#1Investor Presentation December 2021 IP PowerSchool#2Forward-Looking Statements Any statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including our financial outlook and descriptions of our business plan and strategies. Forward-looking statements are based on PowerSchool management's beliefs, as well as assumptions made by, and information currently available to, them. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have," "likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: potential effects on our business of the COVID-19 pandemic; our history of cumulative losses; competition; our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions; our ability to sustain and expand revenues, maintain profitability, and to effectively manage our anticipated growth; our ability to retain, hire and integrate skilled personnel including our senior management team; our ability to identify acquisition targets and to successfully integrate and operate acquired businesses; our ability to maintain and expand our strategic relationships with third parties, including with state and local government entities; the seasonality of our sales and customer growth; our reliance on third-party software and intellectual property licenses; our ability to obtain, maintain, protect and enforce intellectual property protection for our current and future solutions; the impact of potential information technology or data security breaches or other cyber-attacks or other disruptions; and the other factors described under the heading "Risk Factors" in the Company's prospectus dated July 27, 2021, filed with the Securities Exchange Commission ("SEC") in connection with our IPO. Copies of such filing may be obtained from the Company or the SEC. We caution you that the factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements reflect our beliefs and assumptions only as of the date of this presentation. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. PowerSchool 2#3| PowerSchool P The leading cloud software for K-12 education 45M+ Students as PowerSchool Customers 70%+ of All Students Reached in the U.S. and Canada Comprehensive Vertical SaaS Solution IP 12K+ School and District Organizations $528M Annual Recurring Revenue (ARR)' Mission-critical for Essential and Resilient K-12 Vertical EA $ Highly Predictable and Profitable Financial Profile 1 ARR as of September 30, 2021. See definitions of key business metrics included in this presentation. 2 Adjusted EBITDA margin for the nine months ended September 30, 2021. See reconciliation of non-GAAP measures included in this presentation. 31% YTD Adjusted EBITDA Margin² EA Multiple levers to Continue Double- Digit Revenue Growth 3#4Ο > PowerSchool Our mission is to power the education ecosystem with unified technology that helps educators and students realize their potential. 4#5> PowerSchool IP Our Combination of Winning Strategies Market Leader in K-12 SaaS Solutions Well-Positioned to Capture Resilient, Large, and Growing Software and Personalized Learning Market Best-in-Class, Most Comprehensive Cloud Solution Improving Education Outcomes Extensive Distribution Engine Selling Across All States, Districts, Size, and Personas Strong Growth Trajectory with Proven M&A Track Record to Drive Double Digit Growth Highly Recurring, Predictable, Profitable, and Scalable Financial Profile SILVER 2021 STEVIE WINNER FOR SALES & CUSTOMER SERVICE GOLD 2021 STEVIE WINNER AMERICAN BUSINESS AWARDS CX Innovators Awards. TECH LEARNING AWARDS OF EXCELLENCE REMOTE LEARNING WINNER EXCELLENCE IN //CODIE// CUSTOMER SERVICE 20 AWARD 21 2021 SIIA CODIE WINNER THE EDTECH AWARDS THE EDTECH AWARDS 2021 GLOBEE AWARDS GRAND WINNER SALES AND SERVICE EXCELLENCE AWARDS 2021 GLOBEE AWARDS GOLD WINNER SALES AND SERVICE EXCELLENCE AWARDS 2021 GLOBEE AWARDS SILVER WINNER SALES AND SERVICE EXCELLENCE AWARDS 2021 GLOBEE AWARDS BRONZE WINNER SALES AND SERVICE EXCELLENCE AWARDS COOL TOOL FINALIST 2021 LEADERSHIP WINNER 2021 THE EDTECH AWARDS COOL TOOL WINNER 2021 5 сл#6Most Mission-Critical Suite for K-12 PowerSchool's Unified Platform drives workflows that are necessary for operating any K-12 