SILK Silk Road Medical Inc

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

(Name of Registrant as Specified In Its Charter)

 

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

Payment of Filing Fee (Check all boxes that apply):

 

[ ], 2024

Dear Stockholders of Silk Road Medical, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, including any adjournments or postponements thereof, as the “special meeting”) of Silk Road Medical, Inc. (which we refer to as “Silk Road,” “we,” “our,” “us” or similar words), which will be held at [ ], Pacific Time, on [ ], 2024 via a live interactive webcast at www.virtualshareholdermeeting.com/SILK24SM. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated June 17, 2024 (which we refer to, as it may be amended, modified, supplemented or waived from time to time, as the “merger agreement”), by and among Silk Road, Boston Scientific Corporation, a Delaware corporation (which we refer to as “Boston Scientific”) and Seminole Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Boston Scientific (which we refer to as “Merger Sub”), pursuant to which Merger Sub will merge with and into Silk Road (which we refer to as “merger”), with Silk Road surviving the merger and becoming a wholly owned subsidiary of Boston Scientific. At the special meeting, you will also be asked to consider and vote on (1) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger, and (2) a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $27.50 in cash, without interest and subject to applicable withholding taxes, for each share of Silk Road common stock that you own immediately prior to the time at which the merger will become effective (unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights). The merger consideration of $27.50 in cash represents a premium of (1) approximately 38 percent to the volume-weighted average share price of our common stock over the 60 days prior to the public announcement of the merger agreement on June 18, 2024, and (2) approximately 27 percent to the closing price of $21.67 of our common stock on June 17, 2024, the last trading day prior to the announcement of the merger agreement.

Silk Road’s Board of Directors, after considering the factors more fully described in the accompanying proxy statement, has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interest of, Silk Road and its stockholders.

Silk Road’s Board of Directors unanimously recommends, on behalf of Silk Road, that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” the approval of a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The proxy statement to which this notice is attached provides detailed information about the special meeting, the merger agreement, the merger, the actions and determinations of Silk Road’s Board of Directors in connection with its evaluation of the merger agreement and the merger and the other proposals to be considered at the special meeting. A copy of the merger agreement, as well as the certificate of incorporation of the surviving

corporation in the merger included as an exhibit to the merger agreement, is attached as Annex A to the proxy statement. All such documents are considered attached to this notice.

Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or attend the special meeting, your shares will not be voted at the special meeting, and that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

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

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

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

D.F. King & Co., Inc.

On behalf of Silk Road’s Board of Directors, we thank you for your support and appreciate your consideration of this matter.

Sincerely,

The accompanying proxy statement is dated [ ], 2024 and, together with the enclosed form of proxy card, is first being sent to our stockholders on [ ], 2024.

 

Notice is hereby given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Silk Road Medical, Inc., a Delaware corporation (which we refer to as “Silk Road,” “we,” “our,” “us” and similar words), will be held on [ ], 2024, at [ ], Pacific Time, for the following purposes:

The proxy statement to which this notice is attached includes a summary of the merger agreement. A copy of the merger agreement, as well as the certificate of incorporation of the surviving corporation in the merger included as an exhibit to the merger agreement, is attached as Annex A to the proxy statement. All such documents are considered attached to this notice. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

The special meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SILK24SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at [ ], Pacific Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Silk Road stockholders as of the close of business on [ ], 2024, are entitled to notice of, and to vote at, the special meeting. A list of Silk Road stockholders entitled to vote at the special meeting will be available in our principal executive offices located at 1213 Innsbruck Drive, Sunnyvale, CA 94089 during regular business hours for a period of no less than ten (10) days ending on the day before the special meeting.

Silk Road’s Board of Directors unanimously recommends, on behalf of Silk Road, that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Silk Road stockholders of record or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together

with interest (as described in the accompanying proxy statement), if any, to be paid on the amount determined to be “fair value”) in lieu of receiving $27.50 in cash without interest and subject to applicable withholding taxes, pursuant to the terms of the merger agreement for each share of our common stock that they own if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as “Section 262” and the “DGCL”). To do so, a Silk Road stockholder of record or beneficial owner must properly demand appraisal before the vote is taken to adopt the merger agreement and comply with all other requirements of the DGCL, and not validly withdraw their demands or lose their appraisal rights under the applicable provisions of the DGCL, and certain other conditions must be met, which are summarized in the accompanying proxy statement. A copy of Section 262, which details the appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be voted at the special meeting, and that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

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

BY ORDER OF THE BOARD OF DIRECTORS

 

Kevin M. Klemz

and Secretary

 

Sunnyvale, California

[ ], 2024

 

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE).

You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote by virtual ballot in person at the special meeting, your shares will not be voted at the special meeting and have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted.

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

If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” all three proposals.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety, as they contain important 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, please contact Silk Road’s proxy solicitor:

D.F. King & Co., Inc.

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

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

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

For more information, please see “The Merger Agreement—Merger Consideration—Treatment of Silk Road Equity Awards and the ESPP in the Merger.”

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

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at the special meeting.

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

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the outcome of either of the proposals described above, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” these proposals. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at the special meeting.

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

In specified circumstances in which the merger agreement is terminated, Silk Road has agreed to pay Boston Scientific a termination fee. And in other specified circumstances in which the merger agreement is terminated, Boston Scientific has agreed to pay Silk Road a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”

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

For further information, see the section of this proxy statement captioned “Proposal No. 2: Advisory Approval of Merger-Related Executive Compensation.”

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

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals.

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

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

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

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement but will have no effect on the (1) proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to Silk Road’s named executive officers in connection the merger, and (2) proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting.

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

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

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

If you hold your shares of our common stock in book-entry form, you will not receive a letter of transmittal. Instead, the paying agent will pay you the appropriate portion of the merger consideration in a process that is expected to be automatic to you.

Except in certain specific circumstances (including as a result of the potential application of Section 304 of the Code) described in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” a Non-U.S. holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock

for cash in the merger unless such Non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

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

The merger is currently expected to be completed in the second half of 2024, subject to the satisfaction of the closing conditions under the merger agreement. Because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control, it is possible that the merger will be consummated at a later time or not at all.

Each of Boston Scientific and Silk Road filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) and the U.S. Federal Trade Commission (which we refer to as the “FTC”) in connection with the merger on July 10, 2024. The initial waiting period is 30 days and would therefore expire at 11:59 p.m., Eastern time, on August 9, 2024, though this period may be shortened if the reviewing agency grants “early termination,” may be restarted if Boston Scientific voluntarily withdraws and re-files its Notification and Report Form and may be extended if the reviewing agency issues a “second request.”

In addition to the U.S. antitrust-related clearance discussed above, Silk Road and Boston Scientific may be required to obtain other regulatory clearances and approvals if such clearances or approvals are or become necessary to complete the merger under applicable law.

date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of common stock as determined by the Delaware Court of Chancery; and (2) interest accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Persons who wish to seek appraisal of their shares of common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “The Merger—Appraisal Rights.”

D.F. King & Co., Inc.

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on Silk Road’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include: (1) statements relating to the merger, including the expected timing of the closing of the merger; (2) considerations taken into account by the Silk Road Board in approving the merger; (3) the value of the merger to our stockholders; and (4) expectations for us following the closing or termination of the merger agreement. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “anticipates,” “assumes,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “ongoing” “plans,” “potential,” “predicts,” “positioned,” “projects,” “seeks,” “should,” “target,” “will,” “would” or similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, or the use of future dates. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. There can be no assurance that the merger will in fact be consummated.

These forward-looking statements involve risks and uncertainties, and if any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include those associated with:

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

We will hold the special meeting on [ ], 2024, at [ ], Pacific Time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SILK24SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

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

At the special meeting, we will ask stockholders to vote on the following proposals:

You are entitled to vote at the special meeting if you owned shares of our common stock as of the close of business on the record date.

As of the close of business on the record date, there were [ ] shares of our common stock outstanding and entitled to vote at the special meeting. For each share of our common stock that you owned as of the close of business on the record date, you will have one vote on each matter submitted for a vote at the special meeting.

A list of our stockholders entitled to vote at the special meeting will be available in our principal executive offices located at 1213 Innsbruck Drive, Sunnyvale, CA 94089 during regular business hours for a period of 10 days ending on the day before the special meeting.

A quorum is the minimum number of shares (or holders of shares) required to be present at the special meeting for it to be properly held under our bylaws and the DGCL. The holders of a majority of the voting power of our common stock issued and outstanding and entitled to vote as of the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

The special meeting will begin at [ ], Pacific Time, on [ ], 2024. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time. As the special meeting is virtual, there will be no physical meeting location.

To attend the special meeting, log in at www.virtualshareholdermeeting.com/SILK24SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

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

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of all issued and outstanding shares of our common stock entitled to vote. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

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

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

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” all three proposals being considered at the special meeting. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at 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 your shares of our common stock. Because brokers do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, broker non-votes cannot occur with respect to any of these proposals to be considered at the special meeting. Your bank, broker or other nominee is only permitted to vote your shares of common stock on any proposal currently scheduled to be considered at the special meeting if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares of common stock. Without your instructions, your shares will not be counted for the purpose of obtaining a quorum and your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement but, will have no effect on (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger and (2) a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting.

As of the record date, Silk Road’s directors and executive officers who hold shares of our common stock beneficially owned and were entitled to vote, in the aggregate, [ ] shares of our common stock, representing approximately [ ] percent of all of the shares of our common stock outstanding and entitled to vote at the special meeting.

As of the date of this proxy statement, Silk Road has not been informed that any of our directors or officers intend to vote their shares of our common stock other than: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including 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 “of record” and registered in your name with Silk Road’s transfer agent, Equiniti Trust Company, LLC, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on

the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” will also need to present proof of ownership of shares of our common stock (such as a bank or brokerage account statement) and must also provide a “legal proxy” from their bank, broker or other nominee in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including 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 by completing and returning the voting instruction form provided by your bank, broker or other nominee. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If your shares are held in “street name” and you do not (1) return the voting instruction form provided by your bank, broker or other nominee; (2) vote over the internet or by telephone through your bank, broker or other nominee, if available; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will, in each case, have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the outcome of the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger or a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters, but not on non-routine matters. The proposals to be considered at the special meeting are all non-routine matters, and banks, brokers and other nominees cannot vote on any of these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or other nominee on how you wish to vote your shares.

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

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

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies in accordance with the merger agreement, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting.

The Silk Road Board, after considering various factors described in the section of this proxy statement captioned “The Merger—The Silk Road Board’s Recommendation and Reasons for the Merger,” unanimously: (1) authorized and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and (2) declared that it is advisable and fair to, and in the best interests of Silk Road and our stockholders to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement.

The Silk Road Board unanimously recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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

The expense of soliciting proxies will be borne by Silk Road. We have retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of up to $17,500 plus reasonable out-of-pocket expenses. Generally, we will indemnify this firm against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Silk Road’s directors, officers and employees, personally or by telephone, mail, email, fax or over the internet. No additional compensation will be paid to such directors, officers and employees for such services.

Consummation of the merger is subject to various closing conditions, including, among others, adoption of the merger agreement by the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote thereon as of the record date, the expiration or termination of the required waiting period applicable to the consummation of the merger under the HSR Act, and certain other conditions.

The merger is currently expected to be completed in the second half of 2024, subject to the satisfaction of the closing conditions under the merger agreement. Because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control, it is possible that the merger will be consummated at a later time or not at all.

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

Persons considering seeking appraisal should be aware that the fair value of their shares of our common stock as determined pursuant to Section 262 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 of our common stock.

Only a stockholder of record or a beneficial owner of shares of our common stock may submit a demand for appraisal. To exercise appraisal rights, such person must (1) deliver a written demand for appraisal of such person’s shares to Silk Road before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continuously hold of record or beneficially own such person’s shares through the effective date of the merger; (4) otherwise comply with the procedures for exercising appraisal rights under the DGCL; and (5) not withdraw such person’s demand or otherwise lose such person’s right to appraisal. The failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Silk Road common stock unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262. You may find an electronic copy of Section 262 at the following website, accessible without subscription or cost, which copy is incorporated in this proxy statement by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement or any of the documents incorporated by reference and the actual text of Section 262, the actual text of Section 262 controls. All references in Section 262 and in this summary to a “stockholder” mean a holder of record of stock, unless otherwise expressly noted. All references in Section 262 and in this summary to a “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted. All references in Section 262 and in this summary to a “person” mean any individual, corporation, partnership, unincorporated association or other entity.

For information on exercising appraisal rights, see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

This proxy statement is available at Silk Road’s investor relations website at https://investors.silkroadmed.com/sec-filings. The information included on Silk Road’s website is not incorporated by reference into this proxy statement.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of Silk Road’s disclosure documents at this time, please notify us by sending a written request to Silk Road Medical, Inc., 1213 Innsbruck Drive, Sunnyvale, California 94089, Attention: Investor Relations, or contact Investor Relations by telephone at (855) 410-TCAR (8227).

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of Silk Road’s disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact Silk Road’s Corporate Secretary using the contact method above, if you hold registered shares.

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

D.F. King & Co., Inc.

