UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

Check the appropriate box:

ELLIE MAE, INC.

(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 the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Ellie Mae, Inc.

4420 Rosewood Drive, Suite 500

Pleasanton, CA 94588

[●], 2019

Dear Ellie Mae Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Ellie Mae, Inc. (“Ellie Mae” or the “Company”) to be held on [●], 2019, at Ellie Mae’s office, located at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588, at [●], Pacific time.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated February 11, 2019 (the “Merger Agreement”), by and among Ellie Mae, EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ellie Mae’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Parent and Merger Sub are entities that are affiliated with Thoma Bravo, LLC, a private equity investment firm. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Ellie Mae and the separate corporate existence of Merger Sub will cease, with Ellie Mae continuing as the surviving corporation (the “Merger”).

If the Merger is completed, you will be entitled to receive $99.00 in cash, less any applicable withholding taxes, for each share of Ellie Mae common stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (1) 21% to $81.92, the closing price of Ellie Mae common stock on February 11, 2019, the last full trading day prior to public announcement of Ellie Mae’s entry into the Merger Agreement; (2) 35% to $73.50, the 30-day volume weighted average price of Ellie Mae common stock ending on February 11, 2019.

The Board of Directors of Ellie Mae (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that it is in the best interests of Ellie Mae and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Ellie Mae, the performance by Ellie Mae of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (iii) resolved to recommend that Ellie Mae stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL. The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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

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

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

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

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

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

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

Call Toll-free: (800) 322-2885

proxy@mackenziepartners.com

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

Sincerely,

The accompanying proxy statement is dated [●], 2019 and, together with the enclosed form of proxy card, is first being mailed on or about [●], 2019.

Ellie Mae, Inc.

4420 Rosewood Drive, Suite 500

Pleasanton, CA 94588

[●], 2019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2019

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”), will be held on [●], 2019, at Ellie Mae’s office, located at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588, at [●], Pacific time, for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated February 11, 2019, (the “Merger Agreement”), by and among Ellie Mae, EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Ellie Mae and the separate corporate existence of Merger Sub will cease, with Ellie Mae continuing as the surviving corporation (the “Merger”);

2. To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ellie Mae’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

3. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only Ellie Mae stockholders of record as of the close of business on [●], 2019, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, “FOR”, on an advisory (non-binding) basis, the Compensation Proposal and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Dated: [●], 2019

YOUR VOTE IS IMPORTANT

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

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

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

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

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

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

Call Toll-free: (800) 322-2885

proxy@mackenziepartners.com

TABLE OF CONTENTS

i

Annexes

ii

1

2

3

4

5

6

7

8

9

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QUESTIONS AND ANSWERS

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

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

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

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If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Under specified circumstances, Ellie Mae will be required to pay Parent a termination fee of either $55 million or $110 million upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

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

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

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

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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

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If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

Call Toll-free: (800) 322-2885

proxy@mackenziepartners.com

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FORWARD-LOOKING STATEMENTS

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

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

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

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

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THE SPECIAL MEETING

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

Date, Time and Place

We will hold the Special Meeting on [●], 2019, at Ellie Mae’s principal offices, located at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588, at [●], Pacific time.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; (2) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (3) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588, during regular business hours for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during the meeting.

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

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

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Ellie Mae common stock is required to adopt the Merger Agreement. As of the Record Date, [●] votes constitute a majority of the outstanding shares of Ellie Mae common stock. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

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

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

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

Shares Held by Ellie Mae’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of Ellie Mae common stock, representing approximately [●]% of the shares of Ellie Mae common stock outstanding on the Record Date (and approximately [●]% of the total shares of Ellie Mae common stock outstanding when taking into account Company Options, Company RSU Awards, Company Restricted Stock Awards, and Company Performance Share Awards held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Ellie Mae common stock (1) “FOR” the adoption of the Merger Agreement, (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal, and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

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

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

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet

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or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.

Revocability of Proxies

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

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

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

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

Board of Directors’ Recommendation

The Board of Directors has unanimously: (1) determined that it is in the best interests of Ellie Mae and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (2) approved the execution and delivery of the Merger Agreement by Ellie Mae, the performance by Ellie Mae of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (3) resolved to recommend that Ellie Mae stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Ellie Mae. We have retained MacKenzie Partners, Inc. (“MacKenzie”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $17,500 plus expenses. We will also indemnify MacKenzie against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Completion of the Merger

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

Appraisal Rights

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

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

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

Delisting and Deregistration of Ellie Mae common stock

If the Merger is completed, the shares of Ellie Mae common stock will be delisted from NYSE and deregistered under the Exchange Act, and shares of Ellie Mae common stock will no longer be publicly traded.

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Other Matters

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, your shares of Ellie Mae common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●], 2019

The proxy statement is available at investor.elliemae.com and clicking on the link titled “SEC Filings”.

Householding of Special Meeting Materials

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

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

If you are a stockholder of record, you may contact us by writing to Ellie Mae Investor Relations at 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

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

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

Call Toll-free: (800) 322-2885

proxy@mackenziepartners.com

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THE MERGER

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

Parties Involved in the Merger

Ellie Mae, Inc.

4420 Rosewood Drive, Suite 500

Pleasanton, CA 94588

(925) 227-7000

Headquartered in Pleasanton, California, Ellie Mae is the leading cloud-based platform provider for the mortgage finance industry. Ellie Mae’s technology solutions enable lenders to originate more loans, lower origination costs, and reduce the time to close, all while ensuring the highest levels of compliance, quality and efficiency. Ellie Mae common stock is listed on The NYSE Global Market (“NYSE”) under the symbol “ELLI”.

EM Eagle Purchaser, LLC

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

(415) 263-3660

Parent was formed on February 11, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

EM Eagle Merger Sub, Inc.

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

(415) 263-3660

Merger Sub is a wholly owned subsidiary of Parent and was formed on February 11, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Thoma Bravo Fund XIII, L.P. (the “Thoma Bravo Fund”), and Parent, Merger Sub and the Thoma Bravo Fund are each affiliated with Thoma Bravo, LLC (“Thoma Bravo”). Thoma Bravo is a leading private equity investment firm focused on the software and technology-enabled services sectors. At the Effective Time, Ellie Mae, as the Surviving Corporation, will be indirectly owned by the Thoma Bravo Fund, Thoma Bravo Fund XIII-A, L.P. and Thoma Bravo Executive Fund XIII, L.P., each an affiliate of Thoma Bravo.

In connection with the transactions contemplated by the Merger Agreement, the Thoma Bravo Fund has provided Parent with an equity commitment sufficient to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund, together with cash on hand at Ellie Mae, certain fees and expenses to be paid at the closing of the Merger, contemplated by, and subject to the terms and conditions of, the Merger

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Agreement. For more information, please see the section of this proxy statement captioned “—Financing of the Merger.”

Effect of the Merger

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

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

Effect on Ellie Mae if the Merger is Not Completed

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

Merger Consideration

At the Effective Time, each share of Ellie Mae common stock (other than Excluded Shares, which include, for example, shares of Ellie Mae common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

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After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of Ellie Mae common stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Background of the Merger

The Board of Directors, with Ellie Mae senior management and outside advisors, regularly and in the ordinary course of business, reviews and assesses Ellie Mae’s then existing long-term strategy, financial performance and operations in light of developments in Ellie Mae’s business and overall developments in the industry in which it operates, taking into account the overall performance of the market and the mortgage industry generally. As part of this ongoing review and assessment, the Board of Directors considers various alternatives to Ellie Mae’s long-term strategy, including alternatives involving the continuation of Ellie Mae’s long-term business plan, possible strategic acquisitions to expand the markets that Ellie Mae serves or increase the service offerings in its existing markets, and the possible sale of Ellie Mae to a third party.

From time to time, members of Ellie Mae senior management have had high level discussions with market participants, including financial sponsors and strategic parties, regarding potential strategic transactions in order to assist the Board of Directors in understanding market developments and how these developments may impact long-term strategy. Since January 2016 and prior to the discussions below, none of these customary business discussions progressed beyond a preliminary stage with respect to a sale of Ellie Mae nor did Ellie Mae execute a confidentiality or standstill agreement outside the ordinary course of business with such parties other than as discussed below.

Starting in October 2018, representatives of Thoma Bravo and two other financial sponsors (referred to as “Party A” and “Party B”, respectively) each independently requested meetings with Jonathan Corr, Ellie Mae’s Chief Executive Officer. Promptly after receiving these inquiries, Mr. Corr provided updates to, and discussed overall communication strategy in response to this outreach with, certain members of the Board of Directors, and, following these discussions, Mr. Corr deferred substantive meetings with these financial sponsors until after the next regularly scheduled meeting of the Board of Directors.

On October 31, 2018, as part of his role in gauging the market to assist the Board of Directors in understanding market developments, Mr. Corr responded to the inquiry from Party A to facilitate a meeting following the regularly scheduled meeting of the Board of Directors on November 14, 2018.

On November 3, 2018, Mr. Corr had a preliminary meeting with representatives of Party A (at an event that both parties attended) and briefly discussed Party A’s general interests in exploring a strategic transaction.

On November 7, 2018, Mr. Corr scheduled a December meeting with representatives of Party B.

On November 14, 2018, a representative of Thoma Bravo contacted Mr. Corr to request a meeting regarding Thoma Bravo’s interest in pursuing a strategic transaction with Ellie Mae.

On that same day, the Board of Directors held a regularly scheduled meeting at Ellie Mae’s headquarters with members of Ellie Mae senior management and representatives of Cooley LLP (“Cooley”), Ellie Mae’s outside legal counsel. In light of the recent discussions with Party A and the overall performance of the mortgage industry and its impact on stockholder value, the Board of Directors invited representatives of two financial advisors, including J.P. Morgan, to provide an overview of Ellie Mae’s performance and the overall market dynamics in order to inform the Board of Directors’ ongoing assessment of Ellie Mae’s long-term strategy. One of the financial advisors presented an overview of the state of the financial markets, including recent market trends in acquisitions of publicly traded SaaS companies by financial sponsors, and J.P. Morgan presented on the

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state of the capital markets as a potential means for Ellie Mae to fund acquisitions as part of Ellie Mae’s long-term strategic stand-alone plan. The Board of Directors then considered a range of alternatives presented by these financial advisors to enhance stockholder value in light of the overall performance of the mortgage industry and the inbound inquiries from Party A, Party B and Thoma Bravo to meet with Ellie Mae management, as well as the increased likelihood for inbound and unsolicited proposals from other third parties to discuss strategic alternatives due to Ellie Mae’s recent earnings announcement and forecast. Representatives of Cooley advised the Board of Directors with respect to fiduciary duties attendant to addressing inbound inquiries and any strategic transaction process, should such activity materialize. The Board of Directors then discussed the utilization of a strategic transaction committee (the “Transaction Committee”), in order to ensure that the Board of Directors’ could evaluate and manage an appropriate process on an expedited basis in the event that any third party prompted a strategic discussion with Ellie Mae. At the conclusion of this discussion, the Board of Directors established the Transaction Committee and designated Craig Davis, Karen Blasing and Robert Levin as members of the Transaction Committee due to their independence, experience with strategic transactions, existing roles on the Board of Directors, and willingness to serve on the Transaction Committee. Craig Davis agreed to serve as Chairperson for the Transaction Committee. The Board of Directors delegated to the Transaction Committee the authority to evaluate and make recommendations to the Board of Directors regarding any indications of interest, to review and recommend that the Board of Directors approve the engagement of potential financial advisors to assist in any strategic transaction process, and to advise and oversee Ellie Mae senior management in the review and negotiation of any strategic alternatives, noting that such utilization was for convenience only and not to address any conflicts of interest. The Board of Directors specifically requested that the Transaction Committee meet with select investment banking teams, following discussion with management, to present qualifications to the Transaction Committee in preparation for any inbound strategic interest and the need to utilize financial advisory services on an expedited basis. In addition, the Board of Directors authorized senior management to have preliminary discussions with Thoma Bravo, Party A and Party B to explore each party’s interest in pursuing a strategic discussion.

Following the direction of the Board of Directors, Mr. Corr contacted three potential financial advisors, as recommended by members of the Board of Directors, to present to the Transaction Committee on November 26, 2018. Similarly, Mr. Corr contacted representatives from each of Thoma Bravo and Party A to set up preliminary meetings in response to prior outreach. Mr. Corr did not schedule a meeting with Party B as he had a preexisting event scheduled with Party B in December.