organization SIS and Enrollment Grades, Attendance, Scheduling, Discipline, Health, and Federal & State Reporting Unified Classroom Schoology LMS/Classroom Instruction, Assessments, Special Programs Management Unified Classroom Unified Insights™ Powered by Hoonuit Unified Administration* PowerSchool Student Information Systems and Enrollment Talent Unified Unified Administration Finance, HR, and Payroll (ERP) Unified Talent Job Board, Applicant Tracking, Employee Records, Substitute Management, Professional Learning, Staff Evaluation Unified Insights Student & Community Engagement, Predictive Early Warning/RTI, ESSA & Accountability, Finance & HR Insights Unified Home Student Portal, Parent Portal, Mobile Applications PowerSchool Unified Home Unified Communities Unified Communities Naviance/College and Career Exploration and Planning 6#7Serving as the K-12 System of Record, Engagement, and Intelligence System of Record & Engagement Predictive Early Warning/RTI ESSA & Accountability Finance | HR | Payroll Unified Administration Schoology Learning | Special Progr Performance Matters Assessmen Unified Classroom System of Engagement & Engagement Predictive Early Warning/RTI ESSA & Accountability Finance | HR | Payroll Unified Administration By w Student Analytics & Engagemer as Enrollment & Location Analytics Schoology Learning | Special Programs Performance Matters Assessmen Unified Home Mobile | Parent Portal Student Portal Unified Classroom crumbsence Management Recruit Hire | Onboard | Develo Finance & HR Insights junuw Unified Talen Community Engagen Unified Communities Naviance (CCLR Framework) Job Board Partnerships Finance & HR Insights quaw wu I gecruit | Hire | Onboard | Develop Unified Talent System of Intelligence Predictive Early Warning/RTI Finance | HR | Payroll Unified Administration Accountability Finance & HR Insights que | Hire | Onboard Recruit Hire Absence Talent Unified ard | Develop - Schoology Learning | Special Programs Performance Matters Assessment Buy & Student Analytics & Engagement Unified Home Mobile | Parent Portal Student Portal Location Analytics Unified Classroom nt Anal s Enrollment & Location Analytics PowerSchool Student Information Systems and Enrollment Unified Home Mobile | Parent Portal Student Portal Unified Insights Powered by Hoonuit Leading K-12 SIS provider in the United States Core hub for all student data from grades, attendance, health and enrollment Data powers everyday learning, teaching, and school operations | PowerSchool + Prewer Student Information Systems and Enrollment CUnified Naviance (CCLR Framework) Job Board Partnerships Unified Insights Powered by Hoonuit Community Engager Fosters collaboration and engagement between teachers, administrators, students and parents for better student outcomes Enables the powerful conversions of user and decision-making ecosystems + 0 PowerSchool Student Information Systems and Enrollment Unifies Naviance (CCLR Framework") Job Board Partnerships Unified Insights Powered by Hoonult Community Engagem Enables data-informed decision making to drive student and educator success Real-time insights with reporting tools and dashboards Predictive modeling and machine learning for personalized learning Better Student Outcomes 7#8Well-Positioned to Drive Personalized Education Data and Engagement Enable Opportunity for Revolutionary Insights and Personalization 1:41 aria 90-5-13 56 itions Personalized Learning Teaching Tennessee: 6th Grade Math Lesson 1 42K views 6 months ago Machine learning-driven personalized Which angle can be created using two perpendicular lines? 