APTI Apptio, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

APPTIO, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

APPTIO, INC.

11100 NE 8 ^th Street, Suite 600

Bellevue, Washington 98004

[ ● ], 2018

Dear Apptio Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Apptio, Inc. (“Apptio”) to be held on [●], at Apptio’s headquarters, located at 11100 NE 8 ^th Street, Suite 600, Bellevue, Washington 98004, at [●] Pacific time.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated November 9, 2018 (the “Merger Agreement”), by and among Apptio, Bellevue Parent, LLC (“Parent”), and Bellevue Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are entities that are affiliated with Vista Equity Partners Management, LLC, a leading private equity firm focused on investments in software, data and technology-enabled companies. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Apptio, with Apptio continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $38.00 in cash, without interest thereon and less any applicable withholding taxes, for each share of class A common stock (“common stock”) that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (1) 53% to the closing price of Apptio’s common stock on November 9, 2018, the last full trading day prior to public announcement of Apptio’s entry into the Merger Agreement; and (2) 25% to the last twelve months average share price, ending on November 9, 2018.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of, Apptio and its stockholders; and (2) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

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Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Apptio’s common stock.

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

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers: (212) 269-5550

All Others Call Toll-free: (800) 714-2193

APTI@dfking.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

/s/ Sachin Gupta                                        

Sachin Gupta

President and Chief Executive Officer

The accompanying proxy statement is dated [●] and, together with the enclosed form of proxy card, is first being mailed on or about [●].

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

APPTIO, INC.

11100 NE 8 ^th Street, Suite 600

Bellevue, Washington 98004

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

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

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the adjournment proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers: (212) 269-5550

All Others Call Toll-free: (800) 714-2193

APTI@dfking.com

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker

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or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement.

Under specified circumstances, Apptio will be required to pay Parent a termination fee of either $29.07 million or $58.14 million upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement – Termination.”

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

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your

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bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “ FOR ” the adoption of the Merger Agreement; and (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers: (212) 269-5550

All Others Call Toll-free: (800) 714-2193

APTI@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any documents to which Apptio refers to in this proxy statement, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Apptio’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of Apptio for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (1) the information contained under this

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caption; and (2) the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [●], at Apptio’s headquarters, located at 11100 NE 8th Street, Suite 600, Bellevue, Washington 98004, at [●] Pacific time.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; and (2) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 11100 NE 8th Street, Suite 600, Bellevue, Washington 98004, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were [●] shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “ AGAINST ” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “ AGAINST ” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will also count as a vote “ AGAINST ” the proposal to adopt the Merger Agreement, but will have no effect on any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

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Shares Held by Apptio’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [6,970,348] shares of common stock, representing approximately [●]% of the shares of common stock outstanding on the Record Date.

Our President and Chief Executive Officer, Sachin Gupta, and a trust affiliated with Mr. Gupta (collectively, the “Voting Agreement Stockholders”) have entered a Voting Agreement that obligates them to vote all of their shares of common stock (1) “ FOR ” the adoption of the Merger Agreement and (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. As of the close of business on the Record Date, the Voting Agreement Stockholders have voting power over approximately [11.4]% of the issued and outstanding shares of Apptio common stock (and approximately [11.2]% when taking into account Apptio options, RSUs, and PSUs held, in the aggregate, by the Voting Agreement Stockholders). For more information, please see the section of this proxy statement captioned “The Merger—The Voting and Support Agreement.”

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (1) “ FOR ” the adoption of the Merger Agreement and (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, AST Financial, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “ FOR ” adoption of the Merger Agreement; and (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “ AGAINST ” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal.

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Revocability of Proxies

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

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

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

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

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Apptio and its stockholders; and (2) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

Accordingly, the Board of Directors unanimously recommends that you vote: (1) “ FOR ” the adoption of the Merger Agreement; and (2) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Apptio. We have retained D.F. King & Co., Inc. (“D.F. King”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $12,500 plus expenses. We will also indemnify D.F. King against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the first calendar quarter of 2019.

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Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights”, on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

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

To exercise your appraisal rights, you must: (1) submit a written demand for appraisal to Apptio before the vote is taken on the adoption of the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (3) continue to hold your shares of common stock of record through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Delisting and Deregistration of Apptio’s Common Stock

If the Merger is completed, the shares of Apptio’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Apptio’s common stock will no longer be publicly traded.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [ ● ]

The proxy statement is available at https://investors.apptio.com/.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, you may contact us by writing to Apptio’s Investor Relations at 11100 NE 8th Street, Suite 600, Bellevue, Washington 98004. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers: (212) 269-5550

All Others Call Toll-free: (800) 714-2193

APTI@dfking.com

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Apptio, Inc.

11100 NE 8 ^th Street, Suite 600

Bellevue, Washington, 98004

(866) 470-0320

Headquartered in Bellevue, Washington, Apptio (Nasdaq: Apptio), is the leading provider of Technology Business Management, or TBM, solutions. Apptio’s cloud-based platform and SaaS applications enable IT leaders to analyze, optimize and plan technology investments, and benchmark their financial and operational performance against peers. Apptio empowers IT leaders to transform IT into a service provider, navigate the cloud transition, and shift technology resources to drive more business innovation. Apptio’s common stock is listed on The Nasdaq Global Market (“Nasdaq”), under the symbol “APTI.”

Bellevue Parent, LLC

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 765-6500

Parent was formed on November 2, 2018, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

Bellevue Merger Sub, Inc.

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 765-6500

Merger Sub is a wholly owned direct subsidiary of Parent and was formed on November 2, 2018, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Vista Equity Partners Fund VI, L.P., and Parent, Merger Sub and Vista Fund VI are each affiliated with Vista Equity Partners Management, LLC (“Vista”). Vista is a leading private equity firm focused on investments in software, data and technology-enabled companies. At the Effective Time, Apptio, as the Surviving Corporation, will be indirectly owned by Vista Fund VI.

In connection with the transactions contemplated by the Merger Agreement, Vista Fund VI has provided Parent with an equity commitment of up to $1.9 billion in cash, which will be available to fund the aggregate purchase price and, together with cash on hand at Apptio, to pay the fees and expenses required to be paid at the Closing of the Merger by Apptio, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement. For more information, please see the section of this proxy statement captioned “—Financing of the Merger.”

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Apptio, with Apptio continuing as the Surviving Corporation. As a result of the Merger, Apptio will become a wholly owned direct subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

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

Effect on Apptio if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

Merger Consideration

At the Effective Time, each share of common stock (other than Excluded Shares, which include, for example, shares of common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, without interest thereon and less any applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of common stock that you own (less any applicable withholding taxes), but you will no

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longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Background of the Merger

The Board of Directors of Apptio (the “Board of Directors”) regularly evaluates Apptio’s strategic direction and ongoing business plans with a view toward strengthening its core businesses and enhancing stockholder value. As part of this evaluation, the Board of Directors has from time to time during the two-year period preceding the execution and delivery of the Merger Agreement considered a variety of strategic alternatives for Apptio, including (1) the continuation of Apptio’s current business plan as an independent enterprise; (2) modifications to Apptio’s strategy and product direction; (3) possible expansion opportunities through acquisitions; and (4) accelerating Apptio’s revenue growth through strategic partnerships and distribution relationships. During such time, Apptio has also had discussions with representatives of certain strategic and financial sponsor parties regarding potential strategic transactions involving Apptio. None of those discussions progressed beyond preliminary phases, nor did Apptio enter into any non-disclosure or standstill agreements with such parties other than as discussed below.