On November 26, 2018, the Transaction Committee and representatives of Cooley met with representatives of three potential financial advisors, including J.P. Morgan, in order to assess their respective qualifications to assist Ellie Mae with any potential strategic alternatives. The financial advisors were invited to provide an overall market assessment, analysis of potential participants in any potential strategic process, viewpoints on the likelihood and benefits of a strategic transaction, and potential conflicts of interest related to the potential process participants. The Transaction Committee actively participated in each meeting and asked pertinent questions regarding the qualifications of each of the potential financial advisors. The Transaction Committee then separately considered the relative qualifications of the potential financial advisors with respect to each advisor’s reputation in the marketplace, experience with strategic transactions involving software companies and overall familiarity with the mortgage industry. In light of these considerations and due to J.P. Morgan’s familiarity with Ellie Mae’s business from prior representation, its reputation in the marketplace, its experience in negotiating similar strategic transactions and its familiarity with the mortgage industry (including the importance of having an advisor understand the unique cyclical nature of the mortgage industry), the Transaction Committee recommended that J.P. Morgan serve as the exclusive financial advisor in connection with any potential strategic transaction, subject to the review of engagement letter terms and related conflicts disclosure from J.P. Morgan. In making this recommendation, the Transaction Committee was aware of Ellie Mae’s existing, long-term commercial agreements, which were developed in the ordinary course with commercial terms substantially similar to those for similar customers and ongoing commercial discussions, in each case, with affiliates of J.P. Morgan with mortgage-lending businesses but did not consider these arrangements a conflict of interest in connection with the advisory engagement as they were unrelated to, and independent of, any potential strategic transactions.

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On December 3, 2018, the Transaction Committee held a telephonic meeting with Ellie Mae senior management and representatives of J.P. Morgan and reviewed potential participants deemed most likely to actively participate in any strategic discussion, including financial sponsors and strategic parties. With the assistance of its advisors, including representatives of Cooley and J.P. Morgan, the Transaction Committee considered various approaches to strategic alternatives, as well as the fiduciary duties of the Board of Directors in connection with such activities. In particular, the Transaction Committee addressed the need to be proactive and in control of any potential strategic process in light of the meaningful strategic interest conveyed by the three financial sponsors to Mr. Corr. The Transaction Committee was also keenly focused on balancing market rumors or other disruptions to the business, given the Board of Directors’ then-current commitment to Ellie Mae’s standalone long-term plan. Following discussion, the Transaction Committee concluded that it was not in the best interests of Ellie Mae for J.P. Morgan to initiate a full market canvass of potential partners in a strategic transaction process. However, the Transaction Committee did believe that it was in the best interests of stockholders for the Transaction Committee to have a more complete understanding of whether the alternative paths presented an opportunity to enhance stockholder value under existing market conditions. Accordingly, the Transaction Committee directed Mr. Corr to engage in preliminary meetings with each of Party A, Party B and Thoma Bravo to more fully gauge the strategic interest of each party.

On December 7, 2018, Ellie Mae entered into a confidentiality agreement with Thoma Bravo that contained a standstill obligation with a “don’t ask, don’t waive” (prohibiting the signatory from, publicly or privately, requesting a waiver of the standstill) provision but allowed Thoma Bravo to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

On December 12, 2018 and December 14, 2018, in response to their respective inbound inquiries, Mr. Corr met with Party A and Thoma Bravo, respectively, to provide a high level overview of Ellie Mae’s business and to explore the potential for a strategic transaction. Following these discussions, Party A and Thoma Bravo verbally indicated that they would like to receive detailed due diligence and continue discussions regarding a potential acquisition of Ellie Mae, and both parties verbally indicated that they could potentially offer a “substantial premium” to Ellie Mae’s existing trading price.

On December 17, 2018, the Transaction Committee and representatives of Cooley held a telephonic meeting to review the status of the strategic discussions, and Mr. Corr provided an overview of his discussions with Party A and Thoma Bravo to date, including the strong desire communicated by each party to continue discussions and receive detailed business and legal due diligence in order to facilitate a formal offer to acquire Ellie Mae at a “substantial premium.” Representatives of Cooley then advised the Transaction Committee of fiduciary obligations in the context of continuing discussions with potential parties in a strategic alternatives process. Based on these discussions and the preliminary, yet strong, interest expressed by Party A and Thoma Bravo, the Transaction Committee determined that it was in Ellie Mae’s best interest to formally engage J.P. Morgan at that time. Mr. Corr summarized the engagement letter negotiations to date, and Cooley summarized the conflicts disclosure provided by J.P. Morgan. Following discussion, the Transaction Committee authorized management to continue its discussions with Party A and Thoma Bravo, and Mr. Davis agreed to convey such authorization to the other members of the Board of Directors at the next meeting of the Board of Directors to be tentatively held on December 18, 2018.

That evening at a previously scheduled social event, Mr. Corr met with a representative of Party B to discuss Party B’s interest in exploring a potential strategic transaction with Ellie Mae.

On December 18, 2018, Ellie Mae entered into a confidentiality agreement with Party A that contained a standstill obligation with a “don’t ask, don’t waive” provision but allowed Party A to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

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On the same day, the Board of Directors held a telephonic meeting with members of Ellie Mae senior management and representatives of Cooley. The members of the Transaction Committee and Mr. Corr reviewed the strategic discussions with Thoma Bravo, Party A and Party B. In addition, the Board of Directors reviewed the proposed final terms of engagement with J.P Morgan (including conflicts disclosure), and consistent with its previous conditional approval, formally approved the engagement of J.P. Morgan as Ellie Mae’s financial advisor.

On that same day, Mr. Corr met with a representative of Party A to discuss preliminary diligence regarding Ellie Mae’s high-level financial plan.

On December 19, 2018, a representative of Party A had a meeting with Mr. Corr to preview its general interest in a potential strategic transaction, noting specifically that it believed it would be able to offer a “significant premium” to Ellie Mae’s existing trading price and trading price prior to Ellie Mae’s third quarter earnings announcement on October 25, 2018. Party A requested fulsome business and financial diligence prior to submitting a formal offer.

On that same day, representatives from Thoma Bravo had a meeting with Mr. Corr to discuss interest in pursuing a strategic transaction and noted the ability to pay a “substantial premium” subject to additional financial diligence.

On December 21, 2018, representatives of a fourth financial sponsor (“Party C”) requested a meeting with Mr. Corr. Due to the travel schedules of representatives of Party C, the parties were not able to schedule this meeting until later in January.

On December 27, 2018, the Transaction Committee held a telephonic meeting, including representatives of each of J.P. Morgan and Cooley. Mr. Corr and representatives of J.P. Morgan summarized the discussions to date with Thoma Bravo, Party A and Party B. The Transaction Committee discussed alternative methods for next steps in any potential strategic transaction process, with the goal of maximizing stockholder value. The Transaction Committee specifically reviewed the choice to limit discussions to those financial sponsors that proactively requested discussions with Ellie Mae and had engaged in preliminary due diligence as compared to a broader solicitation of interest from additional financial sponsors and strategic parties. A representative of J.P. Morgan discussed the considerations attendant to a broader or more limited outreach. Representatives of Cooley provided the Transaction Committee with an overview of general fiduciary considerations, as well as regulatory risks inherent to each potential party related to each of the alternative outreach choices, and discussed the potential for using a “go-shop” provision to conduct an additional market check following the announcement of any strategic transaction. In these discussions, the Transaction Committee, with the assistance of representatives of J.P. Morgan and Cooley, weighed these alternatives and discussed whether the benefits of a broader outreach (including a more fulsome market check) outweighed the benefits of a more limited strategic process (including the potential loss of leverage with financials sponsors keen to make “preemptive” moves (offers early in the strategic discussions with strong valuations), loss of momentum in any prolonged process and the risk of market rumors or leaks). Ultimately, the Transaction Committee determined that limiting the preliminary process to those financial sponsors that initiated inbound inquiries would both reduce the rumor and distraction risk to Ellie Mae, while also potentially providing the Transaction Committee with an assessment of the potential market value available to Ellie Mae stockholders. The Transaction Committee believed this additional activity would further inform subsequent strategic decisions. The Transaction Committee acknowledged that some form of additional market check would need to be available to maximize stockholder value in the event the Transaction Committee and Board of Directors decided to formally pursue strategic alternatives – but that such an outcome could be achieved with either a broader pre-signing solicitation or a post-signing “go-shop” mechanic. The Transaction Committee then directed Mr. Corr to further pursue strategic transaction discussions with Thoma Bravo, Party A and Party B and to provide such parties with additional information that they had requested regarding Ellie Mae’s business, results of operations, financial conditions and product strategies.

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On January 3, 2019, Mr. Corr had an additional meeting with representatives of Thoma Bravo to discuss considerations related to the sponsor’s internal post-acquisition financial plan.

On January 4, 2019, Mr. Corr met with representatives of Party A, as requested, to discuss the potential strategic vision for Ellie Mae and Party A following any potential strategic transaction.

On that same day, representatives from Party B sent representatives of J.P. Morgan a list of diligence items that it required prior to the submission of a formal offer. Representatives of J.P. Morgan also coordinated a management presentation with members of senior management the following week to discuss diligence generally.

On January 10, 2019, Ellie Mae entered into a confidentiality agreement with Party B that contained a standstill obligation with a “don’t ask, don’t waive” provision, which obligation would automatically terminate upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party, and also allowed Party B to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

Also on January 10, 2019, Mr. Corr and representatives of J.P. Morgan held separate management presentations with Thoma Bravo and Party B. Attendees discussed Ellie Mae’s business model, competitive landscape, strategy and historical financial results.

On January 11, 2019, Mr. Corr and representatives of J.P. Morgan held a similar presentation with Party A.

During the week following these management presentations, members of Ellie Mae senior management and representatives of J.P. Morgan had additional meetings with each of Party A, Party B, and Thoma Bravo to address business due diligence following management presentations. During the respective follow-up meetings, each financial sponsor confirmed its commitment to submitting more formal acquisition proposals in the near future but continued to signal a “preemptive” position relative to Ellie Mae’s recent trading price and the trading price prior to Ellie Mae’s third quarter earnings announcement.

On January 17, 2019, Ellie Mae received a non-binding proposal from Party A for an all-cash offer of $93.50 per share (the “Party A January 17 Proposal”). This proposal, which was subject to customary conditions, provided for an acquisition of Ellie Mae, a customary “go-shop” provision, Party A’s commitment to deliver customary equity and debt commitments at signing to fund the acquisition, and no financing contingencies to closing. The anticipated period for Party A to complete its remaining diligence procedures was two weeks.

Later on January 17, 2019, the Transaction Committee held a telephonic meeting with representatives of Cooley and J.P. Morgan. Mr. Corr and representatives of J.P. Morgan discussed the status of the Party A January 17 Proposal and anticipated proposals from Thoma Bravo and Party B. Members of the Transaction Committee discussed their initial reactions that the Party A January 17 Proposal undervalued Ellie Mae, but the Transaction Committee elected to withhold a formal response to Party A until it could assess additional proposals anticipated on or about January 22, 2019.

On the same day, representatives of J.P. Morgan contacted representatives of Party C to coordinate an initial management presentation with Party C and stressed timing as an important factor in the event Party C wanted to engage in the strategic process.

On January 18, 2019, Party A delivered a draft of a merger agreement, which contemplated the provisions outlined in the Party A January 17 Proposal as well as the following terms: (i) a customary 30-day “go-shop” period for Ellie Mae to solicit and consider superior proposals with a related 1.5% termination fee; (ii) a 3% termination fee for a superior proposal accepted after the go-shop period; (iii) a limitation on Party A’s liability in connection with the proposed acquisition of Ellie Mae equal to 6% of the equity value of Ellie Mae; (iv) a

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customary reasonable best efforts covenant from both parties to secure regulatory approval of the transaction without a “hell or high water” required divestiture provision; and (v) acceleration of all equity incentives outstanding immediately prior to the merger.

Later on January 18, 2019, Ellie Mae received non-binding proposals from Thoma Bravo and Party B. Thoma Bravo’s proposal included a valuation range of $87.00-$92.00 per share, and Party B’s proposal included a valuation range of $88.00-$92.00 per share.

Later on January 18, 2019, the Board of Directors held a telephonic meeting with members of Ellie Mae senior management, representatives of Cooley and J.P Morgan. Representatives of J.P. Morgan and Mr. Corr reviewed the recent proposals from, and the status of the discussions with, Party A, Party B and Thoma Bravo. Members of the Board of Directors engaged in active discussion and ultimately concluded that a strategic acquisition at these valuations would not be compelling enough to warrant further negotiation and would not be in the best interests of stockholders relative to the standalone long-term plan of Ellie Mae. After additional discussions, the Board of the Directors, in connection with a recommendation from representatives of J.P. Morgan, determined that each of Party A, Party B and Thoma Bravo should understand that the respective proposals undervalued Ellie Mae and that each sponsor was invited to reconsider a new submission at a price per share higher than previous indications of interest. The Board of Directors instructed representatives of J.P. Morgan to conduct outreach to each party accordingly. The Board of Directors also reviewed and discussed management’s preliminary 2019 financial plan and related assumptions in the plan. The Board of Directors approved the 2019 financial plan and directed management and J.P. Morgan to share the plan with bidders, as appropriate, in relevant diligence discussions. The Board of Directors also instructed management to construct a five-year company financial plan for purposes of any valuation review in consultation with Ellie Mae’s advisors, as well as additional diligence follow-up with engaged parties to date, if applicable.

On January 22, 2019, the Transaction Committee held a meeting with Mr. Corr and representatives of J.P. Morgan and Cooley, to preview J.P. Morgan’s preliminary assessment of the proposals received to date, with a specific focus on how, if at all, specific parties could be encouraged to review and increase proposed offers. The Transaction Committee underscored the Board of Directors’ instruction to J.P. Morgan to solicit each party to submit a proposal higher than previous indications of interest and “in the triple digits”. The Transaction Committee also reviewed and discussed the preliminary preparation of management’s five-year financial plan as requested by the Board of Directors. Following discussion and related questions, management agreed to continue work on the five-year financial plan and report an update to the plan at the next appropriate meeting of the Board of Directors.