45° 180° ° 90° 360° Next ▸ assessment sent to student PowerSchool PERSONALIZATION PROFESSIONAL LEARNING Learning gap identified and alerted teachers & parents SIS INSTRUCTION ASSESSMENT Systems of record & engagement identify opportunity to 'intervene' INTERVENTION COLLEGE & CAREER READINESS 00 8#9Leading Provider in the Competitive Landscape ~50% of new ARR¹ from opportunities with no competition, typically replacing: • . Pen & paper Spreadsheets Legacy systems PowerSchool 1 See definitions of key business metrics included in this presentation. Student Information System Classroom Talent Administration Insights College & Career Readiness PowerSchool Reach ~19M Students ~19M Students TOP COMPETITORS Infinite Campus SKYWARD® Edupoint® INSTRUCTURE illuminate education ~26M Students Customers in 48 States & Provinces 12 State Contracts frontline education. tyler technologies BrightBytes 40% of High Schoolers xello 9#10Serving Every Major Type of K-12 Organization Public Schools of North Carolina State Board of Education Department of Public Instruction COUNTY SCHO SHELBY Excellence since HER Calgary Board of Education Public Schools 12K+ school and district organizations Compliance reporting in 45 U.S. states and 5 Canadian provinces 30 state-, province-, and territory-wide contracts across the U.S. and Canada IP P P פן State-Level : Agreement LDOE Louisiana Department of EDUCATION tdsb Toronto District School Board Delaware SAN DI DIEGO UNIFIED SCHOOL DISTRICT SCHOOL HIGH Dadion of Excellence DIST CHARTER SCHOOLS. USA Plan Ceibal Uruguay SEATTLE PUBLIC SCHOOLS Santa Clara County Office of Education Department of Education SOUTH CAROLINA STATE DEPARTMENT OF EDUCATION DETROIT PUBLIC SCHOOLS COMMUNITY DISTRICT PowerSchool Reaching over 45M students globally Contracts with over 90 of the 100 largest districts in the U.S. 10#11Significant Growth Opportunity with Clear Path to Multi-Billion Dollar Business Whitespace Cross-sell to existing customer base PowerSchool Greenfield Sell to districts not served by PowerSchool today M&A and Platform Expansion Continue to acquire and organically innovate into highly strategic adjacencies Personalized Learning AI/ML-based content recommendations for personalized learning paths International Expand into the international market representing most of the global population 11#12The K-12 Education Market is Large & Expanding HIGHLY RESILIENT and Growing End-Market 3RD-HIGHEST discretionary spend category by the United States Government >$7B OF US/CANADA K-12 IT spending is allocated towards software and IT services² COVID-19 HAS DRAWN MORE ATTENTION to education and the technology gap, with an expected growth in K-12 funding U.S. K-12 Total Expenditures¹ $811B $783B $757B $732B $670B $692B $709B $644B 2018 2019 2020 2021 2022 2023 2024 2025 External IT Spending in U.S. and Canada K-12 Schools² >7% CAGR $18.0B $16.5B $15.3B $14.8B $13.9B $12.6B $11.8B $10.8B 2018 2019 2020 2021 2022 2023 2024 2025 1 U.S. Department of Education National Center for Education Statistics: Project of Education Statistics. Represents unadjusted (or "current") dollars that have not been adjusted to compensate for inflation. PowerSchool 2 Gartner. 12#13Large, Underpenetrated TAM with Strong Tailwinds Current ARR Represents a Fraction of US and Canada K-12 Software spending of $7B Current ARR Current Software and IT Services Spend $0.5B ($ in Billions) >$7B U.S. and Canada Spending¹ International + Personalized Learning + B2C TAM >$25B Global TAM² >$100B Personalized Learning³ Current PowerSchool ARR is a fraction of both US/CAN TAM and whitespace On average, customers have ~2 of 15 available PS products Represents over 1.3 billion students globally Uniquely positioned to deliver Personalized Learning and B2B & B2C Spend³ on supplemental education. PowerSchool 1 Gartner 2 Frost & Sullivan 3 HSBC, "The Value of Education", 2017 13#14Unified Platform Enables Cross-Sell Platform strategy and two-pronged GTM approach maximizes cross-sell by leveraging integration, deep relationships, and product expertise: DETROIT PUBLIC SCHOOLS COMMUNITY DISTRICT LABA STA 1854 ATE DEPARTME MA Detroit Public Schools, MI Alabama State DOE ORADO D11 SCHOOLS PRINGS Colorado Springs School District 11, CO Delaware Department of Education Delaware DOE PowerSchool 1 NRR as of September 30, 2021. See definitions of key business metrics included in this presentation. ~2 Products Per Customer Out of 15 Available 106% Net Revenue Retention Rate (NRR)¹ >2,300 Sales Transactions of $10K or Higher in 20201 14#15Building on Strong Tailwind Strong stimulus and ongoing funding increase Higher usage, adoption, and demand across our solutions Uniquely positioned to drive holistic