MRDB

• The delisting follows the compulsory acquisition of shares from non-assenting shareholders by Meridian BidCo LLC, an affiliate of K1 Investment Management, on August 26, 2024.
• The last day of trading for MariaDB shares and warrants on the NYSE is expected to be on or about August 23, 2024.
• MariaDB requested the NYSE to file Form 25 with the SEC to remove the securities from listing and registration.
• The company intends to file Form 15 to suspend its reporting obligations under the Exchange Act.

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

• BidCo received valid acceptances for 61,263,283 MariaDB shares, representing 88.70% of issued share capital as of July 22, 2024.
• Cash consideration for valid acceptances was settled on July 25, 2024.
• BidCo intends to use compulsory acquisition provisions under Irish law to acquire remaining shares from non-assenting shareholders on the same terms.
• Compulsory acquisition notices will be sent to non-assenting shareholders, with acquisition after 30 days unless the Irish High Court orders otherwise.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The company does not intend to appoint a replacement Chief Restructuring Officer.
• On May 30, 2024, MariaDB USA, Inc. and CEO Paul O'Brien entered into Amendment No.1 to his employment agreement, effective May 26, 2024.
• Under the amendment, O'Brien's employment is no longer for a defined term and continues on an at-will basis.
• No other material terms of O'Brien's employment agreement, including base salary, target bonus, and severance benefits, were amended.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Annual Recurring Revenue (ARR) increased 11.9% year-over-year.
• Adjusted EBITDA loss improved 97% to $378 thousand from a $12.6 million loss in the prior year quarter.
• Net loss was $3.5 million, an improvement of $8.4 million from a net loss of $11.9 million in the prior period.
• The results are available in the Form 10-Q filed with the SEC and on MariaDB's investor relations website.

2.02 Results of Operations and Financial Condition

• Their resignations were not due to any disagreement with the Company or its operations, policies, or practices.
• George Mansour and Jordan Wappler, designees of K1 affiliate Meridian Topco LLC, were appointed to the Board as Class I and II directors, respectively, on April 24, 2024.
• Mansour's term ends at the 2026 annual general meeting; Wappler's term ends at the 2024 annual general meeting.
• The Board deferred director compensation payments or equity grants for Mansour and Wappler under the Non-Employee Director Compensation Program.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The extension was requested by MariaDB's Board of Directors to facilitate ongoing discussions between the Company and K1, which the Board expects to conclude before the Extended Deadline.
• K1 must either announce a firm intention to make an offer under Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer, in which case Rule 2.8 applies.
• There can be no certainty that any offer will be made, and the Extended Deadline can only be further extended with the consent of the Irish Takeover Panel at the Company's request.
• The report was filed under Item 8.01 Other Events to disclose this regulatory extension, which is material to shareholders.

8.01 Other Events

• The proposal was publicly announced by Progress on March 26, 2024, and MariaDB's board is reviewing and taking advice on it.
• Under Irish Takeover Rules, Progress must either announce a firm intention to make an offer or announce it will not by May 7, 2024, unless extended by the Irish Takeover Panel.
• As of March 26, 2024, MariaDB had 67,749,429 ordinary shares issued, along with options, RSUs/PSUs, and warrants representing potential additional shares.
• The filing was made under Item 8.01 Other Events to disclose the possible offer and related regulatory deadlines.

8.01 Other Events

• Chris Creger, a Senior Managing Director at FTI Consulting, was appointed Chief Restructuring Officer of MariaDB plc on March 18, 2024.
• Creger will evaluate cash flows, advise on liquidity opportunities, and assess operating and profitability plans.
• Creger remains employed by FTI and receives no direct compensation from MariaDB; the company will pay FTI $1,095 per hour for his services.
• Creger joined FTI in September 2023; previously he was a principal at CohnReznick and associated with CR3 Partners and BDO USA.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits