Filed by Momentive Global Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Momentive Global Inc.
Commission File No.: 001-38664
The following communication was first made available on February 2, 2022 on the investor relations website of Momentive Global Inc.
Delivering Compelling Shareholder Value Momentive’s Combination with Zendesk February 2022
Forward-Looking Statements This communication may contain forward-looking statements, including about the completion of the proposed acquisition of Momentive by Zendesk (the “Transaction”), the financial outlook, growth, products and strategy of Momentive and the combined company following the Transaction and the potential synergies and other benefits of the Transaction. The achievement of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of assumptions prove incorrect, actual results and outcomes could differ materially from the results and outcomes expressed or implied by the forward-looking statements Momentive makes. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation: the possibility that the conditions to the closing of the Transaction are not satisfied on a timely basis or at all, including the risk that required approvals from Momentive’s and Zendesk’s respective stockholders for the Transaction are not obtained; potential litigation relating to the Transaction and the resulting expense or delay; uncertainties as to the occurrence or timing of the consummation of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Momentive or Zendesk to terminate the Transaction; adverse effects of failing to consummate or terminating the Transaction on Momentive’s and Zendesk’s businesses; difficulties and delays in integrating Momentive’s and Zendesk’s businesses following the Transaction; prevailing economic, market or business conditions or competition, or changes in such conditions, negatively affecting Momentive’s and Zendesk’s businesses and the business of the combined company following the Transaction; the effect of uncertainties related to the COVID-19 pandemic on U.S. and global markets, Zendesk’s or Momentive’s respective business, operations, revenue, cash flow, operating expenses, hiring, demand for their respective solutions, sales cycles, customer retention, and their respective customers’ businesses and industries; risks that the Transaction disrupts Momentive’s or Zendesk’s current plans and operations; the failure to realize anticipated synergies and other anticipated benefits of the Transaction when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the effect of the announcement of the Transaction on the ability of Momentive or Zendesk to retain and hire key personnel; the diversion of the attention of the respective management teams of Momentive and Zendesk from their respective ongoing business operations; and risks relating to the market value of Zendesk’s common stock to be issued in the Transaction. Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in Zendesk’s and Momentive’s publicly filed documents, including Momentive’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, and Zendesk’s Quarterly Report on Form 10-Q for the period ended September 30, 2021. Zendesk and Momentive caution that the foregoing list of important factors is not complete and do not undertake to update any forward-looking statements that either party may make, except as required by applicable law. AdditionalInformationandWheretoFindIt In connection with the Transaction, Zendesk filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration statement”) that includes a joint proxy statement of Zendesk and Momentive and that also constitutes a prospectus of Zendesk with respect to shares of Zendesk’s common stock to be issued in the Transaction (the “joint proxy statement/prospectus”). The registration statement was declared effective on January 7, 2022 and the definitive joint proxy statement/prospectus is first being mailed to Zendesk stockholders and Momentive stockholders on or about January 10, 2022. Each of Zendesk and Momentive may also file other relevant documents regarding the Transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF ZENDESK AND MOMENTIVE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MOMENTIVE, ZENDESK AND THE TRANSACTION. Investors and security holders may obtain free copies of the joint proxy statement/prospectus and other documents that are filed or will be filed with the SEC by Zendesk or Momentive through the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by Zendesk will be available free of charge by accessing Zendesk’s investor relations website at investor.zendesk.com or upon written request to Zendesk at 989 Market Street, San Francisco, California 94103. Copies of the documents filed with the SEC by Momentive will be available free of charge by accessing Momentive’s investor relations website at investor.momentive.ai or upon written request to Momentive at One Curiosity Way, San Mateo, California 94403. NoOfferorSolicitation This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Momentive | 2
01 Executive Summary 02 Momentive’s Transformational Journey 03 Deep Strategic Rationale 04 Compelling Value for Momentive Shareholders 05 Rigorous Process Led by Independent Board 06 Appendix Momentive | 3
01 | Executive Summary
01 | Executive Summary Proposed transaction with Zendesk delivers compelling value to Momentive shareholders • Over the past five years, Momentive has moved upmarket, increasing the breadth and depth of our software solutions to serve the world’s most discerning customers Momentive is on a • Our sales-led GTM channel has scaled rapidly to a $150M run rate (5x increase in three years) and more transformational journey - than 10,500 customers Zendesk accelerates and • We are early on the journey: ~1/3 of total revenue is driven by our sales-assisted GTM, ~2/3 of total revenue is US-based, and 94% of sales customers use just one of our product lines today strengthens our strategy • Zendesk has successfully navigated a similar transformation – a combination immediately accelerates and strengthens our strategy, while de-risking standalone company execution • Businesses need an integrated solution to better understand their customers. The opportunity is 1 significant, with a $165B+ TAM • First-party data from Zendesk and Momentive are uniquely suited to deliver a highly-differentiated Combining with Zendesk customer intelligence platform that no other software vendor currently provides is a unique opportunity • The combined company will operate at greater scale ($4.6B FY25 Revenue), with faster growth (27% with deep strategic logic revenue CAGR FY21-25), and higher profitability (14-16% Non-GAAP Operating Margin in FY25) • Conservative initial revenue synergy projections based on cross-selling existing products at existing prices to existing customers; potential significant additional upside from new products, pricing, packaging 1 Estimated TAM by 2025. Momentive | 5
01 | Executive Summary Proposed transaction with Zendesk delivers compelling value to Momentive shareholders • Transaction structure provides continued upside participation for Momentive shareholders, who will own ~22% of combined company Compelling financial value • Exchange ratio of 0.225 represents a 30%+ premium to one-month, three-month, and one-year unaffected historical exchange ratios proposition with • Market-consistent FV/NTM Revenue multiple of 8.6x (announcement) and 6.7x (recent trading) significant upside for • Market-consistent premium: 41% premium to 30-day unaffected VWAP; 29% premium to current price Momentive shareholders 1 • Intrinsic value of consideration above $35/share to Momentive shareholders, a 22% premium to the 1 intrinsic value of Momentive as a standalone company • Process actively led by highly qualified, independent Board of Directors, advised by leading, independent financial and legal firms Result of a rigorous • Robust and deliberate staged strategic review process over many months, designed to maximize shareholder value - 18 parties engaged (9 strategic, 9 sponsors), 14 NDAs signed, three bids received process led by a highly- qualified, independent • Three bids highly negotiated with multiple price increases from multiple bidders Board of Directors • Board of Directors unanimous in support of Zendesk transaction – the highest price with the highest 1 intrinsic value for Momentive shareholders • No competing proposals have been received since the transaction was announced 1 Intrinsic value represents discounted cash flow value prepared by Momentive’s independent financial advisors in connection with the Momentive Board of Directors’ approval of the transaction. Please refer to the Company's proxy statements on file with the SEC for important information on the financial projections and risks considered by the Board of Directors, and the financial analysis used by Momentive’s financial Momentive | 6 advisors.
02 | Momentive’s Transformational Journey
02 | Momentive’s Transformational Journey Momentive gives businesses the power to shape what’s next Powerful Products, Easy to Use Massive Scale Enterprise-Grade platform, purpose-built use cases – Platform Usage, Data Scale designed to scale with our customers and Velocity External Customers Internal Customers Potential 19M+ 25M+ Customers Customer Employee Active Questions Market Insights Users Answered Daily Experience Experience Solutions Solutions Solutions 55B 9M+ Questions Daily ML/AI Answered Predictions Enterprise-Grade Platform Signal Collection, ML/AI Analytics and Insights Engine Data as of Q3’21. See appendix for detailed definitions. Momentive | 8
02 | Momentive’s Transformational Journey Transforming into a proven, enterprise- grade platform at scale Transforming at Scale: Early Days, Compelling World-Class Customer Base Results in Sales-Assisted GTM $460M 345,000+ $150M Revenue Run Rate Organizational Sales-Assisted +20% MRQ Growth Customers Natural tailwind to total Revenue Run Rate company growth rate +37% MRQ Growth over time as high growth sales-assisted channel 119% 107% becomes larger portion Multi-Seat Organizational of revenue mix Products NRR Customer NRR 10,500+ Sales-Assisted Customers 95% of Fortune 500 Data as of Q3’21. See appendix for detailed definitions. Momentive | 9
02 | Momentive’s Transformational Journey Executing on upmarket strategy Transformation at scale Product & brand milestones Today Sales-assisted GTM reaches $150M revenue run rate; 2021 | Re-branded as Momentive to growing 37% Y/Y better reflect capabilities of product portfolio GTM transformation begins 2020 | Launched first set of market insights solutions and integrated CX 3 years ago Began scaling sales-assisted GTM motion; platform ~$30M revenue run rate 2019 | Expanded deeper into customer experience with two acquisitions Product transformation begins 2017 - 2018 | Enterprise-grade platform 5 years ago investment — deeper solutions and Began investments in enterprise-grade product functionality for most use cases Today data as of Q3’21; 3 Years Ago data as of Q3'18 . See appendix for detailed definitions. Momentive | 10
02 | Momentive’s Transformational Journey The world’s top companies rely on Momentive Momentive | 11
02 | Momentive’s Transformational Journey Momentive solves relevant, valuable problems across an organization Internal Customers Prospective Customers External Customers CUSTOMER EXPERIENCE SOLUTIONS EMPLOYEE EXPERIENCE SOLUTIONS MARKET INSIGHTS SOLUTIONS Concept Testing Overall Customer Experience Employee Engagement Usage and Attitudes CUSTOMER E-Commerce Optimization Team Productivity CHALLENGE Market Segmentation and Pricing Product and Services Feedback Diversity, Equity, and Inclusion EXAMPLES Brand / Campaign Effectiveness Stakeholder Satisfaction Compliance Tracking Brand, Industry, Cohort Tracking Win / Loss Analysis Return to Office / Work k More Informed, Better Decisions Improved Customer Relationships Increased Productivity THE VALUE WE Product and Service Adoption Customer Retention Employee Engagement DELIVER Customer Lifetime Value Employee Retention Brand Awareness / Perception Satisfaction (CSAT) Demand / Sales Pipeline New Hire Conversion Rate Net Promoter Score (NPS) Workplace Inclusion New Opportunity Identification Momentive | 12
02 | Momentive’s Transformational Journey Multibillion-dollar opportunity within established addressable markets $30B+ $81B+ Massive existing market being disrupted by digital transformation $26B+ Billions of spend remains in legacy services firms and outdated solutions $25B+ VOICE OF VOICE OF MARKET MOMENTIVE CUSTOMER EMPLOYEES RESEARCH Surveys + Voice of Customer: IDC WW Customer Intelligence & Analytics Applications Software Forecast, 2021-2025. Voice of Employee: IDC Worldwide and U.S. Employee Experience Software and Services Forecast, 2021-2025. Momentive | 13 Market Research + Insights: internal Zendesk and Momentive estimates.
02 | Momentive’s Transformational Journey We have a winning value proposition–our software resonates with companies of all sizes Value Proposition Experience Management Landscape • Enterprise grade • Powerful, yet easy to use • Fast time-to-value Complex Easy-to-Use Rigid Flexible • Actionable AI/ML-driven insights Services dependent Services optional Momentive | 14
02 | Momentive’s Transformational Journey World-class product-led growth motion seeds sales-led GTM channel SALES-ASSISTED GTM PRODUCT-LED GROWTH GTM Proven Expansion Vectors – Early in Journey Massive, High-Quality Customer Base PRODUCT-LED GROWTH Organizational CONVERSION TO SALES- 345,000+ Customers ASSISTED RELATIONSHIP From enterprises with > 1,000 40k+ employees 4x 1 5 >10 Average uplift in account Paid users on a Teams plan 1 in 3 x x x value when a customer Average customer size of Average customer size of converts from product-led Average customer size two products vs. one three products vs. one growth to sales-assisted with one product product product Organizational customer 107% net retention rate Sales-assisted Multi-seat product net % % customers with one 119 retention rate 94 product today Data as of Q3’21. “Teams Plan” refers to SurveyMonkey Teams, a multi-user annual plan, primarily used by small groups, collaborating on feedback management. Momentive | 15 See appendix for detailed definitions.
02 | Momentive’s Transformational Journey Combining with Zendesk accelerates and strengthens our strategy MOMENTIVE STRATEGIC FOCUS Deep and seamless product interoperability Integrate platform with leading Integrated with various key platforms – yields highly differentiated platform systems of action focus on depth going forward Established upmarket traction with 37% of Reposition brand for enterprise Rebranded company to Momentive in ARR from $250k+ customers credibility and awareness June 2021 – building awareness 122% net expansion rate; significant multi- Expand existing customer Early on expansion journey – 94% of sales product traction with Zendesk Suite relationships (upsell, cross-sell) customers use only one product today 6x larger sales organization and advanced Scale sales-assisted GTM model Sales GTM represents ~1/3 total revenue within existing geographies maturity relative to Momentive today – prudently expanding sales capacity Established global presence with ~50% of Expand sales-led GTM model to Emerging in EMEA; limited in APAC and new geographies and channels revenue and ~50% of sales team outside U.S. LATAM; no material channel partners Momentive | 16
03 | Deep Strategic Rationale
03 | Deep Strategic Rationale Combined company: Driving shareholder value through stronger competitive differentiation, operating at greater scale 01. 02. Stronger Competitive Differentiation Greater Scale 1 Businesses need an integrated solution to Combined company addresses a $165B TAM , better understand their customers. with wider global reach, and 450k+ customer relationships for cross-sell/expansion. Zendesk and Momentive are uniquely suited to deliver a highly-differentiated platform The result: Larger revenue base, faster growth, that no other software vendor can provide. and higher profitability. 1 Estimated TAM by 2025. Momentive | 18
03 | Deep Strategic Rationale Combining Zendesk’s customer service platform with Momentive’s first-party data unlocks new, actionable insights for customers 01. Stronger Combined company will enable businesses Competitive to better understand and act on insights across the customer journey Differentiation • Personalized marketing for better customer engagement • Inform sales how and when to reach out to prospects and customers Customer Interactions & Data Customer Experience Insights • Frictionless, proactive customer support Workflow Management Market Insights • More successful products and services x = innovation incorporating customer feedback Omnichannel Integrations Analytics & Reporting Analytics & Reporting Survey Platform Result: Businesses win new customers while deepening existing customer relationships Momentive | 19
03 | Deep Strategic Rationale Combined company uniquely positioned to fill a valuable customer need Customer sentiment data is crucial for 01. obtaining deeper customer understanding 01. Stronger Deeper customer understanding means 02. Competitive All-in combined company can further Differentiation Platform differentiate in the marketplace by offering Strategy businesses greater insights into the mind of Customer customers Intelligence Strategy Potent data set of interactions, user 03. activity, and now sentiment elevates combined company to become a primary Low-Cost customer platform and creates significant Strategy optionality for future opportunities (e.g., marketing, analytics, etc.) Momentive | 20
