1) 16.0x 18.5x 17.1x 16.9x 19.7x 17.4x 14.9x 12.9x 12.5x 10.9x NTM Rev. Gr. 20% 12% 14% 13% 13% 17% 13% 10% - 9% NTM EBITDA Gr. (2%) (17%) 198% (8%) 23% 21% 32% 4% - 2% From January 1, 2017 to Current (April 16, 2024) NTM EBITDA Mgn. 20% 21% 19% 14% 14% 11% 15% 17% - 17% COVID-19 Selected Business Process Outsourcing (5) 13.2x 14.3x 14.5x 14.9x 15.3x 13.9x 11.8x 9.9x 10.2x 8.9x NTM Rev. Gr. 9% 11% 10% 2% 10% 11% 10% 7% - 6% NTM EBITDA NTM EBITDA Gr. 19% 20% 21% 2% 7% 11% 11% 9% - 9% Multiple NTM EBITDA Mgn. 17% 17% 18% 18% 21% 22% 22% 22% - 22% 24.0x Legend Rover 22.0x Selected Healthcare Information Technology Selected Business Process Outsourcing 20.0x 18.0x 16.0x 14.0x Current: 10.9x 12.0x Unaffected (4) (2/23) : 10.7x 10.0x Current: 11.0x Current: 8.9x 8.0x 6.0x 4.0x Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of April 16, 2024. Limited analyst coverage for Rover until August 2017. (3) Rover revenue growth is not pro forma for acquisitions. Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. (4) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the (1) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, NMC Draft Proposal. 13 Phreesia, Health Catalyst, and TruBridge. (5) Selected business process outsourcing group includes Genpact, Exlservice, and WNS. (2) 2024YTD average statistics for Rover calculated up until February 23, 2024, the trading day prior to public filing of the NMC Draft CONFIDENTIAL | PRELIMINARY DRAFT Proposal.


Legend Selected Healthcare Information Technology Selected Business Process Outsourcing CY24E Operating Statistics of Selected Companies CY24E Rev. $2,644 $2,666 $2,468 $428 $1,298 $1,155 $294 $309 $344 $1,314 $1,064 $1,800 $1,338 $4,589 ($MM): (2) Organic Growth Median: 5% Median: 3% 4% 5% 26% 22% 18% 19% 17% 17% 10% 5% 4% 3% (0%) 3% (7%) 2% Rover (Street) Rover (Mgmt.) (1) Evolent Health Phreesia Progyny HealthEquity HealthStream Health Catalyst TruBridge Premier Omnicell ExlService WNS Genpact (2) Organic Growth Median: 14% Median: 12% 1% 30% 2% 22% 21% 12% 12% 7% 7% 7% 3% NM NM NM (3%) (13%) Rover (Street) Rover (Mgmt.) (1) Evolent Health HealthEquity Progyny HealthStream TruBridge Premier Omnicell Phreesia Health Catalyst ExlService WNS Genpact Median: 13% Median: 21% 39% 31% 27% 25% 25% 22% 21% 19% 17% 13% 10% 9% 8% 3% Rover (Street) Rover (Mgmt.) (1) HealthEquity Premier HealthStream Progyny TruBridge Evolent Health Omnicell Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of April 16, 2024. Note: Rover consensus estimates shown are current (as of April 16, 2024). (1) Rover Management Plan Statistics per Rover Management as of April 2024. 14 (2) CY24E organic growth statistics pro forma for the acquisition of Acclara announced on December 6, 2023; statistics per Rover Management as of April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY23A-24E Adjusted CY23A-24E Adjusted EBITDA Margin EBITDA Growth Revenue Growth


Legend Selected Healthcare Information Technology Selected Business Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,956 $2,913 $1,556 $507 $2,885 $1,312 $344 $368 $1,132 $309 $1,335 $2,004 $1,461 $4,851 ($MM): Median: 12% Median: 9% 20% 19% 17% 14% 12% 11% 12% 9% 9% 7% 6% 6% 5% 2% Rover (Street) Rover (Mgmt.) (1) Progyny Phreesia Evolent Health HealthEquity Health Catalyst TruBridge Omnicell HealthStream Premier ExlService WNS Genpact Median: 20% Median: 12% 33% 29% 22% 20% 18% 17% 17% 12% 13% 12% 6% NM NM (1%) Rover (Street) Rover (Mgmt.) (1) Omnicell Evolent Health Progyny TruBridge HealthEquity HealthStream Premier Phreesia Health Catalyst WNS ExlService Genpact Median: 15% Median: 22% 40% 30% 28% 26% 26% 23% 22% 20% 18% 15% 12% 11% 11% 8% Rover (Street) Rover (Mgmt.) (1) HealthEquity Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of April 16, 2024. Note: Rover consensus estimates shown are current (as of April 16, 2024). 15 (1) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted EBITDA Margin EBITDA Growth Revenue Growth


Legend Selected Healthcare Information Technology Selected Business Process Outsourcing Trading Statistics of Selected Companies $7.3 (1) $7.9 $1.3 $0.7 $2.9 $2.3 $4.2 $1.4 $0.3 $0.3 $4.9 $2.3 $6.4 EV ($Bn): Median: 1.7x Median: 1.7x Current: 6.9x 3.0x 3.1x 2.7x 2.3x 2.3x 2.7x 1.7x 1.7x 1.7x 1.3x 1.4x 0.9x 0.8x Rover HealthEquity Phreesia HealthStream Progyny Premier Evolent Health Omnicell TruBridge Health Catalyst ExlService WNS Genpact (Unaffected) (1) Median: 11.7x Median: 7.5x Current: 11.9x 17.7x 16.6x 13.6x 13.0x 12.7x 10.7x 10.3x 10.5x 7.5x 6.4x 6.4x 5.5x NM Rover (Unaffected) (1) HealthEquity Evolent Health Omnicell Progyny HealthStream Health Catalyst TruBridge Premier Phreesia ExlService Genpact WNS Current: Median: 10.2x Median: 6.7x 10.1x 30.8x Illustrative FT CY+1 EBITDA Range: 8.0x – 12.0x 15.1x 12.9x 11.3x 10.6x 10.2x 9.9x 9.1x 6.9x 6.7x 5.6x 5.7x 5.3x Rover (Unaffected) (1) Phreesia HealthEquity Evolent Health Progyny Omnicell HealthStream Health Catalyst Premier TruBridge ExlService Genpact WNS Source: FactSet as of April 16, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 16 CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY24E Adj. EBITDA CY24E Revenue Multiple Multiple Multiple


Illustrative EBITDA-Based Future Trading Present Value of Future Rover Share Price Based on a Range of EBITDA Multiples Street Case Management Plan Current 1-Year 2-Year '25E-'27E Current 1-Year 2-Year '25E-'27E CY25E CY26E CY27E CAGR CY25E CY26E CY27E CAGR Revenue: $2,956 $3,262 $3,850 14% $2,913 $3,123 $3,392 8% % Growth: 12% 10% 18% 9% 7% 9% Financial EBITDA: $778 $889 $1,059 17% $766 $874 $1,001 14% Summary % Margin: 26% 27% 28% 26% 28% 30% Present Value Per Share as of December 31, 2023 (Assuming an Illustrative 14.5% Cost of Equity) Range of CY+1 $17.29 EBITDA Multiples NMC Draft $16.10 $15.90 $15.43 12.0x $15.31 Proposal $15.02 (2/26/24): Present $13.75 Share Rover CY25 Price Unaff. Mult. $12.62 (1) (14.5% (2/23) $11.68 Cost of 9.1x $11.35 Unaffected Price $10.81 $10.96 $10.70 (2/23/24) (1): $10.48 Equity) $9.97 $9.58 $11.10 $9.23 $8.87 8.0x $8.67 Future Value Per Share Future Share 12.0x $15.31 $18.20 $22.67 $15.02 $17.67 $21.10 Price 9.1x $10.70 $13.00 $16.55 $10.48 $12.55 $15.32 8.0x $8.87 $10.97 $14.17 $8.67 $10.57 $13.07 Implied CY+0 EBITDA Multiples Implied CY+0 EBITDA 12.0x 14.2x 13.7x 14.3x 13.9x 13.7x 13.7x 9.1x 10.8x 10.4x 10.9x 10.6x 10.4x 10.4x Multiples 8.0x 9.4x 9.1x 9.5x 9.3x 9.1x 9.2x Note: FactSet as of April 16, 2024. Rover Management Plan provided by Rover Management in April 2024. Assumes shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period per Rover Management. (1) Unaffected multiple based on stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 17 CONFIDENTIAL | PRELIMINARY DRAFT


Highly Preliminary and Subject to Change Highly Illustrative Rover Cash Flow Model ($MM) ($MM, except per share amounts) Rover Standalone Financial Performance (1) '24E- Q3-Q4 Terminal '30E CY2024E CY2025E CY2026E CY2027E CY2028E CY2029E CY2030E CAGR Revenue $1,416 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8% % Growth - 9% 7% 9% 8% 8% 8% Adjusted EBITDA $381 $766 $874 $1,001 $1,109 $1,202 $1,301 12% % Margin 27% 26% 28% 30% 30% 30% 31% Net Operating Profit After Taxes $168 $340 $407 $489 $531 $582 $640 % Margin 12% 12% 13% 14% 14% 15% 15% Unlevered Free Cash Flow $189 $425 $524 $602 $640 $689 $743 19% % Growth - 64% 23% 15% 6% 8% 8% % Margin 13% 15% 17% 18% 17% 17% 17% Memo: Annual Dilution 1% 1% 1% 1% 1% 1% 2% Memo: Cumulative Dilution 1% 2% 4% 5% 6% 8% 9% (1) Rover Management Plan provided by Rover Management in April 2024. 18 CONFIDENTIAL | PRELIMINARY DRAFT


