#1Goldman Sachs Presentation to FOCUS FINANCIAL PARTNERS Update on Project Ferdinand and Preliminary Valuation Discussion Materials December 16, 2022 INVESTMENT BANKING DIVISION CONFIDENTIAL CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH "[***]". SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (1) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL#2Goldman Sachs Disclaimer INVESTMENT BANKING DIVISION CONFIDENTIAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors and senior management of Focus Financial Partners (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs' presentation relating to these materials (the "Confidential Information") may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs' role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, are subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the hand, and Goldman Sachs, on the other hand. 1#3Goldman Sachs Table of Contents Project Ferdinand Process Update II. Update of Ferdinand's Trading Levels and Valuation III. Review of Ferdinand Projections IV. Preliminary Valuation Analyses V. VI. I. M&A Update and Sponsor Market Considerations Financial Sponsor Interest Appendix A: Valuation Analyses Back-up Materials Appendix B: Transaction Process Materials Appendix C: Additional Materials INVESTMENT BANKING DIVISION CONFIDENTIAL 2#4Goldman Sachs I. Project Ferdinand Process Update INVESTMENT BANKING DIVISION CONFIDENTIAL#5Goldman Sachs Date 30-Jun-2022 July/August 2022 14-Sep-2022 21-Sep-2022 30-Sep-2022 06-Oct-2022 17-Oct-2022 to 20-Oct-2022 03-Nov-2022 Project Ferdinand Timeline / Events Update 09-Nov-2022 10-Nov-2022 16-Nov-2022 23-Nov-2022 01-Dec-2022 10-Dec-2022 Description of Events ■ Ferdinand Board of Directors discuss illustrative analyses regarding a hypothetical take-private transaction and potentially interested financial sponsors and [***] (no indication to sponsors of a ■ Meetings between Ferdinand ("Ferdinand" or the "Company") senior management and [***] CD&R, [***] potential process) ■ Board meeting to discuss the indication of interest and determine next steps ■ Board agrees to give Buyer a due diligence period so Buyer and Buyer's consultants can assess Ferdinand's business ■ CD&R (the "Buyer") approaches Ferdinand with an interest in taking Ferdinand private and submits a non-binding indication of interest ■ The Board verbally engages Goldman Sachs & Co. LLC ("Goldman Sachs") as a financial advisor to help review and assess the proposal ■ Buyer provided access to data room to review initial due diligence information ■ Full-day, in-person management meeting between Buyer and Ferdinand held at Goldman Sachs office ■ Subsequent in-person and Zoom due diligence meetings held INVESTMENT BANKING DIVISION ■ Ferdinand releases Q3'22 SEC filings and holds earnings conference call ■ Stock up -12% since earnings release CONFIDENTIAL ■ Receive oral update from CD&R indicating $45 per share ■ Board meeting to discuss process updates and next steps ■ Special Committee meeting to discuss update and next steps ■ Special Committee meeting to discuss valuation and other topics ■ Receive revised indication of interest letter from CD&R at $47.50 per share with accompanying exclusivity agreement ■ Receive revised indication of interest letter from CD&R at $50 per share with accompanying exclusivity agreement Note: Market data as of 16-Dec-20222. "[***]" indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange 4 Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange Commission.#6Goldman Sachs Key Terms Purchase Price / Consideration Financing Summary of CD&R's Updated Proposal As of 10-Dec-2022 Approvals & Timing Due Diligence Requirements Exclusivity Management & Equity Arrangements Advisors ■ ■ I Cash consideration of $50.00 per share for 100% of the Company's fully diluted shares (assumes 85.1mm shares) Offer represents -43% premium to the Company's three-month volume weighted average price Assumes that CD&R will cash out vested equity awards at the proposed transaction price (net of any applicable strike prices) and unvested equity awards will be converted into cash awards that remain subject to vesting ■ ■ Offer assumes that all of the Company's debt would remain outstanding The equity portion would be funded through CD&R Fund XII Limited Partnership INVESTMENT BANKING DIVISION ■ Key areas of due diligence include: The proposal has been fully approved by the CD&R investment committee and is not subject to any further approvals CD&R is prepared to proceed immediately to conclude due diligence, which they anticipate can be completed over a four-week period. CD&R anticipates being in a position to execute definitive transaction documents before January 6th, 2023 Access to management of key partner firms for commercial and financial diligence Demographic data for principals at key partner firms and review of succession planning Review of latest 2023 forecasts, including anticipated Q4 cash and debt balances Regulatory, compliance, and cybersecurity review Customary legal, HR, benefits and tax diligence CONFIDENTIAL Confirmation that the Company's agreements do not require affirmative consents from clients in connection with the proposed transaction (i.e., they are structured as "negative consents") ■ Exclusivity was requested with an anticipated expiration of the exclusivity agreement on January 6th, 2023 ■ A draft exclusivity agreement was included with the delivery of the proposal ■ CD&R anticipates further discussing management agreements and management's rollover of its existing equity stake Financial and Legal Counsel: Moelis and Kirkland & Ellis, respectively ■ ■ Quality of Earnings and Technology: PwC and EY Parthenon, respectively ■ Business Due Diligence: McKinsey 5#7Sachs Ferdinand - Key Considerations Pros ■ Achieve cash premium at time where market, macro and geopolitical risks are heightened 43% premium to 90-day weighted average share price ■ Eliminates downside risk and risk of fully achieving business plan / process ■ Focus has struggled to achieve desired valuations as public company Go-forward business plan is generally consistent with historical plan Opportunity to more significantly transform the business as a private company than may be feasible in the public markets - Private ownership allows for more flexible capital structure and greater ability to restructure business / shift strategy as a private company ■ CD&R is a well-respected and credible buyer Very few other bidders have emerged historically Note: Market data as of 16-Dec-2022. Cons INVESTMENT BANKING DIVISION CONFIDENTIAL Elimination of future upside (and downside) in the business for most shareholders ■ Value of CD&R's $50 per share offer relative to view of intrinsic / standalone value - Value assumes debt capital structure can remain in-place/Stone Point continues to be large equity holder Can value be increased beyond $50 per share? ■ Challenging debt and overall markets may increase execution risk and impact valuation today - wait for better market? 6#8Goldman Sachs II. Update of Ferdinand's Trading Levels and Valuation INVESTMENT BANKING DIVISION CONFIDENTIAL#9Sachsa Ferdinand Stock Price Performance Since IPO Weighted-Avg Price 30 Days 90 Days 1 Year Since CD&R Original Offer¹ $37.74 35.04 41.73 35.09 Price per Share $ 80.00 $ 70.00 $ 60.00 $50.00 $ 40.00 $ 30.00 $ 20.00 $ 10.00 $0.00 Jul-2018 Current Market Statistics Market Cap (mm) Enterprise Value (mm) Price / Earnings: 2022E 2023E Enterprise Value / EBITDA: 2022E 2023E IPO Price: $ 33.00 Apr-2019 $ 3,031 5,638 8.5 x 8.5 X Imm 10.9 x 10.0 x CD&R Updated Offer $50.00 Jan-2020 All Time Low: 18-Mar-20 $13.88 gezet. Volume Source: Bloomberg, Capital IQ and IBES market data as of 16-Dec-2022.