03 | Deep Strategic Rationale Zendesk and Momentive customers have persistent challenges that this combination will address CUSTOMER NEED BUSINESS VALUE CUSTOMER TYPE 01. Stronger Existing Zendesk Identify Net Promoters; Close loop by collecting customer adopts detect early warnings, collect post-interaction feedback Competitive Momentive actionable feedback Differentiation Existing Momentive Connect feedback to Follow up on negative feedback customer adopts specific users – and act and connect customer record Zendesk on it with sentiment data Use consolidated data for Improve marketing efficiency, Existing Momentive + personalized engagement sales productivity, and Zendesk customer across customer lifecycle customer satisfaction Momentive | 21
03 | Deep Strategic Rationale Customers see the logic and enhanced value of combining Momentive and Zendesk Eric S. Yuan Ryan King 01. Founder, CEO Founder, CTO “Customer intelligence is key to remaining competitive and “Both Momentive and Zendesk have scaled with Chime since our Stronger early days and helped us stay close to customers at every stage keeping customers happy. Businesses need as close to a real- of our journey. Now, their combination will help us connect the Competitive time pulse on customer sentiment as possible, and Zendesk’s dots between customer sentiment and interactions so we can acquisition of Momentive paves the way for a new offering that Differentiation take fast action to improve the experience we offer — and turn businesses need. There will be benefits across customer service, casual customers into lifetime Chime members.” sales, IT, and marketing, driving real change. I am looking forward to seeing Zendesk and Momentive move forward together.” Hayden Brown Dara Khosrowshahi Founder, CEO CEO “Our customer success infrastructure is increasingly reliant on “No one is better positioned than Zendesk and Momentive to two companies: Zendesk and Momentive. I can’t wait to see the help us understand the customer we have today and the innovation that comes out of this combination.” customers we want to have tomorrow.” Momentive | 22
03 | Deep Strategic Rationale Industry analysts recognize the strategic merit of a combination as well 01. Deeper, Actionable Customer Insights Complementary Product Portfolios Stronger “Customer service is a key driver of customer experience, but “Zendesk can now combine feedback tools with digital channels, technology silos often stand in the way of effective collaboration which allows immediate identification of friction points. Businesses Competitive across CX and customer-facing teams…[The deal] has the potential that can effectively build feedback systems will be positioned to Differentiation to help users of both platforms break through this divide and intervene during moments of friction, helping to improve CX and provide deeper insights for improved customer experience. Bringing customer retention.” customer relationship management (CRM) and customer feedback together is in line with Forrester’s consistent guidance that Harnessing the Power of Data companies need to leverage both structured and unstructured “The combined company should have more opportunities to cross- feedback to deliver actionable insights for business leaders.” sell and upsell as customers seek to rationalize their stacks of revenue subscriptions. Robust Customer Intelligence Platform Additionally, the acquisition gives Zendesk an onramp to the “This acquisition will likely benefit customers of both Momentive nascent but burgeoning 'voice of the customer' and 'customer and Zendesk in the near term. Zendesk customers should see success' markets. Harnessing the power of data is essential for opportunities to bring in more customer feedback for coaching and businesses as they seek to capitalize on improvements to customer deeper customer understanding. Momentive customers with experience.” Zendesk should be able to connect survey data with other customer data and enhance their programs.” Momentive | 23
03 | Deep Strategic Rationale Combined company operates at greater scale, with faster growth, and higher profitability 02. EXPANDED TAM ~$81+ Billion TAM ~$165 Billion TAM Greater Scale ~$1.8B 2021E ~$4.6B 2025E 1 GREATER REVENUE SCALE ~$460M Revenue Run Rate Revenue Revenue ~36% of Revenue from ~46% of Revenue from GLOBALLY DIVERSIFIED 1 1 Outside the United States Outside the United States 1 FASTER GROWTH 20% Y/Y Growth 27% Y/Y 2021-2025 CAGR 14-16% 2025E Non-GAAP 2% Non-GAAP Operating HIGHER PROFITABILITY 2 Operating Margin Margin Note: Zendesk + Momentive combined based on Zendesk management projections. 1 Represents quarter ended September 30, 2021. 2 Represents Momentive management projections. Please refer to the Company's proxy statements on file with the SEC for more information on the Momentive | 24 financial projections and risks considered by the Board of Directors in approving the transaction.