digital transformation, identify at-risk students, and accelerate learning gains: $13B of additional funding from CARES (March 2020)1 $122B of additional funding from ESSER III for next 3 years (March 2021)1 $54B of additional funding from ESSER II (December 2020)1 Only ~2% of $122B ESSER III funds spent (as of September 2021)² TEA Texas Education Agency 2-Year State- Level LMS Using CARES Funding $3,460 per student, per district to be spent over next 3 years³ PowerSchool 1 U.S. Department of Education 2 Edunomics Lab at Georgetown University 3 $3,460 calculated as follows: $13B+ $54B + $128B = $195B / 56.343M students (NCES 2021P) = $3,460 15#16Proven Platform for M&A 5 Strategic Acquisitions Since 2019 Focus on Product-Driven, Growth Accretive Targets History of Meeting or Exceeding Integration and Value Creation Targets Universe of 120+ Partners Provides Unique Vantage into Adjacencies Rapid Value Expansion Increase Share of Wallet Potential Established Integration Playbook S schoolOGY A PowerSchool Unified Classroom Product Leading provider of Learning Management Systems to K-12 districts in the U.S. ~5M students added in 2020 PowerSchool 16#17Financial Highlights Profitable & Consistent Top-Line Growth EA 106% Net Revenue Retention Rate (NRR)1 85% Recurring Revenue Mix² 68% Adjusted Gross Margin² $528M Annual Recurring Revenue (ARR)¹ 31% Adjusted EBITDA Margin² EA $ EA Double- Digit Cloud Growth Highly Predictable Revenue Stream PowerSchool $ Demonstrated Cross-Sell Growth Opportunity Strong and Expanding Margin Profile Proven M&A Track Record 1 ARR and NRR as of September 30, 2021. See definitions of key business metrics included in this presentation. 2 Results for the nine months ended September 30, 2021. See reconciliation of non-GAAP measures included in this presentation. 17#18Premium Financial Profile Profitable and consistent top-line growth driven by cross-sell and retention success 31% YTD Adjusted EBITDA Margin¹ 68% YTD Adjusted $413M Total YTD Revenue¹ 85% YTD Recurring Revenue¹ Gross Margin¹ PowerSchool 1 Results for the nine months ended September 30, 2021. See reconciliation of non-GAAP measures included in this presentation. 2 Revenue guidance for FY 2021. $285 $234 (82%) $365 24% CAGR $308 (84%) $435 $371 (85%) 2018 2019 2020 ARR $322 $372 Revenue Recurring Revenue $ in millions $427 18#19Clear Capital Allocation Priorities 1 Growth accretive opportunities In-year opportunities that expand platform and are accretive to margins and overall financial profile 2 Strategic M&A Focused on leading products that can scale and have connectivity into core products like SIS Careful evaluation of buy, build or partner • Long-term focus on building out personalized learning vision • 3 Deleveraging Reduced net debt by $810M in Q3 of 2021 Long-term net leverage target of 3x-4x PowerSchool 19#20Significant Progress on Deleveraging $1,454 $1,461 10.1x 9.0x Reduced net debt by 55% post-IPO $651 4.1x 1Q21 2Q21 3Q21 Net debt Net leverage ratio (TTM) • Long-term Net Leverage Target 3x - 4x During Q3 2021, used IPO proceeds and cash from operations to repay in full: $320M outstanding principal on Bridge Loan $365M on Second Lien term loans $95M on Revolver $69.1M on Incremental Facility Only First Lien term loans remain outstanding, with July 2025 maturity Predictable recurring revenue, stable customer base and profitable business model create comfort in operating with debt balance PowerSchool Note: Net leverage ratio defined as net debt at end of period divided by adjusted EBITDA over the trailing twelve months. Net debt is defined as total debt less cash and cash equivalents. 