Later on January 22, 2019, representatives of J.P. Morgan held discussions with representatives of Party A as instructed by the Board of Directors. Party A indicated that it would consider a $100 per share valuation, however; it would need to conduct additional diligence on Ellie Mae’s long-term financial plan and product and technical diligence with members of Ellie Mae senior management.

On January 23, 2019, Party A discussed with representatives of J.P. Morgan the request to engage co-investors to serve as equity partners.

On January 24, 2019, the Transaction Committee held a telephonic meeting with Ellie Mae senior management and representatives of J.P. Morgan and Cooley to review the current status of the strategic process. Representatives of J.P. Morgan informed the Transaction Committee that Party A was highly likely to increase its offer and this offer may be as high as $100 per share, subject to review of the long-term financial plan, additional due diligence and obtaining appropriate co-investor support. At the request of the Transaction Committee, J.P. Morgan gave a preliminary overview of valuation metrics that would be useful to the committee in assessing the relative proposals to date. Following discussion, the Transaction Committee authorized Ellie Mae senior management and J.P. Morgan to engage with potential financial sponsors that could serve as co-investors, subject to negotiation of appropriate confidentiality agreements. The Transaction Committee also

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reviewed and discussed management’s updated five-year plan, specifically the assumptions made in the plan and relative comparison to investor expectations and the 2019 financial plan. Following review, the Transaction Committee approved the five-year plan in the form provided and agreed to recommend it for approval and distribution to relevant strategic parties, as applicable, at the next meeting of the Board of Directors.

Later on January 24, 2019, the Board of Directors held a telephonic meeting with Ellie Mae senior management and representatives of J.P. Morgan and Cooley. Mr. Corr and Dan Madden, Ellie Mae’s Chief Financial Officer, presented the five-year financial plan as approved by the Transaction Committee, including key variables that management considered in preparing the plan. Key variables included the potential for a recession, the overall performance of the mortgage industry generally, and the ability of Ellie Mae to increase its loan origination system market share, as well as a sensitivity analysis on how these various assumptions could increase or decrease Ellie Mae’s financial performance. During this presentation, the Board of Directors engaged in active discussion and inquired into the impact of the various assumptions. Following this discussion, the Board of Directors determined that the projections were the most current and predictive forecasts of the future financial performance of Ellie Mae and approved the five-year financial plan (the “Five-Year Projections”). In connection with this approval, the Board of Directors also approved J.P. Morgan’s use of the Five-Year Projections for any related financial analysis and instructed J.P. Morgan and Cooley to share a subset of the Five-Year Projections with Party A and other parties as appropriate. For more information regarding such projections, see the section titled “The Merger—Management Projections.” Also at this meeting, at the request of the Board of Directors, J.P. Morgan provided a preliminary overview of valuation metrics that would be useful to the Board of Directors in assessing the relative proposals to date. The Board of Directors in executive session (without representatives of J.P. Morgan or Ellie Mae senior management) discussed the current acquisition proposals as compared to Ellie Mae’s existing long-term strategic plan as a stand-alone company. Particular attention was focused on market and industry risks over time, including the rate at which mortgage loan volumes would grow over time and the ability of Ellie Mae to continue to grow its loan-origination system market share. During this discussion, representatives of Cooley counseled the Board of Directors regarding fiduciary duties in connection with the decision to pursue any of the strategic proposals. Following discussion, the Board of Directors affirmed the continuing strategy to press for additional value from each party engaged to date, and directed Mr. Davis to convey to J.P Morgan the instruction to solicit revised proposals from each applicable party.

Following these instructions, representatives of J.P. Morgan contacted three additional financial sponsors to potentially serve as co-investors (referred to as “Party D”, “Party E” and “Party F”) with Party A or potentially pursue strategic discussions on a stand-alone basis in the case of Party E and Party F.

Also on January 24, 2019, Ellie Mae entered into a confidentiality agreement with Party D that contained a standstill obligation with a “don’t ask, don’t waive” provision, which obligation would automatically terminate upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party, and also allowed Party D to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

On the same day, Ellie Mae also entered into a confidentiality agreement with Party E that contained a standstill obligation with a “don’t ask, don’t waive” provision but allowed Party E to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

On the same day, at the direction of the Transaction Committee, representatives of J.P. Morgan instructed each party participating prior to January 25, 2019 to submit final proposals no later than January 29, 2019.

On January 25, 2019, Ellie Mae entered into a confidentiality agreement with Party F that contained a standstill obligation with a “don’t ask, don’t waive” provision, which obligation would automatically terminate upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party, and allowed Party F to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

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On that same day, Party B, with two co-investors, provided a revised, all-cash written proposal to acquire Ellie Mae for $91 per share by February 4, 2019, subject to customary diligence. The offer was conditioned on providing Party B with customary diligence, and the offer expired automatically should Party B not receive such diligence in accordance with its outlined plan.

Between January 25, 2019 and January 31, 2019, Ellie Mae entered into confidentiality agreements with two additional financial sponsors that could serve as co-investors (in addition to the possibility of Party E or Party F serving in such role) with Party A (such additional sponsors referred to as “Party G” and “Party H”, respectively). The confidentiality agreements with Party G and Party H contained standstill obligations with a “don’t ask, don’t waive” provision but allowed the counterparty to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals, and some of such agreements contained an automatic termination of the standstill obligations upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party. During this period, members of Ellie Mae senior management and representatives of J.P. Morgan held management presentations and/or shared due diligence information with each of Party A, Party B, Party C, Party D, Party E, Party F, Party G and Party H, as well as Thoma Bravo, in each case following such party’s execution of the confidentiality agreements described herein.

On January 26, 2019, Ellie Mae entered into a confidentiality agreement with Party C that contained a standstill obligation with a “don’t ask, don’t waive” provision, which obligation would automatically terminate upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party, and also allowed Party C to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals.

On January 27, 2019, Party A sent a written proposal to acquire Ellie Mae for $100 per share (the “Party A January 27 Proposal”), consistent with the deal terms previously proposed in connection with the Party A January 17 Proposal, conditioned upon Ellie Mae entering into an exclusivity agreement with Party A through the projected signing date of February 11, 2019. Party A also conditioned its offer on satisfactory commitments by a selection of one or more equity partners by February 4, 2019.

On January 28, 2019, Thoma Bravo provided a revised written proposal for an all-cash offer of $94.75 per share and indicated that it would require a period of two weeks to complete diligence and consummate a strategic acquisition.

Later that day, Party D and Party F each separately provided a written proposal to participate as co-investors with Party A at the $100 per share valuation.

That afternoon, the Transaction Committee held a meeting with representatives of J.P. Morgan and Cooley to review and assess the proposals received to date. Representatives of J.P. Morgan reviewed the proposals and the strategic process to date and noted that (i) Party F was in the preliminary stages of diligence and indicated that it could serve as a co-investor for Party A to meet the accelerated timeline, but to potentially submit an independent proposal for a strategic transaction, it would require additional time; and (ii) Party E advised that it would not be able to participate as a co-investor in connection with the Party A January 27 Proposal as it would not be able to meet the proposed valuation or timing. Based on these discussions, J.P. Morgan did not anticipate any offer superior to the Party A January 27 Proposal from parties in the strategic process to date. Moreover, J.P. Morgan advised that the amount of time needed for Party F to complete due diligence and assess a potential offer could significantly undermine Ellie Mae’s current leverage with Party A and its interest in submitting a “preemptive” offer. The Transaction Committee, which then moved to executive session, discussed the proposals in detail, as well as the input from its advisors. In particular, the Transaction Committee focused on the premium of the Party A January 27 Proposal, the relative ease with which the Company could satisfy Party A’s closing conditions and the comparison of the Party A January 27 Proposal to Ellie Mae’s long-term strategic plan as a stand-alone company that was previously reviewed with Ellie Mae senior management and the Board of Directors.

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Accordingly, the Transaction Committee resolved to recommend to the Board of Directors that Ellie Mae enter into an exclusivity agreement with Party A.

Later that day, the Board of Directors held a telephonic meeting with Ellie Mae senior management and representatives of J.P. Morgan and Cooley. The Transaction Committee advised the Board of Directors of its prior discussion, considerations and recommendation regarding the Party A January 27 Proposal and, specifically, the proposed exclusivity arrangement. The Board of Directors discussed the rationale and recommendation of the Transaction Committee, asked J.P. Morgan its views of the competitive landscape among parties in discussions to date, and discussions ensued. The Board of Directors considered the premium provided by the Party A January 27 Proposal, the time sensitive nature of the offer, as well as the ability of the Board of Directors to perform an additional post-signing “go-shop” market check with other parties (subject to a customary termination fee during such period). Taking into account the risks inherent in Ellie Mae’s stand-alone plan, the market and industry volatility generally, the Board of Directors’ independent view that other bidders would be unlikely to offer the same price as Party A, and the risk of losing the Party A January 27 Proposal without swift action, the Board of Directors ultimately agreed to enter into an exclusivity arrangement with Party A. The Board of Directors, concerned about the duration of the proposed 14-day exclusivity, conditioned approval of the exclusivity arrangement on Party A reconfirming the $100 per share offer price by February 4, 2019. Following this call and pursuant to the instruction of the Board of Directors, Ellie Mae entered into the exclusivity arrangement with Party A on January 28, 2019 for a period of seven days, subject to price confirmation on February 4, 2019 and Ellie Mae’s option to terminate exclusivity absent such confirmation by 11:59 p.m. Pacific Time on February 4, 2019 or to continue exclusivity absent such termination through February 11, 2019. On January 29, 2018, Ellie Mae granted representatives of Party A access to its virtual data room.

During the period between January 29, 2019 and February 4, 2019, representatives and outside counsel for Party A (including Party D, Party G and Party H as potential co-investors) and Ellie Mae negotiated the terms of the proposed merger agreement and other transaction documents, and conducted a series of due diligence sessions.

On January 30, 2019, Party C indicated that its valuation would not exceed the “low-to-mid $90s” per share.

On February 1, 2019, the DealReporter published an article (without Ellie Mae’s input or comment) that stated that Ellie Mae had engaged a financial advisor other than J.P. Morgan to explore a sale of Ellie Mae (referred to as the “DealReporter Article”).

Later that day, representatives of Party A requested an extension to affirm its offer price until February 5, 2019.

On February 4, 2019, a representative from a strategic acquiror (referred to as “Party I”) requested further information from representatives of J.P. Morgan as well as a call with Mr. Corr regarding the DealReporter Article.

On February 4, 2019, the Transaction Committee held a telephonic meeting with representatives of J.P. Morgan and Cooley. Representatives of J.P. Morgan reviewed the status of negotiations with Party A, including that the identity and commitments from the co-investors remained open and diligence with these parties was progressing. Representatives of J.P. Morgan also discussed the inquiry from Party I. Given the nature of the specific party, and competitively sensitive dynamics with such party, including the view, supported by outside counsel, that certain regulatory issues would make a transaction with Party I extremely challenging to consummate, management did not immediately engage with Party I subject to review of the inquiry by the Transaction Committee and the Board of Directors.

On February 5, 2019, following ongoing due diligence and negotiations, Party A called representatives of J.P. Morgan and advised that it could not confirm the $100 per share offer price and revised its proposal to $95 per share. On the same call, Party A also indicated that Party D and Party G would serve as co-investors for this revised offer.

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Later that day, the Transaction Committee and the Board of Directors held telephonic meetings with representatives of J.P. Morgan and Cooley to discuss the revised proposal from Party A. During both meetings, Cooley advised the Transaction Committee and the Board of Directors, respectively, of the fiduciary duties attendant to an assessment of the revised proposal, as well as a summary of the status of negotiations with Party A on the definitive agreements. Based on prior discussions with representatives of Party B and Thoma Bravo, J.P. Morgan recommended that Ellie Mae terminate exclusivity with Party A and then engage in further discussions with each of Party A, Party B and Thoma Bravo to assess whether or not any of the parties could match the previous proposal of $100 per share or increase their prior offers. J.P. Morgan reiterated its belief that Party F might have the capacity to make a proposal similar in valuation to the Party A January 27 Proposal, but that Ellie Mae should also weigh the significant time required for Party F to accelerate its due diligence process and general assessment of the opportunity. The Board of Directors discussed overall timing of the strategic transaction process in light of Party F’s diligence status but ultimately determined that the risk of carrying on the strategic process past Ellie Mae’s upcoming scheduled earnings announcement (previously scheduled on February 14, 2019) could have adverse consequences on Ellie Mae due to (i) the DealReporter Article and related impact of market rumors and destabilization of the trading price of Ellie Mae’s common stock, (ii) the chilling effect that any delay could cause on the willingness of Party A, Party B or Thoma Bravo to consummate a transaction, (iii) the uncertainty that Party F or another potential participant in the strategic transaction process would submit a superior proposal, and (iv) the potential opportunity for Ellie Mae to continue soliciting a superior proposal for a period of time after signing a definitive merger agreement pursuant to a “go-shop” provision, as was included in Party A’s proposal and that, based on prior discussions of the Board of Directors, Thoma Bravo and Party B would be likely to provide. The Board of Directors also discussed the inquiry from Party I and determined not to pursue discussions with Party I due to regulatory and confidentiality concerns and the view, supported by outside counsel, that regulatory issues would subject any transaction with Party I to extreme regulatory closing risk. The Transaction Committee then recommended, and the Board of Directors approved, terminating exclusivity with Party A and for J.P. Morgan and Ellie Mae senior management to continue discussions with each of Party A (including potential co-investors of Party A), Party B, Party F and Thoma Bravo.

Later that day, the exclusivity arrangement with Party A was terminated.

Also that day, representatives of J.P. Morgan informed Thoma Bravo, Party A (including certain of the potential co-investors of Party A) and Party B that the existing proposals represented insufficient value for Ellie Mae’s stockholders and that revisions to previous proposals would be required in order to keep the Board of Directors interested in any strategic process. Representatives of each of Thoma Bravo and Party B confirmed an interest in re-assessing their previous respective proposals. Following such discussion, Ellie Mae granted representatives of each of Thoma Bravo and Party B access to its virtual data room.

On February 6, 2019, representatives of J.P. Morgan received an unsolicited inbound inquiry from a financial sponsor (referred to as “Party J”), and on February 7, 2019, Ellie Mae entered into a confidentiality agreement with such party that contained a standstill obligation with a “don’t ask, don’t waive” provision, which obligation would automatically terminate upon Ellie Mae’s execution of a definitive agreement to be acquired by a third party, and also allowed Party J to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals. Following this, Party J indicated that it would need a number of weeks to complete diligence and did not request additional information or discussions with Ellie Mae prior to the signing of the Merger Agreement.

From February 6 through February 11, 2019, representatives of Ellie Mae senior management conducted due diligence sessions and related follow-up with representatives of each of Thoma Bravo, Party A (including Party D and other potential co-investors of Party A) and Party B.

On February 7, 2019, the Transaction Committee held a telephonic meeting with Ellie Mae senior management and representatives of J.P. Morgan and Cooley, and discussed the status of discussions with, and progress of due

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diligence by, each of Thoma Bravo, Party A, Party B and Party D (as the lead co-investor for Party A). Members of the Transaction Committee considered the potential benefit of allowing additional time for Party F or Party J to conduct further due diligence as compared to the potential market risk and business disruptions attendant to a protracted strategic process. After discussion, the Transaction Committee instructed representatives of J.P. Morgan to clearly articulate the expectation that the interested parties would expeditiously complete their remaining diligence and submit revised indications of interest no later than February 11, 2019. The Transaction Committee also instructed representatives of Cooley to prepare a proposed form acquisition agreement to be used for immediate negotiation in the event any party submitted a compelling final proposal. The Transaction Committee, with guidance from representatives of Cooley, also discussed the regulatory considerations attendant to any potential bid by each of Thoma Bravo, Party A, Party B and Party D (as lead co-investor for Party A), and requested that the form acquisition agreement include a “hell or high water” provision to mitigate any perceived regulatory risks associated with potential bidders.

On that same day, a representative from Party I had a call with Mr. Corr regarding a commercial arrangement between Ellie Mae and Party I unrelated to the strategic transaction process. During this conversation, the representative from Party I inquired about the DealReporter Article and the potential for Party I to explore a strategic transaction with Ellie Mae. Mr. Corr declined to comment on the strategic transaction process.

On February 8, 2019, at the direction of the Transaction Committee, representatives of J.P. Morgan provided a draft acquisition agreement to representatives of each of Thoma Bravo and Party B. The draft acquisition agreement contemplated (i) a customary 40-day “go-shop” period for Ellie Mae to solicit and consider superior proposals with a related 1.5% termination fee; (ii) a 3% termination fee for a superior proposal accepted after the go-shop period; (iii) a 7% termination fee payable by the acquiror if it fails to consummate the transaction under certain circumstances; (iv) a customary reasonable best efforts covenant from both parties to secure regulatory approval of the transaction with a “hell or high water” required divestiture provision; (v) payment of unvested equity incentives over the course of the existing vesting schedule as opposed to the acceleration contemplated by the Party A January 27 Proposal; and (vi) other customary terms for a strategic transaction of this nature.

Later on February 8, 2019, a representative of J.P. Morgan received an unsolicited inbound inquiry from a new financial sponsor (referred to as “Party K”). J.P. Morgan indicated that it would discuss the inquiry with Ellie Mae. Representatives of J.P. Morgan then discussed with members of the Board of Directors such inbound inquiry, but contact with Party K was not initiated until after the announcement of the Merger Agreement due to the timing of this initial inquiry.

Throughout the day on February 8, 2019, representatives of each of Cooley and Kirkland & Ellis LLP (“Kirkland & Ellis”), outside counsel to Thoma Bravo, engaged in preliminary negotiations on the Ellie Mae draft acquisition agreement.

Throughout February 8 and 9, 2019, representatives of Party B had discussions with representatives of J.P. Morgan regarding key aspects of the Ellie Mae draft acquisition agreement, including the “go-shop” terms, termination fees and “hell or high water” required divestiture provision.

Throughout February 8 and 9, 2019, representatives of Thoma Bravo had discussions with representatives of J.P. Morgan regarding the “go-shop” terms, and Thoma Bravo indicated a strong preference for no go-shop given the prior DealReporter speculation.

Also on February 8, 2019, representatives of Cooley sent representatives of outside counsel to Party A revised drafts of the Party A form of merger agreement and other transaction documents, which conformed significant deal points with those of the Ellie Mae draft acquisition agreement being used with Thoma Bravo and Party B.

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On February 9, 2019, representatives of outside counsel to Party A sent representatives of Cooley revised drafts of the Party A form of merger agreement and other transaction documents, which did not include a debt commitment letter. Representatives of Cooley requested that Party A promptly submit missing material.

Later that day, representatives of Kirkland & Ellis sent representatives of Cooley revised drafts of the Ellie Mae draft acquisition agreement and other transaction documents, including a debt commitment letter. The revised acquisition agreement had a few key differences from the Ellie Mae form draft acquisition agreement, including (i) a requirement that directors and officers of Ellie Mae sign a customary voting agreement to vote such individual’s shares of Company Common Stock in favor of the merger concurrently with the execution of the acquisition agreement; and (ii) a shorter 30-day “go-shop” period.

On February 10, 2019, representatives of Cooley discussed and negotiated drafts of the Ellie Mae draft acquisition agreement, the Party A form of merger agreement, and other transaction documents with representatives of each of Kirkland & Ellis and outside counsel to Party A, respectively, including restrictions on the interim operations of Ellie Mae, the duration of the “go-shop” period, whether directors and officers would need to sign a voting agreement, and certain aspects of the scope of the “go-shop” and “no shop” terms, including whether existing bidders would be subject to those restrictions.

Later that day, representatives of Cooley sent revised drafts of the Party A form of merger agreement and other transaction documents to representatives of outside counsel to Party A, and also revised drafts of the Ellie Mae draft acquisition agreement and other transaction documents to representatives of Kirkland & Ellis. Representatives of Cooley requested again that Party A submit missing material.

On February 10, 2019, at the direction of the Transaction Committee, representatives of J.P. Morgan reminded representatives of each of Thoma Bravo, Party B and Party A of the Board of Directors’ request that it receive, no later than 5:00 p.m. Pacific Time on February 11, 2019, any final proposal accompanied by final drafts of the applicable transaction documents.

On February 11, 2019, a representative of Party I left a voicemail for Mr. Corr requesting further discussions regarding the strategic transaction process, which inquiry was briefly discussed at the meeting of the Board of Directors later that day. Due to the direction from the Board of Directors, a substantive response to this inquiry was not commenced until following the announcement of the Merger.

Over the course of that same day, Ellie Mae received three non-binding proposals from each of Thoma Bravo, Party B and Party A (with Party D serving as co-investor). Representatives of Thoma Bravo submitted a non-binding written proposal for an all-cash offer of $99.00 per share, which proposal confirmed completion of due diligence and approval by its investment committee (the “Thoma Bravo $99 Proposal”) and committed to prompt finalization and execution of a definitive acquisition agreement, subject to exclusivity through the proposed announcement of the transaction on February 12, 2019. The Thoma Bravo $99 Proposal was accompanied by a revised merger agreement and other transaction documents, including an equity commitment letter and limited guarantee, each in substantially final form. Thoma Bravo also confirmed that the full purchase price would be backstopped by an equity commitment by the Thoma Bravo Fund. The revised merger agreement submitted by Thoma Bravo was on terms substantially similar to the prior Ellie Mae form of draft acquisition agreement, including (i) a customary 35-day “go-shop” period for Ellie Mae to solicit and consider superior proposals with a related 1.5% termination fee; (ii) a 3% termination fee for a superior proposal accepted after the go-shop period; (iii) a 7% termination fee payable by the acquiror if it fails to consummate the transaction under certain circumstances; and (iv) a customary reasonable best efforts covenant from both parties to secure regulatory approval of the transaction with a “hell or high water” divestiture provision. The revised merger agreement submitted by Thoma Bravo did not include a requirement that Ellie Mae’s officers and directors deliver voting agreements in support of the Merger. Representatives of Party B submitted a non-binding written proposal for an all-cash offer of $93.00 per share (the “Party B $93 Proposal”) and verbally indicated that the full purchase price would be backstopped by an equity commitment by Party B and its co-investors. Party B also

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indicated, based on discussions with representatives of J.P. Morgan on the key terms of the transaction documents and drafts discussed to date, that Party B could finalize the necessary documentation by February 14. Representatives of Party A (including Party D as co-investor) orally confirmed its non-binding proposal for an all-cash offer of $95.00 per share (the “Party A $95 Proposal”) and indicated that the transaction documents previously submitted were in substantially final form.

Throughout the day on February 11, 2019, representatives of each of Cooley and Kirkland & Ellis continued to exchange drafts of Ellie Mae’s draft acquisition agreement and other transaction documents.

Later on the same day, after market close, the Board of Directors held a meeting with representatives of Ellie Mae senior management, Cooley and J.P. Morgan. Representatives of J.P. Morgan reviewed for the Board of Directors the current status of discussions with applicable parties, including Thoma Bravo, Party A (with Party D serving as a co-investor), and Party B. Representatives of J.P. Morgan and Cooley reviewed with the Board of Directors the key legal and financial terms of each of the Thoma Bravo $99 Proposal, the Party A $95 Proposal and the Party B $93 Proposal, and representatives of J.P. Morgan then provided J.P. Morgan’s financial analyses of the Thoma Bravo $99 Proposal, Party A $95 Proposal and Party B $93 Proposal, including that all agreements now included a “hell or high water” divestiture provision. J.P. Morgan then rendered its oral opinion (subsequently confirmed in a written opinion, dated as of February 11, 2019) to the Board of Directors to the effect that, as of February 11, 2019 and based upon and subject to the factors and assumptions set forth in such opinion, the Per Share Merger Consideration (as proposed in the Thoma Bravo $99 Proposal) to be paid to the holders of Ellie Mae Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information about J.P. Morgan’s opinion, see below under the caption “The Merger—Opinion of J.P. Morgan Securities LLC.” Representatives of Cooley then provided a review for the Board of Directors of its fiduciary duties, and reviewed certain material terms of the proposed final Merger Agreement with Thoma Bravo, including (i) the 35-day “go-shop” provision that would allow Ellie Mae to, and following such “go-shop” period, the fiduciary duty exceptions that would permit Ellie Mae, in certain limited circumstances, to, negotiate and accept a Superior Proposal, (ii) the 1.5% termination fee to be paid by Ellie Mae in the event Ellie Mae were to terminate the Thoma Bravo transaction in order to accept a Superior Proposal with another party (who is not a Restricted Party) during the “go-shop” period, (iii) the 3.0% termination fee to be paid by Ellie Mae in the event Ellie Mae were to terminate the Thoma Bravo transaction in order to accept a Superior Proposal with another party after the “go-shop” period ended, or with respect to a Restricted Party, before or after the “go-shop” period ended, (iv) the 7.0% termination fee to be paid by Thoma Bravo in certain circumstances where Thoma Bravo fails to consummate the Merger and (v) the conditions to consummation of the Merger, including the absence of a Company Material Adverse Effect that is continuing. Representatives of Cooley answered questions from members of the Board of Directors regarding the terms of the proposed Merger Agreement and Ellie Mae’s ability to conduct its business during the pendency of the Merger. After discussions, the Board of Directors noted that the Party B $93 Proposal was not accompanied by proposed definitive transaction documents that it was prepared to execute and that the legal terms proposed by Thoma Bravo were, in the aggregate, substantially similar to, or more favorable than, those proposed by the latest drafts of the merger agreement and other transaction documents proposed by Party A. Moreover, the Thoma Bravo $99 Proposal was financially superior to the proposals from each of Party B and Party A, and Thoma Bravo had indicated that the Thoma Bravo $99 Proposal was its best and final offer. The Board of Directors also considered the potential risk of losing the favorable opportunity with Thoma Bravo in the event that Ellie Mae continued trying to obtain any additional offers at higher prices, especially in light of the “go-shop” provision that Thoma Bravo was willing to provide in the Merger Agreement. The Board of Directors continued to discuss the potential transaction with Thoma Bravo and the reasons that the Board of Directors believed that it was in the best interests of Ellie Mae and its stockholders to enter into the Merger Agreement with Thoma Bravo and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement (for more information concerning the recommendation of the Board of Directors, see the section titled “The Merger Agreement—Reasons for the Merger”). Following such discussion, the Board of Directors unanimously (i) determined that it was in the best interests of Ellie Mae and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement;

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(ii) approved the execution and delivery of the Merger Agreement by Ellie Mae, the performance by Ellie Mae of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (iii) resolved to recommend that Ellie Mae stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

Later that evening, Ellie Mae and Thoma Bravo executed the Merger Agreement and related agreements in connection with the transactions contemplated by the Merger Agreement. At the time of the execution of the Merger Agreement, Thoma Bravo and Ellie Mae had not discussed the terms of any post-closing employment or equity participation for Ellie Mae management. Prior to (but after the execution of the Merger Agreement) and following the closing of the Merger, however, certain of our executive officers may have discussions, and following the closing of the Merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

The following morning on February 12, 2019 before market open, the parties issued a joint press release announcing the execution of the Merger Agreement.