03 | Deep Strategic Rationale Three waves of highly-achievable revenue synergies with strong upside potential 02. PROJECTED REVENUE SYNERGIES Greater Current revenue synergies reflect CUSTOMER INTELLIGENCE Scale only Sales-Led growth for 2023: ~$55M existing products PRODUCT-LED GROWTH 2024: ~$150M 2025: ~$275M SALES-LED GROWTH 2022 2023 2024 2025 Momentive | 25
03 | Deep Strategic Rationale Synergy upside potential from new product introductions and evolution to customer intelligence 02. • Combined capabilities will unlock opportunities for new product development, Greater leading to new revenue streams PRODUCT-LED Scale Product-led growth and customer • Compelling pricing and packaging that GROWTH intelligence platform not included increases adoption rates and average deal size, similar to Zendesk Suite in disclosed synergies Material revenue synergy upside • Differentiated customer intelligence potential above conservative platform makes combined product sales-led synergies previously offering more valuable CUSTOMER INTELLIGENCE disclosed • Leads to increased demand, higher win PLATFORM rates, higher average deal sizes and customer retention Momentive | 26
03 | Deep Strategic Rationale Strong ability to execute at greater scale as a combined company Momentive is joining Zendesk at an Although at different stages, we share key similarities that de-risk 02. exciting time – Zendesk’s strong execution as a combined company execution evident in results Greater • Both develop powerful, easy-to-use products that scale w/customers • Accelerating growth at $1B+ scale – PRODUCT Scale • Zendesk more mature in bundling offerings; driver of revenue 32% Y/Y STRATEGY synergies as Momentive products are cross-sold into base • Enterprise credibility with 37% of ARR from $250k+ Customers • Both leverage a hybrid GTM model with product-led growth and sales- GO-TO- assisted channels • Multi-product adoption with 85% of MARKET • Enables seamless cross-sell opportunities into each others’ base new ARR via Suite • Best-in-class dollar-based net • Zendesk has successfully navigated the upmarket journey that UPMARKET Momentive is currently pursuing retention of 122% JOURNEY • Zendesk has established an enterprise-credible brand • Strong profitability with increasing free cash flow generation • Similar cultures and focus on developing exceptional talent to deliver for customers CULTURE • Integration planning is in full stride with significant progress made Zendesk metrics represent quarter ended September 30, 2021. Momentive | 27
04 | Compelling Value for Momentive Shareholders
04 | Compelling Value for Momentive Shareholders Favorable exchange ratio delivers value and upside participation to Momentive shareholders Favorable exchange ratio negotiated, 0.225x Transaction exchange ratio: 0.225x 01. representing 30%+ premium to 0.200x unaffected one-month, six-month, and one-year historical exchange ratio 0.175x of Momentive and Zendesk 0.150x Momentive shareholders will own ~22% 02. 0.125x of combined company, providing an opportunity to participate in upside of Momentive / Zendesk 0.100x larger, faster-growing, higher margin Historical Exchange Ratio company 0.075x 0.050x Oct-20 Dec-20 Mar-21 May-21 Aug-21 Oct-21 Source: FactSet. Note: Based on unaffected historical exchange ratio of Momentive and Zendesk over the last year preceding Momentive | 29 10/6/21.
04 | Compelling Value for Momentive Shareholders Transaction multiple consistent with precedent software M&A transactions Transaction Firm Value / NTM Revenue Transaction multiple at 1 Announcement: 8.6x Transaction multiple as of 1 1/31/22: 6.7x Source: Public filings, press releases; Wall Street research. Note: Momentive implied transaction FV/NTM revenue multiples based on Street consensus estimated revenue. 1 Momentive | 30 Based on implied consideration value based on Zendesk share price on 10/27/21 at signing and 1/31/22.
04 | Compelling Value for Momentive Shareholders 41% premium to unaffected trading level and 29% premium to current price Momentive Share Price $30.00 $27.60/Share 41% Premium Implied Consideration Over 30-Day 1 2 at Announcement Unaffected VWAP $25.00 $22.16/Share 29% Premium Implied Consideration Over Current 1 at 1/31/2022 Trading 1/31/2022 $20.00 $17.13/Share Current Trading Unaffected 1/31/2022 Date $15.00 $10.00 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Source: FactSet as of 1/31/22. 1 Based on the transaction exchange ratio of 0.225 and Zendesk’s share price on 10/27/21 at signing and 1/31/22. 2 Based on Momentive stock price preceding 10/6/21, prior to press. publications regarding potential activist and transaction rumors. Momentive | 31
04 | Compelling Value for Momentive Shareholders Consideration premium in-line with precedent technology M&A transactions Global Technology Premiums Paid – Past 5 Years 41% Premium 41% Over 30-Day 1 Unaffected VWAP 33% 31% 1 29% Premium 28% Over Current 23% Trading 1/31/2022 19% 15% 9% 3rd 1st 3rd 1st Median Mean Median Mean Quartile Quartile Quartile Quartile 1 Day Premium 1 Month Premium Source: Dealogic. Note: Includes global technology M&A deals >$1bn from 2017 – Q3 2021 (136 deals). 1 Implied transaction premiums based on implied consideration value based on Zendesk share price on 10/27/21 at signing and 1/31/22. Premium compared to Momentive’s 30-day VWAP preceding 10/6/21, prior to press publications regarding potential activist and transaction rumors. Momentive | 32