¹ Since 14-Sep-2022. Oct-2020 -Ferdinand Jun-2021 INVESTMENT BANKING DIVISION CONFIDENTIAL All Time High: 18-Nov-21 $68.21 Mar-2022 Current Price: $36.78 6,000 5,000 4,000 13,000 2,000 1,000 0 Dec-2022 Volume (000) 8#10Goldman Sachs Relative Stock Price Performance Since IPO Indexed Price 310% 240% 170% 100% 30% Performance (%) Ferdinand Brokerage/Wealth¹ Tech-Enabled Wealth² Traditional Asset Managers Insurance Brokerage* S&P 500 Jul-2018 -Ferdinand YTD 1Y 3Y (38.4) % (39.1) % 26.9% 7.5 8.2 71.4 (19.1) (20.3) (16.4) (27.0) (26.0) 14.9 (22.1) (19.9) 45.6 (19.2) (17.5) 20.7 Since Last Follow-On³ Since IPO (39.7)% 11.5% 8.2 81.0 (20.5) (2.7) (26.0) 12.1 (20.9) 91.5 (18.2) 35.8 ار ادا کرنے werden. Apr-2019 Jan-2020 Oct-2020 Jun-2021 -Brokerage / Wealth¹ -Tech-Enabled Wealth²-Traditional Asset Managers³ INVESTMENT BANKING DIVISION CONFIDENTIAL 91.5% 81.0 % 35.8% 12.1% 11.5% (2.7)% Mar-2022 Dec-2022 Insurance Brokerage* -S&P 500 Source: Bloomberg as of 16-Dec-2022. Notes: "Brokerage / Wealth includes AMP, LPLA, RJF, SF, BCOR. *Tech-Enabled Wealth includes ENV, AMK. 3 Traditional Asset Managers includes APAM, AMG, VCTR, VRTS, BLK, TROW, BEN, AB, IVZ, JHG, FHI, CNS, CIXX, PZN, WETF, BSIG, WHG. 4 Insurance Brokerage includes MMC, AON, WTW, AJG, BRO, RYAN.K, BRP, GSHD, TIG. ³ Since 16-Dec-2021. Since 26-Jul-2018. 9#11Goldman Sachs Ferdinand's Valuation Multiples Since IPO Next Twelve Months Multiples 16x 13x Average since IPO NTM EV / EBITDA Price / Earnings EV / EBITDA (NTM) Ruptur Amply 10.0 x 9.5 x 9.4 x 8.8 x COVID Trough COVID Trough Implied Multiple: 10x Updated CD&R Offer 1 Year Average 6 Month Average 7x Dec-2018 Dec-2019 Current Dec-2020 9.5 x 8.7 6 Month 8.8 x 7.9 Average Dec-2021 1 Year 9.4 x 8.8 11.4 x Dec-2022 3 Year 11.1 x 10.8 20x 15x 10x Source: Bloomberg, Capital IQ, IBES, Wall Street Research. Market data as of 16-Dec-2022. Since IPO 11.4 x 11.3 5x Dec-2018 6 Month 7.7% 10.1 Dec-2019 INVESTMENT BANKING DIVISION Current vs. Average 1 Year 1.5% CONFIDENTIAL P/E (NTM) Dec-2020 (1.2) (19.2) 3 Year Since IPO (14.1)% (16.3)% (23.2) Dec-2021 11.3 x -10.5 x 8.8 x 8.7 x 7.9 x Dec-2022 10#12Goldman Sachs BofA SECURITIES EVD Capiol Markets KBW Morgan Stanley OPPENHEIMER RAYMOND JAMES Jefferies 10-14X 2022E EPS RBC Royal Bank Research Analyst Perspectives Median Overview of Analyst Commentary and Ratings Price Target Methodology Rating/ Price Target Rating / Price Target Date 10x 2024E EPS of $5.40 Two-year forward ■ P/E based on 12 . comparable stocks 10x Q5-Q8 P/E ■ 9.5x 2024E EPS 9.5x 2023E Adj. EPS of $4.06 (adding back non- cash equity comp) 9.0x 2024E EPS of $4.99 10.0x NTM2 EPS of $4.07 supplemented by DCF analysis 10x CY23 EPS of $4.65 ■ Buy I $44.00 ■ ■ Buy $54.00 ■ Outperform $57.00 I Buy $46.00 Outperform $46.00 Outperform I $45.00 Underweight $36.00 Outperform $41.00 Outperform $46.00 $46.00 I 3-Nov-22 4-Nov-22 ■ 3-Nov-22 I 3-Nov-22 I 3-Nov-22 ■ 4-Nov-22 3-Nov-22 3-Nov-22 3-Nov-22 Source: Selected analyst research. Market data as of 16-Dec-2022 ¹ Includes undisclosed analysts. I I ■ Operating beat; year-over-year organic revenue growth +3.4% ■ Key Commentary EBITDA trends are more defensive than markets appreciate Overall good quarter driven by higher revenues & EBITDA margin ■ Lowering estimates on weaker guidance I Market is revenue headwind, but expense base, recurring fee-based revenues, and earnings preference offer downside protection I Pace of deal activity remains relatively active despite market volatility Weaker than expected Q4 guidance Net leverage is rising, but RIA target multiples are softening Business resilience despite challenging market backdrop Consolidation not deterred by market Market headwinds lead to margin pressure Still active on the M&A front despite leverage constraints Better than expected Q3 results despite market volatility M&A pipeline seems solid 100% Analyst Recommendations and Target Price¹ 80% 60% 40% 20% 0% 10 40% 60% Buy 11 9% 91% 11 Hold 9% 91% INVESTMENT BANKING DIVISION 10 CONFIDENTIAL 8 100% 100% 100% 10 # of Analysts 10% 90% $80.0 $60.0 $46.00 $40.0 $36.78 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Current Sell Price (USD) Median Target Price (USD) $20.0 $0.0 11#13Goldman Sachs Top 25 Owners of Ferdinand Institution Country United States United States United States United States United States United States United States United States United States United States United States United States United States United States Sweden Loomis, Sayles & Co. United States Invesco Advisers, Inc. United States Fidelity Management & Research Company LLC United States Janus Henderson Investors England United States United States United States United States United States United States Stone Point Capital LLC Wasatch Global Investors Inc Capital World Vanguard JP Morgan Asset Management Black Rock Institutional Trust Co. Darlington Partners Capital Management, LP. MFS Investment Mgmt. Macquarie Investment Management Principal Global Investors (Equity) Times Square Capital Management, LLC State Street Global Advisors (US) Geode Capital Management, L.L.C. WCM Investment Management Swedbank Robur Fonder AB AUM ($bn) 19.0 538.3 4,577.2 457.2 2,729.7 1.4 396.3 98.1 154.7 8.6 1,848.3 873.0 51.3 97.5 57.6 256.1 1,154.0 200.0 104.4 281.4 3.9 311.7 385.4 82.9 Position Last Report Entry Date¹ Date Q2 '21 Q4 '18 Q3 '18 Q3'18 Q3 '18 Q4 '21 Q3 '20 Q3 '18 Q4 '20 Q3 '18 Q3 '18 Q3 '18 Q4 '19 Q4 '20 Q3 '20 Q3'18 Q4 '20 Q3 '18 Q3 '19 Q1 20 Q1 '20 Q3 '18 Q3'18 Q3 '18 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 31-Oct-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 30-Sep-2022 Cost Basis 51.12 43.26 42.16 32.80 41.10 55.65 39.14 39.94 45.02 38.22 43.09 42.18 31.80 43.42 35.88 40.12 45.14 48.74 50.75 38.95 32.57 40.14 41.95 48.97 Q4 '22 $42.06 $ 43.10 Unrealized Gain³ (28.1)% (15.1) (12.8) 12.1 (10.6) (34.0) (6.1) (8.0) (18.4) (3.8) (14.7) (12.9) 15.6 (15.4) 2.4 (8.4) (18.6) (24.6) (27.6) (5.6) 12.9 (8.4) (12.4) (24.9) % OS 11.9% 11.7 8.3 7.5 7.1 5.0 3.9 3.4 2.8 2.7 1.8 1.8 1.6 1.6 (12.6)% (12.8)% 1.3 1.3 1.2 1.2 1.1 1.0 0.9 0.7 Shares (mm) 7.8 7.6 5.5 0.7 0.7 82.7% 4.9 4.6 3.3 2.5 2.2 1.8 1.8 1.2 1.2 1.0 1.0 0.9 Victory Capital Management Inc. Columbia Threadneedle (US) Soros Fund Management, L.L.C. Northern Trust Investments, Inc. Charles Schwab Investment Management, Inc. Voya Investment Management LLC Total Median Weighted Average³ Note: Ownership based on Class A common stock outstanding. *Quarter of the investors most recent position initiation in the security. Resets whenever the investor sells out completely. ² Calculated as the weighted average cost of current shares held based on quarterly VWAPs and all share purchases from Q1 '05- Q4 '22. *Based on share price at market close on 12-Dc-2022. 4 Stone Point Capital's total current ownership of Ferdinand is -22%. 5 Weighted by number of shares held in Q4 '22. 0.9 0.8 0.8 0.8 0.7 0.7 0.6 0.5 0.5 0.5 Q3 '22 7.8 7.6 5.5 4.9 4.6 3.3 2.5 22 1.8 1.8 1.2 1.2 1.0 1.0 0.9 0.9 0.8 0.8 0.8 0.7 0.7 0.6 0.5 0.5 0.5 54.1 54.0 Q2 '22 7.8 6.9 5.5 4.9 4.7 3.3 22 2.0 1.0 1.7 1.4 1.2 1.0 1.0 0.9 0.9 0.7 0.8 0.8 1.1 0.6 0.6 0.5 0.4 0.5 52.3 Q1 '22 7.8 6.1 5.5 4.8 45 3.5 1.9 1.0 0.5 1.3 1.2 1.2 1.0 1.0 0.8 0.9 0.8 0.7 0.7 1.6 0.7 0.6 0.5 Historical Positions (Shares in mm) 0.4 0.6 INVESTMENT BANKING DIVISION 49.6 Q4 '21 7.8 6.2 5.5 4.2 3.3 1.9 1.0 0.5 1.1 1.3 1.2 1.1 0.9 0.7 0.9 0.9 0.8 0.7 1.3 0.6 0.6 0.5 0.4 0.3 CONFIDENTIAL 48.1 Q3 21 7.8 3.3 4.0 4.2 4.5 3.2 1.5 0.5 0.9 1.1 1.1 1.0 0.9 0.9 1.0 0.6 0.5 1.7 0.6 0.8 0.5 0.4 0.5 42.7 Q2 '21 Q1 '21 7.8 7.8 3.3 4.0 45 4.8 2.9 1.5 0.5 1.1 0.9 1.0 0.9 1.0 0.8 0.9 1.0 0.6 0.6 0.5 0.5 0.8 0.5 0.3 0.5 41.2 2.5 3.2 4.6 2.5 1.5 0.1 0.7 1.0 0.7 0.7 0.9 0.8 1.0 0.8 0.5 0.5 0.6 0.4 0.7 0.4 0.3 0.0 32.0 12#14Goldman Sachs III. Review of Ferdinand Projections INVESTMENT BANKING DIVISION CONFIDENTIAL#15Goldman Sachs Key Projection Assumptions Ferdinand Management Projections - Received 28-Nov-2022 Revenue Expenses M&A Capitalization ■ Market related revenue growth: Ferdinand Management INVESTMENT BANKING DIVISION Net flows (true organic growth) of 4% in 2023 and onward S&P 500 ends 2022 at 4,000 (currently 3,852), then grows at 2.5% in 2023E and 7% thereafter Fixed income, alternatives, and other investments grow at 4% ■ RIA non-market-correlated revenues grow 5% per year throughout forecast years ■ Business managers' services grow 7% per year throughout forecast years ■ $15mm annual performance