Since the execution of the Merger Agreement, in connection with the “go-shop” period provided for in the Merger Agreement, which expires at 12:00 p.m. Pacific Time on March 18, 2019, at the direction of the Board of Directors, representatives of J.P. Morgan re-engaged in discussions with all of the parties with whom Ellie Mae discussed a potential strategic transaction prior to the execution of the Merger Agreement, including Party I, Party J and Party K, other than Thoma Bravo. Party A, Party B, Party C, Party E, Party F and Party J declined to continue discussions with Ellie Mae during the “go-shop” period. In addition, at the direction of the Board of Directors, representatives of J.P. Morgan contacted 24 additional parties, comprised of 18 strategic parties (including Party I) and six (including Party K) financial sponsors to gauge such parties’ interest in providing an alternative Acquisition Proposal. Of those 24 parties, Ellie Mae executed a confidentiality agreement with Party K, which confidentiality agreement was in customary form for a strategic transaction process and included a standstill obligation with a “don’t ask, don’t waive” provision but allowed the counterparty to privately and confidentially approach Ellie Mae senior management, the Board of Directors or J.P. Morgan at any time to make acquisition proposals. To date, Ellie Mae has not received any alternative Acquisition Proposal.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) determined that it is in the best interests of Ellie Mae and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Ellie Mae, the performance by Ellie Mae of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (iii) resolved to recommend that Ellie Mae stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

In the course of reaching its determination and recommendation, the Board of Directors consulted with Ellie Mae management, Cooley LLP, its outside legal advisor, and J.P. Morgan, its financial advisor. The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of

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importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by Ellie Mae, the performance by Ellie Mae of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (ii) resolution to recommend that Ellie Mae stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL:

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

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The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement and approve the Merger and the transactions contemplated thereby is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter dated December 28, 2018, Ellie Mae retained J.P. Morgan as its financial advisor in connection with a possible acquisition of Ellie Mae and to deliver a fairness opinion in connection with the proposed Merger.

At the meeting of the Board of Directors on February 11, 2019, J.P. Morgan rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Per Share Merger Consideration to be paid to the holders of Ellie Mae common stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its February 11, 2019 oral opinion by delivering the Opinion, that, as of the date of the Opinion, the Per Share Merger Consideration to be paid to the holders of Ellie Mae common stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the Opinion, dated February 11, 2019, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the Opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. Ellie Mae stockholders are urged to read the Opinion in its entirety.

The Opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Per Share Merger Consideration to be paid to the holders of Ellie Mae common stock in the proposed Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of the Per Share Merger Consideration to the holders of any other class of securities, creditors or other constituencies of Ellie Mae or as to the underlying decision by Ellie Mae to engage in the proposed Merger. The issuance of the Opinion was approved by a fairness committee of J.P. Morgan. The summary of the Opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. The Opinion does not constitute a recommendation to any Ellie Mae stockholder as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In arriving at the Opinion, J.P. Morgan, among other things:

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In addition, J.P. Morgan held discussions with certain members of the management of Ellie Mae with respect to certain aspects of the Merger, the past and current business operations of Ellie Mae, the financial condition and future prospects and operations of Ellie Mae, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving the Opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Ellie Mae or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Ellie Mae, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Ellie Mae, Parent, Merger Sub or the Thoma Bravo Fund under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Ellie Mae to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by Ellie Mae and Parent in the Merger Agreement, the Equity Commitment Letter, the Guarantee and the related agreements were and will be true and correct in all respects material to its analyses. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Ellie Mae with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Ellie Mae or on the contemplated benefits of the Merger.

The Opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan, as of the date of the Opinion. The Opinion noted that subsequent developments may affect the Opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm the Opinion. The Opinion is limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be paid to the holders of Ellie Mae common stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Ellie Mae or as to the underlying decision by Ellie Mae to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the Merger, or any class of such persons relative to the consideration to be paid to the holders of Ellie Mae common stock in the Merger with respect to the fairness of any such compensation.

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The terms of the Merger Agreement were determined through arm’s length negotiations between Ellie Mae and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. The Opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or Ellie Mae management with respect to the proposed Merger or the Per Share Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering the Opinion to the Board of Directors on February 11, 2019 and contained in the presentation delivered to the Board of Directors on such date in connection with the rendering of the Opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

The projections furnished to J.P. Morgan for Ellie Mae were prepared by Ellie Mae’s management. For more information regarding these projections, see below under “—Management Projections.”

Public Trading Multiples Analysis. Using publicly available information, J.P. Morgan compared selected financial data of Ellie Mae with similar data for the following selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to Ellie Mae:

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These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Ellie Mae based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed is identical to Ellie Mae and certain of these companies may have financial and operating characteristics that are materially different from those of Ellie Mae. Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of firm value as of February 11, 2019 to published equity research consensus estimates that J.P. Morgan obtained from FactSet Research Systems for revenue for the calendar year 2019 (“CY 2019E FV/Revenue”) and for EBITDA (calculated as earnings before interest, tax, depreciation and amortization, and adjusted to exclude stock-based compensation and other non-recurring items) for the calendar year 2019 (“CY 2019E FV/EBITDA”). This analysis indicated the following CY 2019E FV/Revenue and CY 2019E FV/EBITDA multiples:

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected multiple reference ranges for CY 2019E FV/Revenue of 4.5x-6.5x and CY 2019E FV/EBITDA of 14.0x-20.0x. These multiple ranges were then applied to Ellie Mae’s estimated revenue and Adjusted EBITDA for calendar year 2019 as provided in the Management Projections, which indicated implied equity value per share ranges for Ellie Mae common stock, rounded to the nearest $1.00, of $75.00 to $103.00 and $68.00 to $93.00, respectively:

Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for Ellie Mae common stock.

A discounted cash flow analysis is a method of evaluating an asset by estimating the future unlevered cash flows generated by an asset and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value”. The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the cash flows generated by the asset and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions, estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan calculated the unlevered free cash flows that Ellie Mae is expected to generate during fiscal year 2019 through fiscal year 2028 based upon the Management Projections. J.P. Morgan treated stock-based compensation as a cash expense in the unlevered free cash flow calculation for purposes of its discounted cash flow analysis, as stock-based compensation is viewed as a true economic expense of the business. Based on Ellie Mae management’s estimates of a 3.0% terminal value growth rate in the industry in which Ellie Mae operates, J.P. Morgan also calculated a range of terminal values for Ellie Mae at the end of fiscal year 2028 by applying terminal growth rates ranging from 2.5% to 3.5% to the unlevered free cash flows of Ellie Mae. The unlevered

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free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.0% to 10.0%, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Ellie Mae. The present value of the unlevered free cash flows and the range of terminal values were then adjusted by adding Ellie Mae’s net cash balance of $365 million as of December 31, 2018 (as per Ellie Mae’s management) and divided by fully diluted shares outstanding (calculated using treasury stock method). The discounted cash flow analysis indicated an implied equity value per share range for Ellie Mae common stock, rounded to the nearest $1.00, of $78.00 to $100.00.

Transaction Multiples Analysis. Using publicly available information, J.P. Morgan examined selected transactions involving software companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of Ellie Mae or aspects thereof. For each of the selected transactions, J.P. Morgan calculated the firm value to be paid for the target company in such transaction as a multiple of published equity research estimates for revenue for the 12-month period following the announcement of the applicable transaction (“FV/NTM Revenue”). The transactions considered are as follows:

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a multiple reference range for FV/NTM Revenue of 4.5x – 7.0x. The FV/NTM Revenue multiples were then applied to Ellie Mae’s estimated 2019 revenue, which indicated an implied equity value per share range for Ellie Mae common stock, rounded to the nearest $1.00, of $75.00 to $110.00.

Other Information

52-Week Historical Trading Range. For reference only and not as a component of its fairness analyses, J.P. Morgan reviewed the trading range for Ellie Mae common stock for the 52-week period ended February 1, 2019. J.P. Morgan noted that the low and high closing share prices during this period were $59.10 and $115.84 per share of Ellie Mae common stock, respectively.

Equity Research Analyst Price Targets. For reference only and not as a component of its fairness analyses, J.P. Morgan reviewed certain publicly available equity research analyst price targets for Ellie Mae common stock available as of February 1, 2019. J.P. Morgan noted that the range of such price targets, rounded to the nearest $1.00, was $52.00 to $100.00 per share of Ellie Mae common stock.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and the Opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create

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points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Ellie Mae. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at the Opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support the Opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining the Opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Ellie Mae, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, may be considered similar to those of Ellie Mae. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analyses, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Ellie Mae and the transactions compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Ellie Mae with respect to the Merger and deliver a fairness opinion to the Board of Directors with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Ellie Mae and the industries in which it operates.

For services rendered in connection with the Merger and the delivery of the Opinion, Ellie Mae has agreed to pay J.P. Morgan a fee of approximately $37 million, of which $2 million became payable upon delivery of the Opinion and the remainder will be payable only upon the completion of the Merger. In addition, Ellie Mae has agreed to reimburse J.P. Morgan for its reasonable expenses incurred in connection with its services, including reasonable fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of the Opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Ellie Mae and with Thoma Bravo and its affiliates (unrelated to the Merger) for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period for Ellie Mae have included asset management services for which J.P. Morgan and such affiliates received less than $200,000 in compensation. Such services during such period for Thoma Bravo and its affiliates have included corporate finance and treasury services for which J.P. Morgan and such affiliates received less than $25,000,000 in compensation. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of Ellie Mae, and an employee of an affiliate of J.P. Morgan serves as a member of an advisory board of Ellie Mae. In the ordinary course of J.P. Morgan’s businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Ellie Mae or Thoma Bravo and its affiliates for J.P. Morgan’s own account or for the accounts of customers, and accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

Management Projections

Ellie Mae does not, as a matter of course, publicly disclose long-term forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying long-term

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assumptions, estimates and projections. However, Ellie Mae is including a summary of certain previously nonpublic, unaudited prospective financial information prepared by its management for the calendar years 2019-2028 (the “Management Projections” and together with the Five-Year Projections, the “Projections”) in order to provide Ellie Mae stockholders with access to information that was made available to, and approved by, the Board of Directors in connection with its evaluation of the Merger and the Per Share Merger Consideration. The Management Projections were based on the Five-Year Projections that Ellie Mae management presented to the Board of Directors in January 2019 in connection with the Board of Directors’ review of the proposed Merger, and updated to include certain financial forecasts for calendar years 2024-2028 and Unlevered Free Cash Flow for calendar years 2019-2028. A subset of the Five-Year Projections was made available to Parent and Merger Sub at Parent’s request in connection with their due diligence review, and the Management Projections were made available to J.P. Morgan in connection with the rendering of J.P. Morgan’s opinion to the Board of Directors.

The following table presents the Management Projections.

The following table presents the Five-Year Projections, which is being made available in this proxy statement for informational purposes only.

The Projections were developed by Ellie Mae management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement, or any changes to Ellie Mae’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, the Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. In the view of Ellie Mae management, the Management Projections have been reasonably prepared by Ellie Mae management on bases reflecting the best currently available estimates and judgments of Ellie Mae management of the future financial performance of Ellie Mae and other matters covered thereby.