As part of keeping the Board of Directors informed of industry opportunities, Sachin Gupta, the Chief Executive Officer and President of Apptio, and John Morrow, the Executive Vice President of Corporate Development, General Counsel and Secretary of Apptio, regularly hold meetings and telephone calls with strategic parties to generally assess the industry and gauge future opportunities for Apptio’s growth and partnership building as part of Apptio’s ordinary course of business.

During one such telephone call, on June 6, 2018, a representative of a financial sponsor, which we refer to as “Party A,” told Mr. Gupta and Mr. Morrow that Party A wanted to meet with Apptio and a strategic party, which we refer to as “Party B” and another financial sponsor, which we refer to as “Party C”, to discuss a potential business combination transaction involving Apptio and Party A, Party B and Party C. On the call, Mr. Morrow proposed that Party A and Party C enter into non-disclosure agreements to continue such discussions, which were signed on June 21, 2018 and June 20, 2018, respectively. Party B was party to an existing commercial non-disclosure agreement with Apptio which representatives for Party B and Apptio agreed would cover any discussions related to a potential business combination transaction.

On June 22, 2018, Mr. Gupta, Mr. Morrow and Kurt Shintaffer, the Chief Financial Officer of Apptio, had an in-person meeting with representatives of Party A and Party B, with representatives of Party C participating by telephone. During the meeting, representatives of each of Apptio and Party B provided an overview of and disclosed information regarding their respective businesses, and all parties attending the meeting discussed possible synergies between Apptio and Party B in a potential business combination transaction.

On June 28, 2018, Mr. Gupta met with representatives of a strategic party, which we refer to as “Party D”, that Mr. Gupta had met with from time to time in the preceding years to discuss industry trends and commercial and partnership opportunities. During this meeting, Mr. Gupta and representatives of Party D discussed potential partnership opportunities and strategic opportunities and agreed to meet at a later date to continue discussions related thereto.

On July 3, 2018, a representative of Party A communicated to Mr. Gupta by telephone that a potential business combination between Apptio and Party A, Party B and Party C was not feasible at such time due to a business re-structuring of Party B and that an acquisition of Apptio by Party A alone was not economically feasible at such time. The representative of Party A told Mr. Gupta that Party A nevertheless remained interested in exploring a potential acquisition of, or business combination transaction with, Apptio and the parties should re-connect in early fall. During the next week, Mr. Gupta provided an update to Thomas Bogan, Chair of the Board of Directors, about the conversation consistent with its standard practice.

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The Board of Directors held a regularly scheduled meeting on July 27, 2018 and, among other things, reviewed the strategic partnering opportunities and landscape. Mr. Gupta updated the Board of Directors on discussions with Parties A, B, C and D during this meeting. The Board was supportive of Mr. Gupta responding to such inbound interest regarding a potential sale of Apptio, and asked Mr. Gupta to also in parallel develop a plan for organic growth and inorganic acquisitions.

In August and September 2018, Mr. Gupta held individual discussions with members of the Board of Directors regarding strategic alternatives available to Apptio. During these discussions, members of the Board of Directors encouraged Mr. Gupta and Apptio management to consider engaging Qatalyst Partners LP (“Qatalyst Partners”) to assist Apptio management in connection with any strategic process to determine the strategic alternatives that might be available to Apptio because of Qatalyst Partners’ qualifications, expertise and reputation, and its knowledge of and involvement in recent transactions in Apptio’s industry.

On September 5, 2018, Mr. Gupta held two meetings with separate representatives of Party D to discuss updates to Apptio’s business, potential partnership opportunities, and potential strategic transactions, including the possibility of Party D acquiring Apptio. A representative of Party D recommended that Mr. Gupta meet with additional representatives of Party D to discuss potential product synergies between the two parties and if the meeting went well, it could result in an acquisition of Apptio. On September 12, 2018, Mr. Gupta met with another representative of Party D to discuss partnership and synergy opportunities.

On September 14, 2018, Mr. Gupta had a telephone call with representatives of Qatalyst Partners to discuss Apptio’s business, provide Qatalyst Partners with an update on inbound interest from various parties and discuss the possibility of having Qatalyst Partners assist with a strategic process to identify third parties who might have an interest in exploring a possible acquisition of Apptio. Such strategic process was contemplated so that if conversations with Parties A, B, C and D progressed, the Board of Directors and Apptio management would understand what potential alternative strategic options were available for Apptio. In parallel, Apptio management would continue to pursue potential acquisitions by Apptio of strategic or complementary businesses.

Beginning during the week of September 17, 2018, Mr. Gupta held individual discussions with each member of the Board of Directors to provide an update regarding Apptio management’s plan to (i) pursue strategic alternatives, including a potential sale of Apptio, following the end of Apptio’s third fiscal quarter, and (ii) have Qatalyst Partners assist Apptio management in identifying third parties who might have an interest in acquiring Apptio. During these discussions, members of the Board of Directors directed Mr. Gupta and Apptio management to pursue strategic alternatives and have Qatalyst Partners assist Apptio management with such process.

On September 26, 2018 and October 2, 2018, Mr. Gupta and Mr. Shintaffer had discussions with representatives of Qatalyst Partners during which Mr. Gupta and Mr. Shintaffer provided an update on Apptio’s business and discussed timing and strategies to initiate a process to identify third parties that might want to acquire Apptio. As part of the strategic process, which commenced October 3, 2018, representatives of Qatalyst Partners reached out to twelve strategic parties and/or financial sponsors, consistent with the prior communications with Apptio management. As detailed more fully herein, six parties executed non-disclosure agreements with Apptio, five parties received access to a virtual data room containing non-public information of Apptio, and six parties attended management meetings with Apptio (Vista, and Parties A, C, D, E and F in all instances (with Party A and Party C acting jointly), except that Party D did not receive access to the virtual data room). Of the six non-disclosure agreements, four (each of Vista and Parties A, C and F) contained standstill provisions preventing Vista and Parties A, C and F from making public acquisition proposals for a period of one year after their respective execution of such non-disclosure agreements, which standstill restrictions would terminate and be of no further force and effect in certain proscribed circumstances.

On October 3, 2018, a representative of Qatalyst Partners contacted a representative of a strategic party, which we refer to as “Party E”, to inquire regarding Party E’s interest in a potential acquisition of Apptio. The

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next day, Party E communicated to representatives of Qatalyst Partners that Party E knew Apptio well, had a good relationship with Mr. Gupta, and would follow up with Qatalyst Partners the following week after assessing the strategic opportunity further.

On October 9, 2018, representatives of Qatalyst Partners had separate telephone conversations with each of Monti Saroya, a Principal of Vista Equity Partners, and a representative of Party A regarding their potential interest in acquiring Apptio. Mr. Saroya expressed interest and a desire to attend a management presentation within the next week. Party A also expressed interest and asked to attend a presentation with Apptio management in order to get an update on the business. The same day, Mr. Gupta introduced a representative of Party D to representatives of Qatalyst Partners with a view towards assessing Party D’s interest in a potential acquisition of Apptio.

On October 10, 2018, representatives of Qatalyst Partners had a telephone conversation with a representative of a financial sponsor, which we refer to as “Party F”, who expressed interest in considering an acquisition of Apptio and asked to schedule a meeting with Apptio management to get an update on the business. The same day, representatives of Qatalyst Partners had a telephone conversation with a representative of Party A who requested that Party A be allowed to review the opportunity jointly with Parties B and C because it would allow them to be more competitive on price and that representatives of Party C be allowed to attend the presentation being scheduled with Apptio management. This request was approved by Apptio management.