fee revenue from 2024E onwards Leverage CONFIDENTIAL ■ 3% expense growth for 2023 and future periods ■2023E HoldCo compensation and SG&A flat to 2022, -4.5% of revenue for other periods Management fees automatically adjust with profitability of respective partner firms via contractual base and target earnings ■ Moderate M&A in Q2-Q3'23 and -$1.5bn target capital deployment (including deferred) from 2024E onwards Blended acquisition multiples of 11.0x for M&A, with a reduction by 1x in 2023E and 2024E ■90% of new partner firms and 100% of mergers/Connectus paid in cash ■ For Q2-Q3'23, upfront cash multiple of 4.25x, with remainder paid in deferred installments 50% of future EBITDA acquired from new partners, 25% from mergers, and 25% from Connectus ■ 90% of purchase consideration creates incremental tax shield Source: Ferdinand Management and Ferdinand public filings Note: Market data as of 16-Dec-2022. Refinance in Q4'22 of Term Loan and Revolver with upsize of ~$402mm - $1.8bn TLB (98.25 OID, SOFR+325) + $240mm TLA (98.5 OID, SOFR+250, 9-month delayed draw) Incremental $750mm Term Loan raises in various quarters in outer projection years No future UPC exchanges/ TRAS / stock option exercises 14#16Goldman Sachs Summary of Ferdinand Projections (1/3) Received 28-Nov-2022 - ($ in millions) YOY Growth Year End Net Leverage² $ 1,218 2019A 33.8 % $519 $ 68 2019A '19A -'22E CAGR = 20.3 % 4.00 x $ 1,361 2020A 11.7% Total Upfront Capital Deployed¹ $ 358 $ 47 $1,798 '19A-'22E CAGR = (10.1)% $ 1,034 2020A 2021A 3.89 x 32.1% $ 106 2021A 3.85 x $ 2,123 2022E 18.1% $ 499 $50 2022E Revenue 4.26 x $ 2,450 2023E 15.4% Acquired Adjusted EBITDA (M&A) $770 $114 '23E-'27E CAGR = 21.0 % 2023E $ 3,012 4.02 x 2024E ¹23E-¹27E Total Acquired Adj. EBITDA Total Upfront Capital Deployed¹ $ 1,035 23.0% $115 2024E 4.23 x $3,661 2025E 21.5% $632 $5,830 $ 1,300 $130 2025E 4.18 x INVESTMENT BANKING DIVISION $ 4,415 2026E 20.6 % $ 1,350 $ 135 2026E 3.84 x CONFIDENTIAL $ 5,251 2027E 18.9% $ 1,375 $ 138 2027E 3.41 x Source: Ferdinand Management projections, received 28-Nov-2022. Includes both cash and equity upfront purchase consideration. 2 Total Net Debt/LTM Proforma Adj. EBITDA. 15#17Goldman Sachs Summary of Ferdinand Projections (2/3) Received 28-Nov-2022 - ($ in millions) YOY Growth YOY Change (bps) $ 270 2019A 32.7% 22.1% 2019A - 18 '19A - '22E CAGR = 25.3% $ 322 2020A 19.2% 23.6% 2020A $ 451 '19A-'22E Change = 286 bps 25.1% + 149 2021A 40.3 % 2021A + 146 $531 2022E 17.6% Source: Ferdinand Management projections, received 28-Nov-2022. 25.0 % 2022E Adjusted EBITDA -9 $ 628 2023E 18.4% Adjusted EBITDA Margin 25.7% 2023E '23E-'27E CAGR = 26.0 % +65 $ 792 2024E 26.0 % 26.3% 2024E $1,018 +63 2025E 28.6% '23E-'27E Change = 455 bps 27.8% 2025E + 154 INVESTMENT BANKING DIVISION $ 1,286 2026E 26.3% 29.1% 2026E + 130 CONFIDENTIAL $ 1,586 2027E 23.3% 30.2% 2027E + 108 16#18Goldman Sachs Summary of Ferdinand Projections (3/3) Received 28-Nov-2022 - ($ in millions, except per share) YoY Growth YoY Growth Tax Adjustments¹ Adjusted Net Income Excl. Tax Adjustments $ 179 $147 2019A 42.5% $ 2.38 '19A-'22E CAGR = 27.2 % $325 $ 233 $ 1.96 2019A 36.8 % $32 $ 196 2020A 30.4 % $ 0.42 $ 37 $2.93 $2.46 2020A 23.1% $ 279 '19A - '22E CAGR = 22.8% $ 3.92 2021A $ 0.47 39.8 % Tax Adjustments Per Share¹ Adjusted Net Income Excluding Tax Adjustments Per Share $ 3.36 2021A $ 47 33.8 % $ 0.56 Adjusted Net Income $368 $ 64 $ 303 2022E 13.0 % $4.41 $0.771 $3.64 2022E 12.5% $ 377 $ 305 2023E 2.4% Adjusted EPS $ 4.43 $3.59 2023E $71 0.5% $ 0.84 '23E-¹27E CAGR = 29.3 % $455 $368 2024E 20.9% $ 5.12 $0.98 $4.14 $ 87 2024E 15.6 % $ 609 $ 502 2025E '23E-¹27E CAGR = 25.3 % 33.7% $6.61 $1.16 $ 5.45 $ 107 2025E 29.1 % INVESTMENT BANKING DIVISION $ 822 $ 692 2026E 34.9% $8.69 $ 1.37 $7.32 2026E 31.5% CONFIDENTIAL $ 129 $ 1,054 $ 902 2027E 28.3 % $ 10.93 $1.57 $ 9.36 2027E 25.8% $ 152 Source: Ferdinand Management projections, received 28-Nov-2022. Represent the tax benefits of intangible assets, including goodwill, associated with deductions allowed for tax amortization of intangible assets in the respective periods based on a pro forma 27% income tax rate. 17#19Goldman Sachs Observations on Projections Ferdinand Management - Received 28-Nov-2022 Overall Market Sensitive Revenue Capital Deployment¹ Adjusted EBITDA Margin INVESTMENT BANKING DIVISION CONFIDENTIAL Overall robust growth assumptions ■ Revenue grows at 21% CAGR, EBITDA and EPS grow at >25% CAGRS for 2023E-2027E Faster than historical growth across all key metrics despite much larger company / base -$6bn of M&A during projection period; limited valuation arbitrage at current / projected multiples -450 bps projected margin expansion; -290 bps over prior four years ■ Projections imply -6% average market return in the S&P 500 from year end 2022 to year end at 2027 ■ Organic growth of 4% annually; higher than CD&R's view of "true organic growth" for Focus ■ Following a moderate increase in 2023E, upfront capital deployment for M&A accelerates to $1,300mm in 2025E and continues slight increases to $1,375mm in 2027 Forecast assumes a slowdown in M&A through Q2 2023, with a significant ramp in second half of 2023 as delayed backlog drives an acceleration in pipeline realization Forecast represents a 26% and 33% increase from prior peak year (2021) in 2025E and 2027E, respectively ■ Nearly $6bn in upfront capital deployed over 5-year forecast vs. -$3bn in the 5 years since being public (2018-2022) Source: Ferdinand Management and Ferdinand public filings. Includes both cash and equity purchase consideration. Adjusted EBITDA margins expand to -30% by 2027E vs. -25% currently and -22% in 2019 18#20Goldman Sachs IV. Preliminary Valuation Analyses INVESTMENT BANKING DIVISION CONFIDENTIAL#21Goldman Sachs Illustrative Valuation Base Case Assumptions For Reference Summary of Financial Analyses Financial Analyses 1 Discounted Cash Flow 2 3 Present Value of Future Share Price Historical M&A Premia Analysis 52-Week Trading Range Analyst Price Targets Public Company Trading Illustrative Price per Share¹ $ 42.47 $ 35.60 $40.50 $ 30.65 $36.00 $37.21 $ 65.13 $57.60 $55.68 $61.24 $57.00 $66.89 INVESTMENT BANKING DIVISION Comments 4-year DCF, cash flow discounted back to 30-Sep-2022 Low: 11.00% WACC, 8.0x Terminal NTM (2027E) P/E ■ ■ High: 8.75% WACC, 10.0x Terminal NTM (2027E) P/E ■ High: 28-Dec-2021 ■Low: 20-Oct-2022 CONFIDENTIAL ■ Multiple range of 8.0x-10.0x NTM P/E using 2024-2026E EPS ■ 13.5% cost of equity ■ Premium range of 10%-51% based on range of 25th-75th percentile of 1-day premia for precedent transactions. All-cash transactions of U.S.-based targets $3-$8bn in transaction value over 2018-2022 YTD High: BMO (4-Nov-2022) ■ Low: Morgan Stanley (4-Nov-2022) ■ Low: 8.4x 2023E P/E ■ High: 15.1x 2023E P/E Based on range of 2023E P/E multiples for selected wealth management peers² Current Share Price: $36.78 1 1 Updated CD&R Offer: $50.00 Source: Bloomberg, IBES, CapIQ, public filings, Ferdinand Management projections. Market data as of 16-Dec-2022. 