20#21PowerSchool's Impact on Education: Driving Social Impact EVERETT PUBLIC SCHOOLS Halved Dropout Rate +38% Graduation Rate IMPROVING Student Santa Clara Unified School District -50% Suspensions for Latinx Students +5.1% Increase in Graduation Rate Outcomes * + \lief Independent School District +37% AP Test Pass Rate כן ~18 Million PowerSchool SIS Mobile App Downloads IMPROVING S schooloGY® A PowerSchool Unified Classroom™ Product >8 Trillion Student Interactions Education Engagement → SchoolOGY BRYAN INDEPENDENT SCHOOL DISTRICT in 2020 97% Learner Engagement | PowerSchool 21#22PowerSchool Experienced Management Team Established team with K-12, enterprise software, and public company experience Hardeep Gulati CEO 23 Years of Relevant Experience ORACLE sumtotal Eric Shander CFO 29 Years of Relevant Experience Red Hat Lenovo IBM Craig Greenseid CHIEF REVENUE OFFICER Blackboard 21 Years of Relevant Experience AUTODESK. IBM Maulik Datanwala CHIEF OPERATING OFFICER 16 Years of Relevant Experience sumtotal Marcy Daniel CHIEF PRODUCT OFFICER 27 Years of Relevant Experience Devendra Singh CHIEF TECHNOLOGY OFFICER 28 Years of Relevant Experience agile ORACLE Anthony Miller CHIEF MARKETING OFFICER 14 Years of Relevant Experience Lanyon ACTIVE network... Alan Taylor SVP CORPORATE DEVELOPMENT 10 Years of Relevant Experience VISTA EQUITY PARTNERS MITRATECH interactive achievement PowerSchool 22#23| PowerSchool IP Appendix 23#24Definitions of Key Business Metrics Annualized Recurring Revenue ("ARR”) ARR represents the annualized value of all recurring contracts as of the end of the period. ARR mitigates fluctuations due to seasonality, contract term, one-time discounts given to help customers meet their budgetary and cash flow needs and the sales mix for recurring and non-recurring revenue. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast, and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. Net Revenue Retention Rate ("NRR") We believe that our ability to retain and grow recurring revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of the value we deliver to them through upselling and cross selling our solution portfolio. We assess our performance in this area using a metric we refer to as Net Revenue Retention Rate ("NRR”). Beginning in the first quarter of 2021, we intend to exclude from our calculation of NRR any changes in ARR attributable to Intersect customers, as this product is sold through our channel partnership with EAB and is pursuant to annual revenue minimums, therefore the business will not be managed based on NRR. We calculate our dollar-based NRR as of the end of a reporting period as follows: •Denominator. We measure ARR as of the last day of the prior year comparative reporting period. ⚫Numerator. We measure ARR from renewed and new sale opportunities booked as of the last day of the current reporting period from customers with associated ARR as of the last day of the prior year comparative reporting period. The quotient obtained from this calculation is our dollar-based net revenue retention rate. Our NRR provides insight into the impact on current year recurring revenues of expanding adoption of our solutions by our existing customers during the current period. Our NRR is subject to adjustments for acquisitions, consolidations, spin-offs and other market activity. PowerSchool 24 24#25Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly- titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Adjusted Gross Profit: Adjusted Gross Profit is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to gross profit, as determined in accordance with GAAP. We define Adjusted Gross Profit as gross profit, adjusted for depreciation, unit-based compensation expense, restructuring and acquisition-related expenses and amortization of acquired intangible assets and capitalized product development costs. We use Adjusted Gross Profit to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operating plans. We believe that Adjusted Gross Profit is a useful measure to us and to our investors because it provides consistency and comparability with our past financial performance and between fiscal periods, as the metric generally eliminates the effects of the variability of depreciation, unit-based compensation, restructuring expense, acquisition-related expenses, and amortization of acquired intangibles and capitalized product development costs from period to period, which may fluctuate for reasons unrelated to overall operating performance. We believe that the use of this measure enables us to more effectively evaluate our performance period-over-period and relative to our competitors. Adjusted EBITDA: Adjusted EBITDA is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to net income (loss), as determined by GAAP. We define Adjusted EBITDA as net (loss) income adjusted for net interest expense, depreciation and amortization, provision for (benefit from) income tax, unit-based compensation expense, management fees, restructuring expense, and acquisition-related expense. We use Adjusted EBITDA to understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans. We believe that Adjusted EBITDA facilitates comparison of our operating performance on a consistent basis between periods and, when viewed in combination with our results prepared in accordance with GAAP, helps provide a broader picture of factors and trends affecting our results of operations. PowerSchool 25#26Non-GAAP Financial Measures These non-GAAP financial measures have their limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, these non-GAAP financial measures should not be considered as a replacement for their respective comparable financial measures, as determined by GAAP, or as a measure of our profitability or liquidity. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, see "Non-GAAP Reconciliations." PowerSchool 26#27Non-GAAP Reconciliations Adjusted Gross Profit PowerSchool Holdings, Inc. ($ in thousands, except percentages) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gross Profit Depreciation Share-based compensation (1) Restructuring (2) Acquisition-related expense (3) Amortization Adjusted Gross Profit % Gross Profit Margin (4) % Adjusted Gross Profit Margin (5) $ 85,620 $ 67,504 $ 237,486 $ 180,238 489 403 1,322 1,172 1,324 81 1,486 242 905 434 2,385 851 233 142 484 330 12,604 9,468 36,374 27,616 $ 101,175 $ 78,032 $ 279,537 57.5% 58.4% 57.6% $ 210,449 56.5% 67.9% 67.5% 67.8% 66.0% (1) Refers to expenses flowing through gross profit associated with unit-based compensation. (2) Refers to expenses flowing through gross profit related to migration of customers from legacy to core products, and severance expense related to offshoring activities, facility closures and executive departures. (3) Refers to expenses flowing through gross profit incurred to execute and integrate acquisitions, including retention awards and severance for acquired employees. (4) Represents gross profit as a percentage of revenue. PowerSchool (5) Represents Adjusted Gross Profit as a percentage of revenue. 27 27#28Non-GAAP Reconciliations Adjusted EBITDA PowerSchool Holdings, Inc. ($ in thousands, except percentages) 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 2020 $ (25,128) $ 427 $ (27,190) $ (28,844) Net (loss) income Add: Amortization 27,530 21,573 79,562 64,434 Depreciation 1,667 1,838 4,950 Net interest expense (1) 12,857 15,796 51,409 5,712 52,655 Loss on extinguishment of debt 12,905 Income tax benefit (2,685) 106 12,905 (20,035) 64 Share-based compensation 10,719 1,398 13,455 4,220 Management fees (2) 424 307 615 803 Restructuring (3) 839 882 Acquisition-related expense (4) 923 551 3,576 8,662 1,670 2,890 Adjusted EBITDA $ 40,051 $ 42,878 $127,909 $ 103,604 Adjusted EBITDA Margin (5) 26.9% 37.1% 31.0% 32.5% (1) Interest expense, net of interest income. PowerSchool (2) Refers to expense associated with collaboration with our principal stockholders and their internal consulting groups. (3) Refers to costs incurred related to migration of customers from legacy to core products, remaining lease obligations for abandoned facilities, severance expense related to offshoring activities, facility closures, and executive departures, and event cancellation fees related to COVID-19. (4) Refers to direct transaction and debt-related fees reflected in our acquisition costs line item of our income statement and incremental acquisition-related costs that are incurred to perform diligence, execute and integrate acquisitions, including retention awards and severance for acquired employees, and other transaction and integration expenses. These incremental costs are embedded in our research and development, selling, general and administrative and cost of revenue line items. (5) Represents Adjusted EBITDA as a percentage of revenue. 28