On October 12, 2018, representatives of Qatalyst Partners had a telephonic call with a representative of Party D to assess Party D’s interest in exploring a strategic partnership with Apptio. The representative of Party D expressed an interest in considering an acquisition of Apptio and scheduling a management meeting but noted that a transaction of this size may be challenging for Party D.

On October 18, 2018, the Board of Directors held a telephonic meeting with members of Apptio management and representatives of Qatalyst Partners and Wilson Sonsini Goodrich & Rosati P.C., Apptio’s outside legal counsel (“Wilson Sonsini”) in attendance. At this meeting, a representative of Qatalyst Partners updated the Board of Directors regarding the status of Qatalyst Partners’ outreach to strategic parties and financial sponsors, informing the Board that four financial sponsors had expressed an interest in attending management presentations (explaining that Party A and Party C were pursuing a joint transaction), and that all but two strategic parties had declined interest in Apptio, and of the two remaining strategic parties, Party D was interested in attending a management presentation, and Party E was still deciding whether to pursue the opportunity. A representative of Wilson Sonsini addressed the Board of Directors’ fiduciary duties in the context of a potential sale of Apptio. In an executive session without Apptio management and representatives of Qatalyst Partners, the Board of Directors discussed their fiduciary duties to Apptio’s shareholders and the strategic process undertaken by Apptio management with the assistance of Qatalyst Partners at the direction of the Board of Directors.

On October 18, 2018, a representative of Party E indicated to representatives of Qatalyst Partners that Party E was interested in exploring a strategic transaction to acquire Apptio and that Party E would like to schedule a meeting with Apptio management.

That same day, Apptio hosted various representatives of Vista for a management presentation in Bellevue, Washington with representatives of Qatalyst Partners present. Messrs. Gupta, Morrow and Shintaffer presented to Vista regarding business, financial and technical aspects of Apptio. Representatives of Apptio, Vista and Qatalyst Partners held a dinner meeting after the management presentation.

On October 22, 2018, Apptio hosted various representatives of each of Party A and Party C for a management presentation in Bellevue, Washington with a representative of Qatalyst Partners present. Messrs. Gupta, Morrow and Shintaffer presented to Party A and Party C regarding business, financial and technical aspects of Apptio.

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That same day, a representative of Party E and representatives of Qatalyst Partners had a telephone call to tentatively schedule a management meeting for the week of October 29, 2018.

On October 23, 2018, Apptio held a management presentation for various representatives of Party F with representatives of Qatalyst Partners present. Messrs. Gupta, Morrow and Shintaffer presented to Party F regarding business, financial and technical aspects of Apptio

On October 25, 2018, Apptio held a virtual meeting for representatives of Vista. During the meeting, Apptio provided a product demonstration.

That same day, the Board of Directors met for dinner the night before a regularly scheduled meeting of the Board of Directors and engaged in an extensive discussion regarding the strategic process. The next day, on October 26, 2018, the Board of Directors held a regularly scheduled meeting with members of Apptio management and a representative of Wilson Sonsini in attendance. At the meeting, the Board of Directors discussed, among other things, the status of Apptio management’s and Qatalyst Partners’ discussions with Vista, Party A, Party C, Party D, Party E and Party F. Following such discussion, the representative of Wilson Sonsini reminded the Board of Directors of their fiduciary duties to Apptio stockholders in the context of a potential sale of Apptio. The Board of Directors approved the terms of the engagement letter with Qatalyst Partners, subject to the finalization of such letter.

On October 26, 2018, representatives of Vista and Parties A, C and F were granted access to a virtual data room with financial and business information to support their due diligence review of Apptio.

Between October 26, 2018 and October 28, 2018, representatives of Qatalyst Partners contacted representatives of each of Vista, Party A and Party F by telephone to notify them that formal proposals were expected to be received on November 9, 2018.

On October 29, 2018, a representative of Party E informed representatives of Qatalyst Partners on a telephone call that the earliest Party E could attend a meeting with Apptio management was November 6, 2018. Representatives of Qatalyst Partners advised Party E that it was in Party E’s interest to meet with Apptio management as soon as possible and agreed to find a mutually convenient date.

That same day, Apptio held a telephonic management presentation with various representatives of Party D, with representatives of Qatalyst Partners participating as well. Messrs. Gupta, Morrow and Shintaffer presented to Party D regarding business, financial and technical aspects of Apptio, and the parties also discussed potential synergies as well as future sales models should a transaction between the parties move forward.

Also on that same day, Apptio held an earnings call to announce results for Apptio’s third fiscal quarter which ended on September 30, 2018. At the close of trading on October 29, 2018, the share price of Apptio was $27.54, which represented an approximate 33% decrease from the 2018 high of $41.36.

On October 31, 2018, a representative of Party D informed a representative of Qatalyst Partners on a telephone call that Party D no longer had interest in pursuing a potential strategic transaction with Apptio because Party D did not believe that Apptio represented a strategic fit.

That same day, Messrs. Gupta, Morrow and Shintaffer and representatives of Qatalyst Partners had a telephone call with various representatives of Vista during which Vista asked and representatives of Apptio answered questions regarding Apptio’s business, products, financials and third quarter earnings results.

On November 1, 2018, Apptio and Qatalyst Partners executed an engagement letter.

On November 2, 2018, Messrs. Gupta, Morrow and Shintaffer and representatives of Qatalyst Partners had a telephone call with representatives of Party F to answer additional questions that Party F had regarding Apptio’s business following the October 23, 2018 management presentation and Apptio’s third quarter earnings results.

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Later that same day, Messrs. Gupta, Morrow and Shintaffer and representatives of Qatalyst Partners had a telephone call with representatives of each of Party A and Party C to answer additional questions that Party A and Party C had regarding Apptio’s business based on such parties’ respective due diligence reviews and following the October 22, 2018 management presentation and Apptio’s third quarter earnings results.

Also on the same day, one week before the November 9, 2018 deadline to submit acquisition proposals that was communicated through Qatalyst Partners, Vista submitted a non-binding indication of interest to acquire Apptio for $34.00 per share, which submission included an initial draft of the Merger Agreement prepared by representatives of Kirkland & Ellis LLP (“Kirkland”), legal counsel to Vista. Vista advised that its proposal would expire by 9:00 a.m. pacific time on November 5, 2018 should Apptio and Vista not have entered into a definitive agreement by such time on the terms set forth in the initial draft of the Merger Agreement prepared by Kirkland. Kirkland’s initial draft of the Merger Agreement contemplated, among other things, (1) equity commitments from Vista Fund VI for 100% of the purchase price, (2) a 30 day “go-shop” period, (3) a termination fee of 3.5% of the equity value of Apptio in the event of entry by Apptio into an alternative proposal, or 2.0% of the equity value of Apptio in the event of entry by Apptio into an alternative proposal during the “go-shop” period, (4) a limitation on Vista’s liability in connection with the proposed acquisition of Apptio equal to 5.5% of the equity value of Apptio and (5) a limitation on Apptio’s liability in connection with the proposed acquisition of Apptio equal to 3.5% of the equity value of Apptio. That same day, representatives of Kirkland delivered drafts of ancillary transaction documents to representatives of Wilson Sonsini.

Between November 2, 2018 and November 3, 2018, representatives of Qatalyst Partners notified on a no-names basis without discussing any of the terms, representatives of Party A, Party E and Party F that Apptio had received an indication of interest from a third party, and, as a result, the timeline to submit a proposal had been accelerated.

