SQSP Squarespace Inc

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To the Stockholders of Squarespace, Inc.:

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “Special Meeting”) of Squarespace, Inc., a Delaware corporation (“Squarespace”). The Special Meeting will be held on [•], at [•], Eastern time. You may attend the Special Meeting via a live interactive webcast at [•]. You will be able to listen to the Special Meeting live and submit a proxy online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of May 13, 2024 (the “Merger Agreement”), among Spaceship Purchaser, Inc. (“Parent”), Spaceship Group MergerCo, Inc. (“Merger Sub”) and Squarespace. Parent and Merger Sub are affiliates of Permira Advisers LLC (“Permira”), a global investment firm that backs businesses with growth ambitions and a track record investing in internet, software and SMB-enablement solutions. Pursuant to the Merger Agreement, Merger Sub will merge with and into Squarespace, with Squarespace surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger, and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

If the Merger is completed, at the effective time of the Merger, each share of Squarespace’s (1) Class A Common Stock, par value $0.0001 per share, (2) Class B Common Stock, par value $0.0001 per share and (3) Class C Common Stock, par value $0.0001 per share, that is outstanding as of immediately prior to the effective time of the Merger ((a)-(c) collectively, the “Squarespace Common Stock”), subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $44.00 per share, without interest thereon and subject to any applicable withholding taxes. This amount represents an approximately 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, as well as a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024.

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, Squarespace will become a privately held company, wholly owned by Parent.

Squarespace’s Board of Directors (the “Squarespace Board”) (1) formed a Special Committee of the Squarespace Board comprised solely of independent and disinterested directors (the “Special Committee”) to consider, review, evaluate and negotiate potential strategic alternatives, including a possible sale or other business transaction involving all or substantially all of the outstanding shares of Squarespace Common Stock or Squarespace’s assets on a consolidated basis and any similar strategic alternatives to such potential transaction, (2) delegated the powers of the Squarespace Board to the Special Committee, including the power to determine not to proceed with any potential transaction or any alternative thereto, and (3) authorized and empowered the Special Committee to do all acts as may be necessary or appropriate in its judgment to carry out the duties of the Special Committee. The Special Committee, as more fully described in the enclosed proxy statement, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Merger Agreement. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions

contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its stockholders and (2) recommended that the Squarespace Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit to Squarespace’s stockholders, and recommend the adoption of, the Merger Agreement. In addition, the Special Committee believes that the Merger is fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Squarespace Board, acting upon the recommendation of the Special Committee, (1) determined that the Merger Agreement is in the best interests of Squarespace and its stockholders, (2) declared the Merger Agreement and the consummation of the Merger and the transactions contemplated thereby advisable, (3) approved the execution and delivery of the Merger Agreement by Squarespace, the performance by Squarespace of its covenants and other obligations in the Merger, and the consummation of the Merger upon the terms and conditions set forth therein, and (4) resolved to submit the Merger Agreement to Squarespace’s stockholders for adoption and (5) recommended that Squarespace’s stockholders adopt the Merger Agreement. In addition, the Squarespace Board, on behalf of Squarespace, believes that the Merger is fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

The Squarespace Board unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own. Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders (as defined below), (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock. The “Unaffiliated Company Stockholders” means the holders of Squarespace Common Stock, excluding (1) General Atlantic L.P. (“General Atlantic”), its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) Accel Management Co. Inc., its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (3) Permira Advisers, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (4) the members of the Squarespace Board, (5) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act and (6) Anthony Casalena and his controlled affiliates (“Casalena”). Each record holder of Squarespace Class A Common Stock is entitled to one vote for each share of Squarespace Class A Common Stock owned of record as of the close of business on [•] (the “Record Date”). Each record holder of Squarespace Class B Common Stock is entitled to ten votes for each share of Squarespace Class B Common Stock owned of record as of the close of business on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Squarespace Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