Highly Preliminary and Subject to Change Highly Illustrative Rover Discounted Cash Flow Analysis Summary of Valuation Assumptions • Unlevered free cash flow projections and terminal value discounted to June 30, 2024 using mid-period convention • Excludes impact of stock-based compensation, amortization of intangibles, depreciation and non-recurring expenses in unlevered free cash flow • Weighted average cost of capital range of 10.5% to 13.5% • Terminal value based on perpetuity growth rate range of 3.5% to 5.0% and terminal year (CY2030E) UFCF of $743M (~17% margin) • Assumes current shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period, representing ~8.8% cumulative dilution per Rover Management ($MM, except per share amounts) Illustrative Present Value as of June 30, 2024 Discount Rate: 10.5% 12.0% 13.5% Terminal Perpetuity Growth Rate 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% Implied Terminal NTM EBITDA Multiple: 8.6x 9.6x 10.9x 7.1x 7.8x 8.6x 6.1x 6.6x 7.2x PV of Unlevered FCFs Adj. for Dilution (Q3-Q4 CY24E - CY30E) $2,577 $2,577 $2,577 $2,467 $2,467 $2,467 $2,365 $2,365 $2,365 PV of Terminal Value Adj. for Dilution (CY31E & Beyond) 5,542 6,252 7,156 4,209 4,650 5,186 3,304 3,597 3,943 % of Enterprise Value in Terminal Value 68% 71% 74% 63% 65% 68% 58% 60% 63% Implied Enterprise Value $8,119 $8,829 $9,733 $6,677 $7,118 $7,653 $5,669 $5,962 $6,308 Less: Debt (1) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) Plus: Cash (as of 6/30/24) (1) 122 122 122 122 122 122 122 122 122 Implied Equity Value $5,930 $6,640 $7,544 $4,488 $4,928 $5,464 $3,479 $3,773 $4,119 Implied Price Per Share (2) $12.71 $14.16 $16.01 $9.74 $10.66 $11.76 $7.63 $8.25 $8.97 Premium/(Discount) to Unaffected (3) 15% 28% 44% (12%) (4%) 6% (31%) (26%) (19%) Note: Assumes mid-period discounting convention. Rover Management Plan provided by Rover Management in April 2024. (2) Fully diluted shares outstanding as of June 30, 2024. Fully diluted shares calculated using treasury stock method and include 2.6MM shares from half-year of (1) Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per Rover Management as of stock-based compensation dilution between December 31, 2023 and June 30, 2024 as per Rover Management. March 2024. Cash as of June 30, 2024 based on interim cash generation of ($16M) per Rover Management. (3) Implied premium based on unaffected price as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 19 CONFIDENTIAL | PRELIMINARY DRAFT


Highly Illustrative Rover Sensitivity Scenarios (1) Based on Model Provided by Rover Management Upside Sensitivity Scenarios Potential Upside Factors Include: Revenue • Greater-than-expected new End-to-End business • Greater-than-expected Modular growth/cross-sell 10% 2024E-2030E Revenue CAGR • Potential synergistic acquisition opportunities ($4,755M in 2030E Revenue) EBITDA Margins 28-34% 2030E EBITDA Margins • Greater-than-expected AI-driven margin expansion and incremental future ($1,308-1,594M in 2030E EBITDA) AI use cases Rover Management Plan • Greater return-on-investment for tech initiatives 8% 2024E-2030E Revenue CAGR• Upside to End-to-End New Business, flowing through to EBITDA ($4,261M in 2030E Revenue) Downside Sensitivity Scenarios Potential Downside Factors Include: 31% 2030E EBITDA Margin Revenue ($1,301M in 2030E EBITDA) • Less-than-expected new End-to-End business • Greater-than-expected client divestitures or implementation delays 6% 2024E-2030E Revenue CAGR • Client operational issues, divestitures ($3,807M in 2030E Revenue) • Lower-than-expected Modular growth/cross-sell 28-34% 2030E EBITDA Margins EBITDA Margins ($1,048M-$1,276M in 2030E EBITDA) • Contract changes on End-to-End renewals • Lower return-on-investment for tech initiatives • Challenges realizing M&A gross margin synergies Source: Rover Management Plan provided by Rover Management in April 2024. (1) Illustrative sensitivity scenarios per Qatalyst Partners based on Rover Management Plan and relevant potential factors per Rover Management. 20 CONFIDENTIAL | PRELIMINARY DRAFT


Highly Preliminary and Subject to Change Highly Illustrative Rover Discounted Cash Flow Operating Sensitivity ($MM, except per share amounts) Illustrative Rover Price Per Share / Prem. To Unaffected (1)(2)(3) Discount Rate: 10.5% 12.0% 13.5% Terminal Perpetuity Growth Rate: 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% Revenue Sensitivity EBITDA Sensitivity CY30E EBITDA Margin: 28% $8.43 $9.47 $10.79 $6.30 $6.94 $7.73 $4.80 $5.23 $5.74 CY30E EBITDA: $1,048 (24%) (15%) (3%) (43%) (37%) (30%) (57%) (53%) (48%) '24E-'30E CAGR: 6% CY30E EBITDA Margin: 31% $10.75 $11.98 $13.56 $8.16 $8.95 $9.91 $6.34 $6.87 $7.49 CY30E Revenue: $3,807 CY30E EBITDA: $1,162 (3%) 8% 22% (26%) (19%) (11%) (43%) (38%) (33%) CY30E EBITDA Margin: 34% $13.01 $14.47 $16.33 $10.02 $10.94 $12.04 $7.89 $8.51 $9.24 CY30E EBITDA: $1,276 17% 30% 47% (10%) (1%) 9% (29%) (23%) (17%) CY30E EBITDA Margin: 28% $10.19 $11.40 $12.93 $7.68 $8.45 $9.38 $5.93 $6.44 $7.04 Mgmt. Plan (1) CY30E EBITDA: $1,173 (8%) 3% 16% (31%) (24%) (16%) (47%) (42%) (37%) '24E-'30E CAGR: 8% Mgmt. Plan (1) $12.71 $14.16 $16.01 $9.74 $10.66 $11.76 $7.63 $8.25 $8.97 CY30E Revenue: $4,261 CY30E EBITDA Margin: 31% 15% 28% 44% (12%) (4%) 6% (31%) (26%) (19%) CY30E EBITDA: $1,301 CY30E EBITDA Margin: 34% $15.22 $16.92 $19.09 $11.77 $12.83 $14.11 $9.33 $10.05 $10.89 CY30E EBITDA: $1,428 37% 52% 72% 6% 16% 27% (16%) (9%) (2%) CY30E EBITDA Margin: 28% $12.06 $13.47 $15.25 $9.18 $10.08 $11.15 $7.14 $7.74 $8.44 CY30E EBITDA: $1,308 9% 21% 37% (17%) (9%) 0% (36%) (30%) (24%) '24E-'30E CAGR: 10% CY30E EBITDA Margin: 31% $14.84 $16.52 $18.66 $11.43 $12.48 $13.75 $9.02 $9.73 $10.57 CY30E Revenue: $4,755 CY30E EBITDA: $1,451 34% 49% 68% 3% 12% 24% (19%) (12%) (5%) CY30E EBITDA Margin: 34% $17.61 $19.57 $22.07 $13.65 $14.87 $16.35 $10.88 $11.70 $12.65 CY30E EBITDA: $1,594 59% 76% 99% 23% 34% 47% (2%) 5% 14% Legend Note: Present value as of June 30, 2024. Implied premiums based on unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (1) Rover Management Plan provided by Rover Management in April 2024. Implied Share Price Greater than NMC Draft (2) Fully diluted shares outstanding as of June 30, 2024. Fully diluted shares calculated using treasury stock method and include 2.6MM shares from half-year of stock-based compensation dilution between December 31, 2023 and June 30, 2024 as per Rover Management. Balance sheet statistics per Proposal of $13.75 / share Rover 10-K for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per Rover Management as of March 2024. Cash as of June 30, 2024 based on interim cash of ($16M) per Rover Management. (3) Implied premiums based on unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 21 CONFIDENTIAL | PRELIMINARY DRAFT


Legend Selected Business Process Outsourcing Transactions * Selected Precedent Transactions Illustrative Selected Transactions Illustrative Selected Transactions Selected Healthcare IT and BPO Transactions Greater than $1Bn Since 2014 LTM EBITDA Range: 12.0x – 16.0x NTM EBITDA Range: 11.0x – 15.0x ($MM) Transaction Multiples Premium (1) NTM Operating Statistics Revenue Adj. EBITDA Revenue Adj. EBITDA Annc. FD Equity FD Enterprise Unaffected LTM Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700 3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets 4,328 4,909 6.7 6.4 17.9 15.9 2% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1 4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15 MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 – – 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services 2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – – 11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% 75th Percentile: 6.3x 5.5x 18.8x 17.1x 35% 18% 13% 35% 25th Percentile: 2.9 2.5 13.6 12.1 15% (1%) 6% 19% Median: 4.2x 3.6x 15.4x 14.0x 27% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 31% 9% 8% 27% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative considered not meaningful. (1) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no substantial rumors existed. 22 CONFIDENTIAL | PRELIMINARY DRAFT


Based on Price Targets Prior to public filing of the NMC Draft Proposal Rover Selected Analyst Price Targets and Valuation Methodologies (2) Valuation Methodology Summary Date Broker Rating Price Target Methodology 1/17/2024 TD Cowen (1) Buy $20.00 - 12/3/2023 Cantor Fitzgerald Buy 20.00 3.5x CY25E Revenue 8% Revenue DCF 1/22/2024 RBC Buy 19.00 15x CY24E EBITDA 8% 2/1/2024 Jefferies Buy 18.00 ~14x CY24E EBITDA 1/18/2024 Baird Buy 18.00 ~12.5x CY25E EBITDA 11/3/2023 Guggenheim Buy 17.00 ~13x CY24E EBITDA 1/8/2024 Canaccord Genuity Buy 17.00 13.5x CY24E EBITDA 1/16/2024 Truist Buy 16.00 11x CY25E EBITDA 11/2/2023 Stephens (1) Buy 16.00 - 3/4/2024 Deutsche Bank Buy 15.00 12.5x CY24E EBITDA 84% 1/18/2024 Citi Buy 14.00 ~12x CY24E EBITDA EBITDA 1/8/2024 Barclays Buy 14.00 ~9x CY25E EBITDA 1/4/2024 KeyBanc Buy 13.00 - 1/9/2024 Evercore Buy 12.00 Blended DCF and Valuation Multiples 1/9/2024 JP Morgan Hold 11.00 8.5x CY25E EBITDA Represents a 44% premium Ratings Summary to the unaffected price of Median $16.00 (2) $11.10 Mean $16.00 7% Hold Price Targets $20.00 $20.00 $19.00 $18.00 $18.00 $17.00 $17.00 $16.00 $16.00 $15.00 $14.00 $14.00 $13.00 $12.00 $11.00 Unaffected (2) Price : $11.10 TD Cowen Cantor RBC Jefferies Baird Guggenheim Canaccord Truist Stephens (1) Deutsche Citi Barclays KeyBanc Evercore JP Morgan 93% Buy (1) Fitzgerald Genuity Bank Source: FactSet and Wall Street research as of February 23, 2024. Note: Excludes research not available to Qatalyst. (1) Per FactSet broker targets and ratings as of March 15, 2024. 23 (2) Price based on unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT


Highly Preliminary and Subject to Change Illustrative Valuation Framework Summary Illustrative Valuation Analyses Illustrative Other Reference Statistics Illustrative Selected Premiums Paid in Last Twelve Months Broker Price Targets Illustrative Discounted Transaction Analysis (11)(12) Selected Transactions Trading (9) (6) Valuation Illustrative 2-Year Forward Future Trading Cash Flow Analysis Analysis Analysis (11)(12) FD Enterprise Value / FD Enterprise Value / (1)(2)(3) >$1Bn Tech Since 2003 LTM EBITDA Multiples NTM EBITDA Multiples WACC Range: 10.5% - 1-Day Unaffected LTM High Date: July Unaffected Broker 13.5% Cost of Equity: 14.5% LTM EBITDA NTM EBITDA Premia 17, 2023 Price Targets (as of Reference Selected Multiple Range: Selected Multiple Range: 25th - 75th Percentile: 2/23/24): Range Perpetuity Growth CY27E EBITDA Mult.: LTM Low Date: 15 Brokers Rate Range: 8.0x - 12.0x 12.0x - 16.0x 11.0x - 15.0x 17% - 44% January 11, 2024 $11.00 - $20.00 3.5% - 5.0% Rover Management Rover Management Financial Case Rover Street (5) Rover Actuals (10) Rover Street (5) N/A N/A N/A Plan (4) Plan (4) $20.00 $18.49 $17.29 $17.15 NMC Draft $16.44 $16.01 $16.10 $16.04 Proposal: Implied Rover (7) $13.75 Price Per Share Unaffected $13.04 $11.89 (8) Price : $11.02 $11.00 $10.81 $9.97 $9.11 $11.10 $7.63 (1) Present values as of June 30, 2024, assuming mid-period discounting. Assumes current Rover shareholders incur ~8.8% cumulative dilution through (7) Reflects NMC Draft Proposal publicly filed on February 26, 2024. issuance of equity awards over the projected period. (8) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (2) Fully diluted shares outstanding as of June 30, 2024. Fully diluted shares calculated using treasury stock method and include 2.6MM shares from half-(9) LTM trading based on LTM prior to and including February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. year of stock-based compensation dilution between December 31, 2023 and June 30, 2024 as per Rover Management. (10) Historical statistics per latest available publicly filed Rover financial statements. LTM EBITDA pro forma for Acclara LTM Adj. EBITDA of (3) Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per Rover $25M per publicly filed Rover investor presentation dated December 6, 2023. Management as of March 2024. Cash as of June 30, 2024 based on interim cash generation of ($16M) per Rover Management. (11) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover 10-K for the period ended December 31, 2023. Fully diluted shares (4) Rover Management Plan provided by Rover Management in April 2024. calculated using treasury stock method. 24 (5) Rover Street projections based on FactSet mean consensus estimates as of April 16, 2024. (12) Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per Rover (6) Broker price targets as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. Management as of March 2024. CONFIDENTIAL | PRELIMINARY DRAFT


DRAFT Confidential Barclays: Situation and Preliminary Valuation 25


DRAFT Confidential Situation 26


Confidential Preliminary Draft Overview of $13.75 New Mountain Capital Offer Subject to Change ($ in millions, except for per share values) (2) Transaction Overview Sources & Uses Uses Sources — Sources & uses reflects the illustrative transaction overview per New Third-Party Debt $3,150 Equity Rollover $4,064 Mountain Capital email received 3/31/24 Preferred 500 2,338 Equity Cash-Out Equity Value $6,402 NMC Rollover (100% of Equity) $1,870 ¡ Assumes 100% rollover from NMC and TCP-ASC and certain 2,182 Net Debt New NMC Equity 700 customers, $1.1bn of new equity from NMC and TCP-ASC, $3.2bn Total Enterprise Value $8,584 Total NMC $2,569 of new debt and $500mm of new preferred TCP-ASC Rollover (100% of Equity) $2,124 Illustrative Cash to $275 New TCP-ASC Equity 446 ¡ Implied total debt / EBITDA of 5.1x and (total debt + preferred) / Balance Sheet / Transaction Fees Total TCP-ASC $2,569 (1) EBITDA of 5.9x based on LTM 6/30/24 PF Adj. EBITDA of $616mm Other Customer Rollover (100% of Equity) $70 Total Sources $8,859 Total Uses $8,859 Market Values and Multiples Memo: New Cash Equity $1,146 Undisturbed NMC Recent Close Premiums / (Discounts) (2/23/24) Offer (4/16/24) Stock Price $11.10 $13.75 $12.21 NMC Recent Close Diluted Shares 460.6 465.6 463.0 Offer (4/16/24) Equity Value $5,113 $6,402 $5,653 (3) 2,173 2,173 2,173 Net Debt Stock Price $13.75 $12.21 Enterprise Value $7,286 $8,575 $7,826 (4) EV / EBITDA (Wall Street Consensus) % Premium to: (5) $639 11.4x 13.4x 12.2x 2023A Pre Request (1/25/24) $10.17 35% 20% (6) 2024E $659 10.7x 13.0x 11.9x Undisturbed (2/23/24) $11.10 24% 10% (6) 2025E $776 9.1x 11.0x 10.1x 30 Day VWAP (2/23/24) $10.31 33% 18% EV / EBITDA (Management Plan) 90 Day VWAP (2/23/24) $10.67 29% 14% (5) $639 11.4x 13.4x 12.2x 2023A 52 Week High (7/17/23) $18.49 (26%) (34%) 2024E $655 11.1x 13.1x 11.9x 52 Week Low (1/11/24) $9.11 51% 34% 2025E $766 9.5x 11.2x 10.2x Source: FactSet, Rover filings, Management Plan, NMC email received 3/31/24. Note: Market data as of 4/16/24. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on 1 2 treasury stock method. Note : Reflects LTM 6/30/24 Adj. EBITDA of $603mm plus 50% of Acclara / Advata’s 2023A Adj. EBITDA of $25mm per Rover investor presentation dated December 6, 2023. Note : Reflects illustrative transaction framework 3 4 5 per NMC email received 3/31/24. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per Rover management. Note : Current consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : 6 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. Note : Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 27


Share Price Confidential Preliminary Draft Historical Stock Price Performance and Valuation Subject to Change EV / NTM EBITDA and Share Price (Since 1/1/2018) Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.5x 17.3x NA (1) % YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 13.2% 17.1% 8.1% 35x $35.00 (1) 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 17.5% 53.6% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $11.78 $15.17 NA 30x $30.00 1/10/22: Announced acquisition of Cloudmed 2/18/21: Reported Q4 and FY 2020 earnings 11/8/22: Reported Q3 earnings miss and CEO 25x change $25.00 2/26/24: Received $13.75 unsolicited bid from New 20x $20.00 Mountain Capital 15x $15.00 NMC Offer (Share Price): $13.75 $12.21 11.3x NMC Offer (Implied NTM Multiple): 12.4x 10x $10.00 10/16/23: Jehoshaphat published short report; shares fell ~8% 5x $5.00 11/13/23: Announced plans to restate earnings from FY'21 through Q2'23; shares fell ~3% 0x $0.00 Jan-18 Aug-18 Apr-19 Nov-19 Jul-20 Feb-21 Oct-21 May-22 Jan-23 Aug-23 Apr-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer 1 Source: FactSet, Rover filings, NMC 13-D, Management Plan. Note: Market data as of 4/16/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted brokers. Note : Represents forward fiscal year vs. current fiscal year growth. 28 EV / NTM EBITDA


Confidential Preliminary Draft Wall Street Research Perspectives Subject to Change Change Outage Impact Review of the Quarter Views on 2024E Guidance Views on Takeout Price Views on Process “In '24, we think reimbursement delays “With respect to EBITDA, we expect “All scenarios assume existing private “Although revenue fell short of “We still think that it is highly likely that caused by the Change cyber attack expectations…adj-EBITDA still came margins to be the lowest in Q2 due to equity holders roll their equity. a transaction is completed. That said, will cause more back-end loaded base customer attrition and the strongest in Assuming a minimum IRR hurdle rate in ahead of estimates…Thus, we think the PE shareholders will fees (with the potential for some 4Q due to the sequential pickup in of 15%, our models suggest execution can be characterized as have to raise their bid to complete a slippage into early '25) and pressure Incentive Fees and flow through of ~$15/share is the most that new solid.” deal (or another PE firm will have to incentive fees in 2Q & 3Q. We do not Net Operating Fees.” equity capital would be willing to enter the fray). In our view, a mid-to- Canaccord Genuity, 2/27/2024 think there will be a material impact Truist Securities, 3/4/2024 pay for RCM in an LBO scenario.” high-teens share price still presents a to Rover's modular and other compelling investment opportunity for Guggenheim, 4/4/2024 “Rover provided additional color businesses.” “Rover’s 4Q’23 results and 2024 a private equity firm.” around the build to FY24 guidance and Guggenheim, 4/4/2024 guidance underscored that the drivers of the $33M/$23M “In our view, the offer is fundamentals are solid even with Citi, 3/19/2024 revenue/EBITDA delta vs. consensus, some client timing and investment opportunistic and undervalues “We trim our expectation of the with the majority driven by headwinds” Rover relative to our $17 PT and potential revenue impact to RCM from onboarding pushouts. ... From a new stock price as high as nearly $19 last the Change Healthcare hack… to Leerink Partners, 2/27/2024 contract perspective, the FY24 forecast summer.” ~$50mm to $100mm… Even though “We see the Committee's decision assumes: (1) no in-year contribution part of the CHNG impact is a timing Morgan Stanley, 3/25/2024 as having created a bifurcated from Sutter Phase 2 onboarding (we “Executing in Q4 (including a small issue that can be smoothed out over approach that increased both the previously est $58M contribution)...” new win), no new issues popping up time, we note it could be disruptive in “We believe, given an improving chances that nothing happens at ~$14 Barclays, 2/27/2024 (following negative data points in the near term to earnings. And given fundamental outlook, a joint offer of per share or that a deal happens at a 2H23, mostly out of Rover’s control), this is a negative disruption, it is hard $13.75 (~10x 2025 cons. adj. EBITDA price greater than $15 or $16 per “The 2024 story contains a few moving and adding precision to the 2024 to see how it could incentivize any of $780M) still undervalues the share with a strategic or other sponsor parts as a result of these wins (namely outlook, allows investors to potential acquiror to pay more for company, and that an updated offer involved.” Providence), the Pediatrix… attrition, transition to tallying up known and Rover in the near term.” from both TCP-ASC and CoyCo/NMC and the APP bankruptcy as well as the highly-visible profitability drivers Deutsche Bank, 3/19/2024 would likely have to come in at a Deutsche Bank, 3/19/2024 push-out of Sutter Phase 2. Ultimately, set to contribute in the coming years” valuation well above $13.75 per Rover's story is always going to “We see the impact to net operating share.” Stephens, 2/28/2024 have elements of change – new fees and cash as simply a delay; customer wins are a clear long-term TD Cowen, 3/11/2024 however, we believe the impact to “…we believe a deal is likely given that positive but distort true near-term KPI… would be permanent… Given (1) New Mountain has a sizable “Rover posted strong 4Q23 results, profitability. 2024 has a few more of net operating fees are a much larger “…we suspect investors hoping for a ownership stake…and (2) a takeout both revenues and adjusted these than a typical year, but we multiple on Rover shares of >15x portion of revenue than KPI (57% vs could present a clean exit EBITDA above consensus and its continue to like the setup heading from NMC in this transaction are likely 4%), we see this as more of a timing opportunity for TCP-ASC” early January update” into 2025 and subsequent years” issue than lasting impact.” to be disappointed.” Truist Securities, 2/27/2024 Leerink Partners, 2/27/2024 Cantor Fitzgerald, 3/14/2024 Barclays, 2/26/2024 Deutsche Bank, 2/26/2024 Source: Wall Street Research. 29


Confidential Preliminary Draft Wall Street Research Price Targets Subject to Change (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 3/14/2024 Buy 3.3x '25E Rev 80.2% $824 - - - - - - $20.00 $20.00 TD Cowen 3/22/2024 Buy 5-Year DCF 80.2% $795 - - - - - - $20.00 $19.00 RBC 3/7/2024 Buy ~14x '25E EBITDA 71.2% $775 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Jefferies 3/22/2024 Buy ~13x '25E EBITDA 62.2% $801 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $18.00 $18.00 Baird 3/31/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 3/11/2024 Buy ~12.5x '25E EBITDA 53.2% $788 - - - - - - $17.00 $17.00 Morgan Stanley 3/25/2024 Buy 12x '25E EBITDA 53.2% $796 - - - - - - $17.00 $13.00 KeyBanc 2/28/2024 Buy ~12x '25E EBITDA 53.2% $763 - - - - - - $17.00 $17.00 Canaccord 3/19/2024 Buy 14.9x '24E EBITDA 44.1% $764 - - - - - - $16.00 $14.00 Citi 3/19/2024 Buy ~12x '25E EBITDA 44.1% $784 $20.00 NA 80.2% $11.00 NA (0.9%) $16.00 $16.00 Stephens 3/19/2024 Buy 12.3x '25E EBITDA 44.1% $776 - - - - - - $16.00 $16.00 Truist Securities 4/1/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $781 - - - - - - $16.00 $15.00 Deutsche Bank 3/19/2024 Hold 12.5x '24E EBITDA 35.1% $729 - - - - - - $15.00 $17.00 Guggenheim 4/4/2024 Buy ~12x '25E EBITDA 35.1% $759 - - - - - - $15.00 $12.00 Evercore ISI 4/9/2024 Hold Blended DCF and Valuation Multiples 26.1% $759 - - - - - - $14.00 Sadif 3/5/2024 Buy NA - NA - - - - - - ISS-Eva 2/27/2024 Sell NA - NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x '25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.93 $15.94 $17.45 12.4x '25E EBITDA 52.6% $779 $22.67 104.2% $8.33 (24.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $17.00 $16.00 $17.00 12.2x '25E EBITDA 53.2% $781 $23.00 107.2% $7.00 (36.9%) Management Plan $766 % Difference to Median (1.9%) 1 2 Source: Wall Street Research, Management Plan. Note: Market data as of 4/16/24. Note : Represents broker price targets prior to NMC 13-D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 as of 2/23/24; 3 4 utilizes current price target. Note : Represents current 2025E EBITDA estimates. Note : Undisturbed mean / median includes undisturbed price targets from brokers with discontinued coverage, brokers with discontinued coverage are excluded from 5 6 all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target rationale (Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their disclosed methodology. 30 Discontinued (4) Coverage


Confidential Preliminary Draft Street Perspectives – Future Share Price Analysis Subject to Change Based on Management Plan Rover Share Price Over Time ($ in millions, except per share values) CAGR 7.5x EV / NTM EBITDA Multiple (Bear Multiple) $43.11 26.6% $38.72 11.0x EV / NTM EBITDA Multiple (“Current” Multiple) $34.66 $30.25 $29.70 18.7% 16.0x EV / NTM EBITDA Multiple (Bull Multiple) $26.34 $25.40 $23.25 $21.39 11.0% $20.25 $19.95 Undisturbed $17.63 $16.41 $15.23 $13.52 $12.73 $11.10 $11.10 $10.11 $7.94 12/31/2024 12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029 NTM EBITDA $766 $874 $1,001 $1,109 $1,202 $1,301 % YoY Growth 14% 15% 11% 8% 8% (x) EV / NTM EBITDA 11.0x 11.0x 11.0x 11.0x 11.0x 11.0x Enterprise Value $8,427 $9,617 $11,012 $12,194 $13,217 $14,306 Less: Net Debt (2,080) (1,786) (1,368) (842) (246) 433 Equity Value $6,347 $7,830 $9,645 $11,351 $12,971 $14,739 Share Price $13.52 $16.41 $19.95 $23.25 $26.34 $29.70 % Growth 22% 21% 22% 17% 13% 13% (1) Present Value of Stock Price Current Multiple $12.51 $13.68 $14.99 $15.73 $16.05 $16.30 % Premium / (Discount) to Undisturbed 13% 23% 35% 42% 45% 47% Bear Multiple $7.35 $8.43 $9.56 $10.31 $10.75 $11.12 % Premium / (Discount) to Undisturbed (34%) (24%) (14%) (7%) (3%) 0% Bull Multiple $19.79 $21.18 $22.72 $23.45 $23.60 $23.67 % Premium / (Discount) to Undisturbed 78% 91% 105% 111% 113% 113% Source: Rover filings, Management Plan. Current FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs. FDSO in subsequent periods updated for increased warrants / options per the treasury stock method based on the projected 1 stock price, and projected shares issued related to stock-based comp per Rover management. Note : Assumes 11% discount rate. 31


Confidential Preliminary Draft Buyer (NMC) Perspective – Leveraged Buyout Analysis Subject to Change ($ in millions, except for per share values) Sensitivity Analysis – Implied Share Price LTM Exit Multiple vs. IRR Leverage vs. IRR LTM Exit Multiple vs. Leverage Assuming 5.9x Leverage (Incl. Preferred) Assuming 13.5x LTM EBITDA exit multiple Assuming 20% IRR IRR IRR Leverage 17.5% 20.0% 22.5% 17.5% 20.0% 22.5% 5.5x 5.9x 6.5x 11.5x $12.82 $11.83 $10.96 5.5x $14.74 $13.50 $12.41 11.5x $11.61 $11.83 $12.14 12.5x $13.88 $12.78 $11.82 5.8x $14.85 $13.64 $12.56 12.5x $12.55 $12.78 $13.09 13.5x $14.93 $13.73 $12.67 5.9x $14.93 $13.73 $12.67 13.5x $13.50 $13.73 $14.04 14.5x $15.99 $14.68 $13.53 6.3x $15.08 $13.91 $12.87 14.5x $14.45 $14.68 $14.99 15.5x $15.40 $15.63 $15.94 15.5x $17.04 $15.63 $14.38 6.5x $15.20 $14.04 $13.02 Assumptions — Assumes 6/30/24 transaction close, 5-year investment horizon, refinancing of existing debt, $125mm of minimum cash and $200mm of transaction costs — Base leverage scenario of 5.9x assumes $3,150mm of new debt ($2,550mm new first lien TL and $600mm new secured bonds) and $500mm of preferred equity; incremental / decline in leverage evenly split between first lien term loan and secured bonds — LTM 6/30/24 leverageable EBITDA of $616mm ($603mm Rover EBITDA plus half a year contribution from Aclarra / Advata acquisition of $13mm) Source: Rover filings, Management Plan, NMC email received 3/31/24. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of stock-based compensation dilution. 32 Exit Multiple (LTM) Leverage Exit Multiple (LTM)