On November 3, 2018, during a meeting, representatives of Party A advised representatives of Qatalyst Partners that Party A remained interested in acquiring Apptio jointly with Party B and Party C, that their collective proposal would be in the “low $30s”, but that the parties required an additional 1-2 weeks to finalize their respective due diligence of Apptio’s business.

That same day, representatives of Party F advised representatives of Qatalyst Partners on a telephone call that Party F remained interested in acquiring Apptio, that its proposal would be to acquire Apptio for a per share price of $30, but that Party F required one or two week(s) of additional due diligence, including a review of Apptio’s revenue pipeline. On the same day, a representative of Party F also spoke with Mr. Gupta to express Party F’s interest in acquiring Apptio.

Also on the same day, the Board of Directors held a special meeting with members of Apptio management, and representatives of Qatalyst Partners and Wilson Sonsini in attendance. A representative of Qatalyst Partners informed the Board of Directors that four parties remained in the strategic process—three financial sponsors (Vista, Parties A and C as a joint bid, and Party F) and one strategic party (Party E). Representatives of Qatalyst Partners updated the Board of Directors that Vista had submitted a proposal on November 2, 2018, one week before the November 9, 2018 deadline, to acquire Apptio for $34 per share and that Vista’s proposal would expire if not accepted by 9:00 a.m. pacific time on November 5, 2018. Representatives of Qatalyst Partners updated the Board of Directors that subsequent to Apptio’s receipt of Vista’s proposal, (1) Party A and Party C indicated to Qatalyst Partners that they remained interested in acquiring Apptio, that their proposal to acquire Apptio would be in the “low $30s”, but that they needed an additional 1-2 weeks to finalize their respective due diligence, (2) Party F had made a verbal offer to acquire Apptio for $30 per share, but that Party F needed an additional week or two of due diligence before it was ready to move forward and (3) Party E was trying to move a scheduled November 8, 2018 management presentation to an earlier date as a result of the expedited timeline. Representatives Qatalyst Partners summarized for the Board of Directors certain aspects of the proposal from Vista, including the “go-shop” provision. The Board of Directors discussed Vista’s proposal and concluded that the proposal was not acceptable. The Board of Directors instructed Apptio management and Qatalyst Partners to

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inform Vista that the Board of Directors would not accept Vista’s proposal. The Board of Directors directed Apptio management and Qatalyst Partners to continue to work with the participants remaining in the strategic process to obtain a higher bid more reflective of Apptio’s intrinsic value. The Board of Directors then discussed the Management Projections prepared by Apptio management. Following such discussion, a representative of Wilson Sonsini discussed with the Board of Directors its fiduciary duties in connection with a sale of Apptio, and as part of such discussion, the Board of Directors determined that no member of the Board of Directors had a conflict with Vista that would prevent him or her from exercising its fiduciary duties in connection with a sale of Apptio.

Also on the same day, Mr. Gupta spoke with a representative of Party E who indicated that Party E was seriously interested in a potential transaction with Apptio, and that although Party E had potential timing constraints, Party E was attempting to prioritize a management meeting. Representatives of Party E were also granted access to a virtual data room to support their due diligence review of Apptio. In subsequent communications, representatives of Qatalyst Partners and Party E agreed to hold the management presentation on November 5, 2018.

Between November 4, 2018 and November 5, 2018 representatives of Qatalyst Partners had telephone calls with representatives of Vista, during which calls, Qatalyst Partners informed Vista that $34 per share was not a proposal that the Board of Directors was prepared to accept, and Vista advised representatives of Qatalyst Partners that Vista was reviewing its valuation of Apptio, but that in any event, there would be no transaction if the parties have not executed a merger agreement by the end of the week of November 5, 2018.

On November 5, 2018, Apptio held a management presentation for various representatives of Party E with representatives of Qatalyst Partners present. Messrs. Gupta and Shintaffer presented to Party E regarding business, financial and technical aspects of Apptio. Representatives of Party E advised that they would reach out to Qatalyst Partners to discuss next steps.

On November 6, 2018, the Board of Directors held a special meeting with members of Apptio management, and representatives of Qatalyst Partners and Wilson Sonsini in attendance. A representative of Qatalyst Partners reviewed certain financial aspects of the $34 per share price reflected in Vista’s November 2 ^nd proposal. Representatives of Qatalyst Partners updated the Board of Directors that Qatalyst Partners had, at the direction of the Board of Directors, advised Vista that $34 per share was unacceptable, that Vista was assessing its valuation of Apptio, and that Vista had informed Qatalyst Partners that there would be no deal if Apptio could not agree to terms with Vista before the end of the week of November 5, 2018. Representatives of Qatalyst Partners further updated the Board of Directors that there had been a management meeting with Party E on November 5, 2018 and that Qatalyst Partners and Apptio management were waiting to hear from Party E regarding a proposal to potentially acquire Apptio. The Board of Directors engaged in substantive discussions regarding the options available to Apptio in light of Vista’s $34 per share proposal, the uncertainty regarding whether Party E would deliver a proposal to acquire Apptio, and the Management Projections that reflected the review by the Board of Directors from the November 3, 2018 meeting of the Board of Directors. Following such discussion, representatives of Qatalyst Partners left the meeting and representatives of Wilson Sonsini advised the Board of Directors of its fiduciary duties in connection with a sale of Apptio. The Board of Directors also reviewed the information provided by Qatalyst Partners and determined that there were no conflicts of interest with respect to Qatalyst Partners’ engagement by Apptio as its financial advisor, including rendering a fairness opinion in connection with the Merger. Following such discussion, the Board of Directors indicated to Apptio management that it should target a proposal valuing Apptio at $40 per share, but that the Board of Directors would be willing to evaluate and deliberate if Apptio management or Qatalyst Partners received an offer that was reasonably close thereto.

On the same day, following discussions and communications between Qatalyst Partners and Vista in which representatives of Qatalyst Partners informed Vista that the Board of Directors was not prepared to accept a proposal with a purchase price of less than $40 per share, Vista informed Qatalyst Partners that it was not

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prepared to offer $40 per share to acquire Apptio, and that Vista’s final offer to acquire Apptio was $38 per share, and that such an offer was conditioned on the Merger Agreement (1) containing the following key terms: (a) a go-shop period of 30 days, (b) a termination fee of 3.0% of the equity value of Apptio in the event of entry by Apptio into an alternative proposal, or 1.5% of the equity value of Apptio in the event of entry by Apptio into an alternative proposal during the “go-shop period, (c) a limitation on Vista’s liability in connection with the proposed acquisition of Apptio equal to 7.0% of the equity value of Apptio, and (d) a limitation on Apptio’s liability in connection with the proposed acquisition of Apptio equal to 3.0% of the equity value of Apptio, and (2) otherwise reflecting largely the same terms that were set forth in the initial draft prepared by Kirkland and delivered to Qatalyst Partners on November 2, 2018. The key terms of the Merger Agreement reflected in Vista’s “final offer” were consistent with Apptio’s proposals on such terms that had previously been communicated to Vista through Qatalyst Partners, except that (i) Apptio preferred for the go-shop period to be 45 days and (ii) the 1.5% go-shop break-fee was higher than the 1.25% go-shop break-fee proposed by Apptio.