'Includes value of tax adjustments, which represent the tax benefits associated with deductions allowed for tax amortization of intangible assets based on a pro forma 27% income tax rate. Selected wealth management peers include SCHW, LPLA, AMP, RJF, AMK, SF, BCOR. 20#22Goldman Sachs Summary of Financial Analyses Illustrative Valuation Base Case Assumptions For Reference Current vs. 23-Nov-2022 Special Committee Meeting Financial Analyses 1 Discounted Cash Flow 2 3 Present Value of Future Share Price Historical M&A Premia Analysis 52-Week Trading Range Analyst Price Targets Public Company Trading Illustrative Price per Share¹ $ 42.47 $ 42.35 $65.13 $64.85 $ 35.60 $ 34.48 $40.50 $41.32 $30.65 $ 30.65 $36.00 $36.00 $37.21 $38.861 Current Share Price: $36.78 1 $57.60 $ 55.59 $55.68 $56.81 $ 61.24 $ 67.42 $57.00 $ 57.00 $66.89 $66.19 Comments Current analysis reflects updated projections and valuation assumptions, including implied TRA and share count based on $50 (current offer) vs. $45 (23-Nov-2022) purchase price ■ WACC: 8.75-11.00% ( current) vs. 9.00-11.00% (23-Nov-2022) Based on updated share price / share count from latest projections ■Cost of equity: 13.5% (current) vs. 13.9% (23-Nov-2022) ■ Risk free rate: 3.73% (current) vs. 4.14% (23-Nov-2022) ■ Current High: 28-Dec-2021 ■ 23-Nov-2022 High: 23-Nov-2021 INVESTMENT BANKING DIVISION ■ Share Price: $36.78 (current) vs. $37.53 (23-Nov-2022) I CONFIDENTIAL No change 1 Updated CD&R Offer: $50.00 ■2023E P/E Low: 8.4x (current) vs. 9.1x (23-Nov-2022) ☐ 2023E P/E High: 15.1x (current) vs. 15.5x (23-Nov-2022) 23-Nov-2022 Current Source: Bloomberg, IBES, CapIQ, public filings, Ferdinand Management projections. Market data as of 16-Dec-2022 for current analysis and 21-Nov-2022 for analysis presented on 23-Nov-2022. Includes value of tax adjustments, which represent the tax benefits associated with deductions allowed for tax amortization of intangible assets based on a pro forma 27% income tax rate. ²Selected wealth management peers include SCHW, LPLA, AMP, RJF, AMK, SF, BCOR. 21|#23Goldman Sachs WACC WACC Discounted Cash Flow Analysis Base Case ($ in millions) Implied Enterprise Value (incl. Tax Adjustments) Terminal P/E Multiple (NTM) 8.5 x 9.0 x 8.750 % 9.875% 11.000 % 8.750 % 9.875% 8.0 x 11.000 % $ 7,124 6,737 6,376 8.0 x $ 1,132 1,052 $ 7,419 980 7,020 6,646 Implied Enterprise Value Attributable to Tax Adjustments¹ Terminal P/E Multiple (NTM) 8.5 x 9.0 x $ 1,132 1,052 $7,714 980 7,302 6,917 $ 1,132 1,052 9.5 x 980 $8,009 7,584 7,187 9.5 x $ 1,132 1,052 980 10.0 X $ 8,304 7,867 7,457 10.0 x $ 1,132 1,052 980 WACC WACC 8.750 % Implied Equity Value Per Share (incl. Tax Adjustments) Terminal P/E Multiple (NTM) 8.5 x 9.0 x 9.875% 11.000 % 8.750% 9.875% 8.0 x 11.000 % $51.26 46.71 42.47 8.0 x $ 13.31 12.36 $ 54.73 11.51 50.03 45.64 $ 13.31 INVESTMENT BANKING DIVISION 12.36 11.51 $ 58.19 53.35 48.82 Implied Equity Value Per Share Attributable to Tax Adjustments¹ Terminal P/E Multiple (NTM) 8.5 x 9.0 x $ 13.31 CONFIDENTIAL 12.36 11.51 9.5 x $61.66 56.67 52.00 9.5 x $ 13.31 12.36 10.0 x 11.51 $ 65.13 59.99 55.17 10.0 x $ 13.31 12.36 11.51 Source: Ferdinand Management, received 28-Nov-2022. Note: Capital deployment includes earnouts, Mid-year discounting used. Tax adjustments represent the tax benefits of intangible assets, including goodwill, associated with deductions allowed for tax amortization of intangible assets in the respective periods based on a pro forma 27% income tax rate. 22#24Goldman Sachs Discounted Cash Flow Analysis - Sensitivities INVESTMENT BANKING DIVISION ($ in millions) Assumptions Exit NTM (¹27E) P/E Multiple: 9.0x Discount Rate: 9.875% Assumptions Exit NTM (27E) P/E Multiple: 9.0x Discount Rate: 9.875% M&A Capital Deployed + Multiples Paid Sensitivity 2027E Upfront Capital Deployed Aggregate '23-¹27E Upfront Capital Deployed M&A Multiple Inc / (Dec) (1.0)x 0.0 x 1.0 x 2.0 x 3.0 x 4.0 x Organic Growth '23E-¹24E '25E-'27E 9.0 x 10.0 X 10.0 X 11.0 x 11.0 x 12.0 X 13.0 x 14.0 X 15.0 x 4.5% 4.0% 3.5% 3.0% 2.5% 2.0% 12.0 x 13.0 x 14.0 X Organic Growth + EBITDA Margin Sensitivity 2027E EBITDA Margin '23E-¹27E Rev CAGR 21.4% 21.0% 20.6% 20.3% 19.9% 19.6% Source: Ferdinand Management, received 28-Nov-2022. Note: Upfront capital deployment excludes deferred consideration / earnouts. 2024E-2027E M&A Multiplier 100% $ 1,375 $5,830 50% $ 688 $ 2,915 $ 47.32 45.97 45.62 44.19 43.86 43.11 25.7% 75% $ 1,031 $4,373 $40.45 39.40 38.14 36.54 35.39 34.09 $51.16 49.86 48.33 47.41 46.31 45.21 CONFIDENTIAL 150 27.2% $ 45.12 44.00 42.67 40.99 39.77 38.41 $ 54.27 53.35 51.62 50.34 48.73 47.68 Increase in EBITDA Margin Over ¹23E-¹27E (bps) 455 30.2% 300 28.7% 125% $ 1,719 $7,288 $ 49.80 48.60 47.20 45.45 44.16 42.73 $ 58.27 56.38 54.73 52.98 51.66 49.85 $ 54.62 53.35 51.88 50.05 48.69 47.19 23#25Goldman Sachs Future Value of Future Share Price $90 $80 $70 $60 $50 $40 $30 $20 8.0x NTM P/E 9.0x NTM P/E 10.0x NTM P/E EPS 8.0x NTM P/E 9.0x NTM P/E 10.0x NTM P/E 2 Present Value of Future Share Price Base Case ($ in millions except per share) Adj. Net Income (excl. Tax Adj.) Tax Adjustments Adj. Net Income (incl. Tax Adj.) Shares Outstanding (mm) Estimated Future Value of Share Price 9.0x NTM P/E 10.0x NTM P/E $51.24 $46 46 $41.70 2024E Implied Future Share Price 8.0x NTM P/E $66.18 $59.99 $53.80 2025E 2024E $368 87 $455 87.35 88.15 88.84 $ 5.21 $ 5.16 $ 5.12 2023E $41.70 $46.48 $51.24 $86.91 $78.71 $70.51 CD&R Offer: $50.00 Current Share Price: $36.78 -8.0x NTM P/E 2025E $ 502 107 $609 90.55 91.35 92.00 $6.72 $6.67 $6.62 2024E $53.80 $59.99 $66.18 -9.0x NTM P/E 2026E $ 692 129 $ 822 93.21 93.93 94.53 $8.81 $8.75 $ 8.69 2025E Present Value of Future Share Price $70.51 $78.71 $86.91 $90 $80 $70 $60 $50 $40 $30 $20 Estimated Present Value of Future Share Price CD&R Offer: $50.00 $43.75 $39.68 $35.60 2024E -10.0x NTM P/E $49.78 $45-13 $40.47 INVESTMENT BANKING DIVISION 2025E CONFIDENTIAL $57.60 $5217 $46.74 Current Share Price: $36.78 Discounted at Cost of Equity of 13.5%¹ Source: Ferdinand Management projections, Capital IQ. Market data as of 16-Dec-2022. Note: Present value includes the projected future share price based on the assumed range of NTM P/E multiples discounted to 30-Sep-2022. Assumes no dividend payout, in line with Ferdinand historical patterns. See page 39 for cost of equity build. 24#26Goldman Sachs 3 Historical M&A Premia U.S. Based Targets | $3-$8bn Transaction Value | Cash-Only Deals | All Industries CONFIDENTIAL Historical M&A Premia 25th Percentile 75th Percentile Median Mean Deal Count 15% 26% 2018 1 Day 10% i 17 51%! 18 % 31% 30 Day 52W High 21% (4)% 52% 21% 33% 41% 5% 42% 31% 24% 21% ALLADI 9% 9% 2020 2021 22% 41% 2019 14 7% 7% Historical Acquisition Premia Medians¹ 7% Ferdinand Share Price CD&R Offer 1 Day $36.78 $ 50.00 CD&R Offer Premium 36% Implied Ferdinand Share Price Based on Historical M&A Premia 25th Percentile 75th Percentile $40.50 $ 55.68 $43.55 $ 46.93 $ 58.98 $51.63 Median Mean $48.07 $ 54.90 14 21 17% 40 % ■1 Day 30 Day 52 Week High 2022 INVESTMENT BANKING DIVISION 26 Source: CapIQ, FactSet. Data includes transactions in 2018-2022. Market data as of 16-Dec-2022. *Premium is relative to target share price 1 day, 30 days, and 52-week high prior to announcement for deals with U.S. targets valued between $3-$8 billion. 30 Day $38.91 $ 50.00 29 % 2% 36% 29% CD&R 52W High $61.24 $50.00 (18)% Offer $58.74 $73.80 $65.29 $65.57 (18)% 25#27Goldman Sachs 3 Historical M&A Premia - Select Take-Privates U.S. Based Targets | $3-$8bn Transaction Value | Cash-Only Deals | All Industries CONFIDENTIAL Historical M&A Premia 25th Percentile 75th Percentile Median Mean Deal Count 15% 25% 1 Day 18% i 5 40%! 27% 31% 2018 (1)% 30 Day 52W High 17% 42% (10)% 9% 28 % 5% 32% 1% 17% 11% 2019 5 (11)% Historical Acquisition Premia Medians¹ 17% 32% Ferdinand Share Price CD&R Offer 1 Day $36.78 $ 50.00 CD&R Offer Premium 36 % Implied Ferdinand Share Price Based on Historical M&A Premia 25th Percentile 75th Percentile $41.13 $46.42 $42.97 $45.46 Median Mean 2020 (1)% 18% 28% 2021 13 8% ☐ 1 Day 17% 33% 2022 13 INVESTMENT BANKING DIVISION Source: Cap/Q, FactSet. Data includes transactions in 2018-2022. Market data as of 16-Dec-2022. *Premium is relative to target share price 1 day, 30 days, and 52-week high prior to announcement for deals with U.S. targets valued between $3-$8 billion. 