Confidential Preliminary Draft Basis for Management Plan Subject to Change — 7-year model (through 2030) constructed by Management to assist the Special Committee — 2024 baseline forecast is the 2024 Board approved budget updated for Acclara/Providence and the current view on the impact of Change — Go forward (2025 and beyond) projections are based on a detailed view, with revenue and margin assumptions by customer or business and expense growth assumptions by function, and Acclara and Providence projections based on the Board approved model with minor adjustments ¡ Projections for the End-to-End business reflect current assumptions on key events and risks, including client divestitures, implementation delays, etc. ¡ The impact of the outage resulting from the Change Healthcare cyberattack is layered on to the 2024 and 2025 projections ¡ Projections include a contingency of $10mm of revenue and $20mm of EBITDA in 2024 with modest growth thereafter ¡ Expenses assume inflation of 3% in the US, 10% in India and 6% in the Philippines; assumes a ~4% productivity target annually across operations — Potential upsides to the projections include: ¡ Investments in AI yield higher than modeled improvements in efficiency and potential future incremental use cases ¡ New End-to-End business outpaces the ~$4-5bn of NPR per year assumed in the model ¡ Acquisitions of complementary businesses that yield synergy and cross-sell opportunities ¡ Timing of divestitures vs. model assumptions (based on current, known portfolio reviews) — Key risks to the projections include: ¡ Potential contract changes on End-to-End renewals ¡ Operational issues at certain clients ¡ Client divestitures above what has been assumed by customer in near term and modeled through 2026 and ability to reduce “stranded” costs ¡ New End-to-end business is less than the ~$4-5bn of NPR per year assumed in the model Source: Management Plan. 33


Confidential Preliminary Draft Management Plan Subject to Change FY2021A – FY2030E Revenue Commentary ($ in millions) (1) (2) Rover Legacy Other $4,261 Historical Performance $3,962 $3,677 — 2022 includes a half year of Cloudmed $3,392 $3,123 $2,913 — 2023 normalized revenue and EBITDA growth (pro $2,666 $2,512 $2,262 forma for Cloudmed) of 12% and 21%, respectively, $2,254 $2,024 $1,785 $1,544 $1,806 $1,270 driven by strong modular revenue growth and in-year $984 $542 $1,475 $260 synergy realization 2024 Budget $1,713 $1,749 $1,682 $1,642 $1,653 $1,700 $1,546 $1,579 $1,607 $1,475 — 2024 includes Acclara + Advata for ~11.5 months and Providence based on original implementation timing 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E ’24B – ’30E — Revenue growth of 3% and EBITDA growth of 12% CAGR % Growth excluding Acclara + Advata and Providence, and Rover Legacy 4.9% 10.7% (1.8%) (2.4%) (3.8%) 1.8% 2.8% 2.9% 2.9% 0.6% Change impact — Plan assumes $58mm of cost synergies realized project Total 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% 8.1% to date FY2021A – FY2030E Adj. EBITDA — 2024 projections include $21mm of EBITDA impact ($ in millions) from Change Healthcare (3) Management ex. Change Change Impact $1,301 2024 – 2030 Performance $1,202 $1,109 — 2024B-2030E revenue and Adj. EBITDA CAGR of 8% $1,001 $874 and 12%, respectively $766 $655 $614 — Revenue growth reflects continued strong RPS $424 (modular) cross-sell, maturation of Providence contract $346 $784 and new end-to-end wins, offset by headwinds for $676 certain end-to-end and physician customers ($21) ($18) ’24B – ’30E — EBITDA margin increase reflects maturation of 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Providence contract and impact of technology 12.1% investments and initiatives Growth - 22.5% 45.0% 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% - 1 2 Source: Rover filings, Management Plan. Note : Includes contingency revenue reduction of $10mm in 2024 growing to $12mm by 2030. Note : Includes Cloudmed, Acclara + Advata, new end-to-end business in 2024 and onward and Change impact. 3 Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 34


Confidential Preliminary Draft Comparison to Street Estimates Subject to Change Revenue ($ in millions) (1) $4,872 Management ex. Change Change Impact Street $4,495 $4,269 $4,261 $3,962 $3,850 $3,677 $3,392 $3,272 $3,123 $2,965 $2,913 $2,666 $2,644 $742 $713 $683 $640 $646 $674 $610 $605 $28 $2,927 $2,681 $714 $695 $649 $624 ($15) ($14) ($3) ($21) ($19) Q1 2024B Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (0.8%) 1.0% (1.3%) 4.1% 0.8% (1.8%) (4.5%) (11.9%) (13.9%) (11.9%) (12.5%) Excl. Change 2.3% 1.4% 1.7% 0.2% 1.4% (1.3%) (4.5%) (11.9%) (13.9%) (11.9%) (12.5%) Adj. EBITDA ($ in millions) $1,327 (1) $1,301 Management ex. Change Change Impact Street $1,215 $1,198 $1,202 $1,109 $1,059 $1,001 $887 $874 $776 $766 $659 $655 $218 $187 $173 $163 $151 $148 $26 $133 $141 $784 $676 $192 $186 $152 $146 ($5) ($18) ($19) ($23) ($21) Q1 2024B Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (10.0%) (6.7%) (5.9%) 16.8% (0.6%) (1.3%) (1.4%) (5.5%) (7.5%) (1.1%) (2.0%) Excl. Change 2.8% (3.4%) 7.4% 2.8% 2.6% 1.0% (1.4%) (5.5%) (7.5%) (1.1%) (2.0%) 1 Source: Management Plan, FactSet. Note: Market data as of 4/16/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 35


DRAFT Confidential Preliminary Valuation 36


Confidential Preliminary Draft Market Data: Reference Subject to Change Implied Illustrative Share Price Assumptions Based on closing day share prices for the 52-week period prior to the undisturbed ▪ date (2/23/2024) $9.11 $18.49 52-Week Trading Range 52-week High: 7/17/23 ▪ 52-week Low: 1/11/24 ▪ (1) Undisturbed Range Based on Brokers with price targets post NMC announcement (2/26/24) ▪ Excludes Brokers who have suspended price ratings Current Equity Research ▪ $14.00 $20.00 $12.00 Price Targets High: TD Cowen (3/22/24) and Cantor (3/14/24) ▪ Low: Evercore (4/9/24) Mean/Median: $16.93/ $17.00▪ Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 $13.66 $17.03 ▪ All Deals 25th Percentile: 23.0% / 75th Percentile: 53.4% ▪ Mean/Median: $15.57/ $14.77 Mean: 40.3% / Median: 33.1% ▪ Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn and sponsor acquirers Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 ▪ $13.31 $16.47 Sponsor LBOs 25th Percentile: 19.9% / 75th Percentile: 48.3% ▪ Mean/Median: $14.93/ $14.13 Mean: 34.5% / Median: 27.3% ▪ Represents transactions since 2004 involving US targets in which a majority ▪ shareholder acquired the remaining interest in the target Premiums Paid - Premium applied to undisturbed price of $11.10 as of 2/23/24 ▪ $13.95 $17.68 Minority Squeeze Outs 25th Percentile: 25.7% / 75th Percentile: 59.3% ▪ Mean: 45.8% / Median: 43.5% Mean/Median: $16.19/ $15.93 ▪ Undisturbed: $11.10 Current: $12.21 NMC Offer: $13.75 1 Source: FactSet, Wall Street Research, Deal Points. Note: Market data as of 4/16/24. Premiums paid data per FactSet, Dealogic, Company filings and Press. Note : Low end based on Evercore’s undisturbed target price prior to NMC 13-D filing on 2/26/24. 37


Confidential Preliminary Draft Preliminary Valuation Analysis Subject to Change Implied Illustrative Share Price Assumptions Weighted average cost of capital range: 9.5% – 11.0% ▪ Discounted Perpetuity growth rate range: 3.5% – 4.5% ▪ $9.89 $16.28 Cash Flow Based on 2024-2030 Management Plan, discounted to 6/30/24 using mid- ▪ year convention Multiple range: 11.0x – 14.0x (2024) ▪ $10.94 $14.98 $655mm 2024E Adj. EBITDA per Management Plan ▪ Trading Multiples Multiple range: 9.0x – 12.0x (2025) ▪ $10.29 $15.02 $766mm 2025E Adj. EBITDA per Management Plan ▪ Multiple range: 11.5x – 15.5x ▪ Transaction (1) $11.24 $16.49 $20.73 $639mm 12/31/23 PF LTM Adj. EBITDA ▪ Multiples Ensemble / Berkshire Ensemble / Berkshire: 3/28/22; 18.7x LTM EBITDA ▪ Undisturbed: $11.10 Current: $12.21 NMC Offer: $13.75 Source: Rover filings, Management Plan. Transaction multiples per company filings. Trading multiples per company filings and FactSet. Note: Market data as of 4/16/24. Assumes 6/30/24 transaction close for DCF and net debt of $2,189mm. Transaction and trading multiples implied share price calculated based on 12/31/23 net debt of $2,173mm. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock 1 method; DCF includes 2.6mm shares from half a year of stock-based compensation dilution. Note : 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. 38