In connection with execution of the Merger Agreement, certain of Squarespace’s existing stockholders, including certain affiliates of (i) Casalena, (ii) General Atlantic and (iii) certain funds affiliated with Accel Management Co. Inc. entered into support agreements, pursuant to which the applicable stockholders agreed to vote all of their respective shares of Squarespace Common Stock in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained in the support agreements. In addition, pursuant to the support agreements and subject to the terms and conditions described in the section of the proxy statement captioned “The Support Agreements”, among other things, each of (i) the Casalena Rollover Stockholders, (ii) General Atlantic (SQRS II), L.P. (the “General Atlantic Rollover Stockholder”) and (iii) the Accel Rollover Stockholders (collectively, the “Rollover Stockholders”) will contribute a portion of the shares of Squarespace Common Stock it owns to a direct or indirect

parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the closing of the Merger (the “Closing”) and, solely as a result of such contribution and exchange, each of the Casalena Rollover Stockholders, the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 33.4%, 8.5% and 0.5%, respectively, of such direct or indirect parent company, immediately following the consummation of such contribution and exchange (with respect to the Accel Rollover Stockholders, such percentage does not reflect the Accel Equity Commitment). As a result of the Merger, the shares of Squarespace Common Stock contributed to such direct or indirect parent company of Parent by the Rollover Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with any other shares of Squarespace Common Stock owned by Parent or Merger Sub as of immediately prior to the effective time of the Merger. Copies of the support agreements are attached as Annex C, Annex D and Annex E to the proxy statement.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-2689 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

Thank you for your support.

 

Sincerely,

 

Courtenay O’Connor

General Counsel and Secretary

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Squarespace, Inc., a Delaware corporation (“Squarespace”), will be held on [•], at [•], Eastern time, for the following purposes:

The foregoing matters are more fully described in the attached proxy statement. The proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference in this Notice.

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders to adopt the Merger Agreement, (2) the holders of a majority in voting power of the outstanding shares of Squarespace Common Stock to adopt the Merger Agreement, (3) the holders of a majority of the outstanding shares of Squarespace’s Class A Common Stock to adopt the Merger Agreement, and (4) the holders of a majority of the outstanding shares of Squarespace’s Class B Common Stock to adopt the Merger Agreement. The “Unaffiliated Company Stockholders” means the holders of Squarespace Common Stock, excluding (1) General Atlantic L.P., its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) Accel Management Co. Inc., its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (3) Permira Advisers LLC, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (4) the members of the Squarespace Board, (5) any person that Squarespace has determined to be an “officer” of Squarespace within the meaning of Rule 16a-1(f) of the Exchange Act and (6) Anthony Casalena and his controlled affiliates. Approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of Squarespace Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote thereon.

The Special Meeting will be held by means of a live interactive webcast on the internet at [•]. We believe this is the most effective approach for enabling stockholder attendance and participation. The Special Meeting will begin promptly at [•], Eastern time. Online check-in will begin at [•], Eastern time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only Squarespace’s stockholders as of the close of business on [•] (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available at Squarespace’s corporate offices located at 225 Varick Street, 12^th Floor, New York, New York 10014 during regular business hours for a period of no less than 10 days before the Special Meeting and on the virtual meeting website during the Special Meeting.

Squarespace’s Board of Directors, acting upon the recommendation of the Special Committee of Squarespace’s Board of Directors, unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record holders and beneficial owners of Squarespace Common Stock who do not vote in favor of the proposal to adopt the Merger Agreement and who otherwise comply with the requirements under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement) in lieu of receiving $44.00 per share in cash if the Merger is completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement at the Special Meeting and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

By Order of the Board of Directors,

 

Courtenay O’Connor

General Counsel and Secretary

 

New York, New York

[•]

 

This proxy statement is dated [•] and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [•].

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or

accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Accel means (i) Accel 3, for itself and as nominee for Accel 3, Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., and (ii) Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Accel Growth Fund Investors 2010 L.L.C.

Accel 3 means Accel Leaders 3 L.P.

Accel 4 means Accel Leaders 4 L.P.

Accel Filing Parties means Accel 3, Accel Leaders 3 Entrepreneurs L.P., Accel Leaders 3 Associates L.P., Accel Leaders 3 Investors (2020) L.P. and Accel Leaders 3 GP Associates L.L.C., as further described in the section of this proxy statement captioned “Important Information Regarding the Purchaser Filing Parties—Accel Filing Parties.”