Later that same day, the Board of Directors held a second special meeting to discuss Vista’s new proposal, with members of Apptio management, and representatives of Qatalyst Partners and Wilson Sonsini in attendance. A representative of Qatalyst Partners updated the Board of Directors that Vista agreed to $38 per share only following extensive discussions and negotiations with Qatalyst Partners, and that Vista’s proposal was conditioned on the Merger Agreement containing the key terms and features described in the immediately preceding paragraph. Qatalyst Partners reviewed with the Board of Directors certain financial aspects of Vista’s $38 per share proposal. The Board asked Qatalyst Partners for an update regarding the remaining participants in the strategic process and representatives of Qatalyst Partners advised that Party E was the only party remaining, but that Party E had not yet provided any formal response following the completion of the meeting the previous day between Party E and Apptio management. The Board of Directors engaged in a substantive discussion regarding Vista’s revised offer, and informed Apptio management that the Board of Directors supported Vista’s offer at $38 per share, with the Merger Agreement reflecting the key terms outlined in Vista’s final offer as described in the immediately preceding paragraph. A representative of Wilson Sonsini led the Board of Directors through a discussion of its fiduciary duties in a sale of Apptio and the steps that remained to sign the Merger Agreement. The Board of Directors directed Apptio management to instruct Wilson Sonsini to deliver (i) a revised draft of the Merger Agreement that reflected the key terms outlined in Vista’ final offer and other customary modifications as necessary in the judgment of Wilson Sonsini and (ii) revised ancillary transaction documents to Kirkland.

On November 7, 2018, a representative of Party E called a representative of Qatalyst Partners to convey that Party E was impressed by Apptio and its technology, but that it would need weeks to conduct additional diligence before it would be in a position make an offer to acquire Apptio.

On November 7, 2018, Wilson Sonsini delivered revised drafts of the Merger Agreement and ancillary transaction documents to Kirkland. The revised draft of the Merger Agreement delivered by Wilson Sonsini, among other things, (1) updated the termination fee, go-shop break fee and limitation of Vista liability provisions to reflect the key terms set forth in Vista’s “final offer” on November 6, 2018 as approved by the Board of Directors, (2) prohibited Vista (from the date of the Merger Agreement until the effective time of Merger) from making or entering into or agreeing to enter into any arrangement or understanding with any executive officer of Apptio regarding any continuing employment or consulting relationship with the Surviving Corporation, except to the extent approved by the Board of Directors, (3) modified certain limitations with respect to Apptio’s no-shop obligations and (4) provided additional flexibility for the operation of Apptio’s business operations in the period between the signing of the Merger Agreement and the consummation of the Merger.

Between November 7, 2018 and November 9, 2018, the parties and representatives of Wilson Sonsini and Kirkland negotiated and finalized the remaining open issues in the Merger Agreement, and representatives of Wilson Sonsini and Kirkland also finalized the ancillary transaction documents.

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In addition, Vista, assisted by Deloitte and Kirkland, conducted confirmatory due diligence on topics including legal, accounting and tax. To support their due diligence, additional information was uploaded to the virtual data room for their review.

On November 9, 2018, the Board of Directors held a special meeting to consider the terms of the proposed transaction with members of Apptio management and representatives of Qatalyst Partners and Wilson Sonsini in attendance. Representatives of Wilson Sonsini addressed the Board of Directors’ fiduciary duties in connection with a sale of Apptio, summarized the strategic process led by Apptio management with the assistance of Qatalyst Partners, reviewed the terms of the draft Merger Agreement circulated prior to the Board of Directors meeting, and led the Board of Directors through a discussion regarding the resolutions it would adopt to approve the Merger Agreement and the Merger. Qatalyst Partners then reviewed its financial analysis of the merger consideration to be received holders of shares of Apptio common stock and rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of November 9, 2018 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock (other than Excluded Shares, which include, for example, shares of common stock owned by Apptio stockholders who have properly and validly exercised their statutory rights of appraisal under Section 262 of the DGCL), other than Vista or any affiliates of Vista, was fair, from a financial point of view, to such holders. For more information about Qatalyst Partners’ opinion, see below under the caption “The Merger—Fairness Opinion of Qatalyst Partners LP”. After discussing potential reasons for and against the proposed transaction (see below under the caption “The Merger—Recommendations of the Board of Directors and Reasons for the Merger”), the Board of Directors unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were fair to, advisable and in the best interests of Apptio and its stockholders. The Board of Directors therefore adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and recommended that Apptio’s stockholders vote to approve the Merger Agreement at any meeting of stockholders to be called for the purposes of acting thereon

On the evening of Friday, November 9, 2018, the parties executed the Merger Agreement and the related agreements in connection with the transaction, and issued a joint press release on the evening of Sunday, November 11, 2018 announcing the transaction.

On November 12, 2018, at the direction of the Board of Directors, representatives of Qatalyst Partners began contacting potential counterparties to an alternative transaction with Apptio in connection with the go-shop period. As of the date of this Proxy Statement, representatives of Qatalyst Partners have contacted 17 strategic parties and 21 financial sponsors in connection with the go-shop period.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Apptio and its stockholders; and (2) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with the Apptio management, its financial advisor and its outside legal counsel. In recommending that stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

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The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement based upon the totality of the information presented to and considered by the Board of Directors.

Fairness Opinion of Qatalyst Partners

Apptio retained Qatalyst Partners to act as financial advisor to our Board of Directors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, was fair, from a financial point of view, to such holders. Apptio selected Qatalyst Partners to act as Apptio’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation, its knowledge of Apptio’s business and the industry in which Apptio operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of our Board of Directors on November 9, 2018, Qatalyst Partners rendered to our Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of November 9, 2018 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated November 9, 2018, to our Board of Directors.

The full text of the opinion of Qatalyst Partners, dated as of November 9, 2018, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to our Board of Directors and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation to any Apptio stockholder as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Apptio common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

For purposes of the opinion set forth therein, Qatalyst Partners reviewed the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial information of Apptio. Qatalyst Partners also reviewed certain forward-looking information relating to Apptio

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prepared by senior management of Apptio, including the Management Projections, described more fully below. Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Apptio with senior management of Apptio. Qatalyst Partners also reviewed the historical market prices and trading activity for Apptio common stock and compared the financial performance of Apptio and the prices and trading activity of Apptio common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as it deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Apptio. With respect to the Management Projections, Qatalyst Partners was advised by Apptio’s management, and Qatalyst Partners assumed, that the Management Projections had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Apptio of the future financial performance of Apptio and other matters covered thereby. Qatalyst Partners assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Apptio or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Apptio or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Apptio as to the existing and future technology and products of Apptio and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice. Qatalyst Partners’ opinion does not constitute a recommendation as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Apptio common stock will trade at any time.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion did not address the underlying business decision of Apptio to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Apptio. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Apptio or any of its affiliates, or any class of such persons, relative to such consideration at any time.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated November 9, 2018. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the consensus of third-party research analysts’ projections (“Analyst Projections”) and the Management Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

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Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a potential, present value of per share values for Apptio common stock as of September 30, 2018 by:

Based on the calculations set forth above, this analysis implied a range of per share values for Apptio common stock of approximately $28.88 to $44.25.

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Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for Apptio with publicly available information and public market multiples for selected companies. The companies used in this comparison are listed below, and were selected by Qatalyst Partners in its professional judgment, based on factors including, among other things, that they are publicly traded companies in similar lines of business to Apptio, having a similar business model, having similar financial performance, or having other relevant or similar characteristics.

Based upon the Analyst Projections as of November 8, 2018 for calendar year 2019, and using the closing prices as of November 8, 2018 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully-diluted enterprise value divided by the estimated consensus revenue for calendar year 2019 (the “CY2019E Revenue Multiples”) for each of the selected companies.

The CY2019E Revenue Multiple for Apptio was 4.3x based on the Analyst Projections, and the fully-diluted enterprise value of Apptio was calculated using the closing price of Apptio as of November 8, 2018.