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Although the Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by Ellie Mae management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Ellie Mae’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Ellie Mae’s control. The Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, Ellie Mae’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Ellie Mae’s reports filed with the SEC. There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than forecasted. The Projections cover several years, and such information by its nature becomes less reliable with each successive year. In addition, the Projections will be affected by Ellie Mae’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Projections should not be regarded as an indication that Ellie Mae, J.P. Morgan, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Projections in this proxy statement should not be regarded as an indication that the Projections will be necessarily predictive of actual future events. No representation is made by Ellie Mae or any other person regarding the Projections or Ellie Mae’s ultimate performance compared to such information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Ellie Mae contained in Ellie Mae’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The non-GAAP financial measures used in the Management Projections were relied upon by J.P. Morgan for purposes of its opinion and by the Board of Directors in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by J.P. Morgan for purposes of its opinion or by the Board of Directors in connection with its evaluation of the Merger. Accordingly, Ellie Mae has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Ellie Mae may not be comparable to similarly titled amounts used by other companies. Neither Ellie Mae’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Adjusted EBITDA and Unlevered Free Cash Flow contained in the Management Projections and Adjusted EBITDA and Free Cash Flow contained in the Five-Year Projections set forth above, are “non-GAAP financial measures,” which 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 non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The summary

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of such information above is included solely to give stockholders access to the information that was made available to the Board of Directors, J.P. Morgan, Parent and Merger Sub, and is not included in this proxy statement in order to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares of Ellie Mae common stock.

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

Interests of Ellie Mae’s Directors and Executive Officers in the Merger

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

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Except as approved by the Board of Directors, from the date of the Merger Agreement, to the earlier of the termination of the Merger Agreement or the Effective Time, pursuant to the terms of the Merger Agreement, Parent and Merger Sub covenant not to, and covenant to not permit any of their subsidiaries or respective controlled affiliates to, authorize, make or enter into, any arrangements or understandings (formal or informal, binding or otherwise) with any executive officer of Ellie Mae (1) regarding any continuing employment or consulting relationship with the Surviving Corporation; (2) pursuant to which any such executive officer would be entitled to receive consideration of a different amount or nature than Ellie Mae stockholders; or (3) pursuant to which any such executive officer (directly or indirectly) would agree to provide equity investment to finance any portion of the Merger. Prior to and following the closing of the Merger, however, certain of our executive officers may have discussions, and following the closing of the Merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective controlled affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

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

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period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner that would adversely affect the rights of the current or former directors, officers and employees of Ellie Mae.

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

Treatment of Company Options, Company RSU Awards, Company Restricted Stock Awards and Company Performance Share Awards

The Company from time to time has granted awards under Ellie Mae’s 2009 Stock Option and Incentive Plan, as amended, and 2011 Equity Incentive Plan, including sub plans thereunder (collectively, the “Company Equity Plans”), of options to purchase shares of Ellie Mae common stock (each, a “Company Option”), restricted stock units covering shares of Ellie Mae common stock (each, a “Company RSU Award”), restricted stock awards denominated in Ellie Mae common stock (each, a “Company Restricted Stock Award”), and performance shares denominated in Ellie Mae common stock (each, a “Company Performance Share Award”).

As of February 13, 2019, there were 1,060,948 shares of Ellie Mae common stock subject to outstanding Company Options, 1,392,922 shares of Ellie Mae common stock subject to outstanding Company RSU Awards, 80,455 shares of Ellie Mae common stock subject to outstanding Company Restricted Stock Awards, and 87,680 shares of Ellie Mae common stock subject to outstanding Company Performance Share Awards.

At the Effective Time, each Company Option, Company RSU Award, and Company Restricted Stock Award that is unexpired, unexercised, outstanding and vested as of immediately before the Effective Time or that vests solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) will be cancelled and automatically converted into the right to receive a cash amount equal to the product of: (1) the total number of shares of Ellie Mae common stock subject to the Vested Award, multiplied by (2) $99.00 (or, for each Company Option, the excess, if any, of $99.00 over the Company Option’s per share exercise price), subject to any required tax withholdings (the “Vested Award Cash-out Payment”).

At the Effective Time, each Company Option, Company RSU Award, and Company Restricted Stock Award that is unexpired, unexercised, and outstanding as of immediately before the Effective Time that is not a Vested Award (each, an “Unvested Award”) will be cancelled and automatically converted into the right to receive the Cash Replacement Amount, subject to the vesting conditions described below. The Cash Replacement Amount will be equal to the product of: (1) the total number of shares of Ellie Mae common stock subject to the Unvested Award, multiplied by (2) $99.00 (or, for each Company Option, the excess, if any, of $99.00 over the Company Option’s per share exercise price), subject to any required tax withholdings. The Cash Replacement Amount will vest and be payable at the same time as the corresponding, cancelled Unvested Award would have vested and

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(subject to continued service) and will have the same terms as the corresponding, cancelled Unvested Award (including any accelerated vesting terms) that applied to the corresponding, cancelled Unvested Award in effect immediately before the Effective Time, except for terms rendered inoperative by reason of the Merger or for any appropriate administrative or ministerial changes.

Any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than $99.00 will be cancelled immediately upon the Effective Time without payment or consideration.

At the Effective Time, each Company Performance Share Award and Company RSU Award that is outstanding immediately before the Effective Time and subject to performance-based vesting will become vested and nonforfeitable with respect to a number of shares of Ellie Mae common stock subject to such Company Performance Share Award or Company RSU Award, as applicable, calculated in accordance with their respective terms, and will be cancelled and converted automatically into the right to receive a cash amount equal to the Per Share Merger Consideration in respect of each vested share of Ellie Mae common stock subject to such Company Performance Share Award or Company RSU Award, subject to applicable tax withholding.

The Company Performance Share Awards granted in 2018 will be settled at a 165% of target level. The Company Performance Share Awards and performance-based Company RSU Awards granted in the first quarter of 2019 will be settled based on the level of achievement of the applicable performance metrics as reasonably determined by the Company or a committee thereof in good faith in accordance with the Company Equity Plans (provided that such level of achievement shall not exceed the greater of (1) 100% of target and (2) the actual achievement of the performance goals attributable to such Company Performance Share Awards and performance-based Company RSU Awards).

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

Payments Upon Termination At or Following Change in Control

Employment Agreement with Sigmund Anderman

In January 2015, we entered into an amended employment agreement with Mr. Anderman that sets forth the terms and conditions of his employment as executive chairman of our Board of Directors. Under his amended employment agreement, if Mr. Anderman’s employment is terminated without “cause” or he experiences a “constructive termination” of employment (as such terms are defined in his employment agreement), then Mr. Anderman will receive (1) a severance payment equal to the aggregate amount of base salary and target bonuses for which Mr. Anderman would have been eligible during the period from the date of his termination of employment through December 31, 2019 had he continued employment through December 31, 2019, (2) payment of, or reimbursement for, premiums to continue healthcare coverage for himself and his eligible dependents under COBRA through December 31, 2019, and (3) 100% accelerated vesting and, if applicable, exercisability of all of his outstanding equity awards, and, if applicable, such equity awards will be exercisable for the duration of their original term.

If Mr. Anderman’s employment terminates due to his death or him becoming permanently disabled, then Mr. Anderman will receive the equity award benefits described in clause 3 of the preceding paragraph.

Mr. Anderman’s right to the severance payments and benefits described above is conditioned upon (1) him executing and not revoking a general release of claims in our favor within 60 days following his termination of employment and (2) his compliance with his confidentiality and non-solicitation obligations to Ellie Mae under his amended employment agreement.

The amended employment agreement will terminate on December 31, 2019 by its terms.

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Employment Agreement with Jonathan Corr

In January 2015, we entered into an employment agreement with Mr. Corr that sets forth the terms and conditions of his employment as our president and Chief Executive Officer. Under his employment agreement, if Mr. Corr’s employment is terminated without “cause” or he experiences a “constructive termination” of employment (each, a “Covered Termination”) prior to a “change in control” (such terms as defined in his employment agreement), then he will receive (1) a severance payment equal to 24 months of his base salary at the rate in effect immediately prior to his termination of employment and (2) payment of, or reimbursement for, premiums to continue healthcare coverage for himself and his eligible dependents under COBRA for up to 24 months following his termination of employment.

If Mr. Corr has a Covered Termination on or following a change in control, then he will receive the severance benefits described in the paragraph above (except the severance payment in clause (1) above will be based on his base salary immediately prior to the change in control if higher than his base salary immediately prior to such termination of employment), and if such Covered Termination occurs on or prior to the second anniversary of the change in control, each of his outstanding equity awards will automatically become vested and, if applicable, exerciseable with respect to 100% of the shares subject to such equity award, and, if applicable, such equity award will be exercisable for the duration of its original term.

If Mr. Corr’s employment terminates due to his death or permanent disability, then he will receive (1) a pro-rata bonus for the year in which such termination of employment occurs, based on actual performance (with any individual performance goal determined at 100% of target) and (2) each of his outstanding equity awards will automatically become vested and, if applicable, exerciseable with respect to 100% of the shares subject to such equity award.

Mr. Corr’s right to the severance payments and benefits described above is conditioned upon (1) him executing and not revoking a general release of claims in our favor within 60 days following his termination of employment and (2) his compliance with his confidentiality and non-solicitation obligations to Ellie Mae under his employment agreement.

Change in Control Severance Agreements with Dan Madden, Brian Brown, Carina Cortez, Joseph Tyrrell and Cathleen Schreiner Gates

We have entered into change in control severance agreements with each of Messrs. Brown, Madden and Tyrrell, and Mses. Cortez and Schreiner Gates. Under the terms of each of the change in control severance agreements, if the executive’s employment is terminated other than for “cause” or as the result of a “constructive termination” within 60 days prior to a “change in control” (such terms as defined in the applicable change in control severance agreement) or on or within 12 months following a change in control, then the executive will receive: (1) a lump sum cash payment equal to 12 months of the executive’s base salary at the higher of the rate in effect immediately prior to the change in control or the executive’s termination of employment, (2) payment of, or reimbursement for, premiums to continue healthcare coverage for the executive and his or her eligible dependents under COBRA for up to 12 months following the executive’s termination of employment, and (3) 100% accelerated vesting and, if applicable, exercisability of all of the executive’s outstanding equity awards, and, if applicable, such equity awards will be exercisable for the duration of their original term. The initial term of each change in control severance agreements is three years, and thereafter the agreements automatically renew for successive one year terms unless Ellie Mae provides written notice of non-renewal to the executive officer at least 180 days prior to the expiration of the then-current term.

Each executive’s right to the severance payments and benefits described above is conditioned upon (1) him or her executing and not revoking a general release of claims in our favor within 60 days following his or her termination of employment and (2) his or her compliance with the confidentiality and non-solicitation provisions in his or her change in control severance agreement.

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Change in Control Severance Agreement with Popi Heron

Ms. Heron is not currently one of our executive officers. Ms. Heron, however, served as our interim Chief Financial Officer during 2018 and is thus one of our named executive officers for our fiscal year ended December 31, 2018. Under Item 402(t) of Regulation S-K, we are required to disclose certain information regarding her compensation that is based on or otherwise relates to the merger. Accordingly, we have summarized below the terms of the change in control agreement in connection with this disclosure requirement.

In February 2019, we entered into a change in control severance agreement with Ms. Heron. Under the terms of her change in control severance agreement, if Ms. Heron’s employment is terminated other than for “cause” or as the result of a “constructive termination” upon or within 12 months following a “change in control” (such terms as defined in her change in control severance agreement), then she will receive 100% accelerated vesting and, if applicable, exercisability of all her then outstanding and unvested equity awards. In addition, Ms. Heron will be entitled to receive a bonus equal to $80,069 on the 60th day following the earlier of (1) a change in control or (2) a termination of her employment other than for cause prior to the 60th day following a change in control.

In the event a change in control of Ellie Mae does not occur on or prior to February 8, 2020, the change in control severance agreement will terminate on February 8, 2020.

Ms. Heron’s right to the severance payments and benefits described above is conditioned upon (1) her executing and not revoking a general release of claims in our favor within 60 days following her termination of employment and (2) her compliance with her confidentiality and non-solicitation obligations to Ellie Mae under her change in control severance agreement.

Quantification of Potential Payments to Ellie Mae Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Ellie Mae’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute compensation” by the applicable SEC disclosure rules. The amounts set forth in the table below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that: (i) the Effective Time of the Merger will occur on February 13, 2019; (ii) the employment of the named executive officer will be terminated immediately following the Effective Time of the Merger in a manner entitling the named executive officer to receive the severance benefits described in the section of this proxy statement captioned “—Payments Upon Termination At or Following Change in Control;” and (iii) no named executive officer becomes entitled to additional compensation or benefits or equity awards prior to the Effective Time of the Merger. Pursuant to applicable proxy disclosure rules, the value of the equity award vesting acceleration below is equal to the number of shares covered by the applicable Company Option, Company RSU Award, Company Restricted Stock Award or Company Performance Share Award that are accelerating multiplied by the Per Share Merger Consideration ($99.00 per share). The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the Effective Time of the Merger, or the value of payments or benefits that are not based on or otherwise related to the Merger.

In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on the occurrence of both the Merger as well as the named executive officer’s qualifying termination of employment as being payable on a “double-trigger” basis, and we refer to payments that are conditioned only upon the occurrence of the Merger as being payable on a “single-trigger” basis. The individuals named below represent the named executive officers for Ellie Mae’s fiscal year ending December 31, 2018.

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Golden Parachute Compensation (1)

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

At the Effective Time of the Merger, each Company Option, Company RSU Award, Company Restricted Stock Award, and Company Performance Share Award held by our executives and non-employee directors will receive the treatment described in the section of this proxy statement captioned “—Treatment of Company Options, Company RSU Awards, Company Restricted Stock Awards, and Company Performance Share Awards.”