Confidential Preliminary Draft Discounted Cash Flow Analysis Subject to Change ($ in millions, except for per share values) Projected Cash Flows Fiscal Year Ending December 31, 2024B 2025E 2026E 2027E 2028E 2029E 2030E Terminal Year Revenue $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 $4,261 % Growth 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Adj. EBITDA $655 $766 $874 $1,001 $1,109 $1,202 $1,301 $1,301 % Margin 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% 30.5% (–) Depreciation (106) (127) (145) (157) (170) (184) (198) (213) (–) Stock-Based Compensation (84) (92) (95) (100) (108) (117) (125) (125) (–) Ongoing Restructuring / Integration Costs (114) (60) (35) (30) (30) (30) (30) (30) EBITA $352 $487 $599 $714 $800 $871 $947 $932 (–) Taxes (92) (119) (149) (178) (202) (221) (242) (238) Taxes as a % of EBITA 26.3% 24.4% 24.8% 25.0% 25.2% 25.4% 25.6% 25.5% NOPAT (Excl. Amortization) $259 $368 $451 $536 $599 $650 $705 $694 (+) Depreciation 106 127 145 157 170 184 198 213 (–) Capex (133) (146) (156) (170) (184) (198) (213) (213) (–) Change in NWC (65) (25) (24) (30) (29) (28) (29) (17) (–) Tax Related to Vesting of Equity Awards (26) (31) (32) (33) (36) (39) (42) (42) Unlevered Free Cash Flow $141 $294 $384 $461 $520 $569 $619 $635 (–) H1 2024 Free Cash Flow (13) - - - - - - - DCF Unlevered Free Cash Flow $128 $294 $384 $461 $520 $569 $619 $635 Value of NOLs 6/30/2024 NOL Starting Balance $63 $54 $36 $17 - - - NOLs Utilized (Assuming $18mm Annual 382 Limitation) 9 18 18 17 - - - NOL Tax Savings @ 21% Tax Rate $2 $4 $4 $4 - - - Discounted Cash Flow Sensitivity Analysis PV Implied Share Price at Perpetuity Growth Rate of: Implied Terminal Exit Multiple with Perpetuity Growth Rate of: WACC Cash Flows NOLs 3.5% 4.0% 4.5% 3.5% 4.0% 4.5% 9.50% $2,147 $11 $13.52 $14.78 $16.28 8.8x 9.7x 10.7x 10.25% 2,098 11 11.51 12.46 13.57 7.9x 8.5x 9.3x 11.00% 2,050 11 9.89 10.64 11.49 7.1x 7.6x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of stock-based compensation dilution. 39


Confidential Preliminary Draft Select Trading Comparables Subject to Change ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA 2023A Company 4/16/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E Debt / EBITDA $80.27 $7,949 $7,217 95.0% 13.9% 18.9% 59.2% 38.8% 18.0x 15.1x 2.5x 30.63 6,384 5,679 66.6% 6.0% 7.6% 35.0% 18.4% 7.5x 7.0x 1.5x 29.46 4,922 5,013 82.0% 11.2% 12.5% 37.0% 21.5% 12.7x 11.3x 0.6x 30.16 4,197 3,607 82.2% 16.0% 28.8% 22.1% 10.2% 16.6x 12.9x 4.0x 33.39 2,946 3,317 74.3% 20.4% 22.5% 23.8% 17.5% 13.0x 10.6x NA 47.39 2,298 2,381 51.3% 9.6% 11.0% 37.1% 26.9% 6.3x 5.7x 0.6x 20.70 2,264 2,480 61.6% 3.2% 1.6% 65.4% 31.9% 5.4x 5.3x 0.3x 26.65 1,361 1,254 34.5% 6.2% 30.9% 43.0% 9.4% 13.6x 10.4x 4.2x 24.67 689 763 84.7% 5.4% 6.4% 65.9% 22.3% 10.5x 9.9x NA 8.35 295 121 27.7% 6.8% 18.5% 47.6% 13.5% 6.4x 5.4x 4.2x 5.53 254 342 38.5% 11.7% 51.8% 48.6% 8.0% 10.3x 6.8x 20.9x 25th Percentile 44.9% 6.1% 9.3% 36.0% 11.8% 7.0x 6.3x 0.6x Mean 63.5% 10.0% 19.1% 44.1% 19.8% 10.9x 9.1x 4.3x Median 66.6% 9.6% 18.5% 43.0% 18.4% 10.5x 9.9x 2.5x 75th Percentile 82.1% 12.8% 25.6% 53.9% 24.6% 13.3x 11.0x 4.2x (1) Undisturbed (5) (5) (5) (5) (5) (5) (4) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x Rover (Consensus) (3) (4) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x NA (2) At New Mountain Offer (4) Rover (Consensus) $13.75 $8,575 $6,402 73.5% 12.1% 17.7% 28.4% 24.9% 13.0x 11.0x 3.6x (4) (3) 13.75 8,575 6,402 73.5% 9.2% 16.9% 24.6% 13.1x 11.2x 3.6x Rover (Management) NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 4/16/24. Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Market data as of undisturbed date of 2/23/24. 2 3 4 Note : Represents NMC offer price of $13.75 / share. Note : Rover management gross margin not directly comparable to consensus estimate. Note : 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / 5 Advata acquisition. Note : Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 40


Confidential Preliminary Draft Select Precedent Transactions Subject to Change EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1) Offer Multiple : 11.5x 13.4x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650 $4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17% Premium to Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. 41


PRELIMINARY DRAFT Confidential Appendix – Qatalyst Partners 42


Rover Illustrative Statistics at Various Prices ($MM, except per share amounts) Rover Rover NMC Unaffected Current Draft Proposal as of 2/23/2024 (5) as of 4/16/2024 (2/26/2024) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $12.21 $13.75 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Implied Transaction Premium Statistic Premium to Current Price (4/16/24) $12.21 (9%) - 13% 15% 23% 31% 39% 47% 56% 64% Premium to Price Prior to Public Disclosure of NMC Draft Proposal (2/23/24) (5) 11.10 - 10% 24% 26% 35% 44% 53% 62% 71% 80% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24) 10.17 9% 20% 35% 38% 47% 57% 67% 77% 87% 97% Premium to Current Enterprise Value (2) 7,826 (7%) - 10% 11% 17% 24% 30% 36% 42% 48% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.31 8% 18% 33% 36% 45% 55% 65% 75% 84% 94% Premium to 60-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.41 7% 17% 32% 35% 44% 54% 63% 73% 83% 92% Premium to 90-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.67 4% 14% 29% 31% 41% 50% 59% 69% 78% 87% Premium to LTM VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 13.42 (17%) (9%) 2% 4% 12% 19% 27% 34% 42% 49% Premium to LTM High Share Price 18.49 (40%) (34%) (26%) (24%) (19%) (13%) (8%) (3%) 3% 8% Premium to LTM Low Share Price 9.11 22% 34% 51% 54% 65% 76% 87% 98% 109% 120% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,653 $6,402 $6,524 $7,010 $7,497 $7,983 $8,470 $8,956 $9,443 Fully-Diluted Enterprise Value (2) $7,286 $7,826 $8,575 $8,697 $9,184 $9,670 $10,157 $10,643 $11,130 $11,616 Street Consensus Estimates Revenue Multiples (3) Statistic CY24E / NTM $2,644 2.7x 3.0x 3.2x 3.3x 3.5x 3.7x 3.8x 4.0x 4.2x 4.4x CY25E 2,956 2.4 2.6 2.9 2.9 3.1 3.3 3.4 3.6 3.8 3.9 Adj. EBITDA Multiples (3) CY24E / NTM $659 10.7x 11.9x 13.0x 13.2x 13.9x 14.7x 15.4x 16.1x 16.9x 17.6x CY25E 778 9.1 10.1 11.0 11.2 11.8 12.4 13.1 13.7 14.3 14.9 Rover Management Plan Revenue Multiples (4) CY24E / NTM $2,666 2.7x 2.9x 3.2x 3.3x 3.4x 3.6x 3.8x 4.0x 4.2x 4.4x CY25E 2,913 2.5 2.7 2.9 3.0 3.2 3.3 3.5 3.7 3.8 4.0 Adj. EBITDA Multiples (4) CY24E / NTM $655 11.1x 11.9x 13.1x 13.3x 14.0x 14.8x 15.5x 16.2x 17.0x 17.7x CY25E 766 9.5 10.2 11.2 11.4 12.0 12.6 13.3 13.9 14.5 15.2 Note: Current market prices as of April 16, 2024. (3) Rover Street projections based on FactSet mean consensus estimates as of April 16, 2024. (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (4) Rover Management Plan provided by Rover Management in April 2024. 43 (2) Rover capitalization per Rover 10-K for the period ended December 31, 2023. Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. forma for the close of the Acclara transaction per management as of March 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Selected Technology Transaction Premia Premia in Selected >$1Bn Public Technology Transactions Since 2003 1- Day Premia Paid NMC Draft Proposal @ (1) Median: 28% 424 Total Transactions $13.75/share: 24% Premium Premium in Data Set 100 th 25 Percentile: 17% Premium Mean: 33% Premium 74 th 75 Percentile: 44% Premium 61 58 49 34 20 18 10 Premium Min Range: <10% 10% 20% 30% 40% 50% 60% 70% 80% Max Range: 10% 20% 30% 40% 50% 60% 70% 80% >80% # of Transactions 58 74 100 61 49 34 20 10 18 % of Total 14% 17% 24% 14% 12% 8% 5% 2% 4% % of Total At Or Below Range 14% 31% 55% 69% 81% 89% 93% 96% 100% Source: FactSet as of April 16, 2024. Note: Based on FactSet premia and unaffected dates for technology M&A transactions greater than $1Bn enterprise value since 2003. 44 (1) Represents premium to unaffected price as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT 1-Day