Based on an analysis of the CY2019E Revenue Multiples for each of the selected companies, Qatalyst Partners selected a representative range of 4.0x to 7.0x and applied this range to Apptio’s estimated calendar year 2019 revenue based on each of the Analyst Projections and the Management Projections. In addition, for the purpose of this analysis, Qatalyst Partners calculated Apptio’s enterprise value assuming Apptio’s cash net of outstanding convertible debt and capital leases as of September 30, 2018, as reflected in the Apptio 10-Q. Based on the calculations set forth above, the Fully Diluted Shares and assuming net share settlement of in-the-money convertible debt, this analysis implied a range of per share values for Apptio common stock of approximately $24.01 to $39.57 based on the Analyst Projections and approximately $24.10 to $39.73 based on the Management Projections.

No company included in the selected companies analysis is identical to Apptio. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Apptio, such as the impact of competition on Apptio’s business and the industry in general, industry growth and the absence of any material adverse change in Apptio’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

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For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of (a) the revenue of the target company for the last twelve-month period (“LTM Revenue Multiple”), and (b) the revenue of the target company for the next-twelve month period (“NTM Revenue Multiple”), as reflected in certain publicly available financial statements, research analyst reports and press releases.

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Based on an analysis of the LTM Revenue Multiple for each of the selected transactions, and the application of its professional judgment, Qatalyst Partners selected a representative range of 6.0x to 10.0x and applied that range to Apptio’s revenue for the last twelve-month period ended on September 30, 2018, as provided by Apptio’s management. Based on the calculations set forth above, the Fully Diluted Shares and assuming cash settlement of outstanding convertible debt, this analysis implied a range of per share values for Apptio common stock of approximately $29.21 to $45.76.

Based on an analysis of the NTM Revenue Multiple for each of the selected transactions, and the application of its professional judgment, Qatalyst Partners selected a representative range of 5.0x to 8.5x and applied that range to Apptio’s estimated revenue for the next twelve-month period ending on September 30, 2019 reflected in the Analyst Projections as of November 8, 2018. Based on the calculations set forth above, the Fully Diluted Shares and assuming cash settlement of outstanding convertible debt, this analysis implied a range of per share values for Apptio common stock of approximately $28.27 to $45.07.

No company or transaction utilized in the selected transactions analysis is identical to Apptio or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond Apptio’s control, such as the impact of competition on Apptio’s business or the industry generally, industry growth and the absence of any material adverse change in Apptio’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by our Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Apptio. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Apptio’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, to such holders. This analysis does not purport to be an appraisal or to reflect the price at which Apptio common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to our Board of Directors was one of many factors considered by our Board of Directors in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our Board of Directors with respect to the Merger

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Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Apptio common stock, other than Parent or any affiliates of Parent, or of whether our Board of Directors would have been willing to agree to different consideration. The Merger Consideration payable in the Merger was determined through arm’s-length negotiations between Apptio and Parent and was unanimously approved by our Board of Directors. Qatalyst Partners provided advice to Apptio during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Apptio or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Apptio, Parent or certain of their respective affiliates. Other than as set forth below, during the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Apptio or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates, other than a fee of approximately $7 million received by an affiliate of Qatalyst Partners in connection with acting as financial advisor to Vista, an affiliate of Parent, in connection with Vista’s acquisition of iCIMS, Inc. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Apptio, Parent or Vista and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Qatalyst Partners provided Apptio with financial advisory services in connection with the proposed Merger for which it will be paid approximately $29 million, $3 million of which was payable upon the delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. Apptio has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Apptio has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Management Projections

In connection with the strategic process as described in this proxy statement, Apptio management made available a set of financial projections for the fourth quarter of 2018 and calendar years 2019-2023 (the “Management Projections”) for use in connection with the financial analyses performed by Qatalyst Partners in connection with delivering its fairness opinion to the Board of Directors. The Management Projections were also presented to the Board of Directors in connection with its consideration of the Merger and other strategic alternatives to it and were referred to by Qatalyst Partners in their advice to the Board of Directors during the strategic review process. The Management Projections were the only financial forecasts with respect to Apptio reviewed by the Board of Directors and provided by Apptio management and approved by the Board of Directors for use by Qatalyst Partners in performing its financial analysis during the strategic review process. A subset of the Management Projections were delivered to Vista to assist with its due diligence review.

The following table presents the Management Projections:

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The Management Projections were developed by Apptio management without giving effect to the Merger and the other transactions contemplated by the Merger Agreement, and therefore the Management Projections do not give effect to the Merger and the other transactions contemplated by the Merger Agreement or any changes to our operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context

Apptio does not as a matter of course make public long-term projections as to its future financial performance. The Management Projections are included herein because (1) a subset of the Management Projections was made available to Vista in connection with its due diligence review; (2) the Management Projections were made available to Qatalyst Partners by Apptio management and approved by the Board of Directors for use in connection with its financial analysis as described in the section of this proxy statement captioned “The Merger—Fairness Opinion of Qatalyst Partners LP” and (3) the Management Projections were made available to the Board of Directors in connection with its consideration of the Merger and other strategic alternatives available to Apptio. The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or GAAP, or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of Apptio management, the Management Projections have been reasonably prepared by Apptio management on bases reflecting the best currently available estimates and judgments of Apptio management of the future financial performance of Apptio and other matters covered thereby. However, the information contained in the Management Projections is not fact and should not be relied upon as being necessarily indicative of future results.

Although the Management Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by Apptio management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, Apptio’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Apptio’s reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections cover several years and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by Apptio’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change. The Management Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections should not be regarded as an indication that Apptio, Qatalyst Partners, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received

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this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections herein should not be deemed an admission or representation by Apptio that Apptio views such Management Projections as material information; in fact Apptio views the Management Projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by Apptio or any other person regarding the Management Projections or Apptio’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about us contained in Apptio’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

Neither Apptio’s independent auditor nor any other independent accountant has compiled, examined, or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Subscription Revenue, Non-GAAP Gross Profit, Non-GAAP Operating Income and Unlevered Free Cash Flow contained in the Management Projections set forth above, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The summary of such information above is included solely to give stockholders access to the information that was made available to Qatalyst Partners, Vista and Apptio’s Board of Directors, and is not included in this proxy statement in order to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of Apptio common stock.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Apptio does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Interests of Apptio’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders. These interests are described in more detail and, where applicable, are quantified in the narrative below.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of,

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the Surviving Corporation or one or more of its affiliates. Except as approved by the Board of Directors, from the date of the Merger Agreement, to the earlier of the termination of the Merger Agreement or the Effective Time, Parent and Merger Sub covenant not to, and covenant to not permit any of their subsidiaries or respective affiliates to, authorize, make or enter into, any arrangements or understandings (formal or informal, binding or otherwise) with any executive officer of Apptio (1) regarding any continuing employment or consulting relationship with the Surviving Corporation or (2) pursuant to which any such executive officer would be entitled to receive consideration of a different amount or nature than Apptio stockholders, or (3) pursuant to which any such executive officer (directly or indirectly) would agree to provide equity investment to finance any portion of the Merger. Prior to and following the closing of the Merger, however, certain of our executive officers may have discussions, and following the closing of the Merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

The Surviving Corporation and Parent will indemnify, defend and hold harmless, and advance expenses to current or former directors, officers and employees of Apptio with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with the Merger Agreement or the transactions contemplated thereby), to the fullest extent that Apptio would be permitted by applicable law and to the fullest extent required by the organizational documents of Apptio or its subsidiaries as in effect on the date of the Merger Agreement. Parent will cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the current or former directors, officers and employees of Apptio and its subsidiaries than those set forth in Apptio’s and its subsidiaries’ organizational documents as of the date of the Merger Agreement. The Surviving Corporation and its subsidiaries will not, for a period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner that would adversely affect the rights of the current or former directors, officers and employees of Apptio and its subsidiaries.