5% 30 Day $38.91 $ 50.00 29% $45.47 $ 55.42 $ 49.69 $51.21 30 Day 52 Week High 36% 29% 52W High $61.24 $50.00 (18)% CD&R Offer $54.94 $67.02 $64.07 $ 62.06 (18)% 26#28Goldman Sachs Price per Share Diluted Shares Outstanding (mm) Diluted Equity Value ($mm) (+) Net Debt (Smm) (-) Investments¹ Illustrative Analysis at Various Prices ($ in millions, except per share data) (+) NPV of Existing TRA² (+) Contingent Liabilities (+) NPV of TRA Triggered by Change of Control² Enterprise Value ($mm) Premium to: Closing Price at (16-Dec-2022) Share Price at Date of Original Letter (14-Sep-2022) VWAP 30 Days VWAP 90 Days VWAP 180 Days 52 Week High (28-Dec-2021) 52 Week Low (20-Oct-2022) Wgt-Avg Cost Basis for Top 50 Holders Implied EV/EBITDA LQA 2022E 2023E Implied EV/EBITDA 2022E 2023E Implied P/E 2022E 2023E Price $36.78 $ 37.87 37.74 35.04 41.73 61.24 30.65 41.21 Mgmt. EBITDA $515 531 628 Consensus EBITDA $518 564 Consensus EPS $4.34 $4.32 $ 42.50 83.8 $ 3,563 $ 2,310 (30) 138 189 124 $ 6,294 16% 12 13 % 21 2 (31) 39 3 12.2 x 11.9 10.0 12.1 x 11.2 9.8 x 9.8 Valuation Range for Illustrative Purposes Only $45.00 84.3 $ 3,791 $ 2,310 (30) 138 189 134 $6,533 22% 19 19 % 28 8 (27) 47 9 12.7 x 12.3 10.4 12.6 x 11.6 10.4 x 10.4 Illustrative Range $ 47.50 84.7 $ 4,022 $ 2,310 (30) 138 1 189 145 I $6,774 1 T 29% 25 26% 36 14 (22) 55 15 T 13.1 x 12.0 10.9 x 11.0 I T t 13.2 x I 12.8 I 10.8 + J 1 I Original & Current Offer $ 50.00 85.1 $4,254 $ 2,310 (30) 138 189 156 $ 7,017 36% 32 32 % 43 20 (18) 63 21 13.6 x 13.2 11.2 13.5 x 12.4 11.5 x 11.6 INVESTMENT BANKING DIVISION I I T + ↓ I 1 I I + 1 I T 1 I I CONFIDENTIAL $52.50 85.5 $4,486 $ 2,310 (30) 138 189 167 $ 7,261 43% 39 39 % 50 26 (14) 71 27 14.1 x 13.7 11.6 14.0 x 12.9 12.1 x 12.2 $ 55.00 85.8 $4,720 $ 2,310 (30) 138 189 179 $7,507 50% 45 46% 57 32 (10) 79 33 14.6 x 14.1 12.0 14.5 x 13.3 12.7 x 12.7 Source: Management, CapIQ, IBES. Market data as of 16-Dec-2022 unless otherwise stated. Note: 52-week share price ranges represent intraday high/low. Includes Smart Asset, Osbourne Partners, and Beryllus. 2 Based on current management estimates - GS estimates for $42.50, $45.00, $47.50 and $52.50 per share based on management provided estimates for $50.00 and $55.00 per share. 27#29Goldman Sachs V. M&A Update and Sponsor Market Considerations INVESTMENT BANKING DIVISION CONFIDENTIAL#30Goldman Sachs US M&A Market Update $1,059 While Year-to-Date M&A Volume was Down 46% vs. 2021 YTD, Activity is Roughly in Line with Prior 5 Year Levels $3,077 2012 YTD $509 $741 $1,280 Q3 Q4 ¹20 ¹20 2013 YTD $839 Q1 U.S. M&A Activity Has Slowed in the Second Half 21 $1,655 2014 YTD Q2 '21 $888 $899 $701 $2,205 Q3 Q4 21 ¹21 2015 YTD $578 Q1 ¹22 $516 $1,865 Q2 ¹22 2016 YTD $319 Q3 ¹22 $366 $241 | ៩ន Q4 $1,375 2017 YTD % of $ Volume of $1bn+ Deals $2,008 2018 YTD % 27% 52% $1,999 2018 2019 YTD 8% Public to Private Transactions Have Been a Material Contributor in 2022¹ 7% 29% 47% 2019 $1,394 ■ Corporate / Corporate ■ Divestiture - LBO Buyer ☐ SPAC ■ Other 2020 YTD 10% 11% 23% INVESTMENT BANKING DIVISION 42 % 2020 CONFIDENTIAL 5% 3% 2021 YTD 19% 11% 35% 21% 2021 A (46)% Source: Dealogic $ in billions. U.S. M&A defined as transactions with any U.S. involvement 'Analysis for U.S. targeted transactions greater than $1 billion. "Other" incudes negotiated share repurchases, minority stake purchases and government rescues M&A Update and Sponsor Market Considerations % 6% 6% $1,654 2022 YTD 18% 31% 37% 2022 YTD % 2% 18% Divestiture - Corporate Buyer > Public to Private RR Spin-off 29#31Goldman Sachs Though Still Highly Fragmented... RIA Consolidation Underway Need for Greater Scale will Support Consolidation Trend Number of Firms¹ 10,108 <$100 RIA Industry by Firm Size 2,815 $100- $300 Consolidation Sweet Spot 819 665 $300- $500- $500 $1000 AUM Band ($mm) 414 104 $1000- >$3000 $3000 Source: De Voe & Company 2021 Fourth Quarter RIA Deal Book; RIA Channel as of 2021 ¹ Excludes firms listed as having 0 AUM or having no data on AUM, as of 2020 year-end. 2 Calculated based on average AUM of sellers multiplied by number of deals. Number of Transactions (Established RIAS) Significant Increase in M&A Activity in Recent Years AUM Acquired ($bn)² 90 16 67 2017 -$90 7 101 11 82 2018 ■ Other RIAS -$95 18 131 22 106 2019 INVESTMENT BANKING DIVISION -$98 CONFIDENTIAL 3 159 42 2020 Banks Other (Incl. PE) -$163 115 242 48 189 2021 -$268 30#32Goldman Sachs Activity Remains Robust in 2022, But off of Highs INVESTMENT BANKING Despite Market Volatility DIVISION 2021 RIA Acquisition Transactions Wealth Enhancement 17 Group MERCER 16 ADVISORS FINANCIAL 13 FOCUS 12 FINANCIAL PARTNERS BEACON POINTE 11 CAPTRUST 8 100 Transaction milestone 36 41 Record M&A Activity... Annual RIA Transactions 2021 was 52% above 2020 78 79 90 101 131 Source: DeVoe & Company 2022 Third Quarter and 2021 Fourth Quarter RIA Deal Books 159 242 2013 2014 2015 2016 2017 2018 2019 2020 2021 ...Despite Recent Market Volatility Trailing Four-Quarter Average 3+ Transactions in Q3 MERCER ADVISORS 32 32 Quarterly RIA Transactions Strongest Q3 on Record Wealth Enhancement Group Mariner WEALTH ADVISORS 34 33 35 MERIT 32 18 44 CONFIDENTIAL 48 58 65 76 22 67 66 --- 68 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2019 2020 2021 2022 31#33Goldman Sachs Relative Competition for RIA Acquisitions Has Accelerated Integrity Insurance Sellers have a wider range of potential partners than ever before ■ Strategics: Remain active and interested given potential cross-sell/ distribution synergies and attractive growth ■ Sponsor Backed Platforms: Remain highly active though need to be more selective given capital limitations from market volatility ■ Financial Sponsors: Remain deeply interested in wealth platforms and are willing to stretch downmarket for the "beginnings" of a platform Select Strategics CI Financial FRANKLIN TEMPLETON INVESTMENTS NFP ONEDIGITAL MERCHANT Insurance Brokers Retirement Platforms Insurance Distributors Wealth Management Acquirors Mariner LGP SEQUOIA MERCER ADVISORS GENSTAR VALEAS ONEX ONK HILL Wealth Enhancement Group TAASSOCIATES Cetera FACULL GRE GENSTAR A Advisor Group Sponsor Backed Firms PATHSTONE IMPE CREATIVE PLANNING GENERAL ATLANTIC ep wealth advisors Berkshire Partners C CAPTRUST GTCR allworth LIGHTYEAR CAPITAL CERITY PARTNERS GENSTAR SIGHTYEAR CARITAL CARSON BainCapital TMG VISTRIA KESTRA Edelman Financial Engines H&F WARGPINCES LIDO ADVISORS I Charlesbank I BEACON POINTE KKR SAVANT KELSO STEWARD PARTNERS WATZKER CYNOSURE INVESTMENT BANKING DIVISION CONFIDENTIAL Sponsors / Family Offices Keen for Larger Opportunities ARES Adve Interational ALTAS CDPQ CARLYLE GIC ONTARIO TEACHERS RENCH PLAN TOWERBROOK MERITAGE TPG 32#34Goldman Sachs Wealth Management M&A Valuation Multiples Selected M&A Transactions Multiple of PF EBITDA Purchase Price Target Cetera Buyer GENSTAR Target AUM / AUA ($bn) 10:0x % Fee Based RIAS have received superior valuations given perception of higher quality revenue, ownership of end client, and large consolidation opportunity Precedent Transactions ($mm) Median: 11.0x 12.0x IBD KESTRA A -8.0x¹ $200 $100 $268 Mid/High -12.0x Single Digits A -$1,700 -$850 -$2,300 $1,300 $86 -35% -60% -40% 35% 15.0x voya ATRIA ND $13 -15.0x ND -13.0x EDELMAN FOCUS H&F 19.0x 2018 2019 2019 2019 2021 2022 2015 2017 2018 2019 2019 2019 2020 2020 2020 2020 2021 2021 2021 2021 2021 2021 2022 2022 KKR H&F 17.0x -16.5x-16.5x $800 $2,000 $3,020 $750 $15 <-$100 $169 $25 L OAK HILL $500 $12 MERCER ACTVORONE 100% 100% 100% 100% 100% -$650 19-20 Median: 18.0x -$16 Mid/High -18.0x18.0x²18.0x Teens -17.0x SENTRA Overall Median: 18.0x ΝΑ RIA AREATINE | CAPTRUST Oallworth CHTOWER Marier u PLAN $50 GTCR -$18/ -$368 $10 -20.0x-20.0x -$81/ -562 INVESTMENT BANKING DIVISION $1,250 $750 -$1,800 -$7,300 $1,800 $400 ND $260 100% 100% 100% 100% 100% 100% 21-¹22 Median: -20.5x -21.0x CONFIDENTIAL 100% -$40 -$9 $39 22.0x THE SLOP (ONEX KELSO KKR GENSTAR OAK HILL SAVANT 25.0x Low 20s Mid Teens $12 CERITY ARTNERS KESTRA ND² >$1,000 $1,600 ND² $20 -$45 $121 100% 100% 100% 100% -100% 75% Source: Cerulli, SNL, company filings, website, press releases, investor presentations, and news articles. 'Represents RR EBITDA multiple. Minority investment. "Preferred structure. 