Sterling IPO Presentation Deck

Disclaimer Sterling Check Corp. (Sterling, the "Company" "we" or "us") has filed a registration statement, as amended (including a preliminary prospectus) on Form 5-1 (File No. 333-259113) with the SEC for the offering to which this presentation relates. The registration statement has not yet become effective. The securities proposed to be offered pursuant to such registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Before you invest, you should read the preliminary prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at http://www.sec.gov. Alternatively, copies of the preliminary prospectus may be obtained from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus nydiny.email.gs.com JP. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus [email protected] or Morgan Stanley & Co. LLC, Attr: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. FORWARD-LOOKING STATEMENTS This presentation (including the verbal information and discussion relating to these materials) contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as "aim," "anticipate""believe" "continue." "could," "estimate" "expect," "intend," "may." "might," "opportunity." "plan," "potential" "predict," "projection," "seek" "should," "will" or "would" or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including our expectations about market trends, our market opportunity and the growth of our various markets, our expansion into new markets, the size of our total addressable market, market trends, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this presentation are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements, or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: changes in economic, political and market conditions and the impact of these changes on our clients' hiring trends; the sufficiency of our cash to meet our liquidity needs; the possibility of cyberattacks, security vulnerabilities and internet disruptions, including breaches of data security and privacy leaks, data loss and business interruptions; our ability to comply with the extensive U.S. and foreign laws, regulations and policies applicable to our industry, and changes in such laws, regulations and policies; our compliance with data privacy laws and regulations potential liability for failures to provide accurate information to our clients, which may not be covered, or may be only partially covered, by insurance: the possible effects of negative publicity on our reputation and the value of our brand: our failure to compete successfully; our ability to keep pace with changes in technology and to provide timely enhancements to our products and services, the impact of COVID-19 on global markets, economic conditions and the response by governments and third parties; our ability to cost-effectively attract new clients and retain our existing clients; our ability to grow our identity as a service offerings; our success in new product introductions and adjacent market penetrations; our ability to expand into new geographies, our ability to pursue strategic mergers and acquisitions; design defects, errors, failures or delays with our products and services systems failures, interruptions, delays in services, catastrophic events and resulting interruptions; our ability to implement our business strategies profitably; our ability to retain the services of certain members of our management inadequate protection of our intellectual property; and our ability to implement, maintain and improve effective internal controls and remediate the material weakness described elsewhere in this presentation. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this presentation are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition, and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this presentation, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this presentation speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this presentation. This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company's industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Neither the Company nor any other person makes any representation as to the accuracy or completeness of such data or undertakes any obligation to update such data after the date of this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk in light of the foregoing, you are urged not to rely on any forward-looking statement or third-party data in reaching any conclusion or making any investment decision about any securities of the Company. NON-GAAP FINANCIAL INFORMATION This presentation contains non-GAAP financial measures, which are financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP) Specifically, we make use of the non-GAAP financial measures "Adjusted EBITDA" "Adjusted EBITDA Margin" and "Free Cash Flow conversion in evaluating our past results and future prospects. We present Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow conversion because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and our board of directors use Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow conversion to evaluate the factors and trends affecting our business to assess our financial performance and the effectiveness of our business strategies, in preparing and approving our annual budget and to compare our performance against that of other peer companies using similar measures, and believe they are helpful in highlighting trends in our core operating performance. Further, our executive incentive compensation is based in part on components of Adjusted EBITDA Management believes that Free Cash Flow conversion is also useful for investors and analysts because it provides them with an important perspective on the cash available for strategic measures, after capital and software expenditures and provides them with a measure that management uses as the basis for making resource allocation decisions. The non-GAAP measures as defined by us may not be comparable to similar non-GAAP measures presented by other companies. Our presentation of such measures should not be construed as an inference that our future results will be unaffected by other unusual or non-recurring items. A reconciliation is provided elsewhere in this presentation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. STRICTLY CONFIDENTIAL