The Merger Agreement also provides that prior to the Effective Time, Apptio may purchase a six-year prepaid “tail” policy on the same terms and conditions as Parent would be required to cause the Surviving Corporation and its subsidiaries to purchase as discussed below. Apptio’s ability to purchase a “tail” policy is subject to a cap on the premium equal to 300% of the aggregate annual premiums currently paid by the Apptio for its existing directors’ and officers’ liability insurance and fiduciary insurance for its last full fiscal year. If Apptio does not purchase a “tail” policy prior to the Effective Time, for at least six years after the Effective Time, Parent will (1) cause the Surviving Corporation and its other subsidiaries to maintain in full force and effect, on terms and conditions no less advantageous to the current or former directors, officers and employees of Apptio and its subsidiaries, the existing directors’ and officers’ liability insurance and fiduciary insurance maintained by the Apptio as of the date of the Merger Agreement; and (2) not, and will not permit the Surviving Corporation or its other subsidiaries to, take any action that would prejudice the rights of, or otherwise impede recovery by, the beneficiaries of any such insurance, whether in respect of claims arising before or after the Effective Time. The “tail” policy will cover claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement. The obligation of Parent or the Surviving Corporation, as applicable, is subject to an annual premium cap of 300% of the aggregate annual premiums currently paid by Apptio for such insurance, but Parent or the Surviving Corporation will purchase as much of such insurance coverage as possible for such amount. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

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Treatment of Company Options, Company RSUs, and Company PSUs

The Company from time to time has granted awards under Apptio’s 2007 Stock Plan, 2011 Executive Equity Incentive Plan, or 2016 Equity Incentive Plan (the “Company Equity Plans”), of options to purchase shares of our common stock (a “Company Option”), restricted stock units covering shares of our common stock (a “Company RSU”), and performance-based restricted stock units covering shares of our common stock (a “Company PSU”).

As of November 15, 2018, there were 2,173,053 shares of common stock subject to outstanding Company Options, 414,070 shares of common stock subject to outstanding Company RSUs (excluding 14,336 shares subject to the Company RSUs that vested on that date), and 74,500 shares of common stock subject to outstanding Company PSUs (at target and maximum), in each case, held by our directors and executive officers, as a group.

At the Effective Time, each Company Option, Company RSU, and Company PSU that is unexpired, unexercised, outstanding and vested as of immediately before the Effective Time or that vests solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) will be cancelled and automatically converted into the right to receive a cash amount equal to the product of: (1) the total number of shares of common stock subject to the Vested Award, multiplied by (2) $38.00 (or, for each Company Option, the excess, if any, of $38.00 over the Company Option’s per share exercise price), subject to any required tax withholdings (the “Vested Award Cash-out Payment”).

At the Effective Time, each Company Option, Company RSU, and Company PSU that is unexpired, unexercised, and outstanding as of immediately before the Effective Time that is not a Vested Award (each, an “Unvested Award”) will be cancelled and automatically converted into the right to receive the Cash Replacement Amount, subject to the vesting conditions described below. The Cash Replacement Amount will be equal to the product of: (1) the total number of shares of common stock subject to the Unvested Award, multiplied by (2) $38.00 (or, for each Company Option, the excess, if any, of $38.00 over the Company Option’s per share exercise price), subject to any required tax withholdings. For these purposes, the total number of shares of common stock subject to each Company PSU will be (x) 100% of the target number of shares subject to the Company PSU, if the Effective Time occurs before December 31, 2018, or (y) if the Effective Time occurs on or after December 31, 2018, then 100% of the number of shares subject to the Company PSU that become eligible to vest upon measurement, by the Board of Directors or its Compensation Committee on or before the date of the Closing of the Merger, of actual performance achieved against the relevant performance criteria under the applicable Company PSU agreement. The Cash Replacement Amount will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to the cancelled Unvested Award in effect immediately before the Effective Time, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. If the vesting conditions are satisfied, the Cash Replacement Amount generally will be paid at the same time(s) as the cancelled Unvested Award would have vested according to its terms subject to any applicable administrative or ministerial changes.

Any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than $38.00 will be cancelled immediately upon the Effective Time without payment or consideration.

The Company Equity Plans will terminate as of the Effective Time.

Payments Upon Termination At or Following Change in Control

Executive Change in Control Severance Plan

We have entered into a participation agreement with each of our executive officers pursuant to which the executive officer has become a participant in our Executive Change in Control Severance Plan (the “Change in

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Control Plan”). Under the Change in Control Plan, if, during the period from the date of our change in control (as defined in the Change in Control Plan and which includes the Merger) until 12 months following the change in control, the executive officer’s employment is terminated by us or Parent (or any parent or subsidiaries of ours or Parent) for any reason other than Cause (as defined in the Change in Control Plan), death or disability, or by him for Good Reason (as defined in the Change in Control Plan), the executive officer will receive the following severance benefits, subject to signing and not revoking a release of claims in our favor and continuing to comply with the release (which includes a requirement for continued compliance with confidentiality obligations, as well as a non-solicitation of employees and non-competition obligation for a period of 12 months following employment termination):

The table below sets forth, for each of our executive officers, the estimated value of the payments and benefits the executive officer would receive under the Change in Control Plan upon a qualifying termination of employment based on his annualized base salary and annualized target bonus as of November 15, 2018, and the estimated cost of reimbursements for continued coverage under the applicable Apptio health plans.

In addition, the Change in Control Plan provides that, if any payment or benefits provided to an executive officer (regardless of whether they are provided under the Change in Control Plan or under any other arrangements) would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and therefore would be subject to an excise tax under Section 4999 of the Code, then such payments and benefits will be either (1) reduced to the largest portion of the payments and benefits that would result in no portion of the payments and benefits being subject to the excise tax; or (2) not reduced,

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whichever, after taking into account all applicable federal, state and local income taxes and the excise tax, results in the applicable executive officer’s receipt, on an after-tax basis, of the greater amount of payments and benefits.

Under the Change in Control Plan, the following definitions are used:

Equity Awards Held by Apptio’s Executive Officers and Non-employee Directors

As discussed above, at the Effective Time, each Vested Award (including those held by our executive officers and non-employee directors) will be cancelled and automatically converted into the right to receive the Vested Award Cash-out Payment, and each Unvested Award (including those held by our executive officers) will be cancelled and automatically converted into the right to receive the Cash Replacement Amount, subject to the vesting conditions (including any accelerated vesting on specific terminations of employment) and payment terms described above.

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Pursuant to the terms of our 2016 Equity Incentive Plan (the “2016 Plan”), awards granted under the 2016 Plan to non-employee directors will fully vest in the event of a Change in Control (as defined in the 2016 Plan and which includes the Merger). With respect to all other awards granted to our non-employee directors, the award agreements governing the awards provide that the awards fully vest in the event of a Change in Control (as defined in the award agreements and which includes the Merger).

Under the terms of the equity award agreements governing each of the Unvested Awards held by each of the executive officers that were granted before November 6, 2015, in the event of a Change in Control (as defined in the award agreement and which includes the Merger), vesting with respect to 25% of the total number of shares originally subject to the Unvested Award will accelerate immediately before the Change in Control (which, based on each such Unvested Award already being substantially vested in accordance with its vesting schedule, would result in the Unvested Award becoming fully vested).