33#35Goldman Sachs VI. Financial Sponsor Interest INVESTMENT BANKING DIVISION CONFIDENTIAL#36Goldman Sachs Sponsor [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Largest Global Financial Sponsors and Interest / INVESTMENT BANKING DIVISION Investments in Wealth Management AUM¹ ($bn) [***] [***] [***] Strong interest in wealth management and recently [***] met Rudy; bar very high given lack of any significant investment to date; needs to be a very clean story [***] [***] Current Wealth Investment(s)/ Observations [***] [***] Will not pursue wealth management investments given potential conflict with key distribution partners (wirehouses) for [***] retail product Very value-oriented; interested in wealth but little active dialogue / historical activity, likely biased toward a structured investment Engaged as part of process; not interested in submitting a bid until markets stabilize Engaged as part of process and met Rudy; did not follow up / pursue opportunity post meeting [***] Significant time spent on wealth management; biased toward an integrated platform; have not engaged after discussed previously [***] [***] [***] [***] [***] [***] No demonstrated interest in wealth management Source: Pitchbook, GS FSIG Represents total AUM of global buyout and core funds Sponsor [***] [***] [***] [***] [***] [***] [***] [***] [***] AUM¹ ($bn) [***] [***] [***] [***] [***] 20.0 [***] [***] [***] [***] CONFIDENTIAL Current Wealth Investment(s)/ Observations [***] Engaged as part of process and met Rudy; did not show interest in pursuing Technology-focused investing style Beginning to look at wealth management but biased toward technology and unlikely to transact near term Technology-focused firm; disbanded FIG team post small wealth and asset management investment No demonstrated historical interest in wealth management Actively engaged in process Significant interest in US wealth management but focused on fully integrated advisory platforms or wealth tech No demonstrated interest in wealth management Technology-focused [***] Reviewed Ferdinand take-private opportunity "[***]" indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange 35 | Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange Commission.#37Goldman Sachs Summary of Feedback from Additional Potential Buyers [***] [***] [***] [***] [***] Commentary INVESTMENT BANKING DIVISION CONFIDENTIAL ■ Rudy met with at [***] August ■ GS had follow-up discussion with [***] in late August ■ Appear to be positive on company and opportunity; would like to pursue meaningful changes to business model if taken private ■ Unclear if positive interest to date is sufficient to seriously pursue opportunity at this point in time Have continued to raise with [***]; little further engagement to date ■ Strong interest in wealth management and recently met Rudy Have followed-up with [***] and indicated there is no pathway to actionability; no follow-up from to date ■ Bar very high given lack of any significant investment to date; needs to be a very clean story ■ Asked to stay close and re-engage when financing markets normalize No recent follow-up Enthusiastic about the company and investing in the wealth space ■ Uncomfortable putting forth a bid in August due to financing market backdrop and inability to form a view on pro forma capital structure ■ Rudy met with [***] in August ■ [***] likes business and indicated they would be interested in supporting a deal (but cannot lead) No recent follow-up Rudy met with [***] President ( [*** ) in July FIG team at [***] was going to do "real work" post Labor Day and reach back out to GS No feedback at this point; does not appear to be an area of focus to date "[***]" indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange 36 Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange Commission.#38Goldman Sachs Appendix A. Valuation Analyses Back-up Materials INVESTMENT BANKING DIVISION CONFIDENTIAL#39Goldman Sachs Company Focus Financial Partners Brokerage / Wealth Ameriprise Raymond James LPL Financial Holdings Stifel Financial Blucora Median Discount Brokers Charles Schwab Median Valuation Levels for Public Comparables ($ in millions, unless otherwise noted) Tech-Enabled Wealth Assetmark Median Closing Price 16-Dec-22 Market Cap $36.78 $ 312.18 106.75 206.94 57.37 22.59 $78.19 $ 23.09 $ 3,031 $ 34,301 23,915 16,594 6,986 1,133 $ 147,328 $1,730 Enterprise Value $ 5,638 $ 29,128 25,393 18,094 7,431 1,563 $ 167,671 $ 1,706 Stock Price Performance 1-Week A YTD 0.1% (2.8)% (5.9) (6.4) (4.1) (2.4) (3.4)% (2.0)% (2.0)% (5.0) (5.0)% (38.4)% 3.5% 6.3 29.3 (18.5) 30.4 4.9% (7.0)% (7.0)% (11.9)% (11.9)% 1-Year 3.5 % 3.8 % 7.3 22.0 (21.0) 25.7 5.6 % (7.3)% Source: Company information, Capital IQ and IBES. Market data as of 16-Dec-2022.¹ Net Debt/LTM Adjusted EBITDA. (7.3)% (13.8)% % of 52 Week High 60.1 % 93.9 % 86.1 76.9 70.5 90.1 81.5% 81.8% (13.8)% 86.6% 81.8% 86.6% Price / Earnings 2022E 2023E 8.5 x 12.7 x 13.3 18.4 9.6 12.8 12.8 x 18.7 x 18.7 x 13.3 x 13.3 x 8.5 x 10.9 x 10.8 10.9 8.4 12.8 10.8 x 15.1 x 15.1 x 11.8 x 11.8 x INVESTMENT BANKING DIVISION CONFIDENTIAL EV/EBITDA 2022E 10.9 x 6.8 x 11.7 11.5 7.0 11.3 11.1 x 14.7 x 14.7 x 8.7 x 8.7 x 2023E 10.0 x 6.0 x 9.8 8.0 7.0 11.3 8.9 x 12.6 x 12.6 x 7.7 x 7.7 x LTM Net Leverage¹ 4.4 x (1.9)x 0.6 1.2 (0.2) 3.2 0.9 x 0.9 x 0.9 x (0.1)x (0.1)x 38#40Goldman Sachs Illustrative WACC Analysis Ferdinand WACC Ferdinand Standalone WACC Capital Structure Debt / Capital Equity / Capital Risk Free Rate Equity Beta Equity Risk Premium Cost of Equity Equity Beta Illustrative WACC Cost of Equity Pre-Tax Cost of Debt Marginal Tax Rate After-Tax Cost of Debt 35 % 1.50 10.29 % 1.55 10.49 1.60 10.69 1.65 10.88 1.70 11.08 Cost of Debt WACC Debt/ Capital Ratio 40 % 9.92 % 45 % 50 % 9.18% 9.55% 10.10 9.72 10.29 9.89 10.47 10.05 10.65 10.22 9.33 9.48 9.64 9.79 45 % 55 % 3.73% 1.60 6.10 % 13.49% 7.51 % 27.0% 5.48% 9.89% 55 % 8.81% 8.95 9.08 9.22 9.36 Beta 2.00 1.75 1.50 1.25 1.00 Average Ferdinand Brokerage /Wealth' Jan-2019 Dec-2019 Historical Beta Current 1.67 x 1.11 1Y 1.50 x 1.26 Dec-2020 INVESTMENT BANKING DIVISION 2Y 1.52 x 1.40 CONFIDENTIAL 3Y 1.55 X 1.45 Mus Dec-2021 Ferdinand -Brokerage / Wealth' Source: Company filings, Axioma historical betas, Market data as of 16-Dec-2022. Ferdinand's 7.51% pre-tax cost of debt based on illustrative cost of debt for new debt issuance of S+300. 'Brokerage / Wealth includes AMP, LPLA, RJF, SF, BCOR. 1.67 1.11 Dec-2022 39#41Goldman Sachs Wealth Management Fees % Revenue Other Revenue % Revenue Revenue % Growth HoldCo Compensation (excl. non-cash equity comp) % Growth % Revenue Other Compensation (excl. non-cash equity comp) % Growth % Revenue HoldCo SG&A % Growth % Revenue Other SG&A % Growth % Revenue Management Fees % Growth % Revenue Total Expenses % Revenue Total Operating Income Equity Method Earnings & Other Dividends Adjusted EBITDA % Revenue Depreciation and Other Amortization (Interest Income) Interest Expense Ferdinand Projections Base Case ($ in millions) Other Expense/ (Income). Net Total Net Income Adjustments Pre-Tax Adjusted Net Income Pro Forma Income Tax Expense Pro Forma Income Tax Rate Adjusted Net Income (excl. Tax Adj.) Tax Adjustments Adjusted Shares Outstanding (mm) Adjusted Net Income (excl. Tax Adj.) per Share Tax Adjustments per Share Capex % Revenue Change in NWC % Revenue D&A % Revenue SBC % Revenue Total Debt Cash and Cash Equivalents Net Debt Source: Ferdinand Management projections, received 28-Nov-2022. 2019A $1,150 94% 69 6% $1,218 $41 3% $372 31% $ 27 2% $ 206 17% $ 305 25% $951 78% $268 $1 $270 22% $11 (1) 58 1 $ 69 $ 201 $(54) 27% $147 $32 75.04 $1.96 $0.42 $25 2% $ 10 1% $11 1% $ 18 2020A $1,286 94% 75 6% $1,361 12% $ 39 (5)% 3% $415 12% 30% $22 (19)% 2% $214 4% 16% $349 15% 26% $1,040 76% $322 $0 $322 24% $ 12 (0) 42 0 $54 $268 $(72) 27% $196 $ 37 79.40 $2.46 $ 0.47 $ 19 15 $ 51 4% $ 12 1% $ 22 2% $1,508 66 $1,442 2021A $1,717 96% 81 4% $1,798 32% $50 30% 3% $ 509 23% 28% $32 48% 2% $265 24% 15% $ 491 41% 27% $1,349 75% $449 $451 25% $15 (0) 55 0 $70 $382 $(103) 27% $279 $47 82.89 $3.36 $ 0.56 $11 1% $53 3% $15 1% $32 2% $2,407 307 $2,101 2022E $2,039 96% $83 $2.123 18% $ 47 (7)% 2% $655 29% 31% $ 39 20% 2% $ 329 24% 16% $522 6% 25% $1,592 75% $531 SO $531 25% $ 16 (0) 96 4 $115 $416 $(112) 27% $303 $64 83.39 $3.64 $ 0.77 $ 19 1% $ 105 5% $ 16 1% $ 31 $2.594 164 $2.430 2023E $2,369 97% $ 81 3% $2,450 15% $55 17% 2% $741 13% 30% $39 (0)% 2% $ 370 12% 15% $ 618 18% 25% $1,822 74% $627 $1 $628 26% $ 19 195 $210 $418 $(113) 27% $305 $71 85.17 $ 3.59 $ 0.84 $ 16 1% $ 37 1% $ 19 1% $.33 $3,020 170 $2,850 2024E $2,929 97% $ 83 3% $3,012 23% $75 37% 3% $ 867 17% 29% $ 60 54% 2% $432 17% 14% $787 27% 26% $2,223 74% $790 $2 $792 26% $21 271 $288 $504 $(136) 27% $368 $ 87 88.84 $4.14 $0.98 $17 1% $129 $21 1% $31 1% $ 3,864 190 $3,674 INVESTMENT BANKING DIVISION 2025E $3,576 98% $85 2% $3.661 22% $92 22% 3% $ 999 15% 27% $73 22% 2% $ 498 15% 14% $ 983 25% 27% $2.645 72% $1,016 $2 $1,018 28% $21 314 $331 $687 $(186) 27% $ 502 $107 92.00 $5.45 $ 1.16 $21 1% $ 132 $21 $40 1% $4,923 302 $4,621 CONFIDENTIAL 2026E $4,329 98% $ 87 2% $4,415 21% $ 110 21% 3% $1,149 15% 26% $ 88 21% 2% $572 15% 13% $1,212 23% 27% $3,132 71% $1,284 $2 $1,286 29% $ 23 (5) 320 $338 $948 $(256) 27% $692 $129 94.53 $ 7.32 $1.37 $ 25 1% $ 66 1% $ 23 1% $ 52 1% $5,611 341 $5,270 2027E $5,163 98% $ 89 2% $5,251 19% $ 131 19% 3% $1,314 14% 25% $ 105 19% 2% $ 654 14% 12% $1,464 21% 28% $3,668 70% $1,584 $2 $1,586 30% $26 (6) 330 $350 $1,236 $(334) 27% $902 $152 96.37 $9.36 $1.57 $30 $ 66 $26 0% $ 60 1% $5,966 250 $5,716 40#42Goldman Sachs Summary Total Revenue % Growth Adjusted EBITDA (Unburdened by SBC) (-) Stock-Based Compensation Adjusted EBITDA (Burdened by SBC) % Margin (-) D&A Discounted Cash Flow Analysis Base Case ($ in millions) (+) Interest Income (-) Interest Expense (-) Other Expense / (Income), Net Pre-Tax Adjusted Net Income (-) Tax (excl. SBC) Tax Rate Adj. Net Income (Burdended by SBC excl. Tax Adj.) Adjusted Shares Outstanding Adj. Net Income (Burdended by SBC excl. Tax Adj.) per Share Unlevered Free Cash Flow Adjusted Net Income (excl. Tax Adj.) (+) D&A (-) Interest Income (+) Interest Expense (+) Other Expense / (Income). Net (-) CapEx (-) Change in NWC (-) Capital Deployment for M&A Unlevered Free Cash Flow PV of Free Cash Flow Tax Adjustments PV of Tax Adjustments P/E Multiple Method Terminal Year Net Income Terminal P/E Multiple Terminal Year Equity Value Terminal Year Net Debt Terminal Year Enterprise Value Implied PGR PV of Terminal Year Enterprise Value PV of Unlevered FCF Implied Enterprise Value (-) Net Debt (+) Investments (Using Cost Accounting Method) (+) Investments (Using Equity Accounting Method) (-) Contingent Liabilites (Eamouts from Acquisitions to Date) (-) NPV of Existing TRA (NPV of TRA Triggered by Change of Control Implied Equity Value DSO Implied Equity Value Per Share FOCS $842 9.0x $7.582 $5,270 $12,852 1.8 % $8,613 (2.363) $6.250 $(2,310) 20 10 (189) (138) (156) $3,487 85.1 $40.99 Tax Adi 2019A $1,218 $ 270 (18) $252 20.6% $1,077 $ 183 (54) 27.0% $128 75.04 $1.71 $722 330 $1.052 (11) 1 $1,052 85.1 $ 12.36 (58) (1) Total 2020A $1,361 11.7% $322 (22) $299 22.0% $13.929 2.4% (12) 0 (42) (0) $246 $9,335 (2.033) 27.0% $173 79.40 $2.18 (72) 2021A $1,798 32.1% $451 (32) $420 23.3% (15) 0 (55) (0) $350 (103) 27.0% $247 82.89 $2.98 2022E $7.302 $(2.310) 20 10 (189) (138) (156) Assumes $50 per share $4.539 85.1 $63.35 $2,123 18.1% $531 $500 23.6% (16) 0 (96) $385 (112) 27.0% $273 83.39 $3.27 Stub 30-Sep to 31-Dec 2022E $69 4 (0) 24 1 (5) (26) (164) $(98) $(97) $16 $16 2023E $2,450 15.4% $628 (33) $596 24.3% (19) 4 (195) $ 386 (113) 27.0% $273 85.17 $3.20 2023E $273 19 (4) 195 (16) (37) (881) $(450) $(420) $71 $66 2024E $3,012 23.0% $792 $761 25.3% (21) 4 (271) $ 473 (136) 27.0% $337 88.84 $3.79 (4) 271 (17) (129) (1,302) $(823) $(698) INVESTMENT BANKING DIVISION Year Ended December 31, 2024E $ 337 21 $87 $74 2025E $3,661 21.5% $1,018 (40) $978 26.7% (21) 4 (314) $ 647 (186) 27.0% $461 92.00 $5.02 2025E $461 21 314 (21) (132) (1.574) $(934) $(720) $ 107 $83 CONFIDENTIAL Source: Ferdinand Management projections, received 28-Nov-2022. Note: Capital deployment includes earnouts, mid-year discounting used assuming 9.875% discount rate. 1 Terminal year unlevered free cash flow excludes capital deployment for M&A. 2 Terminal year value of future tax adjustment based on projected tax intangible benefits from amortization of acquisitions through 2027 year end-see page 42 for detail. 2026E $4,415 20.6% $1,286 (52) $1,234 28.0% (23) 5 (320) $ 896 (256) 27.0% $641 94.53 $6.78 2026E $641 23 (5) 320 . (25) (66) (1,498) $(609) $(428) $129 $91 2027E $5,251 18.9% $1,586 (60) $1,526 29.1% (26) 6 (330) $1,176 (334) 27.0% $842 96.37 $8.74 Terminal Year 2027E $842 Future Tax Adj. $1,077 $722 41#43Goldman Sachs Terminal Year Projected Future Tax Adjustments INVESTMENT BANKING DIVISION Tax Adjustment Discount Rate Base Case ($ in millions) Total Intangibles Amort. For Tax Calculations Proforma Tax Rate Discount Factor 2026 YE PV of Tax Adjustment Total PV of Future Tax Adj. as of 2026 YE 9.875 % $1,077 Source: Ferdinand Management, received 28-Nov-2022. 2027E $ 561 27.0% $152 0.94 $143 2028E $ 598 27.0% $ 161 0.86 $ 139 2029E $ 595 27.0% $ 161 0.78 $125 2030E $ 589 27.0% $ 159 0.71 $ 113 2031E 2032E 2033E $575 $ 560 $ 537 27.0% 27.0% 27.0% $155 $ 151 $145 0.65 $100 0.59 $89 0.54 $78 2034E $ 503 27.0% $136 0.49 $ 66 2035E 2036E 2037E $483 $445 $377 27.0% 27.0% 27.0% $ 130 $ 120 $102 0.44 $ 58 0.40 $49 0.37 $ 37 2038E $ 342 27.0% $92 0.34 $31 CONFIDENTIAL 2039E $ 279 27.0% $75 0.31 $ 23 2040E $ 203 27.0% $55 0.28 $15 2041E $ 119 27.0% $32 0.25 $8 2042E $34 27.0% $9 0.23 $2 42#44Goldman Sachs Illustrative LBO Capitalization and Sources & Uses Sources Existing Debt Carryover Sponsor Equity Total Sources Returns Analysis NTM P/E Exit Multiple Exit NTM EPS (incl. Tax Adjustments) Implied Exit Share Price Sponsor Shares (mm) Implied Sponsor Exit Equity Value Entry Sponsor Equity Years Held MOIC IRR Exit NTM P/E 8.0 x 9.0 x 10.0 x 11.0 x 12.0 x 2026E MOIC $ 45.00 1.8 x 2.0 x 2.2 x 2.5 x 2.7 x Purchase Share Price $ 55.00 I $ 50.00 1.6 x 1.8 x 2.0 xi 2.2 x 2.4 x 1.5 X 1.7 x 1.9 x 2.0 x 2.2 x Source:Ferdinand Management projections, received 28-Nov-2022. $mm $2,532 4,598 $ 6,767 $ 60.00 1.4 x 1.5 x 1.7 x 1.9 x 2.0 x Uses Existing Debt Equity Purchase Price Estimated TRA Value Transaction Expenses Total Uses 2022E 4,598 Exit NTM P/E 2023E 10.0 X $ 5.12 $51.24 85.1 $4,360 4,598 1 0.9 x (5)% $4.3bn equity purchase price assumes $50.00 acquisition share price 8.0 x 9.0 x 10.0 X 11.0 x 12.0 x 2024E 10.0 x $6.62 $66.18 85.1 $5,631 4,598 $ 45.00 16% 19% 22% INVESTMENT BANKING DIVISION 2 1.2 x 11% 2026E IRR 25 % 28% CONFIDENTIAL $ 50.00 13 % 16 % 19% 22% 25 % 2025E 10.0 x $8.69 $ 86.91 85.1 $7,394 4,598 3 1.6 x 17% Purchase Share Price $ 55.00 10% 14 % 17% 19 % 22% $mm $ 2,532 4,254 294 50 $6,767 2026E 10.0 X $10.93 $ 109.34 85.1 $ 9,302 4,598 4 2.0 x 19% $ 60.00 8% 11 % 14% 17% 20% 43#45Goldman Sachs Appendix B. Transaction Process Materials INVESTMENT BANKING DIVISION CONFIDENTIAL#46Goldman Sachs Description Pros Cons Sale Process Alternatives Full Auction Process Contact broad list of credible potential buyers prior to signing of transaction * Increases probability of maximizing valuation / terms Provides greatest protection to Board Buyers more likely to engage in full auction process relative to post-announcement alternatives *Limited number of motivated, credible buyers at high premium levels; large equity check * * Higher degree of leak risk; difficult for a public company to manage Requires longer time period to execute Some bidders may not participate in broad auction process ■ ■ "Market Check" Pre-Signing Contact a focused number of potential buyers prior to signing of a definitive agreement Contact typically made in the 2-4 week period prior to targeted signing Process may be extended if any buyers express legitimate interest Provides opportunity for Board to check other buyers' potential interest prior to signing Potential buyers may be more willing to engage pre-signing vs. post-announcement No break fee, private vs. public forum, not "breaking-up" signed deal, etc. As a public company, Focus is well known to most potential buyers, allowing them to move quickly if interested May be undertaken as long as not limited by an exclusivity agreement with the bidder * Depending on timing, may have shorter period for parties to complete due diligence, which may modestly discourage some potential buyers from participation Significant leak risk * * Typically contact "focused" list of potential buyers rather than exhaustive list * Reaction from the initial bidder? Potential to lose interest ■ ■ "Go-Shop" Provision Will allow active solicitation of other