Pluralsight : Compiled Investor Presentation Materials on Proposed Transaction with Vista Equity Partners

Regarding the Pluralsight / Vista Transaction

Compelling, Certain Value for Shareholders

Compiled Investor Presentation Materials

February 2021

Executive Summary

Pluralsight / Vista Transaction Delivers Compelling, Certain Value to Shareholders

Robust Transaction Process with Strong Governance Protections for Shareholders

Eminence's Claims Regarding Value are Unsubstantiated

Challenging Market Context

Conclusion

2

Executive Summary

The Pluralsight / Vista Transaction Delivers Compelling Value to Shareholders

Robust, Independent Process Resulted in Superior Value to Standalone Plan

•  Offers immediate cash value to Pluralsight shareholders at a significant premium, not subject to execution risk and challenges of standalone plan

•  9.2x and 8.1x the last 12 months' (LTM) and next 12 months' (NTM) revenue

  • - Well above median of relevant precedent M&A transactions

  • - Among highest multiples on Rule of 40 (growth and profit) basis

  • - Among highest multiples paid for public SaaS company by private equity acquiror

•  26% and 25% premia to undisturbed price and 30-day VWAP prior to announcement of transaction, respectively

•  Competes in highly competitive, rapidly evolving and fragmented market

•  Modest barriers to entry and low switching costs relative to broader enterprise software sector

•  Emergence of new, highly capitalized competition and free / ad-supported offerings (e.g. leveraging YouTube, GitHub and similar platforms) have accelerated competitive pressure

•  Competitive pressure has led to lower retention, higher S&M spending and slowing growth

•  Headwinds have had a persistent impact on our valuation - Have traded at a material (~2x) discount to relevant peers - Stock has traded down after 8 of our last 10 quarterly earnings releases (averaging -6%)

•  M&A has been and will be required to support growth; company has executed 11 M&A transactions representing aggregate price of ~$425M over past 8 years, which is expected to accelerate in the coming years

•  Ongoing need for M&A introduces execution risk and risk of dilution to shareholders; access to lower cost debt capital is limited due to FCF profile and overhang of existing convertible debt