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

Silk Road was incorporated in the state of Delaware in March 2007. Silk Road is a medical device company focused on reducing the risk of stroke and its devastating impact. We believe a key to stroke prevention is minimally-invasive and technologically advanced intervention to safely and effectively treat carotid artery disease, one of the leading causes of stroke. We have pioneered a relatively new approach for the treatment of carotid artery disease called transcarotid artery revascularization, or TCAR, which we seek to establish as the standard of care. Our products are designed to provide direct access to the carotid artery, effective reduction in stroke risk throughout the procedure and long-term restraint of carotid plaque.

Our common stock is listed on Nasdaq under the symbol “SILK.” Our principal corporate offices are located at 1213 Innsbruck Drive, Sunnyvale, California 94089, and our telephone number is (408) 720-9002.

Boston Scientific is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties, such as cardiology, peripheral interventions, endoscopy, urology and neuromodulation. Boston Scientific’s mission is to transform lives through innovative medical solutions that improve the health of patients around the world. Boston Scientific advances science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare.

Boston Scientific’s common stock is listed on NYSE under the symbol “BSX.” Boston Scientific’s principal corporate offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and its telephone number is (508) 683-4000.

Merger Sub is a Delaware corporation and wholly owned subsidiary of Boston Scientific, formed on June 14, 2024, solely for the purpose of engaging in the merger and the transactions contemplated by the merger agreement and has not engaged in any business activities other than those incident to its formation and in connection with the merger and transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into Silk Road and Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 and its telephone number is (508) 683-4000.

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into Silk Road. As a result, the separate corporate existence of Merger Sub will cease and Silk Road will survive the merger and continue to exist after the merger as a wholly owned subsidiary of Boston Scientific.

The merger will become effective at such day and time as the certificate of merger is duly filed with the Delaware Secretary of State or at a subsequent date and time that Boston Scientific and Silk Road agree and specify in the certificate of merger.

If the merger is not completed for any reason, our stockholders will not receive or be entitled to any payment for their shares of our common stock in connection with the merger. Instead:

In addition, if the merger is not completed, we expect that:

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

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

In specified circumstances in which the merger agreement is terminated, Silk Road has agreed to pay Boston Scientific a termination fee. And in other specified circumstances in which the merger agreement is terminated, Boston Scientific has agreed to pay Silk Road a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees.”

At the effective time, each issued and outstanding share of our common stock (subject to certain limited exceptions set forth in the merger agreement and described below) will be automatically canceled and converted into the right to receive the merger consideration, in accordance with the terms and conditions set forth in the merger agreement. For more information, see the section of this proxy statement captioned “The Merger Agreement—Merger Consideration—Common Stock.”

Dissenting shares will be treated as described under the section of this proxy statement captioned “—Appraisal Rights.” All shares of our common stock held in the treasury of Silk Road, or owned by Merger Sub, Boston Scientific or any direct or indirect wholly owned subsidiary of Boston Scientific will automatically be canceled and no payment or distribution will be made with respect thereto.

Prior to the effective time, Boston Scientific will appoint a bank or trust company approved by Silk Road (which we refer to as the “paying agent”) for the payment of the merger consideration to holders of our common stock upon surrender of their certificates. At or prior to the effective time, Boston Scientific or Merger Sub will deposit with the paying agent, for the benefit of the holders of our common stock, cash in a sufficient amount to pay the aggregate merger consideration required to be paid to our stockholders in the merger.

The Silk Road Board, together with Silk Road management, regularly evaluates Silk Road’s strategic direction, short-term and long-term business objectives and ongoing business plans with a view toward enhancing stockholder value and furthering Silk Road’s mission of safely and effectively treating carotid artery disease by establishing transcarotid artery revascularization, or TCAR, as the standard of care. As part of this evaluation, the Silk Road Board has, from time to time, considered a variety of strategic alternatives. These have included, among others: (1) the continuation of, and potential improvements to, our current business plan, with Silk Road remaining an independent company; (2) the continued investment in, and development of, Silk Road’s product portfolio, including through expansion into new markets; (3) potential investments, partnerships or other

commercial and strategic relationships; (4) operational initiatives; (5) various capital raising and capital allocation alternatives; and (6) business combinations and other financial and strategic alternatives, including the sale of Silk Road.

As part of its business strategy, Silk Road management has from time to time engaged in discussions with participants in Silk Road’s industry regarding potential commercial and strategic opportunities; Silk Road management updates the Silk Road Board regularly on such discussions. From time to time, the Silk Road Board and Silk Road management have also had discussions with and received from representatives of BofA Securities market perspectives on Silk Road, our competitive and strategic positioning, and potential strategic alternatives available to Silk Road. The Silk Road Board invited BofA Securities’ perspectives on these matters based on its qualifications, expertise and reputation, including its experience serving as financial advisor to companies in Silk Road’s industry in connection with strategic transactions, as well as its knowledge of Silk Road’s business and the industry in which it operates.

On January 15, 2023, Erica Rogers, who was Silk Road’s former president and chief executive officer and a member of the Silk Road Board at that time, met with Michael Mahoney, Boston Scientific’s chief executive officer. During this meeting, Mr. Mahoney and Ms. Rogers discussed, on a preliminary, non-specific basis, the possibility of an acquisition of Silk Road by Boston Scientific. The terms of a potential acquisition, including price, were not discussed, and Mr. Mahoney did not make an acquisition proposal at that meeting.

Over the subsequent month, Ms. Rogers and other members of Silk Road management met with representatives of BofA Securities to discuss whether Boston Scientific could be interested in pursuing a potential acquisition of Silk Road, including perspectives on the strategic rationale of an acquisition and potential synergies in a transaction based on Silk Road’s and Boston Scientific’s publicly available information, with Silk Road’s understanding and expectation that BofA Securities would share these perspectives with Boston Scientific with the objective of assessing its interest in a potential acquisition.

On February 13, 2023, representatives of BofA Securities met with representatives of Boston Scientific. The representatives of BofA Securities discussed with representatives of Boston Scientific, based solely on publicly available information, the strategic rationale of a potential acquisition of Silk Road by Boston Scientific and potential synergies in a transaction. No non-public information of Silk Road was shared as part of these discussions.

On March 9, 2023, the Silk Road Board held a regularly scheduled meeting, with members of Silk Road management in attendance. The members of Silk Road management discussed trends and expectations for Silk Road’s operating results and budget for 2023 and presented a financial plan for Silk Road prepared by Silk Road management that reflected current results, trends and expectations in Silk Road’s business and industry. The Silk Road Board discussed the continued execution of Silk Road’s business plan and strategic alternatives and opportunities available to Silk Road, including a potential strategic transaction. Members of Silk Road management reported on the preliminary discussions with Boston Scientific and BofA Securities described above. The Silk Road Board authorized management and representatives of BofA Securities to continue engaging with Boston Scientific to assess its interest in a potential acquisition of Silk Road.

On June 2, 2023, representatives of BofA Securities met with representatives of Boston Scientific again. During this meeting, the representatives of Boston Scientific expressed a preliminary interest in exploring a potential acquisition of Silk Road. The terms of a potential acquisition, including price, were not discussed, and representatives of Boston Scientific did not make an acquisition proposal at this meeting. The representatives of Boston Scientific requested to learn more about Silk Road’s business and enter into a confidentiality agreement with Silk Road to facilitate these discussions. The representatives of BofA Securities informed Silk Road of Boston Scientific’s interest and its request.

On June 12, 2023, Silk Road entered into a mutual confidentiality agreement with Boston Scientific, which contained customary “standstill” provisions restricting Boston Scientific from making public proposals with respect to an acquisition of Silk Road without Silk Road’s prior consent (which restrictions would terminate on June 12, 2024 or earlier upon the occurrence of, among other things, Silk Road’s execution of a definitive agreement with a third party to acquire more than 50 percent of Silk Road’s outstanding voting securities). This confidentiality agreement did not (1) restrict Boston Scientific from making confidential acquisition proposals to Silk Road; or (2) include “don’t ask, don’t waive” provisions prohibiting Boston Scientific from requesting that Silk Road release Boston Scientific from its “standstill” restrictions.

On June 14, 2023, Ms. Rogers, other members of Silk Road management and representatives of BofA Securities met with Boston Scientific management to provide an overview of Silk Road’s business.

On June 30, 2023, representatives of Boston Scientific informed representatives of BofA Securities that Boston Scientific remained interested in potentially acquiring Silk Road but planned to first consider and evaluate the Centers for Medicare & Medicaid Services’ (which we refer to as the “CMS”) final published decision regarding a potential expansion of Medicare coverage for carotid artery stenting procedures. The representatives of BofA Securities informed Silk Road of Boston Scientific’s continued assessment of a potential acquisition.

On July 11, 2023, the CMS issued its decision memo proposing the expansion of Medicare’s coverage of carotid artery stenting, including for procedures that might be competitive with TCAR. The trading price of Silk Road common stock declined approximately 29 percent following the announcement to a price of $23.32 per share at the close of trading on July 12, 2023, from a price of $32.65 per share at the close of trading on July 11, 2023.

On July 20, 2023, the Silk Road Board held a regularly scheduled meeting, with members of Silk Road management in attendance. The members of Silk Road management provided an update on discussions with Boston Scientific. The members of Silk Road management discussed trends and expectations for Silk Road for 2023 and presented an updated financial plan for Silk Road that reflected current results, trends and expectations in Silk Road’s business and industry. Ms. Rogers reviewed the CMS decision memo issued on July 11, 2023. The Silk Road Board discussed the potential impact of the CMS decision memo on Silk Road’s business; it was the perspective of the Silk Road Board that the adoption of TCAR could continue notwithstanding the CMS decision memo. Ms. Rogers also discussed with the Silk Road Board her desire to engage in succession planning as she considered retirement. The Silk Road Board discussed the continued execution of Silk Road’s business plan and organizational changes that might be appropriate to position Silk Road to successfully execute its business plan, including (1) leadership changes and succession planning and (2) compensation changes to incentivize and retain Silk Road management and employees; from time to time thereafter, the Silk Road Board, the nominating and corporate governance committee of the Silk Road Board and the compensation committee of the Silk Road Board met to discuss these matters.

On July 24, 2023, representatives of Boston Scientific informed representatives of BofA Securities that Boston Scientific remained interested in pursuing a possible acquisition of Silk Road. The representatives of BofA Securities informed Silk Road of Boston Scientific’s continued interest.

On August 9, 2023, senior management representatives of Boston Scientific informed representatives of BofA Securities that Boston Scientific intended to make an all-cash proposal to acquire Silk Road after the close of stock market trading hours. The representatives of BofA Securities informed Silk Road of Boston Scientific’s intention.

Later, on August 9, 2023, Boston Scientific submitted a non-binding written proposal to acquire Silk Road for $33.00 in cash per share of Silk Road common stock. We refer to this as the “2023 Proposal.” Later that day, representatives of Boston Scientific followed up with Ms. Rogers to describe the terms of the 2023 Proposal. Ms. Rogers acknowledged receipt of the 2023 Proposal but did not negotiate or accept the terms of the acquisition proposal.

On August 11, 2023, the Silk Road Board met, with members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini Goodrich & Rosati, Professional Corporation, our outside legal counsel (which we refer to as “Wilson Sonsini”), in attendance. Ms. Rogers described the 2023 Proposal and reviewed the discussions with Boston Scientific. The representatives of Wilson Sonsini reviewed with the members of the Silk Road Board their fiduciary duties under Delaware law. The representatives of BofA Securities provided their preliminary financial analyses of the 2023 Proposal. Market and trading perspectives for Silk Road were discussed; it was noted that the price of Silk Road common stock was trading at a discount relative to valuation of other participants in Silk Road’s industry at that time. Following discussion, the Silk Road Board (1) determined that the 2023 Proposal undervalued Silk Road and was inadequate, and (2) directed Silk Road management to respond to Boston Scientific that Silk Road was not interested in pursuing a transaction on the terms presented in the 2023 Proposal.

Also on August 11, 2023, Ms. Rogers informed representatives of Boston Scientific of the Silk Road Board’s determination that Silk Road had no interest in pursuing a transaction on those terms.

On August 12, 2023, representatives of Guggenheim Securities, LLC, financial advisor to Boston Scientific (“Guggenheim”), informed representatives of BofA Securities that Boston Scientific was no longer interested in having further discussions regarding an acquisition at that time given Silk Road’s response. The representatives of BofA Securities informed Silk Road of Boston Scientific’s response.

On September 18, 2023, the Silk Road Board met, with members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini in attendance. Silk Road management presented an updated financial plan for Silk Road that reflected current results, trends and expectations in Silk Road’s business and industry. The Silk Road Board discussed with Silk Road management various assumptions underlying the financial plan and growth and profitability objectives implied by the financial plan. Representatives of BofA Securities presented a preliminary financial analysis of Silk Road based on the financial plan presented at the meeting.

On September 20, 2023, the Silk Road Board met, with members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini in attendance. It was noted that Ms. Rogers and a representative of Boston Scientific were both scheduled to present at an industry conference the following day, and the Silk Road Board discussed the possibility that the representative of Boston Scientific would seek to engage with Ms. Rogers with respect to a potential acquisition.