buyers for a period of time after signing definitive merger agreement During the go-shop period, the level of deal protection may be reduced Typically includes a reduced termination fee during the go-shop period ✓ Provides structured opportunity to proactively / openly pursue other potential buyers Easier for buyer to engage under "go-shop" provision relative to only including fiduciary out provision More common in PE-led take private * Some potential buyers may still be reluctant to engage / "break-up" public deal * Other buyers may be reluctant to pay break-up fee, even if at a lower level I ✓ * INVESTMENT BANKING DIVISION CONFIDENTIAL Fiduciary Out Standard in M&A purchase agreements for public company targets Allows Board to terminate the deal to accept a superior offer from another company - typically subject to termination fee Common / routine provision Likely no objection from the bidder Some buyers may be reluctant to "break-up" a publicly announced deal * Requires payment of termination / break-up fee 45#47Goldman Sachs Alternatives: Overview Key Benefits Treatment of TRAS in Precedent Change of Control Transactions Key Considerations Precedent Transactions Source: Company Filings * * Full Upfront Payout per TRA Terms Simplicity Elimination of the TRA ☐ TRA accelerates and is paid TRA holder agrees to partial upfront reduction in upfront payment, but remaining payment is still made Payment requires additional upfront financing Requires buyer to underwrite the value of the acquired tax assets - Buyer exposed to risk that tax rates or taxable income drop * Could create litigation risk if viewed as differential M&A consideration to TRA holders - Likely involves special committee of target's Board VWR We Enable Science AdvancePierre Å ATHLON DERCY Foods G GRAHAM PACKAGING COMPANY NORCRAFT COMPANIES B CHANGE HEALTHCARE * * Reduced, Upfront TRA Payout * Mitigates the upfront cost May free up borrowing capacity to pay the necessary purchase price for target's equity Challenging to reach agreement if TRA holders do not stand to benefit from the M&A premium - For instance, if they no longer own material amount of target equity Still requires additional upfront financing Still requires buyer to underwrite the value of the acquired tax assets Buyer exposed to risk that tax rates or taxable income drop PLURALSIGHT ✓ x Negotiate for TRA Crystallization TRA to crystallize payments under a change of control Eliminates financing challenges for the buyer Easier to sell to the TRA holder who still gets paid for tax assets Future TRA payments may far exceed the actual tax benefits to the buyer Crystallized payments assume adequate taxable income TRA holder remains exposed to future tax reform risk - Ply Gem D Negotiate for Change of Control Waiver TRA stays in place, as if no change of control had happened No acceleration payment ✓ May be most feasible where tax assets covered by the TRA have limited value to the buyer (pro forma) and target (standalone) x Negotiation may be challenged, as TRA holders relinquish their rights to current TRA payment * TRA holders become exposed to buyer's tax planning and operations of the target business * TRA holder remains exposed to future tax reform risk DynaVox INVESTMENT BANKING DIVISION Artio Global Investors emdeon CONFIDENTIAL Full or Partial Waiver of TRA E ■TRA holders agree to forfeit their rights to current and future payments under the TRA Simplicity No acceleration payment Eliminating TRA obligation reduces ongoing complexity of TRA administration * Significant concession for TRA holder, particularly if covered tax assets have economic value for buyer UCP McAfee GreenSky FORTRESS NECE FIFTHSTREET 46#48Goldman Additional Detail of Upfront TRA Payments in Sachs Change of Control Transactions A B Target Change Healthcare Plurasight VWR Advance Pierre Norcraft Companies Athlon Energy Graham Packaging Acquirer United Health Vista Equity Partners New Mountain Capital Tyson Foods Fortune Brands Encana Reynolds Group Source: Company Press Releases, Merger Agreements and Public Filings. Transaction Close Pending 4/6/2021 11/21/2017 6/7/2017 5/12/2015 11/13/2014 9/8/2011 Total Deal TRA Payment Consideration ($mm) Amount ($mm) $ 12,686 $3,416 $6,418 $4,394 $ 547 $6,612 $ 4,369 Not Disclosed $ 127 $56 $ 224 INVESTMENT BANKING DIVISION $44 Not Disclosed $ 245 CONFIDENTIAL TRA Payment as a % of Deal Consideration Not Available 4% 1% 5% 8% Not Available 6% 47#49Goldman Sachs Change of Control Definition INVESTMENT BANKING DIVISION Waiver and Amendment No. 10 to First Lien Credit Agreement - November 28, 2022 CONFIDENTIAL A Change of Control occurs if: At any time prior to an IPO, the Permitted Holders cease to own in aggregate at least 35% voting stock of Borrower OR If any person other than Permitted Holders acquire over 35% of the voting stock Unless (in both cases): - Permitted Holders still have the right to elect at least a majority of the board of directors ■ Permitted Holders: Ferdinand Change of Control Definition Initial Investors and their Affiliates Members of management of the Borrower and its Subsidiaries ■ Initial Investors: Stone Point Capital LLC & Affiliates KKR Freya Aggregator L.P. Trident FFP LP CP Falcon AIV L.P. - Centerbridge Capital Partners SBS II, L.P. CCP IIV Falcon AIV - Management 48#50Goldman Sachs Appendix C. Additional Materials INVESTMENT BANKING DIVISION CONFIDENTIAL#51Goldman Sachs Ferdinand Equity Capitalization (in millions, except per share data) Basic Shares Outstanding Common Shares Outstanding - Class A Common Shares Outstanding - Class B Total Basic Shares Outstanding Potentially Dilutive Securities Incentive Units Stock Options² Restricted Common Units Restricted Stock Units Total Fully Diluted Equity Value Type of Unit Class A Class B Incentive NQSO NCO RCU RSU Holders of Unit Public Shareholders, Stone Point LLC Owners (Advisors, Management/ Employees, Stone Point) Advisors, Management, Other Hold Co. Employees Advisors, Other Hold Co. Employees Advisors, Other Hold Co. Employees Management, Other Hold Co. Employees Other Hold Co. Employees LLC or Corp. Corp. Corp. LLC Corp. Corp. LLC Corp. Total Equity Linked Instruments Reported in Latest Applicable SEC Filing 30-Sep-2022 Voting Yes Yes No No 2 22 65.9 11.7 77.5 16.2 2.2 0.2 0.2 96.2 Provided by Client as of 18-Oct-2022¹ Performance Vest? No No Some units subject to performance vest Some units subject to performance vest No No INVESTMENT BANKING DIVISION No 65.9 11.7 77.6 13.4 2.0 0.1 0.1 93.2 CONFIDENTIAL Fully Diluted Shares at Transaction Price (Treasury Method) 65.9 11.7 77.6 6.8 0.5 0.1 0.1 85.1 $ 50.00 $4,254 Source: Management, Company filings, Cap/Q. ¹ Assumes normal Dec-2022 time-based vesting. 2 Includes Non-Compensatory Options (NCOS) and Non-Qualified Stock Options (NQSOS). 50#52Goldman Sachs Ferdinand Enterprise Value Bridge ($ in millions) Price per Share Diluted Shares Outstanding Fully Diluted Equity Market Capitalization Net Debt (+) Debt (-) Cash and Marketable Securities Total Net Debt Enterprise Value Before Adjustments Enterprise Value Adjustments (-) Investments (Using Cost Accounting Method) (-) Investments (Using Equity Accounting Method) (+) Contingent Liabilities (Earnouts from Acquisitions to Date) (+) NPV of Existing TRA¹ Enterprise Value With Non-Transaction Adjustments Transaction Adjustments (+) NPV of TRA Triggered by Change of Control Enterprise Value With All Adjustments As of 30-Sep-2022 Standalone Value $31.51 85.1 $ 2,681 $ 2,439 (129) $ 2,310 $4,991 $(20) (10) 189 138 $ 5,288 $5,288 Transaction Value $ 50.00 85.1 $ 4,254 $ 2,439 (129) $2,310 $6,564 $(20) Includes Smart Asset (10) 189 138 $6,861 $ 156 $7,017 INVESTMENT BANKING DIVISION CONFIDENTIAL Per Earnings Supplement / Principal Outstanding Per Balance Sheet Comments Includes Osbourne Partners and Beryllus Source: Management, Company filings, CapIQ. Market data as of 30-Sept-2022.¹ Debt not pro forma for current financing that is in-market. Per 9/30/2022 Balance Sheet Stone Point and 5 NEOs comprise 19% GS estimate based on management provided estimates 51|