04 | Compelling Value for Momentive Shareholders Meaningful value embedded for Momentive shareholders in Zendesk stock consideration Broker price targets for Zendesk, post Momentive transaction announcement¹ $193 2 $153 ~42% Upside $150 $150 $145 $140 $140 Consensus vs. Current $120 Zendesk Trading $115 $115 $112 $110 $110 Zendesk - $98.51 Current Trading 1/31/2022 Source: Wall Street research. 1 2 Note: Excludes restricted brokers. FactSet as of 1/31/22; Represents premium implied by median of analyst price targets ($140) for ZEN as of 1/31/22. Momentive | 33
04 | Compelling Value for Momentive Shareholders Significant value upside based on strength of combined company operating profile 20% - 35% SaaS growers 25.0x 20.0x + 15.0x 27% ‘21-’25E CAGR 10.0x 5.0x 0.0x 20% 25% 30% 35% 2022E Revenue Growth Source: FactSet as of 1/31/22. Note: ZEN standalone figures based on Street consensus estimates; MNTV and ZEN PF based on ZEN management projections; 20-35% SaaS growers include: ALKT, AVDX, AVLR, BASE, BIGC, BLZE, COUP, CRM, DH, DOCN, DOCU, DT, DV, ESMT, ESTC, ETWO, EVBG, EVCM, EXFY, FIVN, FROG, FRSH, HCP, HUBS, IAS, INTUBL, IOT, JAMF, KNBE, KXS, LAW, NCNO, NOW, OLO, PANW, PATH, PAYC, PCOR, PCTY, PD, PLAN, PLTR, RNG, RPD, SEMR, SHOP, SMAR, SMWB, SPT, TEAM, TWLO, USER, VRNS, VTEX, WEAV, WK, XM, XRO-AU, and ZI. Momentive | 34 FV / CY22E Revenue
04 | Compelling Value for Momentive Shareholders Transaction offers superior shareholder value versus standalone path Based on midpoint of discounted cash flow (DCF) valuation – $ per share Intrinsic value of transaction 01. 22% Premium consideration exceeds $35/share for 22% Premium Momentive shareholders Transaction consideration represents a 02. $25.25–$36.25 22% premium to the midpoint of $24.25–$33.75 Momentive’s standalone intrinsic value and is above the high end of $37.45 $35.50 Momentive’s standalone valuation $30.71 ranges $29.00 Momentive shareholders are being 03. Standalone Intrinsic value of Standalone Intrinsic value of fully compensated for standalone consideration consideration execution with additional upside potential Note: Intrinsic value represents discounted cash flow value prepared by Momentive’s independent financial advisors in connection with the Momentive Board of Directors’ approval of the transaction. Please refer to the Company's proxy statements on file with the SEC for important information on the financial projections and risks considered by the Board of Directors, and the financial analysis used by Momentive’s financial advisors. Momentive | 35
05 | Rigorous Process Led by Independent Board
05 | Rigorous Process Led by Independent Board of Directors Process Overview 03. 04. 01. 02. Three parties submitted Board unanimously Process led by highly- Thorough, staged process written proposals. supportive of Zendesk qualified, independent over many months with Extensively negotiated transaction: The highest Board of Directors for the 18 parties contacted, terms with multiple bid bid with the highest benefit of Momentive designed to maximize increases from multiple intrinsic value shareholders shareholder value parties, resulting in attractive premium Momentive | 37
05 | Rigorous Process Led by Independent Board of Directors World-class, independent Board of Directors focused on delivering shareholder value David Ebersman Dana Evan Erika James Susan Decker Ryan Finley Chair, Momentive; CEO and Audit Committee Chair, Dean, Wharton School at the CEO and Co-Founder, Raftr Founder, SurveyMonkey Co-Founder, Lyra Health Momentive University of Pennsylvania • Board Member of Castlight Health • Current Board Member of Box, Domo, • Founded SurveyMonkey in ‘99; scaled • Recently elected to serve as Morgan • Board Member of Berkshire Hathaway Farfetch; Former Board Member of business as executive and Board Stanley Board Member Corporation, Chime, Costco Wholesale • CFO of Facebook (‘09-’14), including Proofpoint, Fusion-IO, Everyday member over past 20+ years Corporation, Automattic, Vail Resorts, IPO • Dean of Emory University’s Goizueta Health, Omniture, Criteo and Vox Media • Pioneer and thought leader in online Business School (‘14-’20) • CFO and various leadership positions • CFO of Verisign (‘96-’07), including IPO surveys category and product-led • President, CFO of Yahoo! (‘00-’09) at Genentech (‘94-’09), including sale • Leading expert on crisis leadership, growth to Roche • Partner, Icon Ventures (‘13’-’20) workplace diversity, and strategy • Equity Research at Donaldson, Lufkin & Jenrette (‘86-’00) • NACD Director of Year (’19) T S F M P B I T S F M P B I T S F M P B I T S B I S F B I Sheryl Sandberg Benjamin Spero Brad Smith Serena Williams Zander Lurie Chief Operating Officer, Managing Director, President, Marshall Founder, Serena Ventures CEO, Momentive Facebook Spectrum Equity University • Board Member of Facebook; Former • Current Board member of Headspace, • CEO of Intuit (‘08-’19) and Executive • Board Member of Poshmark • CEO of Momentive since ‘16; Board Board Member at Walt Disney Lucid Software, AllTrails, and various Chairman (‘19-’22) member since ‘09 • Accomplished entrepreneur and Corporation and Starbucks other private companies • Current Chairman of Board at founder of Serena Ventures, focused • Board Member of GoPro since ‘16 and • Senior Executive at Google (’01-’08) • Former public co. Board Member at Nordstrom and Board member at on investing in companies that former SVP Entertainment Ancestry.com and GrubHub Intuit embrace diverse leadership, individual • Chief of Staff for US Treasury • SVP of Strategic Development at CBS empowerment, and opportunity Department under President Clinton • Prior to joining Spectrum, consultant • Co-Founder of the Wing 2 Wing Corporation; CFO of CNET at Bain & Company and entrepreneur Foundation • Iconic athlete and philanthropist • Bestselling author T S F M P B I T S F M B I T S F M P B I S M B I T S F M P B T Tech Sector Expertise S Strategy/Brand Expertise F Financial Expertise M P B I M&A/Investment Expertise Public Co. C-Suite Expertise Experienced Board Member Independent Momentive | 38
05 | Rigorous Process Led by Independent Board of Directors Fully-independent strategic committee of highly experienced executives Susan Decker T S F M P B I Board of Directors formed a three-person strategic committee to Chair, Strategic Committee 01. lead a thorough process to evaluate strategic alternatives and Relevant Experience Highlights: form recommendations for the full Board of Directors • Berkshire Hathaway, Audit Committee Chair (‘20-Present) • Costco Wholesale, Audit Committee (‘10- Present); Intel, Audit Comm. Chair (‘09-’12) • Yahoo! Inc, President & CFO (‘00-’09) Committee comprised of fully-independent, seasoned senior 02. • Donaldson Lufkin & Jenrette, Research Analyst & Director of Research (‘86-’00) executives with extensive board service, financial, and M&A experience David Ebersman T S F M P B I Committee engaged two, leading objective financial advisors Strategic Committee Member 03. (Allen & Co. and J.P. Morgan) with deep knowledge and expertise Relevant Experience Highlights: of Momentive and technology M&A, along with Wilson Sonsini as • Chair, Momentive Board of Directors • Board Member of Castlight Health (‘12-Present), Ironwood Pharma (‘09-’15) outside legal counsel • CFO of Facebook (‘09-’14) • CFO of Genentech (‘94-’09) Committee deeply engaged and actively-led strategic process, 04. meeting more than 20 times between committee formation and transaction announcement, and consulted regularly with Brad Smith T S F M P B I Strategic Committee Member Momentive’s independent advisors and the full Board of Directors Relevant Experience Highlights: • Intuit, CEO (‘08-’18) and Executive Chairman (‘19-’22) • Nordstrom Inc, Audit Committee Chair (‘15-’18) Tech Sector Expertise Financial Expertise I T S Strategy/Brand Expertise F Independent • Yahoo! Inc, Audit Committee (‘11-’12) M P Public Co. C-Suite Expertise B Experienced Board Member M&A/Investment Expertise Momentive | 39
05 | Rigorous Process Led by Independent Board of Directors Robust, deliberate process over many months designed to maximize shareholder value Multiple Bid Zero Proposals 18 Parties 14 NDAs 3 Bids Received Since Transaction Increases Contacted High Level of Competitive Auction, Announcement Engagement Multiple Bidders 9 Strategic + 9 Sponsors Highly Negotiated March – July September October August • Unsolicited inbound • Receive non-binding proposal • Conduct management meetings with • Market speculation of potential strategic inquiries to Momentive from Party A interested parties under NDA review • Momentive indicates • Momentive Board establishes • Provide access to a virtual data room to • Inbound interest and engagement with willingness to consider Strategic Committee share operational and financial due additional counterparties. Continue due acquisition proposal diligence information regarding diligence with interested parties • Momentive Board retains Momentive • NDA signed with Party A financial and legal advisors • Receive revised proposals from 2 parties after • Engage in follow-up discussions and extensive negotiations • Commence outreach to meetings at the request of counterparties potential strategic and financial • Complete extensive reverse due diligence on sponsor counterparties, • Consider additional inbound inquiries Zendesk business and synergies including Zendesk • Receive written proposals from 3 parties • Entered exclusivity with Zendesk and negotiated definitive transaction agreements • Unanimous Board approval for Zendesk transaction; execute merger agreement Momentive | 40
05 | Rigorous Process Led by Independent Board of Directors Zendesk: The value-maximizing bid with fewest contingencies after months of rigorous negotiation ZENDESK | Proposal Assessment PARTY A | Proposal Assessment PARTY D | Proposal Assessment $30-33 $28.00 $27.00 Additional value $27.25 $27.00 $24-26 upside – 22% O/S in $26.00 combined company $26.00 Bid 1 Bid 2 Bid 3 Bid 1 Bid 2 Bid 3 Bid 4 Bid 1 • Highest offer received – nominal and intrinsic • Not the highest bidder; no upside in offer • Not the highest bidder; no upside in offer • Intrinsic value of $35+/share – significant premium • Bidding pattern and track record of negotiations led • Did not submit subsequent proposal after initial bid to all other bids and stand-alone company valuation to lack of confidence in closing and/or maintaining • Additional, fundamental business due diligence • Structure provides continued upside and creates stated valuation required value for Momentive shareholders • After months of due diligence, bid qualified by • Financing not fully committed at the time of • Multiple bid increase during process requirement for additional, fundamental business proposal – equity financing sources not secured due diligence (rather than standard confirmatory) • Rigorous reverse diligence highlighted momentum in Zendesk business and synergy potential • Financing not fully committed at the time of the last proposal Momentive | 41