On September 21, 2023, in a conversation at the industry conference, a representative of Boston Scientific informed Ms. Rogers that Boston Scientific was not interested in pursuing an acquisition of Silk Road at that time.

On October 10, 2023, Silk Road publicly announced (1) its preliminary revenue results for the third quarter of 2023, which was $0.6 million below Wall Street consensus estimates for third quarter 2023 revenue; (2) updated revenue guidance for full year 2023, the midpoint of which represented a 5.5 percent decline in the midpoint of its prior revenue guidance for full year 2023 previously disclosed on August 1, 2023; and (3) Ms. Rogers’ intent to retire from Silk Road following the completion of Silk Road’s chief executive officer succession process. The trading price of Silk Road common stock declined approximately 49 percent following the announcement to a price of $7.13 per share at the close of trading on October 11, 2023, from a price of $13.99 per share at the close of trading on October 10, 2023, which was the last full trading day prior to the announcement.

On October 12, 2023, representatives of Guggenheim contacted Elizabeth Weatherman, a member of the Silk Road Board who was acquainted with the representatives of Guggenheim through industry relationships, to inquire whether, in light of the decline in Silk Road’s stock price, Silk Road would be interested in re-engaging in discussions with Boston Scientific regarding a potential acquisition of Silk Road at a valuation in the “$20 range” in cash per share of Silk Road common stock. Ms. Weatherman replied that she would discuss the matter with the Silk Road Board.

On October 18 and 19, 2023, the Silk Road Board met, with members of Silk Road management in attendance. The Silk Road Board interviewed candidates to succeed Ms. Rogers as Silk Road’s chief executive officer. Silk Road management reviewed Silk Road’s operational and financial results for the third quarter of 2023 and year to date, including the commercial challenges Silk Road experienced throughout the year, and may continue to experience, as a result of the disruption caused by various changes to Silk Road’s sales organization implemented in 2023. Silk Road management also discussed trends and expectations for operational and financial results for the remainder of 2023, as well as expectations for Silk Road’s long-term sources and uses of capital. Silk Road management discussed the activist shareholders in the market generally and Silk Road’s vulnerability to, and preparedness against, any potential, proposed or actual activist campaign against Silk Road, including based on the decline in the price of Silk Road common stock. Ms. Weatherman described her recent conversation with representatives of Guggenheim. The Silk Road Board discussed potential responses to this inquiry and the potential impact of engaging in discussions with Boston Scientific or conducting a broader review of strategic alternatives at that time may have on Silk Road’s ongoing chief executive officer succession process. After discussion, it was the consensus of the Silk Road Board that (i) the Silk Road Board should meet again with representatives of BofA Securities and Wilson Sonsini in attendance to further discuss the possibility of re-engaging with Boston Scientific and (ii) defer a decision on the selection of a new chief executive officer until such discussion took place.

On October 25, 2023, the Silk Road Board met, with Silk Road management and representatives of Wilson Sonsini and BofA Securities in attendance. The members of Silk Road management (1) discussed trends and expectations for Silk Road’s operating results and budget for 2023 and (2) presented an updated financial

plan for Silk Road that reflected current results, trends and expectations in Silk Road’s business and industry, including regulatory developments affecting Silk Road’s business and products (including the CMS decision memo). Representatives of BofA Securities presented a preliminary financial analysis of Silk Road. The representatives of BofA Securities also provided market and trading perspectives on Silk Road; it was noted that the share prices of other participants in Silk Road’s industry had also declined since the date of the 2023 Proposal in light of industry-wide challenges. Ms. Weatherman described her conversation with representatives of Guggenheim, noting in particular that Boston Scientific would need to complete additional analysis regarding a potential acquisition of Silk Road before re-engaging in discussions with Silk Road at that time. The representatives of Wilson Sonsini discussed with the Silk Road Board preliminary regulatory and closing certainty considerations with respect to an acquisition by Boston Scientific. The representatives of Wilson Sonsini reviewed with the members of the Silk Road Board their fiduciary duties under Delaware law. Following discussion, in light of the indication of value in the “$20 range” per share indicated by representatives of Guggenheim and Boston Scientific’s need for additional time before re-engaging in discussions regarding a potential acquisition, the Silk Road Board determined to proceed with its chief executive officer succession process, and to not delay the succession process to seek to re-engage with Boston Scientific at that time. It was also the belief of the Silk Road Board that new leadership and other organizational changes could help position Silk Road to successfully execute its business plan and enhance stockholder value as an independent company. The Silk Road Board also met in executive session, without members of Silk Road management or representatives of BofA Securities in attendance, to discuss these matters.

On November 2, 2023, Silk Road publicly announced that Mr. McKhann had been appointed chief executive officer of Silk Road. The Silk Road Board selected Mr. McKhann to succeed as chief executive officer of Silk Road based on his qualifications and experience serving as an executive officer of companies in the medical device industry, including his experience leading the growth of these companies in that capacity; Mr. McKhann was not selected specifically to facilitate a sale of Silk Road to Boston Scientific based on his experience serving as chief executive officer of a company that was acquired by Boston Scientific in 2023 or his prior employment role with Boston Scientific.

On or about April 15, 2024, a representative of Guggenheim met with Ms. Weatherman to and discussed, among other topics, whether Silk Road would be interested in re-engaging in discussions regarding a potential acquisition of Silk Road by Boston Scientific. The representatives of Guggenheim did not provide an indication of the valuation of a potential acquisition to Ms. Weatherman. During the discussion, Ms. Weatherman stated that she would discuss the matter with the Silk Road Board.

On April 18, 2024, the Silk Road Board held a regularly scheduled meeting, with members of Silk Road management and representatives of Wilson Sonsini in attendance. Ms. Weatherman described her recent conversation with representatives of Guggenheim at that meeting. The members of Silk Road management reviewed trends and expectations for Silk Road’s operating results and budget for 2024. The Silk Road Board discussed the risks and challenges to achieving Silk Road’s financial plan based on industry-wide headwinds and the disruption resulting from the leadership and organizational changes that had been implemented. Following discussion, the Silk Road Board determined that it could be appropriate to explore and evaluate a potential sale of Silk Road relative to the continued execution of Silk Road’s financial plan in this context, and directed Silk Road management, with assistance from representatives of BofA Securities, to re-engage with the representatives of Boston Scientific with the objective of soliciting an acquisition proposal. The Silk Road Board also met in executive session, without members of Silk Road management in attendance, to discuss these matters.

On April 22, 2024, Mr. McKhann met with a Boston Scientific executive. During this meeting, Mr. McKhann and the Boston Scientific executive discussed Boston Scientific’s general interest in exploring a potential acquisition of Silk Road. The terms of a potential acquisition, including price, were not discussed, and Boston Scientific did not make an acquisition proposal at that meeting. Mr. McKhann informed Jack W. Lasersohn of the meeting and, following discussions among Mr. Lasersohn, Mr. McKhann and other members of the Silk Road Board, together with Silk Road management and representatives of BofA Securities, the Silk Road Board instructed BofA Securities to seek to re-engage with Boston Scientific on Silk Road’s behalf.

On May 2, 2024, representatives of BofA Securities informed Boston Scientific that Silk Road would be interested in re-engaging in discussions regarding a potential acquisition of Silk Road.

On May 13, 2024, a Boston Scientific executive contacted Mr. McKhann to inform him that Boston Scientific intended to make a proposal to acquire Silk Road. Later on May 13, 2024, Boston Scientific submitted a revised non-binding written proposal to acquire Silk Road for $26.00 in cash per share of Silk Road common stock. We refer to this proposal as the “Initial 2024 Proposal.”

On May 15, 2024, the Silk Road Board met, with members of Silk Road management and representatives of Wilson Sonsini and BofA Securities in attendance. Mr. McKhann provided an update on discussions with Boston Scientific and reviewed the terms of the Initial 2024 Proposal. The representatives of Wilson Sonsini reviewed with the members of the Silk Road Board their fiduciary duties under Delaware law. The representatives of BofA Securities presented a preliminary financial analysis of the Initial 2024 Proposal. It was noted that the share prices of participants in Silk Road’s industry had consistently declined since the receipt of the 2023 Proposal in light of industry-wide challenges. The Silk Road Board discussed the risks and challenges to achieving Silk Road’s business plan based on these industry-wide challenges and the disruption resulting from the leadership and organizational changes that had been implemented. It was the consensus of the Silk Road Board that the Initial 2024 Proposal had the potential to lead to a transaction that would be attractive to Silk Road and its stockholders in this context. Following discussion, the Silk Road Board instructed Silk Road management to make a counterproposal to Boston Scientific for an acquisition of Silk Road for $33.00 in cash per share of Silk Road common stock. The Silk Road Board discussed whether to contact other potential counterparties at that time to explore a potential interest in an acquisition of Silk Road. The representatives of BofA Securities reviewed other potential acquirers who might potentially be interested in exploring an acquisition of Silk Road based, among other things, on their perceived potential interest in an acquisition of Silk Road, the strategic rationale of a transaction and the possibility that such acquirers would be in a position to make an acquisition proposal at a higher valuation. Various risks of such contacts were identified and discussed, including the potential for public speculation that Silk Road was pursuing a sale, management and employee distraction and other adverse impacts on Silk Road’s business. It was noted that a broader process was likely to magnify those risks relative to a more narrow, targeted process that focused on the potential counterparties most likely to be interested in exploring an acquisition of Silk Road. Following discussion, the Silk Road Board instructed BofA Securities and Silk Road management to contact five additional potential strategic acquirers (which we refer to as “Party A,” “Party B,” “Party C,” “Party D” and “Party E,” respectively) regarding their interest in a potential acquisition of Silk Road with the objective of soliciting acquisition proposals. These additional potential acquirers were selected based on the view that these parties, among alternative potential acquirers, would be most likely to be interested in exploring an acquisition of Silk Road on terms that would be competitive with Boston Scientific’s proposal.

To provide assistance to, and oversight of, Silk Road management in its discussions with Boston Scientific, as well as in view of the possibility that the Silk Road Board could elect to undertake a broader review of strategic alternatives in connection with discussions with Boston Scientific, the Silk Road Board established a Transaction Committee of the Silk Road Board (which we refer to as the “Transaction Committee”) composed of Kevin Ballinger, Mr. Lasersohn and Ms. Weatherman (with Mr. Lasersohn serving as the chairman of the Transaction Committee). The Transaction Committee was formed in the light of the benefits, convenience and efficiency of having a subset of directors oversee any process of considering strategic alternatives in the context of (1) the potentially significant workload that could be involved in any decision by Silk Road to evaluate strategic alternatives; and (2) the possibility that Silk Road management and Silk Road’s advisers would need feedback and direction on relatively short notice. The Transaction Committee was not formed due to any actual or perceived conflict of interest of any director or officer of Silk Road. The Silk Road Board delegated to the Transaction Committee, on a non-exclusive basis, the authority to, among other things, explore, review, evaluate and negotiate a possible sale of Silk Road. The Silk Road Board retained the authority to approve any definitive agreements with respect to a possible sale of Silk Road. The Silk Road Board did not condition a sale of Silk Road on the affirmative recommendation or approval of the Transaction Committee. It was also understood that the Silk Road Board would continue to have an active role in the consideration of strategic alternatives, and that the Transaction Committee would update and seek input from the Silk Road Board as appropriate. The Silk Road Board did not provide for the payment of any compensation to the members of the Transaction Committee in consideration of their service on the committee (other than their ordinary course compensation as members of the Silk Road Board).

Over the course of the subsequent days, and consistent with the direction of the Transaction Committee, BofA Securities separately contacted representatives of each of Party A, Party B, Party C, Party D and Party E to assess their interest in a strategic transaction involving Silk Road. None of these parties requested to enter into a confidentiality agreement with Silk Road as part of these discussions.

On May 16, 2024, representatives of Party A informed representatives of BofA Securities that Party A was not interested in pursuing a strategic transaction involving Silk Road, indicating that the carotid space was not currently a priority for Party A.

On May 17, 2024, Mr. McKhann and representatives of BofA Securities met with representatives of Boston Scientific and delivered the counterproposal for an acquisition of Silk Road for $33.00 in cash per share of Silk Road common stock.

On May 18, 2024, representatives of Party B informed representatives of BofA Securities that Party B was not interested in pursuing a strategic transaction involving Silk Road due to competing priorities.

On May 20, 2024, Mr. McKhann and representatives of BofA Securities met with representatives of Boston Scientific. During the meeting, representatives of Boston Scientific delivered a non-binding proposal for an acquisition of Silk Road by Boston Scientific at $27.50 in cash per share of Silk Road common stock. We refer to this proposal as the “Final Proposal.” As part of the Final Proposal, (1) Boston Scientific requested that Silk Road agree to negotiate exclusively with Boston Scientific regarding a potential strategic transaction for 30 days and (2) requested that Silk Road accept the Final Proposal by no later than May 22, 2024. Following this meeting, Boston Scientific delivered the Final Proposal in writing.

Later on May 20, 2024, representatives of Party C informed representatives of BofA Securities that Party C was not interested in pursuing a strategic transaction involving Silk Road due to competing priorities.