Under the terms of the equity award agreements governing each of the Unvested Awards held by each of the executive officers that were granted on or after November 6, 2015, if the executive officer’s service is terminated by Apptio or its successor without Cause upon or at any time following a Change in Control (as defined in the award agreement and which includes the Merger), or by the executive officer for Good Reason (as such terms are defined in the award agreement) upon or within 365 days following a Change in Control, then vesting with respect to 100% of the then-unvested shares subject to the Unvested Award will accelerate. Upon such a termination of an executive officer’s service, this accelerated vesting would apply to his Cash Replacement Amounts.

Under the equity award agreements governing the Unvested Awards held by our executive officers granted on or after November 6, 2015, the following definitions are used:

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Equity Interests of Apptio’s Executive Officers and Non-employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards held by each of Apptio’s executive officers and non-employee directors, that are outstanding as of November 15, 2018. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Per Share Merger Consideration (minus the applicable per share exercise price for any Company Options). No additional shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

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Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financial condition.

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $1.9 billion. This amount includes the funds needed to: (1) pay stockholders the amounts due under the Merger Agreement; (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement; and (3) pay all fees and expenses payable by Parent and Merger Sub under the Merger Agreement.

Equity Financing

Pursuant to the Equity Commitment Letter, Vista Fund VI has agreed to provide Parent with an equity commitment of up to $1.9 billion available to fund the aggregate purchase price and, together with cash on hand at Apptio, to pay the fees and expenses required to be paid at the Closing of the Merger by Apptio, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement.

The Equity Commitment Letter provides, among other things, that: (1) Apptio is an express third party beneficiary thereof in connection with Apptio’s exercise of its rights related to specific performance under the

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Merger Agreement; and (2) Parent and Vista Fund VI will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third party beneficiary rights. The Equity Commitment Letter may not be waived, amended or modified except by a written instrument signed by Parent, Vista Fund VI and Apptio.

Limited Guaranty

Pursuant to the Limited Guaranty, Vista Fund VI has agreed to guarantee the due, punctual and complete payment of all of the liabilities and obligations of Parent or Merger Sub under the Merger Agreement, including, but limited to: (1) the indemnification obligations of Parent and Merger Sub in connection with any costs, expenses or losses incurred or sustained by Apptio in connection with its cooperation with the arrangement of any potential debt financing; and (2) the documented and reasonable out-of-pocket costs and expenses incurred by Apptio in connection with the cooperation of Apptio with the potential arrangement of any potential debt financing. We refer to the obligations set forth in clauses (1) and (2) of the preceding sentence as the “Reimbursement Obligations,” and to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.”

The obligations of Vista Fund VI under the Limited Guaranty are subject to an aggregate cap equal to $135.66 million, plus the Reimbursement Obligations.

Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of:

The Voting and Support Agreement

The following summary describes the material provisions of the voting agreement. The description of the voting agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the voting agreement, the form of which is attached to this proxy statement as Annex D and incorporated into this proxy statement by reference. We encourage you to read the form of voting agreement carefully and in its entirety because this summary may not contain all the information about the voting agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the voting agreement and not by this summary or any other information contained in this proxy statement. Concurrently with the execution of the Merger Agreement, Parent and Merger Sub have entered into the Voting Agreement with our President and Chief Executive Officer, Sachin Gupta, and a trust affiliated with Mr. Gupta (collectively, the “Voting Agreement Stockholders”). As of the Record Date, the Voting Agreement Stockholders held, in the aggregate, approximately [11.4]% of the outstanding shares of Apptio’s common stock (and approximately [11.2]% when taking into account Company Options, Company RSUs, and Company PSUs held, in the aggregate, by the Voting Agreement Stockholders).

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Voting Provisions

Under the Voting Agreement, the Voting Agreement Stockholders have agreed, subject to the terms and conditions in the Voting Agreement and during the term of the Voting Agreement, to vote all of their shares of common stock (1) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement and/or (2) against any acquisition proposal or any action or agreement which would reasonably be expected to result in any of the conditions to Apptio’s obligations to consummate the Merger as specified in the Merger Agreement not being fulfilled or any alternative acquisition proposals.

Restrictions on Transfer

Pursuant to the Voting Agreement, absent the prior written consent of Parent, the Voting Agreement Stockholders have agreed that until the termination of the Voting Agreement, the Voting Agreement Stockholders will not, directly or indirectly: (a) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, enter into any derivative arrangement with respect to, or create any lien or encumbrance on or enter into any agreement with respect to any of the foregoing (“Transfer”), any of their shares of common stock; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to their shares of common stock with respect to any matter that is in contravention of the applicable Voting Agreement; or (d) deposit any of their shares of common stock into a voting trust or enter into a voting agreement or arrangement with respect to their shares of common stock that is in contravention of the applicable Voting Agreement. Pursuant to the Voting Agreement, a party may make a Transfer to certain permitted transferees, but only if such permitted transferee agrees in writing to be bound by the terms of the applicable Voting Agreement as if the transferee were a party thereto before such Transfer occurs.

Termination

The Voting Agreement terminates automatically upon the earliest to occur of: (1) the termination of the Merger Agreement; (2) the Effective Time; (3) any change to the terms of the Merger without the prior written consent of the Voting Agreement Stockholders that results in a decrease to the merger consideration or an adverse effect on the Voting Agreement Stockholders relative to other Apptio stockholders; or (4) the mutual written consent of Parent and the Voting Agreement Stockholders.

Closing and Effective Time

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal

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or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of common stock unless otherwise expressly noted herein. Only a holder of record of shares of common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, holders of shares of common stock who: (1) submit a written demand for appraisal of their shares, (2) do not vote in favor of the adoption of the Merger Agreement; (3) continuously are the record holders of such shares through the Effective Time; and (4) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Merger Consideration in respect of the shares of common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Apptio’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Apptio believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

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In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of common stock wishing to exercise appraisal rights must deliver to Apptio, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Apptio stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record, and must reasonably inform Apptio of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT

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WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

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

Apptio, Inc.

11100 NE 8 ^th Street, Suite 600

Bellevue, Washington 98004

Attention: Investor Relations

Any holder of shares of common stock who has delivered a written demand to Apptio and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Apptio a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within 60 days after the Effective Time. If Apptio, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share merger consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in

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the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any holder of shares of common stock who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Apptio has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Court. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

Determination of Fair Value

After determining the holders of common stock entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

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In Weinberger  v. UOP, Inc. , the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “ [ f ] air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede  & Co.  v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [ that ] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Apptio believes that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration . Neither Apptio nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of Apptio and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration, without interest. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the

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stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a stockholder in light of its particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

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

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

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

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

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

Non-U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of common stock that is, for U.S. federal income tax purposes:

Special rules, not discussed herein, may apply to certain Non-U.S. Holders, such as:

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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Information Reporting and Backup Withholding

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

The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders of common stock. Stockholders should consult their own tax advisors as to the particular tax consequences to them of exchanging their common stock for cash pursuant to the Merger under any federal, state, local or non-U.S. tax laws.

Regulatory Approvals Required for the Merger

General

Apptio and Parent have agreed to take all action necessary to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include, for example, approval under, or notifications pursuant to, the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Apptio and Vista Fund VI file a notification and report form with the FTC and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Apptio and Vista Fund VI made the necessary filings with the FTC and the Antitrust Division of the DOJ on November 16, 2018.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

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Other Regulatory Approvals

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

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