Momentive Metrics Definitions Active User Organizational Customer We define an active user as someone who has registered an account with us or logged in to their As of September 30, 2021, over 90% of our trailing 12-month bookings were from organizational account in the last year. domain-based customers, which are customers who register with us using an email account with an organizational domain name, such as @momentive.ai, but excludes customers with email Average Uplift From Converting a Product-Led Growth Customer to a Sales Customer addresses hosted on widely used domains such as @gmail, @outlook or @yahoo. The analysis is based on quarterly revenue data from the Surveys product and calculated on a per domain basis. Data is filtered to only include domains that had self-serve revenue in the four Organizational Customer Dollar-Based Net Retention Rate (NRR) quarters preceding the sales deal and domains with sales revenue over the following four quarters As of September 30, 2021, over 90% of our trailing 12-month bookings were from organizational greater than or equal to $5,000. We calculate this metric as of a period end for the entire cohort domain-based customers, which are customers who register with us using an email account with based on the sum of the self-serve and sales revenue for the four quarters inclusive of the quarter an organizational domain name, such as @momentive.ai, but excludes customers with email of when the sales deal closes for each sales customer divided by the last four quarters of revenue addresses hosted on widely used domains such as @gmail, @outlook or @yahoo. We calculate from the self-serve business preceding the quarter when the sales deal closed. bookings as the sum of the monthly and annual contract values for contracts sold during a period for our monthly and annual customers, respectively. We calculate organizational dollar-based net Bookings retention rate as of a period end by starting with the trailing 12 months of bookings from the We calculate bookings as the sum of the monthly and annual contract values for contracts sold cohort of all organizational domain-based customers as of the 12 months prior to such period end during a period for our monthly and annual customers, respectively. (“Prior Period Bookings”). We then calculate the trailing 12 months of bookings from these same customers as of the current period end (“Current Period Bookings”). Current Period Bookings Most Recent Quarter (MRQ) Growth includes any upsells and is net of contraction or attrition, but excludes bookings from new Year-over-year revenue growth in the most recently reported fiscal quarter. domain-based customers in the current period. We then divide the total Current Period Bookings by the total Prior Period Bookings to arrive at the organizational dollar-based net retention rate. Multi-Seat Products Dollar-Based Net Retention Rate (NRR) We calculate Multi-Seat Products NRR as of a period end by starting with the trailing 12 months of Percentage of Sales Customers with One, Two, or Three Products bookings from the cohort of all organizational domain-based customers as of the 12 months prior A sales customer, being a customer sold through our sales team, is defined as having one product to such period end (“Prior Period Bookings”). We then calculate the trailing 12 months of bookings if the trailing 12-month bookings within a particular Product Line (Surveys, Customer Experience, from these same customers as of the current period end (“Current Period Bookings”). Current Market Research, Apply / Techvalidate / Engage) is greater than $0. The same methodology is Period Bookings includes any upsells and is net of contraction or attrition, but excludes bookings applied to determine customers with two products, three products, and four products. We from new domain-based customers in the current period. Prior Period Bookings and Current calculate the total number of customers which satisfy each respective product count cohort and Period Bookings are calculated excluding bookings from our Market Research self-serve products, divide that figure by the total sales customers across all cohorts to arrive at a percentage of sales and excluding bookings from organizational domain-based customers with individual user customers with one, two, three, or four products. products (individual annual and monthly single user plans) where the individual user product was the only product within an organizational domain or where it didn’t result in a downgrade or Paid User upgrade. We then divide the total Current Period Bookings by the total Prior Period Bookings to An individual customer of our survey platform or form-based application, a seat within a arrive at the Multi-Seat Products dollar-based net retention rate. SurveyMonkey Enterprise deployment or a subscription to one of our purpose-built solutions. One person would count as multiple paying users if the person had more than one paid license at the Number of Products (In the Context of a Customer) end of the period. For example, if an individual paying user also had a designated seat in a Customer is defined as having one product if the trailing 12-month bookings within a particular SurveyMonkey Enterprise deployment, we would count that person as two paying users. Product Line (Surveys, Customer Experience, Market Research, Apply / Techvalidate / Engage) is greater than $0. The same methodology is applied to determine customers with two products, Sales Customer three products, and four products. Customers sold through our sales team. Revenue Run Rate Most recently reported quarter revenue, multiplied by four. Momentive | 42