Also on May 20, 2024, the Transaction Committee met, with the other members of the Silk Road Board, members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini in attendance. Mr. McKhann and representatives of BofA Securities provided an update on discussions with Boston Scientific and reviewed the terms of the Final Proposal, including their assessment that (1) the valuation of the Final Proposal represented the highest price Boston Scientific would be prepared to pay in an acquisition of Silk Road and (2) attempts to further negotiate the value of an acquisition proposal could jeopardize the successful execution of a transaction at that time. Boston Scientific’s request that Silk Road enter into exclusive negotiations with respect to a sale was also noted. The representatives of BofA Securities provided an update on discussions with the additional potential acquirers. The Transaction Committee discussed potential responses to Boston Scientific. Following discussion, the Transaction Committee instructed BofA Securities to (1) continue to engage with Boston Scientific’s representatives to obtain additional context for the Final Proposal, including Boston Scientific’s willingness to further improve the Final Proposal and (2) continue to engage with the remaining additional potential counterparties to assess their interest in an acquisition of Silk Road.

Also on May 20, 2024, representatives of BofA Securities contacted representatives of Party D suggesting that Party D should quickly make a determination on whether to pursue a strategic transaction involving Silk Road. In response, representatives of Party D requested a meeting with senior management of Silk Road.

On May 21, 2024, members of Silk Road management met with representatives of Party D to provide an overview of Silk Road’s business based on publicly available information.

Also on May 21, 2024, representatives of Party E informed representatives of BofA Securities that Party E was not interested in pursuing a strategic transaction involving Silk Road, indicating that the transaction was not a strategic fit for Party E.

Also on May 21, 2024, representatives of BofA Securities contacted representatives of Guggenheim on behalf of Silk Road to inquire whether Boston Scientific was willing to improve the value of its proposal above $27.50 per share. The representatives of Guggenheim responded that, following consultation with Boston Scientific, Boston Scientific was not willing to negotiate the valuation of an acquisition further, and any counterproposal from Silk Road could result in Boston Scientific discontinuing further discussions with respect to an acquisition of Silk Road. The representatives of Guggenheim also noted that Boston Scientific requested that Silk Road accept the Final Proposal by no later than May 22, 2024 and, absent that, Boston Scientific may discontinue further discussions.

On May 22, 2024, representatives of Party D informed representatives of BofA Securities that Party D would require additional time to consider its interest in an acquisition of Silk Road, and that Party D was not in a position to submit an acquisition proposal in the near term. Party D did not engage further with the representatives of Silk Road or BofA Securities regarding a strategic transaction following this communication.

Later on May 22, 2024, the Transaction Committee met, with other members of the Silk Road Board, members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini in attendance. The representatives of BofA Securities provided an update on discussions with the additional potential acquirers, noting (1) that all the additional potential acquirers other than Party D had declined to engage in discussions with Silk Road with respect to a transaction and (2) their assessment that Party D would not be in a position to submit an acquisition proposal in the near term. Mr. McKhann and the representatives of BofA Securities provided an update on discussions with Guggenheim. The Transaction Committee concurred with the assessment that (1) the valuation of the Final Proposal represented the highest price Boston Scientific would be prepared to pay in an acquisition of Silk Road and (2) attempts to further negotiate the value of an acquisition proposal or seek to delay entering into exclusive negotiations with Boston Scientific to allow Party D additional time to consider its interest in an acquisition could jeopardize the successful execution of a transaction with Boston Scientific at that time. The Transaction Committee discussed scenarios in which Party D could seek to pursue an acquisition of Silk Road after Silk Road had entered into a transaction with Boston Scientific. The representatives of BofA Securities provided preliminary financial analyses of the Final Proposal. Changes in market and trading conditions in Silk Road’s industry since the receipt of the 2023 Proposal were discussed. The Transaction Committee discussed the risks and challenges to achieving Silk Road’s business plan based on industry-wide headwinds and the disruption resulting from the leadership and organizational changes that had been implemented. Following discussion, in this context, the Transaction Committee determined that a sale of Silk Road on the terms reflected in the Final Proposal could be in the best interests of Silk Road and its stockholders relative to the continued execution of Silk Road’s business plan as an independent company and other strategic alternatives. Accordingly, the Transaction Committee approved accepting the Final Proposal and the entry into exclusive negotiations with Boston Scientific on the terms discussed at the meeting, and instructed Silk Road management to work with BofA Securities, Wilson Sonsini and our other advisors to provide additional due diligence to Boston Scientific and to begin negotiations with Boston Scientific and its representatives on definitive transaction agreements. The Transaction Committee also met in executive session, without members of Silk Road management or representatives of BofA Securities in attendance, to discuss these matters. In executive session, the Transaction Committee reviewed the payments that may be received by Silk Road’s senior executives in consideration of their equity awards in connection with the consummation of the merger, as described in further detail in the section of this proxy statement captioned “—Interests of Silk Road’s Directors and Executive Officers in the Merger.” Also in executive session, the Transaction Committee discussed BofA Securities’ formal engagement as financial advisor to Silk Road, and directed management to negotiate the terms of an engagement letter with BofA Securities; the Transaction Committee selected BofA Securities to serve in this role based on its qualifications, expertise and reputation, as well as its knowledge of Silk Road’s business and industry and its advocacy on behalf of Silk Road in discussions with Boston Scientific to date.

Later on May 22, 2024, consistent with the Transaction Committee’s approval, Silk Road accepted the Final Proposal and entered into an exclusivity arrangement with Boston Scientific, pursuant to which Silk Road agreed to negotiate exclusively with Boston Scientific with respect to a potential acquisition of Silk Road until June 21, 2024.

Beginning on May 29, 2024, Boston Scientific and its representatives, including Latham & Watkins LLP, Boston Scientific’s outside legal counsel (which we refer to as “Latham”) were granted access to due diligence information regarding Silk Road in a virtual data room. Over subsequent weeks and prior to the signing of the merger agreement, Boston Scientific and its legal and financial representatives conducted operational, product, financial, legal, employment, regulatory, intellectual property and other due diligence on Silk Road, and from time to time met with members of Silk Road management, other Silk Road employees and its advisors regarding the due diligence information.

On May 30, 2024, Latham, on behalf of Boston Scientific, delivered an initial draft merger agreement to Silk Road and Wilson Sonsini.

On June 4, 2024, the Transaction Committee met, with other members of the Silk Road Board, members of Silk Road management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The

members of Silk Road management and representatives of BofA Securities provided an update on the status of Boston Scientific’s due diligence of Silk Road. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement to be negotiated with Boston Scientific. The Silk Road Board also discussed with the representatives of Wilson Sonsini regulatory and closing certainty risks related to the transaction, and the terms of the merger agreement related to these matters. The Transaction Committee instructed Silk Road management to work with Wilson Sonsini to negotiate the merger agreement consistent with the terms discussed at the meeting.

On June 6, 2024, Wilson Sonsini delivered a revised draft of the merger agreement to Latham. Over the subsequent weeks, representatives of each of Silk Road and Boston Scientific exchanged drafts and negotiated the terms of the merger agreement. Key terms negotiated included: (1) the conditions to each party’s obligations to complete the merger; (2) the efforts required by Boston Scientific and Silk Road to obtain the required regulatory clearances to consummate the merger; (3) the amount of the reverse termination fee payable by Boston Scientific to Silk Road and the circumstances in which it would be payable; (4) the terms of the “no-shop” restrictions applicable to Silk Road, including the terms pursuant to which Silk Road would be able to accept a superior proposal; (5) the amount of the termination fee payable by Silk Road to Boston Scientific and the circumstances in which it would be payable; (6) the circumstances in which the parties could terminate the merger agreement; (7) the definition of “material adverse effect”; and (8) the restrictions on the operation of Silk Road’s business between signing and closing of the merger and related exceptions for matters such as employee retention and compensation.

On June 7, 2024, the Silk Road Board met, with members of Silk Road management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The members of Silk Road management and representatives of BofA Securities provided an update on the status of Boston Scientific’s due diligence of Silk Road. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement being negotiated with Boston Scientific, including the terms related to regulatory and closing certainty matters. The Transaction Committee discussed with Silk Road management and the representatives of Wilson Sonsini regulatory and closing certainty risks of a transaction, and potential ways to address these risks through reverse due diligence of Boston Scientific and the terms of the merger agreement being negotiated. The status of discussions with Boston Scientific was reviewed. The Silk Road Board discussed an illustrative timeline for the execution and announcement of a transaction. The members of Silk Road management presented a long-range operating and financial plan for Silk Road for 2024 through 2026 that reflected current results, trends and expectations in Silk Road’s business and industry. The Silk Road Board discussed with Silk Road management the growth and profitability assumptions underlying the long-range plan. The members of Silk Road management also presented extrapolations of the long-range plan for 2027 through 2033, and reviewed with the Silk Road Board the assumptions underlying these extrapolations, including potential addressable markets for Silk Road’s products and other growth and profitability drivers. The Silk Road Board adopted this long-range operating and financial plan and the extrapolations of the plan, including for use and reliance by BofA Securities for purposes of performing its financial analyses in connection with rendering an opinion to the Silk Road Board. We refer to this long-term operating and financial plan and the extrapolations of the plan, as adopted by the Silk Road Board at this meeting, as the “Silk Road Long-Range Plan.” Additional information about the preparation and substance of the Silk Road Long-Range Plan is contained in the section of this proxy statement captioned “—Financial Projections.” The Silk Road Board approved sharing the business plan for 2024 through 2026 included in the Silk Road Long-Range Plan with Boston Scientific. The Silk Road Board also met in executive session, without members of Silk Road management or representatives of BofA Securities in attendance, to discuss these matters. Without representatives of BofA Securities in attendance, the members of Silk Road management reviewed the terms of the engagement letter being negotiated with BofA Securities, and the Silk Road Board directed Silk Road management to finalize, and enter into, the engagement letter consistent with the terms discussed at the meeting. Following the meeting, Silk Road provided the business plan for 2024 through 2026 included in the Silk Road Long-Range Plan to Boston Scientific.

On June 12, 2024, as directed by the Silk Road Board, Silk Road entered into an engagement letter with BofA Securities.

Also on June 12, 2024, the Transaction Committee met, with other members of the Silk Road Board, members of Silk Road management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The members of Silk Road management and representatives of BofA Securities provided an update on the status of

Boston Scientific’s due diligence of Silk Road. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement being negotiated with Boston Scientific, including the terms related to regulatory and closing certainty matters. The Silk Road Board discussed with the representatives of Wilson Sonsini regulatory and closing certainty risks related to the transaction, including the results of the reverse due diligence of Boston Scientific. The Transaction Committee also discussed with the representatives of Wilson Sonsini and Silk Road management (1) the restrictions on the operation of Silk Road’s business between signing and closing contemplated by the merger agreement; (2) the need for Silk Road to retain executives and employees during the pendency of the merger; and (3) the exceptions to the restrictions for employee retention and compensation matters (including retention payments and equity award grants) to be proposed to, and negotiated with, Boston Scientific. The Transaction Committee instructed Silk Road management to work with Wilson Sonsini to continue negotiating the merger agreement consistent with the terms discussed at the meeting. The Transaction Committee also met in executive session, without members of Silk Road management or representatives of BofA Securities in attendance, to discuss these matters.

On June 16, 2024, the Silk Road Board met, with members of Silk Road management and representatives of each of Wilson Sonsini and BofA Securities in attendance. Mr. McKhann updated the Silk Road Board on the status of the potential sale of Silk Road. The representatives of Wilson Sonsini reviewed with the members of the Silk Road Board their fiduciary duties under Delaware law. The representatives of BofA Securities reviewed their financial analysis of the merger consideration and confirmed that if requested by the Silk Road Board, BofA Securities would be prepared to deliver a fairness opinion, based on the financial analysis presented at the meeting. BofA Securities also provided the Silk Road Board with a customary disclosure letter with respect to BofA Securities’ material relationships with Boston Scientific. The Silk Road Board did not identify in BofA Securities’ relationship disclosure any potential or actual matter in its view that would affect the ability of BofA Securities to fulfill its responsibilities as financial advisor to Silk Road. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement and the terms still being negotiated with Boston Scientific. The Silk Road Board instructed the representatives of Wilson Sonsini to finalize the merger agreement. The Silk Road Board also met in executive session, without members of Silk Road management or representatives of BofA Securities in attendance, to discuss these matters.

Over the subsequent day, representatives of each of Wilson Sonsini and Latham finalized the form of the merger agreement.

On June 17, 2024, the Silk Road Board met, with members of Silk Road management and representatives of each of BofA Securities and Wilson Sonsini in attendance. The final form of the merger agreement was provided to, and reviewed with, the Silk Road Board by representatives of Wilson Sonsini, including changes relative to the terms reviewed at the meeting of the Silk Road Board the prior day. The representatives of Wilson Sonsini reviewed with the members of the Silk Road Board their fiduciary duties under Delaware law. At the request of the Silk Road Board, representatives of BofA Securities, after reviewing with the Silk Road Board their financial analyses of the merger consideration, rendered BofA Securities’ oral opinion, subsequently confirmed by delivery of a written opinion dated June 17, 2024, to the effect that, as of that date and based upon and subject to various qualifications, limitations and assumptions described in BofA Securities’ opinion, the per share consideration of $27.50 in cash to be received in the merger by holders of shares of Silk Road common stock (other than excluded shares), was fair, from a financial point of view to such holders. BofA Securities’ opinion is more fully described in the section of this proxy statement captioned “—Opinion of BofA Securities, Inc.”