Each of our executive officers is eligible to receive the applicable vesting acceleration benefits with respect to his or her equity awards described above under the heading “—Payments Upon Termination At or Following Change in Control.”

At the Effective Time each unvested equity award held by Ellie Mae’s non-employee directors will become fully vested and, as applicable, exercisable pursuant to the terms of Ellie Mae’s Non-Employee Director Equity Compensation Policy.

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

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards held by each of Ellie Mae’s executive officers and non-employee directors that are outstanding as of February 13, 2019. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Per Share Merger Consideration (minus the applicable per share exercise price for any Company Options). No additional shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

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

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Financing of the Merger

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

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $3.6 billion. This amount includes the funds needed to: (1) pay stockholders the amounts due under the Merger Agreement and (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement.

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Equity Financing

Pursuant to the Equity Commitment Letter, the Thoma Bravo Fund has agreed to provide Parent with an equity commitment sufficient to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund, together with cash on hand at Ellie Mae, certain fees and expenses to be paid at the closing of the Merger, contemplated by, and subject to the terms and conditions of, the Merger Agreement.

The Equity Commitment Letter provides, among other things, that: (1) Ellie Mae is an express third party beneficiary thereof with respect to enforcing Parent’s right to cause the equity commitment under the Equity Commitment Letter by the Thoma Bravo Fund to be funded to Parent in order to consummate the Merger, if, and only if, (a) all conditions in Article VII of the Merger Agreement have been satisfied or waived (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions), (b) Parent and Merger Sub fail to consummate the Closing by the date on which the Closing would otherwise be required to have occurred pursuant to Section 2.3 of the Merger Agreement and (c) Parent is required pursuant to a final and non-appealable order of a court of competent jurisdiction to specifically perform such obligations; and (2) the Thoma Bravo Fund will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (x) there is adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or in equity. The Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Parent, the Thoma Bravo Fund and Ellie Mae.

Guaranty

Pursuant to the Guaranty, the Thoma Bravo Fund has agreed to guarantee the due, punctual and complete payment and performance of all of the liabilities and obligations of Parent under the Merger Agreement, including, but not limited to: (1) the aggregate amount of the Parent Termination Fee (as defined under the caption “The Merger—Termination Fee”) solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; (2) any amounts due by Parent pursuant to legal proceedings as a result of default under the Merger Agreement; and (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to Ellie Mae and its representatives in connection with any debt financing. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Thoma Bravo Fund under the Guaranty are subject to a cap equal to $258 million.

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

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Closing and Effective Time

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

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of Ellie Mae common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of Ellie Mae common stock unless otherwise expressly noted herein. Only a holder of record of shares of Ellie Mae common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of Ellie Mae common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Ellie Mae common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

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

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

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

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

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

Filing Written Demand

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

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and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Ellie Mae stockholders will constitute a waiver of appraisal rights.

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

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

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

Ellie Mae, Inc.

Attention: Investor Relations

4420 Rosewood Drive, Suite 500

Pleasanton, CA 94588

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

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Notice by the Surviving Corporation

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

Filing a Petition for Appraisal

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

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

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

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Determination of Fair Value

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

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

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

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limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of Ellie Mae common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of Ellie Mae common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Ellie Mae common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Ellie Mae common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

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

Accounting Treatment

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

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

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

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

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

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

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO

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CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

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

Non-U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of Ellie Mae common stock that is, for U.S. federal income tax purposes, not a U.S. Holder.

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

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

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Information Reporting and Backup Withholding

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

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

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code (“FATCA”), impose a U.S. federal withholding tax of 30% 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 includes 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 will impose a U.S. federal withholding tax of 30% 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. Subject to the recently released proposed Treasury Regulations described below, FATCA

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will apply to gross proceeds from sales or other dispositions of Ellie Mae common stock after December 31, 2018. The United States Treasury Department recently released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition Ellie Mae 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.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of Ellie Mae common stock pursuant to the Merger.

Regulatory Approvals Required for the Merger

General

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

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable HSR Act waiting period has expired or been terminated. The waiting period under the HSR Act is 30 calendar days, unless the waiting period is terminated earlier or extended by a request for additional information and documentary material. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until Ellie Mae and Parent file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Ellie Mae and Thoma Bravo Fund XIII-A, L.P. made the necessary filings with the FTC and the Antitrust Division of the DOJ on February 21, 2019. Ellie Mae and Thoma Bravo Fund XIII-A, L.P. may also file pre-merger or post-merger notification filings, forms and submissions with other Governmental Authorities pursuant to other applicable antitrust laws in connection with the Merger to the extent required in the reasonable judgement of counsel to Parent and Ellie Mae. The Merger Agreement provides that Ellie Mae, Parent and Merger Sub will use reasonable best efforts to obtain regulatory clearance, including, to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other antitrust laws applicable to the Merger, including that Parent and Merger Sub will offer, commit to and effect, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and Ellie Mae, on the other hand; and (B) any other restrictions on the activities of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and Ellie Mae, on the other hand; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

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Other Regulatory Approvals

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

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

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this 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 (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Ellie Mae, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Ellie Mae, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Ellie Mae, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Ellie Mae, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement 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 included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Ellie Mae, Parent, Merger Sub or their respective businesses. 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 regarding Ellie Mae and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time: (1) Merger Sub will be merged with and into Ellie Mae, with Ellie Mae becoming a wholly owned subsidiary of Parent; and (2) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Ellie Mae and Merger Sub, and all of the debts, liabilities and duties of Ellie Mae and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified. At the Effective Time, the officers of Ellie Mae as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the certificate of incorporation of Ellie Mae as the Surviving Corporation will be amended to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

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Closing and Effective Time

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in writing by Parent, Ellie Mae and Merger Sub. On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The time at which the Merger will become effective will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provision of the DGCL (the time of such filing and the acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and Ellie Mae and specified in the certificate of merger, being referred to herein as the “Effective Time”).

Merger Consideration

Ellie Mae common stock

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

Outstanding Company Options, Company RSU Awards, Company Restricted Stock Awards, and Company Performance Share Award

At the Effective Time, each Vested Award (other than vested Company Options with a per share exercise price equal to or greater than $99.00) will be cancelled and automatically converted into the right to receive the Vested Award Cash-out Payment (as described above).

At the Effective Time, each Unvested Award will be cancelled and automatically converted into the right to receive the applicable Cash Replacement Amount (as described above), subject to the vesting conditions described below. The Cash Replacement Amount will vest and be payable (subject to continued service) at the same time as the corresponding, cancelled Unvested Award would have vested and will have the same terms (including any vesting acceleration terms) that applied to the cancelled Unvested Award, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

Any Company Option (whether vested or unvested) with a per share exercise price equal to or greater than $99.00 will be cancelled immediately upon the Effective Time without payment or consideration.

At the Effective Time, each Company Performance Share Award and Company RSU Award that is outstanding immediately before the Effective Time and subject to performance-based vesting will become vested and nonforfeitable with respect to a number of shares of Ellie Mae common stock subject to such Company Performance Share Award or Company RSU Award, as applicable, calculated in accordance with their respective terms, and will be cancelled and converted automatically into the right to receive a cash amount equal to the Per Share Merger Consideration in respect of each vested share of Ellie Mae common stock subject to such Company Performance Share Award or Company RSU Award, subject to applicable tax withholding.

The Company Performance Share Awards granted in 2018 will be settled at a 165% of target level. The Company Performance Share Awards and performance-based Company RSU Awards granted in the first quarter of 2019 will be settled based on the level of achievement of the applicable performance metrics as reasonably determined by the Company or a committee thereof in good faith in accordance with the Company Equity Plans

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(provided that such level of achievement shall not exceed the greater of (1) 100% of target and (2) the actual achievement of the performance goals attributable to such Company Performance Share Awards and performance-based Company RSU Awards).

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

Treatment of Purchase Rights under the Employee Stock Purchase Plan

The Merger Agreement generally provides that no new offering periods or purchase periods will begin under the ESPP after February 11, 2019, and no individual will be allowed to begin participating in the ESPP after February 11, 2019. After February 11, 2019, each ESPP participant will not be allowed to increase his or her payroll contribution rate from the rate in effect as of February 11, 2019, or make separate non-payroll contributions to the ESPP, except as required by applicable law. Any offering period that would otherwise be outstanding at the Effective Time will end no later than five days before the Effective Time. All outstanding purchase rights under the ESPP will be exercised no later than one business day before the Effective Time (with such purchase rights subject to any pro rata adjustments that may be necessary if the current offering period in progress is shortened), and the ESPP will terminate as of the Effective Time. Each share of Ellie Mae common stock purchased under the ESPP that remains outstanding as of immediately before the Effective Time will be cancelled at the Effective Time and converted into the right to receive $99.00.

Exchange and Payment Procedures

Prior to the closing of the Merger, Parent will designate a bank or trust company reasonably acceptable to Ellie Mae (the “Payment Agent”) to make payments of the Merger consideration to stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent cash sufficient to pay the aggregate Per Share Merger Consideration to stockholders.

Promptly following the Effective Time (and in any event within three business days), the Payment Agent will mail to each holder of record (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of Ellie Mae common stock represented by such holder’s certificate(s) or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the Payment Agent is not claimed within one year following the Effective Time, such cash will be returned to Parent, upon demand, and any holders of Ellie Mae common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent as general creditor for payment of the Per Share Merger Consideration. Any cash deposited with the Payment Agent that remains unclaimed two years following the Effective Time will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

Representations and Warranties

The Merger Agreement contains representations and warranties of Ellie Mae, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Ellie Mae are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Ellie Mae, any change, event, violation, inaccuracy, effect or circumstance that, individually or in the aggregate have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect (1) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of Ellie Mae or (2) would reasonably be

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expected to prevent or materially impair the consummation by Ellie Mae of the Merger prior to Termination Date, except that, with respect to clause (1) only, none of the following (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

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In the Merger Agreement, Ellie Mae has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Ellie Mae that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as: (1) expressly contemplated by the Merger Agreement; (2) required by applicable law; (3) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (4) as disclosed in the confidential disclosure letter to the Merger Agreement, during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Ellie Mae will:

In addition, Ellie Mae has also agreed that, except as (1) expressly contemplated by the Merger Agreement; (2) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (3) as disclosed in the confidential disclosure letter to the Merger Agreement; (4) to the extent necessary to comply with the express obligations set forth in any Material Contract in effect on the date of the Merger Agreement; or (5) as required by applicable law, during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Ellie Mae will not, among other things:

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The “Go Shop” Period—Solicitation of Other Offers

Under the Merger Agreement, from the date of the Merger Agreement until 12:00 p.m., Pacific time on March 18, 2019 (the “No Shop Period Start Date”), Ellie Mae and its Representatives have the right to, among other things: (1) solicit, initiate, propose or induce or knowingly encourage, facilitate or assist any inquiries regarding any Acquisition Proposal (as defined below), (2) engage in discussions or negotiations regarding, or provide any non-public information to, any person relating to, or that would reasonably be expected to lead to, an Acquisition Proposal, or (3) subject to entering into an Acceptable Confidentiality Agreement (as defined below), furnish to any person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any nonpublic information relating to Ellie Mae or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Ellie Mae (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, provided that Ellie Mae must, within 24 hours, provide to Parent, or provide Parent access to, any such non-public information that has not been previously provided to Parent or its representatives.

Ellie Mae is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal (as defined below), unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a two business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

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If Ellie Mae terminates the Merger Agreement for the purpose of entering into an agreement with any Person who is not a Restricted Party in respect of a Superior Proposal prior to the No Shop Period Start Date, Ellie Mae would be required to pay a termination fee of $55 million to Parent. For more information, please see the section of this proxy statement captioned “—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means an agreement with Ellie Mae that contains customary provisions requiring the counterparty thereto (and any of its affiliates and representatives named therein) that receive material non-public information of or with respect to Ellie Mae to keep such information confidential, provided that with respect to agreements executed and delivered after the Merger Agreement, the provisions contained therein are no less restrictive in any material respect to such counterparty (and any of its affiliates and representatives named therein) than the terms of the confidentiality agreement entered into between Ellie Mae and Thoma Bravo (except that such agreement need not contain any “standstill” or similar provision or otherwise prohibit the making of any Acquisition Proposal).

“Acquisition Proposal” means any offer, proposal or indication of interest (other than an offer, proposal or indication of interest by Parent or Merger Sub) to engage in an Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

(1) any direct or indirect purchase or other acquisition by any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons, whether from Ellie Mae or any other person(s), of securities representing more than 20% of the total outstanding voting power of Ellie Mae after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or “group” of persons that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning more than 20% of the total outstanding voting power of Ellie Mae after giving effect to the consummation of such tender or exchange offer;

(2) any direct or indirect purchase, license or other acquisition by any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons of assets constituting or accounting for more than 20% of the consolidated assets, revenue or net income of Ellie Mae taken as a whole (measured by the fair market value thereof as of the date of such purchase or acquisition); or

(3) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving Ellie Mae pursuant to which any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons would hold securities representing more than 20% of the total outstanding voting power of Ellie Mae outstanding after giving effect to the consummation of such transaction.