Illustrative Cost of Capital Analysis ($MM, except per share information) Illustrative Cost of Equity Analysis Overall Betas Betas Historical Predicted Current FD Historical (1) Predicted (2) Unlevered Unlevered Stock Equity Levered Unlevered Levered Unlevered Price Value Debt Equity / Debt Tax Rate Beta Beta Beta Beta Beta Beta Rover (Street) (3) $12.21 $5,653 $2,311 71% / 29% 21% 0.92 0.69 1.63 1.23 Rover (Street) (3) 0.69 1.23 Selected Healthcare Technology Overall Median 0.83 1.04 HealthEquity $80.27 $7,217 $937 89% / 11% 21% 0.92 0.83 1.05 0.95 Genpact 30.63 5,679 1,288 82% / 18% 24% 1.06 0.90 0.93 0.80 Illustrative Unlevered Beta Calculation ExlService 29.46 5,013 200 96% / 4% 22% 1.38 1.34 1.05 1.02 Evolent Health 30.16 3,607 788 82% / 18% 14% 1.26 1.06 1.39 1.17 67% Rover (Street) (3) 0.46 0.82 Progyny 33.39 3,317 0 100% / 0% 23% 1.32 1.32 1.10 1.10 33% Overall Median 0.27 0.34 Premier 20.70 2,480 155 94% / 6% 32% 0.48 0.46 1.08 1.04 Phreesia 23.00 1,426 0 100% / 0% 21% 1.29 1.29 1.61 1.61 Illustrative Unlevered Beta 0.74 1.17 Omnicell 26.65 1,254 575 69% / 31% 21% 1.01 0.74 1.81 1.33 HealthStream 24.67 763 0 100% / 0% 22% 0.72 0.72 0.54 0.54 Health Catalyst 5.53 342 230 60% / 40% 21% 1.10 0.72 1.66 1.08 TruBridge 8.35 121 200 38% / 62% 21% 0.93 0.40 1.35 0.58 Median 89% / 11% 1.06 0.83 1.10 1.04 Mean 83% / 17% 1.04 0.89 1.23 1.02 Sources: FactSet, Barra. Note: Prices as of April 16, 2024. Debt includes currently outstanding face value of 'in-the-money' convertible debt and excludes minority interests. Excludes international companies. (1) Based on Bloomberg betas as of March 28, 2024. (2) Based on Barra betas as of March 29, 2024. (3) Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 45 CONFIDENTIAL | PRELIMINARY DRAFT


Illustrative Cost of Capital Analysis (Continued) Cost of Capital Calculation - Equity Market Risk Premium / Unlevered Predicted Beta Sensitivity (4) Market Assumptions Cost of Equity WACC Risk Free Rate (1) 4.9% Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Market Risk Premium (2) 6.2% - 7.2% Beta Debt as % of Cap.: 29% 29% 29% 29% 29% 29% Cost of Debt (6) 8.0% 1.17 <--- Overall Blended 14.5% 15.2% 15.9% 12.1% 12.6% 13.1% 1.23 <--- Standalone 15.0% 15.8% 16.5% 12.5% 13.0% 13.6% Size Premium (3) Historical 2.0% Cost of Capital Calculation - Equity Market Risk Premium / Unlevered Historical Beta Sensitivity (5) Predicted 0.0% Cost of Equity WACC Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 29% 29% 29% 29% 29% 29% 0.74 <--- Overall Blended 12.9% 13.4% 13.9% 11.0% 11.4% 11.7% 0.69 <--- Standalone 12.6% 13.0% 13.4% 10.8% 11.1% 11.4% Note: Unlevered Betas based on median of peer group. (1) Based on 20-Year U.S. Interpolated Treasury Yield as of April 16, 2024. Source: FactSet. (2) Long-horizon expected equity risk premium (historical) and Long-horizon expected equity risk premium (supply-side) based on Duff & Phelps Cost of Capital Navigator (2024). (3) Size premium based on Duff & Phelps Cost of Capital Navigator (2024). (4) Based on Barra betas as of March 29, 2024. (5) Based on Bloomberg 5-year weekly betas as of March 28, 2024. (6) Illustrative 8.0% pre-tax cost of debt based on interest rates on Term A Loan, Senior Revolver, and Term B Loan per Rover 10-K as of December 31, 2023. All Rover debt is floating-rate. 46 CONFIDENTIAL | PRELIMINARY DRAFT


DRAFT Confidential Appendix - Barclays 47


Confidential Preliminary Draft Precedent Public HCIT Deals – DCF Assumptions Subject to Change Terminal Assumptions Announcement Date Target Acquiror PGR Exit Multiple WACC 09/06/23 2.0% - 3.0% - 8.9% - 10.6% 06/26/23 2.0% - 3.0% - 8.25% - 10.5% 02/08/23 2.5% - 3.5% - 11.25% - 13.5% Advisor 1 0.9% - 4.6% (implied) 8.0x - 10.5x 9.5% - 11.5% 09/05/22 Advisor 2 2.5% - 3.5% - 9.6% - 10.7% 06/21/22 - 8.0x - 12.0x 10.0% - 12.0% Advisor 1 2.5% - 3.5% - 8.5% - 9.5% 03/29/22 Advisor 2 4.5% - 5.5% - 10.6% - 11.6% Cloudmed - 20.0x - 24.0x 9.75% - 10.75% 01/10/22 R1 - 20.0x - 24.0x 9.5% - 10.5% Advisor 1 1.75% - 2.5% 8.4x - 13.6x (implied) 6.25% - 7.75% 12/20/21 Advisor 2 2.5% - 3.5% - 7.25% - 8.5% 08/19/21 3.0% - 4.0% - 8.0% - 9.0% 01/06/21 1.25% - 2.25% 8.5x - 12.4x (implied) 6.75% - 7.75% 12/21/20 4.0% - 4.5% - 9.0% - 10.0% Advisor 1 - 10.5x - 12.5x 10.5% - 12.0% 11/12/18 Advisor 2 5.3% - 7.1% (implied) 10.5x - 12.5x 10.0% - 11.0% Source: Company filings. 48


Confidential Preliminary Draft Discounted Cash Flow Analysis Subject to Change ($ in millions, except for per share values) Implied Share Price – PGR Method (4.0% PGR and 10.25% WACC) Sensitivities WACC NPV of Cash Flows $2,098 26.2% 9.50% 9.88% 10.25% 10.63% 11.00% NPV of Terminal Value 5,888 73.6% 3.5% $13.52 $12.46 $11.51 $10.67 $9.89 NPV of NOLs 11 0.1% Implied 3.8% $14.12 $12.98 $11.97 $11.07 $10.26 Share Total NPV $7,996 100.0% Price 4.0% $14.78 $13.54 $12.46 $11.50 $10.64 Less: 6/30/24 Net Debt (2,189) 4.3% $15.49 $14.16 $12.99 $11.96 $11.05 Equity Value $5,807 4.5% $16.28 $14.83 $13.57 $12.47 $11.49 Total Diluted Shares 466.072 Implied Share Price $12.46 WACC 9.50% 9.88% 10.25% 10.63% 11.00% 3.5% 8.8x 8.3x 7.9x 7.5x 7.1x Implied 3.8% 9.2x 8.7x 8.2x 7.8x 7.4x Terminal Exit Multiple 4.0% 9.7x 9.1x 8.5x 8.1x 7.6x 4.3% 10.2x 9.5x 8.9x 8.4x 8.0x 4.5% 10.7x 10.0x 9.3x 8.8x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of stock-based compensation dilution. 49 PGR PGR


Confidential Preliminary Draft Premiums Paid Analysis (Cash Deals) Subject to Change Premium to Undisturbed Price 45 # of Transactions 142 25th Percentile 23.0% 40 Mean 40.3% 40 Median 33.1% 75th Percentile 53.4% 35 30 24 25 20 18 14 15 13 11 10 6 5 5 5 3 2 1 0 <0% 0% to 10% 10% to 20% 20% to 30% 30% to 40% 40% to 50% 50% to 60% 60% to 70% 70% to 80% 80% to 90% 90% to 100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority transactions. 50 Number of Transactions


Confidential Preliminary Draft Premiums Paid Analysis – LBOs (Cash Deals) Subject to Change Premium to Undisturbed Price 18 # of Transactions 56 25th Percentile 19.9% 16 Mean 34.5% 16 Median 27.3% 75th Percentile 48.3% 14 12 11 10 9 8 6 6 4 3 3 3 2 2 2 1 0 0 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60% 60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets and Sponsor buyers with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority transactions. 51 Number of Sponsor-Led Transactions


Confidential Preliminary Draft Minority Squeeze Out Premiums Subject to Change Median Final Premium Paid Min 25th Perc. Mean Median 75th Perc. Max 75% 59% 2% 26% 46% 44% 59% 143% 45% 44% 50% 26% 25% 17% 0% 0% - 10% 10% - 20% 20% - 30% 30% - 40% 40% - 50% Shares Sought (%) Median % Change in Offer Price Min 25th Perc. Mean Median 75th Perc. Max 30% 0% 0% 14% 12% 18% 91% 20% 15% 15% 14% 11% 10% 0% 0% 0% - 10% 10% - 20% 20% - 30% 30% - 40% 40% - 50% Shares Sought (%) # of 3 7 10 6 7 Transactions Source: FactSet, Dealogic, Company filings, Press, Deal Points. Note: Data represents transactions since 1/1/04 involving US targets where the existing majority shareholder(s) acquired the remaining shares of the company. Deals involving the option of cash or stock conversion use the cash amount when calculating premium. Stock for stock transactions use the earlier of the undisturbed date or initial offer date when calculating initial premium and the later of the undisturbed date or merger agreement announcement date when calculating final premium. 52