The Silk Road Board, after considering the factors more fully described in the section of this proxy statement captioned “—The Silk Road Board’s Recommendation and Reasons for the Merger,” unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, Silk Road and its stockholders; and (2) authorized and approved the execution and delivery of the merger agreement and performance by Silk Road of the transactions contemplated by the merger agreement, including the merger; (3) resolved to recommend adoption of the merger agreement by Silk Road’s stockholders; and (4) directed that the adoption of the merger agreement be submitted to a vote of Silk Road’s stockholders.

Later on June 17, 2024, Silk Road and Boston Scientific executed the merger agreement.

On June 18, 2024, before the opening of trading on Nasdaq, Silk Road and Boston Scientific publicly announced the merger agreement.

On June 17, 2024, the Silk Road Board unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, Silk Road and its stockholders; and (2) authorized and approved the execution and delivery of the merger agreement and performance by Silk Road of the transactions contemplated by the merger agreement, including the merger; (3) resolved to recommend adoption of the merger agreement by Silk Road’s stockholders; and (4) directed that the adoption of the merger agreement be submitted to a vote of Silk Road’s stockholders.

The Silk Road Board unanimously recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger; and (3) “FOR” the proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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

The Silk Road Board believed that the following material factors and benefits supported its determination and recommendation:

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

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Silk Road Board in its consideration of the merger, and such reasons and factors are not necessarily

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

Silk Road retained BofA Securities to act as its financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Silk Road selected BofA Securities to act as its financial advisor in connection with the merger on the basis of BofA Securities’ experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Silk Road and its business.

On June 17, 2024, at a meeting of the Silk Road Board held to evaluate the merger, representatives of BofA Securities delivered to the Silk Road Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated June 17, 2024, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the merger consideration to be received in the merger by holders of Silk Road common stock (other than holders of excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Silk Road Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Silk Road Board for the benefit and use of the Silk Road Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Silk Road or in which Silk Road might engage or as to the underlying business decision of Silk Road to proceed with or effect the merger. BofA Securities’ opinion does not constitute a recommendation as to how any holder of Silk Road common stock should vote or act in connection with the merger or any other matter.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Silk Road that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Silk Road Long-Range Plan, BofA Securities was advised by Silk Road, and assumed, that it was reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Silk Road as to the future financial performance of Silk Road. BofA Securities relied upon, at the direction of Silk Road, the assessments of the management of Silk Road as to the ability of Silk Road to utilize the Tax Attributes and was advised by Silk Road, and assumed, at the direction of Silk Road, that such Tax Attributes will be utilized in the amounts and at the times projected. BofA Securities relied, at the direction of Silk Road, on the assessments as to the product and product candidates of Silk Road, including the likelihood of technical, clinical and regulatory success of such product and product candidates. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Silk Road or any other entity, nor did it make any physical inspection of the properties or assets of Silk Road. BofA Securities did not evaluate the solvency or fair value of Silk Road, Boston Scientific or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Silk Road, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Silk Road, Boston Scientific, or any other entity or the merger (including the contemplated benefits thereof). BofA Securities also assumed, at the direction of Silk Road, that the final executed merger agreement would not differ in any material respect from the execution version of the merger agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, any related transaction or any terms, aspects, or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by holders of Silk Road common stock (other than holders of excluded shares) and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Silk Road or in which Silk Road might engage or as to the underlying business decision of Silk Road to proceed with or effect the merger. In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of Silk Road, upon the assessments of representatives of Silk Road regarding

legal, regulatory, accounting, tax and similar matters relating to Silk Road or any other entity or the merger (including the contemplated benefits thereof) as to which matters BofA Securities understood that Silk Road obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. The credit, financial and stock markets were experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Silk Road, Boston Scientific or the merger. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Silk Road imposed no instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section entitled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Silk Road Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables 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 the financial analyses performed by BofA Securities.

BofA Securities reviewed publicly available financial and stock market information for Silk Road and the following seven selected publicly traded medical device companies:

BofA Securities reviewed, among other information, enterprise values for each of the selected publicly traded companies and for Silk Road (calculated for each as equity value based on closing share prices of the applicable selected company on June 17, 2024, plus debt and debt-like items, preferred equity and non-controlling interest (as applicable), and less cash and cash equivalents (each, as applicable)) as a multiple of estimated revenue for calendar years 2024 and 2025, for the applicable company. Financial data of the selected publicly traded companies were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of June 17, 2024. Financial data of Silk Road was derived from the Silk Road Long-Range Plan and equity information provided by Silk Road management, as well as publicly available Wall Street research analysts’ estimates published by FactSet as of June 17, 2024.

The overall low to high enterprise value to estimated revenue multiples for calendar year 2024 observed for the selected publicly traded companies were 1.62x to 5.73x (with a mean of 3.11x and a median of 2.62x). The overall low to high enterprise value to estimated revenue multiples for calendar year 2025 observed for the selected publicly traded companies were 1.45x to 4.85x (with a mean of 2.68x and a median of 2.22x). BofA Securities noted that the enterprise value to estimated revenue multiple for calendar year 2024 observed for

Silk Road was (i) 4.53x based on Wall Street research analysts’ estimates and the closing price per share of Silk Road common stock on June 17, 2024, which was the last trading day before the announcement of the merger, (ii) 4.22x based on the Silk Road Long-Range Plan and the closing price per share of Silk Road common stock on June 17, 2024, (iii) 5.91x based on Wall Street research analysts’ estimates and the merger consideration and (iv) 5.51x based on the Silk Road Long-Range Plan and the merger consideration. BofA Securities also noted that the enterprise value to estimated revenue multiple for calendar year 2025 observed for Silk Road was (i) 4.07x based on Wall Street research analysts’ estimates and the closing price per share of Silk Road common stock on June 17, 2024, (ii) 3.57x based on the Silk Road Long-Range Plan and the closing price per share of Silk Road common stock on June 17, 2024, (iii) 5.31x based on Wall Street research analysts’ estimates and the merger consideration and (iv) 4.66x based on the Silk Road Long-Range Plan and the merger consideration.

Based on BofA Securities’ review of the enterprise values to estimated revenue multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities applied (i) a multiple reference range of 2.50x to 5.00x to the estimate of calendar year 2024 revenue for Silk Road reflected in the Silk Road Long-Range Plan and (ii) a multiple reference range of 2.00x to 4.25x to the estimate of calendar year 2025 revenue for Silk Road reflected in the Silk Road Long-Range Plan, in each case, to calculate ranges of implied enterprise values for Silk Road. BofA Securities then calculated implied equity value per share reference ranges for Silk Road (rounded to the nearest $0.05) by adding to these ranges of implied enterprise values an estimate of Silk Road’s net cash as of June 30, 2024, as provided by Silk Road management, and dividing the results by a number of fully-diluted shares of Silk Road common stock outstanding (calculated on a treasury stock method basis, based on information provided by Silk Road management).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the merger consideration and the closing price per share of Silk Road common stock on June 17, 2024, which was the last trading day before the announcement of the merger:

No selected publicly traded company used in this analysis is identical or directly comparable to Silk Road. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Silk Road was compared.

BofA Securities reviewed, to the extent publicly available, financial information relating to the following selected transactions involving acquisitions of publicly traded companies in the medical device industry announced since 2016:

BofA Securities reviewed the enterprise values implied for each target company (calculated as equity value based on the consideration payable in the selected transaction, plus debt and non-controlling interest (each, as applicable), and less cash and cash equivalents (as applicable) each as publicly disclosed prior to the announcement of the applicable transaction), as a multiple of the target company’s revenues for the twelve

months immediately following the applicable transaction (the “NTM Revenue”). Financial data relating to each of the selected transactions and target companies were based on public filings and publicly available Wall Street research analysts’ estimates. The overall low to high enterprise value to NTM Revenue multiples of the target companies in the selected transactions were 3.65x to 5.40x (with a mean of 4.83x and a median of 4.94x). BofA Securities noted that the enterprise value to estimated NTM Revenue multiple observed for Silk Road based on the merger consideration was (i) 5.62x based on Wall Street research analysts’ estimates and (ii) 5.06x based on the Silk Road Long-Range Plan

Based on BofA Securities’ review of the enterprise value to NTM Revenue multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to NTM Revenue multiple reference range of 3.50x to 5.50x to Silk Road’s estimated revenues for the twelve months following June 30, 2024, based on the Silk Road Long-Range Plan to calculate ranges of implied enterprise values for Silk Road. BofA Securities then calculated an implied equity value per share reference range for Silk Road (rounded to the nearest $0.05) by adding from this range of implied enterprise values an estimate of Silk Road’s net cash as of June 30, 2024, as provided by Silk Road management, and dividing the results by a number of fully-diluted shares of Silk Road common stock outstanding (calculated on a treasury stock method basis, based on information provided by Silk Road management).

This analysis indicated the following approximate implied equity value reference range per share for Silk Road, as compared to the merger consideration and the closing price per share of Silk Road common stock on June 17, 2024, which was the last trading day before the announcement of the merger:

No selected precedent transaction used in this analysis or the applicable target company is identical or directly comparable to Silk Road or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which Silk Road and the merger were compared.

BofA Securities performed a discounted cash flow analysis of Silk Road to calculate a range of implied present values per share of Silk Road common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows Silk Road was expected to generate over the period from July 1, 2024 through December 31, 2033, based on the Silk Road Long-Range Plan. BofA Securities calculated a terminal value for Silk Road by applying a selected perpetuity growth rate range of 4.0% to 5.0%, based on BofA Securities’ professional judgment and experience, to the terminal year unlevered free cash flows based on the Silk Road Long-Range Plan. The unlevered free cash flows, the terminal values and the estimated benefits from the Tax Attributes, as of June 30, 2024, as provided by Silk Road management, were discounted to June 30, 2024, utilizing the mid-year discounting convention, and using discount rates ranging from 11.7% to 14.5%, which were based on an estimate of Silk Road’s weighted average cost of capital, derived using the capital asset pricing model.

BofA Securities then calculated an implied equity value per share reference range for Silk Road (rounded to the nearest $0.05) by adding to this range of implied enterprise values an estimate of Silk Road’s net cash as of June 30, 2024, as provided by Silk Road management, and dividing the results by a number of fully-diluted shares of Silk Road common stock outstanding (calculated on a treasury stock method basis, based on information provided by Silk Road management).

This analysis indicated the following approximate implied equity value reference range per share for Silk Road, as compared to the merger consideration and the closing price per share of Silk Road common stock on June 17, 2024, which was the last trading day before the announcement of the merger:

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion but were referenced solely for informational purposes, including, among other things the following:

52-Week Trading Range. BofA Securities reviewed the trading range of Silk Road common stock for the 52-week period ended on June 17, 2024, which was $6.29 to $33.79.

Wall Street Analysts Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for shares of Silk Road common stock, which indicated a present value of $17.24 to $24.76 when discounted by one year at Silk Road’s estimated mid-point cost of equity of 13.1%, derived using the capital asset pricing model.

Premia Calculations. BofA Securities reviewed, among other things, the premia paid in all-cash acquisition transactions announced since January 1, 2014 involving a public company based in the United States as the target where the disclosed enterprise value for the transaction was greater than $500 million, in relation to each target company’s closing share price on the day prior to announcement of the applicable transaction. Based on this review and its professional judgment and experience, BofA Securities applied an illustrative premia reference range of 25.0% to 55.0% to the closing price per share of Silk Road common stock on June 17, 2024, which was the last trading day before the announcement of the merger, of $21.67, to derive an implied equity value reference range per share for Silk Road of $27.09 to $33.59.

As noted above, the discussion set forth above in the section entitled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Silk Road Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Silk Road. The estimates of the future performance of Silk Road in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of shares of Silk Road common stock (other than holders of excluded shares) of the merger consideration to be received by such holders in the merger and were provided to the Silk Road Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Silk Road or Silk Road common stock.

The type and amount of consideration payable in the merger was determined through negotiations between Silk Road and Boston Scientific, rather than by any financial advisor, and was approved by the Silk Road Board. The decision to enter into the merger was that of the Silk Road Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Silk Road Board in its evaluation of the merger and should not be viewed as determinative of the views of the Silk Road Board, Silk Road management or any other party with respect to the merger or the merger consideration.