“Restricted Party” means any Person who at any time prior to the date of the Merger Agreement has submitted a bona fide written Acquisition Proposal, including any direct or indirect Affiliates, Subsidiaries or portfolio companies of the foregoing.

“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction that (1) is not solicited in violation of the obligations pursuant to the Merger Agreement in any material respect and (2) is on terms that the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing) and the identity of the person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors (or a committee thereof) deems relevant, and if consummated, would be more favorable, from a financial point of view, to Ellie Mae stockholders (in their capacity as such) than the Merger (taking into

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account any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “80%.”

The “No Shop” Period—No Solicitation of Other Offers

From the date of the No Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Ellie Mae has agreed not to, and to cause its respective representatives not to:

In addition, Ellie Mae has agreed to request the prompt return or destruction of all non-public information concerning Ellie Mae furnished to any person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No Shop Period Start Date was executed and will cease providing any further information with respect to Ellie Mae or any Acquisition Proposal to any such persons or their respective Representatives and will terminate all access granted to any such persons or their respective Representatives to any physical or electronic data room.

Notwithstanding these restrictions, under certain circumstances, prior to the adoption of the Merger Agreement by Ellie Mae stockholders, Ellie Mae may, among other things, provide information to, and engage or participate in negotiations or substantive discussions with, a person in respect of an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such person and such Acquisition Proposal did not result from any material breach of Ellie Mae’s obligations, as described in the immediately preceding paragraph) if (and only if), subject to complying with certain procedures described in the subsequent paragraph, the Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and, in each case, the failure to act in respect of such Acquisition Proposal would be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law.

Ellie Mae is not entitled to terminate the Merger Agreement after the No Shop Period Start Date for the purpose of entering into an agreement in respect of a Superior Proposal, unless it complies with certain procedures in the

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Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a two business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If Ellie Mae terminates the Merger Agreement after the No Shop Period Start Date but prior to the adoption of the Merger Agreement by Ellie Mae stockholders or with respect to a Restricted Party, before or after the No Shop Period Start Date but prior to the adoption of the Merger Agreement by Ellie Mae stockholders, in each case for the purpose of entering into an agreement in respect of a Superior Proposal, Ellie Mae must pay a $110 million termination fee to Parent.

For purposes of this proxy statement and the Merger Agreement:

“Excluded Party” means any third party Person from whom Ellie Mae or any of its Representatives has received a written bona fide Acquisition Proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date, which written bona fide Acquisition Proposal received after the execution of the Merger Agreement the Board of Directors has reasonably determined in good faith prior to the start of the No-Shop Period Start Date (after consultation with its outside counsel and its financial advisor) is or would reasonably be expected to lead to a Superior Proposal; provided, however, that a Person shall immediately cease to be an Excluded Party (and the provisions of the Merger Agreement applicable to Excluded Parties shall cease to apply with respect to such Person) if (1) such Acquisition Proposal made by such Person following the execution of the Merger Agreement but prior to the start of the No-Shop Period Start Date is withdrawn by written notice to Ellie Mae at any time or (B) such Acquisition Proposal made following the Merger Agreement, in the good faith reasonable determination of the Board of Directors (after consultation with its outside counsel and its financial advisor), no longer is or would no longer be reasonably expected to lead to a Superior Proposal in light of the facts and circumstances available to, or known by, the Board of Directors.

The Board of Directors’ Recommendation; Company Board Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Ellie Mae common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change except as described below.

Prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may not take any action described in the following (any such action, a “Company Board Recommendation Change”):

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Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may effect a Company Board Recommendation Change if (1) there has been an Intervening Event (as defined below); or (2) Ellie Mae has received a bona fide Acquisition Proposal, whether before or after the No Shop Period Start Date, that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case, to the extent a failure to effect a Company Board Recommendation Change would be inconsistent with the Board of Directors’ fiduciary obligations under applicable law.

The Board of Directors may only effect a Board of Directors Recommendation Change for an Intervening Event if:

In addition, the Board of Directors may only effect a Company Board Recommendation Change or authorize Ellie Mae to terminate the Merger Agreement to enter into an agreement with respect to an Acquisition Proposal in response to a bona fide Acquisition Proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case if and only if:

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For purposes of this proxy statement and the Merger Agreement, an “Intervening Event” means any positive material event or development or material change in circumstances with respect to Ellie Mae (other than in connection with a bona fide Acquisition Proposal that constitutes a Superior Proposal) that was (1) not actually known to, or reasonably expected by, the Board of Directors as of the date on which the Merger Agreement was executed; or (2) does not relate to (a) any Acquisition Proposal; or (b) the mere fact, in and of itself, that Ellie Mae meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement, or changes after the date of the Merger Agreement in the market price or trading volume of Ellie Mae common stock or credit rating of Ellie Mae, it being understood that the underlying cause of any of the foregoing in clause (b) may be considered and taken into account).

Employee Benefits

The Merger Agreement provides that Parent will cause the Surviving Corporation to honor all of the terms of Ellie Mae’s benefit plans and compensation and severance arrangements following the Merger in accordance with their terms as in effect on February 11, 2019 and as set forth in the disclosure letter to the Merger Agreement, unless otherwise required pursuant to applicable law. In addition, from and after the Effective Time until December 31, 2019, each employee who continues employment following the Merger (a “Continuing Employee”) will be provided with employee benefit plans or other compensation and severance arrangements (other than equity-based benefits and individual employment agreements, except as provided in the first sentence of this paragraph) at benefit levels that are substantially comparable in the aggregate to those provided to the Continuing Employee immediately before the Effective Time, in each case, either through (1) Ellie Mae’s benefit plans and arrangements in existence immediately before the Effective Time, (2) comparable plans, or some combination of (1) and (2). In each case, base compensation and target incentive compensation opportunity will not be decreased from and after the Effective Time until December 31, 2019 for any Continuing Employee employed during that period. From and after the Effective Time until December 31, 2019, eligible employees will receive severance benefits according to Ellie Mae’s severance plans, guidelines and practices as in effect on February 11, 2019 that are described in the disclosure letter to the Merger Agreement.

The Surviving Corporation will grant any Continuing Employee credit for all service with Ellie Mae before the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement), except where the service credit would result in duplication of coverage or benefits. Each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored

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by the Surviving Corporation (other than Ellie Mae’s benefit plans and arrangements in existence immediately before the Effective Time) to the extent that coverage under any of the employee benefit plans sponsored by the Surviving Corporation replaces coverage under a comparable Ellie Mae benefit plan or arrangement in which the Continuing Employee participates immediately before the Effective Time. For purposes of each employee benefit plan sponsored by the Surviving Corporation that provides medical, dental, pharmaceutical, vision or disability benefits to any Continuing Employee, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of the plan will be waived for the Continuing Employee and his or her covered dependents, and full credit will be given for any eligible expenses incurred by the Continuing Employee and his or her covered dependents during the portion of the plan year of the comparable Ellie Mae benefit plan or arrangement in which the Continuing Employee participates immediately before the Effective Time that ends on the date that the Continuing Employee’s participation in the corresponding employee benefit plan sponsored by the Surviving Corporation begins for purposes of satisfying all deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to the Continuing Employee and his or her covered dependents for the applicable plan year as if the amounts had been paid according to the employee benefit plan of the Surviving Corporation (provided that the Surviving Corporation shall only be required to use commercially reasonable efforts to take such actions). The account of each Continuing Employee under any flexible spending plan sponsored will be credited by the Surviving Corporation with any unused balance in the account of the Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately before the Effective Time will be credited to the Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals (except to the extent that the limits or forfeitures applied under Ellie Mae’s benefit plans and arrangements in effect as of February 11, 2019).

Efforts to Close the Merger

Under the Merger Agreement, Parent, Merger Sub and Ellie Mae agreed to use reasonable best efforts to take all actions and assist and cooperate with the other parties, in each case as necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.

Cooperation with Debt Financing

Although the obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition (including, without limitation, consummation of any debt financing), Ellie Mae has agreed that it will use its reasonable best efforts to, and will use its reasonable best efforts to cause its representatives to, among other things:

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Additionally, Ellie Mae has agreed that it will use its best efforts to, and will use its best efforts to cause its representatives to furnish Parent, Merger Sub and their financing sources, as promptly as practicable, with (1) financial and other pertinent and customary regarding Ellie Mae as may be reasonably requested by Parent or Parent’s financing sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the Debt Financing or in rating agency presentations, lender presentations or other customary marketing materials, and (2) financial statements regarding Ellie Mae necessary to satisfy the conditions of the debt commitment letter related to the debt financing as in effect on February 11, 2019, and such other information customarily delivered and reasonably necessary for the preparation of a bank information memorandum, including the required financials in the debt comment letter related to the debt financing.

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Notwithstanding the foregoing, Ellie Mae is not required to (1) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which they have not received prior reimbursement or are not otherwise indemnified by or on behalf of Parent; (2) enter into any definitive agreement or distribute any cash (except to the extent subject to concurrent reimbursement by Parent) that will be effective prior to the Effective Time; (3) give any indemnities in connection with the cooperation requirements described herein that are, in each case, effective prior to the Effective Time; (4) take any action that, in their good faith determination would unreasonably interfere with the conduct of their business or create an unreasonable risk of damage or destruction to any of their property or assets; or (5) take any action that will conflict with or violate their respective organizational documents or any applicable laws or would result in a material violation or breach of, or default under, any material agreement to which Ellie Mae is a party. In addition, (1) no action, liability or obligation of Ellie Mae or any of its respective representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing or any of the actions required to be taken by Ellie Mae pursuant to the cooperation requirements described herein (other than customary representation letters, authorization letters and undertakings) will be effective until the Effective Time, and Ellie Mae will not be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (other than customary representation letters, authorization letters and undertakings) that is not contingent on the occurrence of the closing or that must be effective prior to the Effective Time; and (2) any bank information memoranda required in relation to the Debt Financing will contain disclosure reflecting the Surviving Corporation as the obligor. No officer or representative of Ellie Mae shall be required to deliver any certificate or opinion or take any other action pursuant to the cooperation requirements described herein that could reasonably be expected to result in personal liability to such officer or representative and the Board of Directors shall not be required to approve any financing or agreements related thereto, that are, in each case, effective prior to the Effective Time.

In addition, Parent shall (1) reimburse Ellie Mae for any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by Ellie Mae in connection with the cooperation requirements described herein and (2) indemnify Ellie Mae and its representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with any cooperation described herein, except to the extent resulting from Ellie Mae’s or any of its representatives gross negligence or willful and material misconduct.

Indemnification and Insurance

The Merger Agreement provides that all existing rights to exculpation, indemnification and the advancement of expenses for acts or omissions occurring at or prior to the Effective Time existing as of the signing of the Merger Agreement in favor of the current or former directors, officers or employees of Ellie Mae (in each case, as provided in the respective organizational documents of Ellie Mae) or in any indemnification agreement between Ellie Mae and the current or former directors, officers or employees of Ellie Mae on the date on which the Merger Agreement was signed, will survive the Merger and will continue in full force and effect for a period of six years from the Effective Time, in each case, except as otherwise required by applicable law.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent must cause the Surviving Corporation to) indemnify and hold harmless each current or former director, officer or employee of Ellie Mae, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director, officer, employee or agent of Ellie Mae or other affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (2) the Merger, as well as any actions taken by Ellie Mae, Parent or Merger Sub with respect thereto. The Merger Agreement also provides that the Surviving Corporation will

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(and Parent must cause the Surviving Corporation to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, without limiting the foregoing, unless Ellie Mae has purchased a “tail” policy prior to the Effective Time (which Ellie Mae may purchase, provided that the premium for such insurance does not exceed 300% of the aggregate annual premiums currently paid), the Merger Agreement requires Parent to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, Ellie Mae’s directors’ and officers’ insurance policies for a period of at least six years commencing at the Effective Time. Neither Parent nor the Surviving Corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by Ellie Mae, and if the premium for such insurance coverage would exceed such amount, Parent shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost equal to such amount.

For more information, please refer to the section of this proxy statement captioned “The Merger—Interests of Ellie Mae’s Directors and Executive Officers in the Merger.”

Other Covenants

Stockholders Meeting

Ellie Mae has agreed to take all necessary action (in accordance with applicable law and Ellie Mae’s organizational documents) to establish a record date for, duly call, give notice of, convene and hold a special meeting of the stockholders as promptly as reasonably practicable following the mailing of this proxy statement for the purpose of voting upon the adoption of the Merger Agreement, and approval of the Merger.

Stockholder Litigation

Ellie Mae will: (1) provide Parent with prompt notice of all stockholder litigation relating to the Merger Agreement; (2) keep Parent reasonably informed with respect to status thereof; (3) give Parent the opportunity to participate in the defense, settlement or prosecution of any such litigation; and (4) will consult with Parent with respect to the defense, settlement or prosecution of such litigation. Ellie Mae may not settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

Conditions to the Closing of the Merger

The obligations of Parent and Merger Sub, on the one hand, and Ellie Mae, on the other hand, to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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In addition, the obligation of Ellie Mae to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

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