Confidential Preliminary Draft Minority Squeeze Out Premiums (cont’d.) Subject to Change ($ in millions, except per share values) Announcement Transaction Deal Ent. Shares Shares Initial Final Date Target Acquirer Status Value Value Owned (%) Sought (%) Initial Offer Final Offer % Change Premium Premium 2/26/2024 Agiliti THL Partners Pending $458 $2,571 72% 28% $10.00 $10.00 0% 31% 31% 12/8/2023 HireRight General Atlantic, Stone Point, HireRight Pending $244 $1,615 75% 25% $12.75 $14.35 13% 27% 43% 5/19/2023 GoHealth CenterBridge, NVX, GoHeallth, BCCJ Cancelled $105 $933 76% 24% $20.00 $20.00 0% 15% 15% 5/18/2023 SciPlay Light & Wonder Complete $529 $2,552 83% 17% $20.00 $22.95 15% 29% 47% 11/17/2022 Willis Lease Mitsui & Co, Fuyo General, JA Mitsui Cancelled $7 $2,108 97% 3% $45.00 $50.00 11% 5% 17% 10/24/2022 Weber BDT & MSD Partners Complete $885 $3,683 87% 13% $6.25 $8.05 29% 24% 60% 10/2/2022 Myovant Sumitomo Pharma Complete $1,239 $2,601 52% 48% $22.75 $27.00 19% 27% 50% 6/21/2022 Convey Health TPG Capital Complete $194 $1,038 75% 25% $9.00 $10.50 17% 108% 143% 5/25/2022 StoneMor Axar Capital Complete $119 $757 75% 25% $3.00 $3.50 17% 32% 54% 12/1/2021 Razer CVC Advisors, Razer Complete $1,380 $2,709 57% 43% $0.36 $0.36 0% 44% 44% 8/30/2021 Independence Geneve Holdings Complete $323 $762 63% 38% $50.00 $57.00 14% 19% 36% 8/12/2021 Pilgrim's JBS SA Cancelled $1,375 $9,142 80% 20% $26.50 $28.50 8% 17% 26% 7/15/2021 SciPlay Scientific Games Cancelled $418 $2,015 82% 18% $17.02 $17.02 0% 11% 11% 11/12/2020 Urovant Sumitomo Dainippon Pharma Completed $174 $648 70% 30% $12.50 $16.25 30% 51% 96% 11/5/2020 Target Hospitality TDR Capital Cancelled $56 $540 63% 37% $1.50 $1.50 0% 59% 59% 10/5/2020 Eidos BridgeBio Pharma Complete $1,515 $4,020 63% 37% $38.31 $73.26 91% 21% 41% 9/4/2020 FBL Financial Group Farm Bureau Property Complete $601 $1,569 61% 39% $47.00 $61.00 30% 26% 64% 8/31/2020 Akcea Therapeutics Ionis Pharma Complete $473 $1,497 76% 24% $18.15 $18.15 0% 59% 59% 8/19/2020 Hudson Ltd. Dufry AG Completed $302 $2,327 57% 43% $7.70 $7.70 0% 50% 50% 11/27/2019 AVX Kyocera Complete $1,030 $2,954 72% 28% $19.50 $21.75 12% 30% 45% 7/25/2019 Empire Resorts Genting Malaysia, Kien Huat Realty Complete $58 $971 84% 16% $9.74 $9.74 0% 2% 2% 4/24/2019 Speedway Motorsports Sonic Financial Corp. Complete $225 $939 72% 28% $18.00 $19.75 10% 29% 42% 3/4/2019 Bluegreen Vacations BBX Capital Cancelled $119 $1,640 90% 10% $16.00 $16.00 0% 19% 19% 2/19/2019 HomeFed Jefferies Complete $188 $631 70% 30% $38.00 $40.90 8% 9% 17% 6/19/2018 Foundation Medicine Roche Complete $2,433 $5,285 57% 43% $133.00 $137.00 3% 25% 29% 1/9/2018 AmTrust Stone Point Capital, AmTrust Complete $1,539 $3,131 55% 45% $12.25 $14.75 20% 21% 45% 11/8/2017 Alon Delek US Holdings Complete $185 $1,072 82% 18% $11.80 $13.92 18% 3% 3% 12/12/2016 Alliance HealthCare Tahoe Investment Group Complete $70 $658 51% 49% $9.60 $13.25 38% 21% 67% 3/9/2016 Crown Media Hallmark Cards Complete $176 $2,147 90% 10% $5.05 $5.05 0% 2% 2% 3/7/2016 National Interstate American Financial Group Complete $315 $642 51% 49% $28.00 $32.00 14% 24% 42% 2/29/2016 Federal-Moful Icahn Complete $306 $4,565 82% 18% $7.00 $10.00 43% 41% 101% 1/15/2016 Synutra beams Power Investment Complete $125 $648 64% 37% $5.91 $6.05 2% 54% 58% 2/20/2015 GFI Group BGC Partners Completed $283 $871 67% 33% $5.25 $6.10 16% 69% 96% MEDIAN 12% 26% 44% MEAN 14% 30% 46% 0% 19% 26% 25th Pct. 18% 41% 59% 75th Pct. Source: FactSet, Dealogic, Company filings, Press, Deal Points. Note: Data represents transactions since 1/1/04 involving US targets where the existing majority shareholder(s) acquired the remaining shares of the company. Deals involving the option of cash or stock conversion use the cash amount when calculating premium. Stock for stock transactions use the earlier of the undisturbed date or initial offer date when calculating initial premium and the later of the undisturbed date or merger agreement announcement date when calculating final premium. 53


Confidential Preliminary Draft Illustrative Weighted Average Cost of Capital Analysis Subject to Change Cost of Capital Calculation Comparable Companies Rover Beta / Peer Beta / (7) (3) Rover Beta / Rover Beta / Peer Beta / Company Debt / Equity Debt / Capital Levered Beta Cost of Debt Unlevered Beta Target Cap Target Cap Current Cap Peer Cap Peer Cap (1) (1) Structure Structure Structure Structure Structure Cost of Equity Evolent Health 21.8% 17.9% 9.3% 1.086 1.184 (2) 7.17% 7.17% 7.17% 7.17% 7.17% Market Risk Premium (Rm-Rf) HealthEquity 12.1% 10.8% 6.7% 0.837 0.913 (3) 0.682 0.682 0.682 0.837 0.837 Unlevered Beta Omnicell 45.8% 31.4% 9.3% 0.750 0.818 Levered Beta 0.891 0.839 0.743 0.913 1.030 Adjusted Market Risk Premium 6.4% 6.0% 5.3% 6.5% 7.4% HealthStream - - 9.3% 0.719 0.784 (4) 4.9% 4.9% 4.9% 4.9% 4.9% Risk-Free Rate of Return (Rf) Progyny - - 9.3% 1.325 1.445 Cost of Equity (Ke) 11.3% 10.9% 10.2% 11.4% 12.3% E/(D+E) 71.0% 76.5% 89.2% 89.2% 76.5% ExlService 4.0% 3.8% 6.5% 1.246 1.360 Weighted Cost of Equity 8.0% 8.3% 9.1% 10.2% 9.4% Genpact 22.7% 18.5% 6.5% 0.907 0.989 Cost of Debt WNS 7.5% 7.0% 6.5% 1.006 1.097 (5) 8.1% 8.1% 9.3% 9.3% 8.1% Cost of Debt (Kd) TruBridge 164.8% 62.2% 8.4% 0.415 0.452 (6) 25.0% 25.0% 25.0% 25.0% 25.0% Marginal Tax Rate Health Catalyst 67.2% 40.2% 9.3% 0.738 0.805 After-Tax Cost of Debt 6.1% 6.1% 7.0% 7.0% 6.1% D/(D+E) 29.0% 23.5% 10.8% 10.8% 23.5% Premier 6.2% 5.9% 9.3% 0.460 0.502 Debt / Equity 40.9% 30.7% 12.1% 12.1% 30.7% Peer Mean 32.0% 18.0% 8.2% 0.863 0.941 Weighted Cost of Debt 1.8% 1.4% 0.8% 0.8% 1.4% Peer Median 12.1% 10.8% 9.3% 0.837 0.913 WACC 9.8% 9.8% 9.9% 10.9% 10.8% 1 2 3 Source: Company filings, Kroll, Bloomberg, Rover management. Note: Market data as of 4/16/24. Note : Assuming target capital structure of 2.5x net leverage. Note : Historical long-horizon expected equity risk premium per Duff & Phelps. Note : 4 5 6 Based on 5-year, weekly, Bloomberg raw beta. Note : Risk-Free Rate based on current 20-year treasury yield as of 4/16/24. Note : Peer capital structure cost of debt represents group median. Note : Assumes marginal tax rate of 25% per Rover 7 management. Note : Cost of debt represents current weighted average yield to worst for existing debt unless otherwise noted; OMCL, HSTM, PGNY, HCAT and PINC cost of debt represents the average 4-year single B yield. 54


Confidential Preliminary Draft Barclays Disclaimer Subject to Change The preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Committee, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Committee (in their capacity as committee members and not in any individual capacity and is not for the benefit of any individual, including any individual officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with the disclosure standards under state and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Committee, none of the Company, Barclays, their respective affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. These materials are not intended to provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed corporate transaction. 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Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 55


PRELIMINARY DRAFT Confidential Qatalyst Partners Disclaimer These materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and Qatalyst’s disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the “promotion” or “marketing” of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayer’s particular circumstances from an independent tax advisor. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify information provided. n 56