Silk Road has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of approximately $25 million, $2.5 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon consummation of the merger. In addition, Silk Road has agreed to reimburse certain of BofA Securities’ expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Silk Road, Boston Scientific and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Silk Road and have received or in the future may receive compensation for the rendering of these services, including having acted as joint bookrunning manager and/or underwriter for a certain equity offering of Silk Road. From May 1, 2022, through April 30, 2024, BofA Securities and its affiliates derived aggregate revenues from Silk Road of approximately $2 million for corporate and/or investment banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Boston Scientific, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as manager and/or underwriter for certain debt offerings of Boston Scientific and/or its subsidiaries, (ii) having acted or acting as joint lead arranger and/or lender under certain letters of credit and credit and leasing facilities for Boston Scientific, (iii) having provided or providing certain treasury management services and products to Boston Scientific and (iv) having provided or providing certain derivatives and foreign exchange trading services to Boston Scientific. From May 1, 2022, through April 30, 2024, BofA Securities and its affiliates derived aggregate revenues from Boston Scientific of approximately $5 million for corporate and/or investment banking services.

As of June 17, 2024, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding common stock of Silk Road having a market value of approximately $5 million as of such date, representing less than 1% of the outstanding common stock of Silk Road as of such date and (ii) outstanding common stock of Boston Scientific having a market value of approximately $150 million as of such date, representing less than 0.5% of the outstanding common stock of Boston Scientific as of such date.

Other than in connection with Silk Road’s regular earnings press releases and related investor materials, Silk Road does not, as a matter of course, make public its prospective or projected operational or financial plans, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Silk Road management regularly prepares, and the Silk Road Board regularly evaluates, prospective financial information concerning Silk Road’s future performance as part of its operating budget and strategic planning processes. Silk Road management regularly makes and reviews with the Silk Road Board updates to its annual operating budget and long-range operating and financial plan, including to reflect actual results, trends in Silk Road’s business and industry and then-current expectations for the future performance of Silk Road’s business.

As part of Silk Road’s exploration and evaluation of a sale of Silk Road and other strategic alternatives available to Silk Road (including continuing as an independent company), Silk Road management prepared and reviewed with the Silk Road Board the Silk Road Long-Range Plan. The Silk Road Long-Range Plan was provided to, and approved by the Silk Road Board for use and reliance by, BofA Securities for purposes of performing its financial analyses in connection with rendering its opinion to the Silk Road Board, as described in the section of this proxy statement captioned “—Opinion of BofA Securities, Inc.” Prospective financial information for Silk Road’s fiscal years 2024 through 2026 included in the Silk Road Long-Range Plan was provided to, and discussed with, Boston Scientific as part of its due diligence review of Silk Road. For purposes of this section of

the proxy statement, we refer to the Silk Road Long-Range Plan as the “Financial Projections.” For more information on the preparation, review and use of the Financial Projections, see the section of this proxy statement captioned “—Background of the Merger.”

The Financial Projections were developed by Silk Road management for internal use as then-current estimates of Silk Road’s future performance as an independent company. The Financial Projections do not give effect to the merger, including (1) any impact of the negotiation or execution of the merger agreement or the merger; (2) the expenses that have already and will be incurred in connection with completing the merger; or (3) any changes to Silk Road’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the merger. The Financial Projections also do not consider the effect of any failure of the merger to be completed, and the Financial Projections should not be viewed as accurate or continuing in that context.

The Financial Projections are not included in this proxy statement to influence any decision on whether to vote in favor of the adoption of the merger agreement or any other proposal presented at the special meeting, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Silk Road Board, BofA Securities and Boston Scientific. By including the Financial Projections in this proxy statement, none of Silk Road, the Silk Road Board, BofA Securities, Boston Scientific or any of our or their respective officers, directors, advisors or other representatives or any other person has made or makes any representation to any person regarding Silk Road’s ultimate performance as compared to the information contained in the Financial Projections. The inclusion of the Financial Projections should not be regarded as an indication that Silk Road, the Silk Road Board, BofA Securities or any other person considered, or now considers, them to be necessarily predictive of actual future results, and such information should not be relied on as such. Further, the inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation by Silk Road that the information presented is material.

The Financial Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which we refer to as “GAAP”). In addition, the Financial Projections were not prepared with a view toward compliance with published guidelines of the SEC with respect to forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Financial Projections were prepared by, and are the responsibility of, Silk Road management. Neither Silk Road’s independent registered public accounting firm, PricewaterhouseCoopers LLP, nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Financial Projections, and accordingly, neither PricewaterhouseCoopers LLP nor any other independent accountants express an opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers LLP incorporated by reference into this proxy statement relates solely to Silk Road’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Silk Road management that Silk Road management believed in good faith were reasonable at the time that the Financial Projections were prepared, including as described below. Silk Road’s ability to achieve the financial results contemplated by the Financial Projections will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods, and will be subject to industry, operational and execution risks. The Financial Projections are forward-looking information and are subject to many risks and uncertainties and reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Financial Projections not to be achieved can be found in the risk factors included in Silk Road’s periodic filings with the SEC. These factors are difficult to predict, and may be outside of Silk Road’s control. As a result, there can be no assurance that the Financial Projections will be realized and our actual results may be materially better or worse than those implied by the Financial Projections. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.”

The Financial Projections may differ from publicized estimates, guidance and forecasts with respect to Silk Road’s future financial performance. Stockholders should evaluate the Financial Projections, if at all, in conjunction with our historical financial statements and other information regarding Silk Road contained in our public filings with the SEC. The Financial Projections may not be comparable with our historical operating data as a result of the assumptions utilized in preparing such information. The Financial Projections do not include any updates or revisions to reflect information or results as of any date subsequent to their preparation. Except to

the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. We may have reported, and may continue to report, results of operations for periods included in the Financial Projections that were or will be completed following the preparation of the Financial Projections. Stockholders and investors are urged to refer to our periodic filings with the SEC for information on our actual historical results.

Because the Financial Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Financial Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Financial Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Financial Projections are not fact and should not be relied upon as being necessarily indicative of Silk Road’s future results or for purposes of making any investment decision. In light of the foregoing factors and the uncertainties inherent in the Financial Projections, stockholders and investors are cautioned not to place undue, if any, reliance on the Financial Projections.

Certain of the financial measures included in the Financial Projections are non-GAAP financial measures (which we refer to as “non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Projections, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not presented to or relied upon by the Silk Road Board, BofA Securities or any other person, and were not presented to Boston Scientific or any other potential acquirer. Accordingly, no reconciliation of the financial measures included in the Financial Projections is provided in this proxy statement.

The following table summarizes the Silk Road Long-Range Plan. Silk Road management made various estimates and assumptions when preparing the Financial Projections, including: (1) estimated growth in the TCAR total addressable market in the U.S. between 2024 and 2033 based on third party demographic and epidemiology estimates; (2) estimated revenue growth driven by continued adoption of TCAR in the U.S., with additional contributions from expansion into non-U.S. markets and new product launches; (3) expected improving profitability and cash flow generation over time based on manufacturing and sales efficiencies from increased volume of sales of existing and new products, planned operational initiatives and fixed growth of R&D and G&A costs; and (4) a long-term effective tax rate of 25%.

When considering the recommendation of the Silk Road Board that you vote to adopt the merger agreement, you should be aware that some of our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of stockholders more generally, as more fully described below. The Silk Road Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders.

No acquisition proposal submitted by Boston Scientific contemplated specific roles or compensation arrangements for any officer or employee of Silk Road. As of the date of this proxy statement, none of our executive officers has entered into any arrangement or agreement with Boston Scientific or any of its subsidiaries regarding employment or service with Boston Scientific after the completion of the merger, nor have any discussions been held between any of our executive officers and Boston Scientific with respect to any such agreement, arrangement or understanding. However, prior to and following the completion of the merger, Boston Scientific may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of our officers or employees to be effective as of the effective time.

Under the merger agreement, Boston Scientific has agreed that, from and after the effective time, the surviving corporation will, to the fullest extent permitted under the DGCL, honor and fulfill in all respects the obligations of Silk Road under Silk Road’s certificate of incorporation and bylaws and any and all indemnification agreements between Silk Road and any of their respective present or former directors and officers (and any person who becomes a director or officer of Silk Road prior to the effective time) (collectively, the “indemnified parties”). Boston Scientific has also agreed that the certificate of incorporation and bylaws of the surviving corporation will contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses for the benefit of Silk Road’s directors and officers than are set forth in Silk Road’s certificate of incorporation and bylaws.

In addition, Boston Scientific has agreed that, for a period of six years after the effective time, the surviving corporation will to the fullest extent permitted under applicable law, indemnify and hold harmless each indemnified party against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any action (whether arising before or after the effective time), whether civil, criminal, administrative or investigative, arising out of or relating to any action or omission in their capacity as a director or officer of Silk Road, occurring on or before the effective time, and to the fullest extent permitted by law, the surviving corporation will pay all expenses of each indemnified party in advance of the final disposition of any such action, subject to receipt of an undertaking to repay such advances if it is ultimately determined in accordance with applicable law that such indemnified party is not entitled to indemnification described in this paragraph, subject to the additional terms and conditions of the merger agreement.

Further, under the merger agreement, Silk Road has agreed to either (i) cause to be obtained, effective as of the effective time, “tail” insurance policies with a claims period of at least six years from the effective time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as Silk Road’s existing policies as of immediately prior to the effective time for claims arising from facts or events that occurred on or prior to the effective time, and the surviving corporation will maintain in effect such insurance policies for six years from the effective time; provided that, if for any reason the surviving corporation fails to maintain such policies in effect the surviving corporation will substitute such policies with policies of at least the same coverage containing terms and conditions that are no less favorable to the indemnified parties with respect to matters occurring prior to the effective time; provided, however, that in no event will the surviving corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by Silk

Road for such insurance; provided further that in the event of an expiration, termination or cancellation of such current policies, Boston Scientific or the surviving corporation will be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums.

For more information, please see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

The merger agreement provides that in connection with the merger, Silk Road’s equity awards and the ESPP will be treated as described below. For more information, see the section of this proxy statement captioned “The Merger Agreement—Merger Consideration—Treatment of Silk Road Equity Awards and the ESPP in the Merger.”

The merger agreement provides that at the effective time:

The merger agreement provides, that at the effective time, each Silk Road RSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the merger consideration and (ii) the aggregate number of shares underlying such Silk Road RSU, less applicable taxes and authorized deductions.

The merger agreement provides that, at the effective time, each Silk Road PSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the merger consideration and (ii) the aggregate number of shares underlying such Silk Road PSU determined based on achievement of market or performance conditions in accordance with the applicable award agreement or Silk Road stock plan as of immediately prior to the effective time, less applicable taxes and authorized deductions. Each Silk Road PSU that has not been deemed earned in accordance with the applicable award agreement or Silk Road stock plan as of the effective time will be canceled without the payment of consideration.

Boston Scientific will cause the surviving corporation to make the payments described above with respect to Silk Road equity awards as promptly as practicable (and in no event later than 30 calendar days) following the effective time.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Merger Consideration—Treatment of Silk Road Equity Awards and the ESPP in the Merger.”

The merger agreement provides that, following the signing of the merger agreement, Silk Road will continue to operate the ESPP in accordance with its terms and past practice for the offering period in effect as of June 17, 2024, which is the date of the merger agreement, except that no new participants will be able to commence participation in the offering period and current participants will not be permitted to increase their payroll deductions in effect as of June 17, 2024. If the effective time is expected to occur prior to the end of the current offering period, Silk Road will provide for an earlier exercise date for the current offering period as close to the effective time as is administratively practicable. The merger agreement provides that Silk Road will not commence a new offering period after the end of the current offering period, and will terminate the ESPP as of or prior to the effective time.

Silk Road has entered into change in control and severance agreements (which we refer to as the “severance agreements”) with each of its executive officers. As described below, Erica Rogers, the former CEO of Silk Road, retired in November 2023, and she is no longer eligible for severance benefits under any severance agreement. Payments and benefits to all executive officers described below in the event of a qualifying termination are subject in each case to the executive’s execution and non-revocation of a general release of claims against Silk Road and certain related parties, as well as satisfaction of certain other terms and conditions, including the return of all Silk Road property and continued compliance with the terms of any invention, confidential information and non-competition or similar agreement with Silk Road.

Under each severance agreement, if, within the period three months prior to or 12 months following a “change in control” (we refer to such period as the “change in control period”), Silk Road terminates the employment of the applicable executive officer without “cause” (excluding by reason of the executive officer’s death or disability) or the executive officer resigns for “good reason” (as such terms are defined in the executive officer’s change of control and severance agreement) and the executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the executive officer’s termination, the executive officer is entitled to receive:

In addition, under each of these agreements, if, outside of the change in control period, Silk Road terminates the employment of the applicable executive officer without cause (excluding by reason of the executive officer’s death or disability), or, with respect to Mr. McKhann and Mr. Klemz’s new hire award equity acceleration (discussed below), the executive officer resigns for good reason, and the executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the executive officer’s termination, the executive officer is entitled to receive:

Under each severance agreement, in the event any payment to the applicable executive officer pursuant to such executive officer’s severance agreement would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive

officer will receive such payment as would entitle the executive officer to receive the greatest after-tax benefit, even if it means that we pay the executive officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

For purposes of these agreements, “change in control” has the meaning ascribed to such term in the Silk Road Medical, Inc. 2019 Equity Incentive Plan. The merger will constitute a change in control for this purpose.

Under our outside director compensation policy (which we refer to as the “outside director compensation policy”), which describes the compensation received by directors who are not employees of Silk Road (whom we refer to as “outside directors”) in the event of a change in control, each outside director will fully vest in his or her outstanding Silk Road equity awards provided that the outside director continues to be an outside director through the date of such change in control. For the avoidance of doubt, the treatment of equity awards described in the previous sentence is consistent with the terms of the merger agreement and all such equity awards will be treated in accordance with the merger agreement. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Merger Consideration—Treatment of Silk Road options, Silk Road RSUs and Silk Road PSUs.”

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the merger that will or may become payable by Silk Road to our named executive officers in connection with the merger. For more information, please see the section of this proxy statement captioned “—Interests of Silk Road’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control.” This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Silk Road’s named executive officers. Silk Road’s “named executive officers” for purposes of the disclosure in this proxy statement are (i) Charles S. McKhann, Chief Executive Officer; (ii) Erica J. Rogers, former President and Chief Executive Officer, (iii) Lucas W. Buchanan, Chief Operating Officer and Chief Financial Officer; (iv) Andrew S. Davis, Chief Commercial Officer; (v) Kevin M. Klemz, Executive Vice President, Chief Legal Officer and Secretary; and (vi) Richard M. Ruedy, Executive Vice President of Regulatory and Clinical Affairs and Quality Assurance. Ms. Rogers retired as our President and Chief Executive Officer, effective November 2, 2023, and currently serves and will serve as an independent consultant through November 1, 2024 and is not entitled to receive any benefits in connection with, or following, the merger, other than the merger consideration payable in respect of her shares and the acceleration of Silk Road options and Silk Road RSUs held by her as of the assumed closing on June 30, 2024.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger.

The table below assumes that:

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. These assumptions may or may not actually be correct. Accordingly, the ultimate amounts to be received by Silk Road’s named executive officers in connection with the merger may differ from the amounts set forth below. For purposes of the footnotes to the table below, “double-trigger” refers to benefits that require two conditions, which are a change in control and a qualifying termination. For more information, please see the information under the section of this proxy statement captioned “—Interests of Silk Road’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control” for a quantification of the amounts that Silk Road’s named executive officers will receive in respect of vested equity awards at the assumed closing on June 30, 2024.

The following table sets forth the number of shares and the number of shares underlying outstanding Silk Road options, Silk Road RSUs and Silk Road PSUs held by each of Silk Road’s executive officers and outside directors as of June 30, 2024. The table also sets forth the values of these shares and Silk Road equity awards, determined as the number of shares (or shares subject to the equity awards) multiplied by the merger consideration (less the applicable per share exercise price, in the case of any Silk Road options with an exercise price less than the merger consideration). Except for the shares and equity awards described herein, no additional shares or equity awards have been or are expected to be issued or granted, as applicable, to any executive officer or outside director in contemplation of the merger.

On November 2, 2023, Erica Rogers, the former CEO of Silk Road, retired from Silk Road. In connection with Ms. Rogers’ retirement, Silk Road entered into an executive retirement and transition agreement and consulting agreement with her pursuant to which she agreed to assist with the transition of her role and consult as an advisor to the Silk Road Board for one year and execute a release of claims in favor of Silk Road in exchange for a $55,000 monthly consulting fee, continued vesting during the one-year consulting period of her unvested stock options, an up to two-year extension of the post-termination exercise period of her options that are vested at the end of her one-year consulting period and acceleration of vesting on unvested restricted stock units which otherwise would have vested during the one-year consulting period. Ms. Rogers’ unvested performance-based restricted stock units terminated immediately as of her retirement date. Silk Road also agreed to pay Ms. Rogers her full 2023 annual bonus as calculated based on achievement of the corporate performance goals and reimburse her for premiums paid to maintain her group health insurance under COBRA for her and her dependents for up to 18 months. No severance or other payments were made to Ms. Rogers in connection with her retirement.

No acquisition proposal submitted by Boston Scientific contemplated specific roles or compensation arrangements for any officer or employee of Silk Road. As of the date of this proxy statement, none of our executive officers has entered into any arrangement or agreement with Boston Scientific or any of its subsidiaries regarding employment or service with Boston Scientific after the completion of the merger, nor have any discussions been held between any of our executive officers and Boston Scientific with respect to any such

agreement, arrangement or understanding. However, prior to and following the completion of the merger, Boston Scientific may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of our officers or employees to be effective as of the effective time.

The merger agreement provides that, subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into Silk Road. As a result, the separate corporate existence of Merger Sub will cease and Silk Road will survive the merger and continue to exist after the merger as a wholly owned subsidiary of Boston Scientific.

The merger will take place no later than the fourth business day after satisfaction or waiver of all conditions described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger,” (other than those conditions that by their terms are to be satisfied or waived at the closing, it being understood that the occurrence of closing will remain subject to the satisfaction or waiver of such conditions at the closing) or on a different date that Boston Scientific and Silk Road agree to.

At the closing, the parties will file a certificate of merger with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. The merger will become effective upon the filing of the certificate of merger, or at a later time that Silk Road and Boston Scientific agree and specify in the certificate of merger.

Consummation of the merger is subject to various closing conditions, including, among others, adoption of the merger agreement by the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote thereon as of the record date, the expiration or termination of the required waiting period applicable to the consummation of the merger under the HSR Act, and certain other conditions.

The merger is currently expected to be completed in the second half of 2024, subject to the satisfaction of the closing conditions under the merger agreement. Because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control, it is possible that the merger will be consummated at a later time or not at all.

If the merger is consummated, our stockholders (including beneficial owners of shares of our common stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand appraisal of their shares of common stock; (3) continuously hold of record or beneficially own their shares of common stock through the effective date of the merger; (4) otherwise comply with the procedures of Section 262; and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares of common stock in connection with the merger under Section 262. Unless otherwise expressly noted, all references in Section 262 and in this summary to a “stockholder” mean a holder of record of stock, all references in Section 262 and in this summary to “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity, in each case, unless otherwise expressly noted.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders or beneficial owners of our common stock exercise their appraisal rights under Section 262.

STOCKHOLDERS AND BENEFICIAL OWNERS OF SHARES OF OUR COMMON STOCK SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED HEREIN.

Under Section 262, if the merger is completed, holders of record of shares of our common stock or beneficial owners who (1) deliver a written demand for appraisal of such person’s shares of our common stock to Silk

Road prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares of common stock on the date of making the demand for appraisal through the effective date of the merger; (4) otherwise comply with the procedures and satisfy certain ownership thresholds, as applicable, set forth in Section 262; and (5) do not withdraw such person's demand or otherwise lose such person's right to appraisal, may be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown or as otherwise provided in Section 262) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (1) the total number of shares of such class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262 or (2) the value of the aggregate merger consideration provided as consideration in the merger in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Given that the shares of our common stock are listed on Nasdaq (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied with respect to such shares.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown or as otherwise provided in Section 262, interest, if any, on the amount determined to be the fair value of the shares of common stock subject to appraisal will accrue and compound quarterly from the effective date of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares of common stock as determined by the Delaware Court of Chancery and (y) interest accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Silk Road’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of record or beneficial owner of shares of our common stock who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the merger consideration described in the merger agreement, without interest, less any applicable withholding taxes in respect of each share of common stock they hold. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Silk Road believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

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

As described below, within 120 days after the effective date of the merger, but not thereafter, an appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of common stock held by all persons entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners 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 our common stock. In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of our common stock unless one of the ownership thresholds is met with respect to such shares.

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

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

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

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

Silk Road Medical, Inc.

1213 Innsbruck Drive

Sunnyvale, California 94089

Attention: Corporate Secretary

At any time within 60 days after the effective date of the merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the merger agreement, by delivering to Silk Road, as the surviving corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the effective date of the merger may only be made with the written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which we refer to as a “reservation”) for any application (as defined below) to the Delaware Court of Chancery; provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective date of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the merger consideration being offered pursuant to the merger agreement.

If the merger is completed, within 10 days after the effective date of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has submitted a demand for appraisal in accordance with 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.

Within 120 days after the effective date of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares of common stock held by all persons entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners 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 our common stock. Accordingly, any persons who desire to have their shares of common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our common stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

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

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

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares of common stock and who hold common stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares of common stock are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

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

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

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

Persons considering seeking appraisal should be aware that the fair value of their shares of common stock 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 of common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262.

ALTHOUGH SILK ROAD BELIEVES THAT THE 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 AND BENEFICIAL OWNERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE MERGER CONSIDERATION.

Neither Silk Road nor Boston Scientific anticipates offering more than the merger consideration to any persons exercising appraisal rights, and each of Silk Road and Boston Scientific 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 our common stock is less than the merger consideration. If a petition for appraisal is not timely filed or, with respect to our common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

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

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

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

From and after the effective date of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of our common stock for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger).

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the merger consideration for your dissenting shares in accordance with the merger agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The merger is being accounted for as a business combination using the acquisition method with Boston Scientific as the accounting acquirer in accordance with Accounting Standards Codification Topic 805, Business

Combinations. Under this method of accounting, the aggregate purchase consideration will be allocated to Silk Road’s assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. holders and Non-U.S. holders of shares of our common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based on the Code, U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the U.S. Internal Revenue Service (which we refer to as the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change, which may or may not be retroactive, could alter the tax consequences to the holders of our common stock as described herein.

This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, as property held for investment purposes). With respect to holders whose shares of our common stock were subject to vesting restrictions at the time such shares were acquired, if any, this discussion assumes that a valid and timely election pursuant to Section 83(b) of the Code was made with respect to such shares.

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

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in

such partnership will generally depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Partnerships holding shares of our common stock and partners therein should consult their own tax advisors regarding the consequences of the merger.

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

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

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

The receipt of cash by a U.S. holder in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes (and also may be a taxable transaction under applicable state, local, non-U.S. and other income tax laws). In general, subject to the discussion below relating to the potential application of Section 304 of the Code, such U.S. holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. holder’s adjusted tax basis generally will equal the amount that such U.S. holder paid for the shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. holder’s holding period in such shares is more than one year at the closing date 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). Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations, and in general, capital losses may only be used to reduce capital gains to the extent thereof. However, individual taxpayers generally may deduct annually up to $3,000 of capital losses in excess of their capital gains.

If a U.S. holder acquired different blocks of shares of our common stock at different times and/or different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock.

For purposes of this discussion, a “Non-U.S. holder” is a beneficial owner of shares of our common stock that is not a U.S. holder, a partnership or other pass-through entity for U.S. federal income tax purposes.

Subject to the discussion below on the potential application of Section 304 of the Code, backup withholding and FATCA (as defined below) withholding, any gain realized by a Non-U.S. holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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

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

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders

that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

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

If Section 304 of the Code applies to the merger, a holder may be subject to U.S. federal income tax treatment that differs materially from that described under “—U.S. Holders—Taxable Sale of Silk Road Common Stock” and “—Non-U.S. Holders—Taxable Sale of Silk Road Common Stock,” as applicable. Section 304 of the Code will apply to the merger if holders of shares of Silk Road common stock, taken together, own (actually or constructively under attribution rules set forth in the Code) 50% or more of Boston Scientific, by vote or value, following the completion of the merger, due to shares of Boston Scientific common stock held by such holders of Silk Road common stock at the time of the merger. It may not be possible to establish with certainty following the closing of the merger whether or not Section 304 of the Code applied to the merger because the ownership information (including constructive ownership) necessary to make such determination may not be available. Based on the limited ownership information that is reasonably available, it is possible that Section 304 of the Code could apply to the merger. Boston Scientific and Silk Road intend to continue to monitor the application of Section 304 of the Code to the merger based on reasonably available ownership information.

All holders of shares of Silk Road common stock that also own (including by attribution) shares of Boston Scientific common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code, including with respect to any actions that may be taken to mitigate such application.

If Section 304 of the Code applies to the merger, the consideration received by a holder who actually or constructively owns Boston Scientific common stock at the time of the merger would be treated as a distribution, unless the consideration paid is “substantially disproportionate” or “not essentially equivalent to a dividend” with respect to a particular holder pursuant to the tests described under Section 302 of the Code, in which case the transaction would be treated as a sale of shares. As a result, a holder of Silk Road common stock whose percentage ownership interest in Silk Road immediately after the merger (including indirectly as a result of owning stock in Boston Scientific and taking into account any shares of Boston Scientific stock actually and constructively owned by such holder prior to the merger) is not lower than its percentage ownership interest in Silk Road prior to the merger by an amount that satisfies certain tests under Section 302 of the Code may be treated as receiving a taxable distribution in an amount up to the fair market value of the consideration received by such holder in the merger. Whether the consideration paid is treated as a distribution with respect to a holder will depend upon the holder’s particular circumstances. Under IRS published guidance, for a holder who has a minimal percentage stock interest in Silk Road and who exercises no control over corporate affairs, such a holder’s consideration received in the merger would not be treated as a distribution so long as that holder experiences any reduction in its percentage stock interest, determined by comparing that holder’s percentage of Silk Road stock actually and constructively owned by that holder immediately prior to the merger with the percentage of stock of Silk Road that is constructively owned (through actual and constructive ownership of Boston Scientific stock) immediately following the merger. In that situation the receipt of consideration in exchange for Silk Road common stock pursuant to the merger would be taxable as a sale with respect to such holder, with the U.S. holders and Non-U.S. Holders being subject to the U.S. federal income tax consequences described under “—U.S. Holders—Taxable Sale of Silk Road Common Stock” and “—Non-U.S. Holders—Taxable Sale of Silk Road Common Stock,” as applicable.

For a holder that does not experience a reduction in its percentage stock interest as described above, if Section 304 does apply to the merger, such holder’s consideration received in the merger would be treated as a distribution. A distribution under Section 304 of the Code would be taxable as a dividend to a holder to the extent of such holder’s allocable share of the relevant current or accumulated earnings and profits, as described further below.

Holders who hold a material percentage of the outstanding Silk Road common stock, or who exercise managerial control over its corporate affairs, are subject to different rules that require a more significant reduction in percentage stock interest to avoid distribution treatment if Section 304 of the Code applies to the merger. Any such holders are urged to consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger in light of their particular circumstances.

For U.S. holders, dividends are generally taxable as ordinary income. However, while there is no controlling authority, assuming certain holding period requirements are satisfied, a reduced U.S. federal income tax rate should be available for a dividend that a non-corporate U.S. holder is deemed to receive under Section 304 of the Code. To the extent that a corporate U.S. holder of Silk Road common stock is treated as having received a dividend as a result of Section 304 of the Code, such dividend may be eligible for a dividends received deduction (subject to certain requirements and limitations) and may be subject to the “extraordinary dividend” provisions of the Code.

The portion of any deemed distribution not paid out of the relevant current or accumulated earnings and profits would be applied against such U.S. holder’s adjusted tax basis in its Silk Road common stock and thereafter would be treated as gain from the sale of such U.S. holder’s Silk Road common stock.

For Non-U.S. holders, the receipt of any amounts treated as a dividend generally will be subject to U.S. withholding tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty), unless such dividend is effectively connected with a Non-U.S. holder’s conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, is attributable to a U.S. permanent establishment or fixed place of business of the Non-U.S. holder). However, because application of Section 304 of the Code to the merger is uncertain and because the application of Section 304 of the Code depends on a holder’s particular circumstances, a withholding agent may not be able to determine whether a holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, a withholding agent may withhold tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the full amount of the consideration payable to a Non-U.S. holder unless (1) the withholding agent has established special procedures allowing Non-U.S. holders to certify that they are exempt from such withholding tax and (2) the Non-U.S. holder is able to certify that the Non U.S. holder meets the requirements of such exemption (e.g., because the Non-U.S. holder is not treated as receiving a dividend under the Section 302 tests described above). Boston Scientific and Silk Road intend to continue to monitor the potential application of Section 304 of the Code to the merger based on reasonably available ownership information. In the event it is determined that Section 304 of the Code could reasonably be expected to apply to the merger, Boston Scientific and Silk Road may determine to make available ownership certification forms that a Non-U.S. holder may submit to a withholding agent to establish non-dividend treatment if the Non-U.S. holder’s relevant facts support such treatment. However, there can be no assurance that such ownership certification forms will be made available or that a withholding agent will establish or otherwise implement any applicable ownership certification procedures. In order to obtain a reduced rate of withholding under a tax treaty, a Non U.S. holder claiming such a reduced rate will be required to deliver a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) to the applicable withholding agent. In the event a withholding agent withholds excess amounts payable to a Non-U.S. holder, the Non-U.S. holder may generally obtain a refund of any such excess amounts by timely filing an appropriate claim with the IRS.

Section 304 of the Code and the Treasury regulations and guidance thereunder are complex. Any holder that actually or constructively owns, or expects to own at the time of the merger, both shares of Silk Road common stock and shares of Boston Scientific common stock should consult its own tax advisors with respect to the application of Section 304 of the Code in its particular circumstances (including as to its tax basis in the shares subject to Section 304 of the Code). In addition, all Non-U.S. holders should consult their own tax advisors regarding their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax with respect to the consideration payable to them pursuant to the merger, and any actions that may be taken to mitigate any potential adverse tax consequences.

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

Under the merger agreement, the merger cannot be completed until the waiting period (and any extension thereof) applicable to the merger under the HSR Act has expired or been terminated. Each of Boston Scientific and Silk Road filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the DOJ and the FTC in connection with the merger on July 10, 2024. The initial waiting period is 30 days and would therefore expire at 11:59 p.m., Eastern time, on August 9, 2024, though this period may be shortened if the reviewing agency grants “early termination,” may be restarted if Boston Scientific voluntarily withdraws and re-files its Notification and Report Form, and may be extended if the reviewing agency issues a “second request.”

There can be no assurance that Boston Scientific and Silk Road will be able to obtain regulatory clearance (as described in the previous paragraph or with respect to any other regulatory clearances and approvals that may be necessary to complete the merger under applicable law) in the timeframe required or at all. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Regulatory Filings.”

Boston Scientific will be required to pay Silk Road a termination fee of $69,500,000 if the merger agreement is terminated under certain circumstances in which required regulatory approvals have not been obtained or if a governmental authority enacts or enforces any final and nonappealable law or order on regulatory grounds permanently enjoining or otherwise permanently preventing the consummation of the merger, subject to the additional terms and conditions set forth in the merger agreement. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Termination Fees—Boston Scientific Termination Fee.”

If the merger is completed, our common stock will no longer be traded on Nasdaq and will be deregistered under the Exchange Act. At that time, we will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC with respect to our common stock.

We are asking you to approve a proposal to adopt the merger agreement. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement, as well as the certificate of incorporation of the surviving corporation in the merger included as an exhibit to the merger agreement, is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. You are urged to read the merger agreement carefully and in its entirety.

The adoption of the merger agreement requires an affirmative vote of the holders of a majority of all issued and outstanding shares of our common stock entitled to vote as of the close of business on the record date. The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will, in each case, have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at the special meeting.

The Silk Road Board unanimously recommends that you vote “FOR” this proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Silk Road’s Directors and Executive Officers in the Merger—Golden Parachute Compensation Table,” including the additional disclosures referenced therein that otherwise are disclosed in the section of this proxy statement captioned “The Merger—Interests of Silk Road’s Directors and Executive Officers in the Merger.”

We are asking our stockholders to approve the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger. These payments are set forth in the section of this proxy statement captioned “The Merger—Interests of Silk Road’s Directors and Executive Officers in the Merger—Golden Parachute Compensation Table” and the accompanying footnotes and additional disclosures referenced therein. Except with respect to the Silk Road PSUs, the various plans and arrangements pursuant to which these compensation payments may be made generally have previously formed part of Silk Road’s overall compensation program for our named executive officers and previously have been disclosed to stockholders in public filings, including our annual proxy statement. These historical arrangements were adopted and approved by the Silk Road Board or the Compensation Committee of the Silk Road Board, which is composed solely of outside directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, approval of this proposal will constitute the approval of the following resolution at the special meeting:

“RESOLVED, that the stockholders of Silk Road approve, on a non-binding, advisory basis, the compensation that will or may become payable by Silk Road to our named executive officers in connection with the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Silk Road’s Directors and Executive Officers in the Merger—Golden Parachute Compensation Table” in Silk Road’s proxy statement for the special meeting.”

Our stockholders should note that this proposal is not a condition to completion of the merger. As a non-binding, advisory vote, the result on this proposal will not be binding on Silk Road, the Silk Road Board or Boston Scientific. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, our named executive officers will be eligible to receive the compensation that is based on or that otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

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

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the outcome of the proposal described above, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on this proposal, except to the extent that such failure affects obtaining a quorum at the meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” this proposal. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at the special meeting.

The Silk Road Board unanimously recommends that you vote “FOR” this proposal.

We are asking you to approve a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If stockholders approve this proposal, we can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against adoption of the merger agreement. Among other things, approval of this proposal could mean that, even if we received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek stockholder approval to adjourn the special meeting if a quorum is not present. Our stockholders should also be aware that the chairperson of the special meeting may also adjourn the special meeting to another place, if any, date or time, whether or not a quorum is present, even if our stockholders do not approve this proposal.

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

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the outcome of the proposal described above, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on this proposal, except to the extent that such failure affects obtaining a quorum at the meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If you abstain from voting, that abstention will have the same effect as a vote “AGAINST” this proposal. However, abstentions are counted as shares of our common stock present or represented by proxy at the special meeting for purposes of determining whether a quorum is present at the special meeting.

The Silk Road Board unanimously recommends that you vote “FOR” this proposal.

The following summary describes certain material provisions of the merger agreement. This summary is not complete and 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. We encourage you to carefully read the merger agreement in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement were made for purposes of the merger agreement and as of specific dates, were for the benefit of the parties to the merger agreement except as expressly stated therein and may be subject to important qualifications, limitations and supplemental information agreed to by Silk Road, Boston Scientific and Merger Sub in connection with negotiating the terms of the merger agreement, including certain qualifications, limitations and supplemental information disclosed in the confidential disclosure letter delivered by Silk Road to Boston Scientific prior to the execution of the merger agreement (which we refer to as the “company letter”). In addition, the representations and warranties were included in the merger agreement for the purpose of allocating contractual risk between Silk Road, Boston Scientific and Merger Sub, and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors. In reviewing the representations, warranties, covenants and agreements contained in the merger agreement or any description thereof in this summary, it is important to bear in mind that such representations, warranties, covenants and agreements or any descriptions were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of Silk Road, Boston Scientific and Merger Sub or any of their respective affiliates or businesses except as expressly stated in the merger agreement.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. You should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Silk Road, Boston Scientific and Merger Sub because the parties to the merger agreement may take certain actions that are either expressly permitted in the company letter or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and attached as Annex A to this proxy statement, with the intention of providing you with information regarding the terms of the merger. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC.

The merger agreement provides that, upon the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into Silk Road. As a result of the merger, (a) the separate corporate existence of Merger Sub will cease, and Silk Road will continue as the surviving corporation of the merger and a wholly owned subsidiary of Boston Scientific and (b) the merger will have the effects set forth in the merger agreement, and in the applicable provisions of the DGCL. At the effective time, all of the property, rights, privileges and powers of Silk Road and Merger Sub will vest in the surviving corporation, and all of the debts, liabilities and duties of Silk Road and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

At the effective time, the amended and restated certificate of incorporation of Silk Road as in effect as of the signing date (the “Silk Road charter”) will be amended and restated in its entirety to be in the form as set forth in Exhibit A to the merger agreement. Boston Scientific and Silk Road will take such actions reasonably necessary to cause the amended and restated bylaws of Silk Road as in effect as of the signing date (the “Silk Road bylaws”) to be amended in their entirety, as the second amended and restated bylaws of Silk Road, upon the effective time to conform to the bylaws of Merger Sub as in effect immediately prior to the effective time (except that the name will be “Silk Road Medical, Inc.”), and as so amended will be the bylaws of the surviving corporation until thereafter amended as provided therein or by applicable law.

Unless otherwise designated by Boston Scientific prior to the effective time, the directors of Merger Sub immediately prior to the effective time will be the directors of the surviving corporation upon the effective time and the officers of Merger Sub immediately prior to the effective time or such other individuals designated by

Boston Scientific as of the effective time will be the officers of the surviving corporation upon the effective time, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

Unless the merger agreement has been terminated in accordance with its terms, the closing will take place by electronic exchange of the required closing deliverables at 8:00 a.m., Eastern Time, on the fourth business day after the satisfaction or written waiver (where permissible under applicable law) of all of the conditions to closing set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing (subject to their satisfaction or written waiver, where permissible)), unless another time, date or place is agreed to in writing by Boston Scientific and Silk Road. The date on which the closing occurs is referred to in the merger agreement as the “closing date.”

On the closing date, Boston Scientific, Merger Sub and Silk Road will cause a certificate of merger (which we refer to as the “certificate of merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The merger will become effective at the time the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Boston Scientific and Silk Road and specified in the certificate of merger in accordance with the DGCL, such date and time are referred to as the “effective time.”

At the effective time, each share of Silk Road common stock issued and outstanding immediately prior to the effective time, other than certain “excluded shares,” will be canceled and converted automatically into the right to receive the merger consideration.

“Excluded shares” refers to: (i) shares held in the treasury of Silk Road or owned by Merger Sub, Boston Scientific or any direct or indirect wholly owned subsidiary of Boston Scientific, (ii) Silk Road options that have an exercise price per share that is equal to or greater than the merger consideration and Silk Road PSUs that have not been deemed earned or vested in accordance with the applicable award agreement or Silk Road stock plan or (iii) certain dissenting shares, for which an appraisal under Section 262 of the DGCL has been properly demanded (as described in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

The merger agreement provides that in connection with the merger, Silk Road equity awards that are outstanding immediately prior to the effective time and the ESPP will be treated as described below.

The merger agreement provides that at the effective time:

The merger agreement provides, that at the effective time, each Silk Road RSU, whether vested but unsettled or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the merger consideration and (b) the aggregate number of shares underlying such Silk Road RSU, less applicable taxes and authorized deductions.