Accel Investors means (i) Accel 4, for itself and as nominee for Accel 4, Accel Leaders 4 Entrepreneurs L.P. and Accel Leaders 4 Investors (2022) L.P., and (ii) Accel 3, for itself and as nominee for Accel 3, Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P.

Accel Rollover Stockholders means Accel 3, Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P.

Accel Support Agreement means the support agreement, dated May 13, 2024, among Squarespace, Accel and Parent.

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Casalena means Anthony Casalena, Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust and Casalena Foundation.

Casalena Filing Parties means Anthony Casalena and Casalena Foundation, as further described in the section of this proxy statement captioned “Important Information Regarding the Purchaser Filing Parties—Casalena Filing Parties.”

Casalena Rollover Stockholders means Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust and Casalena Foundation.

Casalena Support Agreement means the support agreement, dated May 13, 2024, among Squarespace, Casalena and Parent.

Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL.

Class A Common Stock means the Class A Common Stock, par value $0.0001 per share, of Squarespace.

Class B Common Stock means the Class B Common Stock, par value $0.0001 per share, of Squarespace.

Class C Common Stock means the Class C Common Stock, par value $0.0001 per share, of Squarespace.

Compensation Proposal means the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger.

Code means the Internal Revenue Code of 1986, as amended.

DGCL means the General Corporation Law of the State of Delaware.

Dissenting Shares means all shares of Squarespace Common Stock that are issued and outstanding as of immediately prior to the effective time of the Merger and held by Squarespace stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised and not withdrawn their statutory rights of appraisal in respect of such shares of Squarespace Common Stock in accordance with Section 262 of the DGCL.

DOJ means the Antitrust Division of the U.S. Department of Justice.

Equity Commitment Letters means (A) the commitment letter, dated May 13, 2024, between Parent and the Permira Investors and (B) the commitment letter, dated May 13, 2024, between Parent and the Accel Investors, pursuant to which the Equity Investors have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein.

Equity Investors means the Accel Investors and the Permira Investors.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Fee Funding Agreement means the Fee Funding Agreement, dated as of May 13, 2024, entered into by the Permira Investors in favor of Squarespace.

FTC means the Federal Trade Commission.

GAAP means U.S. generally accepted accounting principles.

GA Funds means General Atlantic Partners 100, L.P., a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, GAP Coinvestments V, LLC, a Delaware limited liability company and GAP Coinvestments CDA, L.P., a Delaware limited partnership.

GA SQRS II means General Atlantic (SQRS II), L.P., a Delaware limited partnership.

General Atlantic means General Atlantic, L.P., together with its affiliates.

General Atlantic Filing Parties means GA SQRS II, the GA Funds, General Atlantic GenPar, L.P., a Delaware limited partnership, General Atlantic (SPV) GP, LLC, a Delaware limited liability company and General Atlantic, L.P., a Delaware limited partnership.

General Atlantic Support Agreement means the support agreement, dated May 13, 2024, among Squarespace, the General Atlantic Rollover Stockholder and Parent.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

IRS means the Internal Revenue Service.

Merger means the merger of Merger Sub with and into Squarespace pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with Squarespace surviving the Merger as a direct, wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated as of May 13, 2024, by and among Squarespace, Parent, and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Squarespace, with Squarespace continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent.

Merger Sub means Spaceship Group MergerCo, Inc., a wholly owned subsidiary of Parent.

NYSE means the New York Stock Exchange and any successor stock exchange.

Owned Company Shares means collectively, (1) the shares of Squarespace Common Stock held by Squarespace and its subsidiaries, (2) the shares of Squarespace Common Stock owned by Parent or Merger Sub, (3) the shares of Squarespace Common Stock owned by the Rollover Stockholders that such Rollover Stockholders have agreed to contribute to an entity that indirectly owns 100% of the equity interest of Parent pursuant to those certain Support Agreements entered into in connection with the Merger and (4) the shares of Squarespace Common Stock owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the Merger.

Parent means Spaceship Purchaser, Inc.

Parent Entities means Merger Sub and Parent.

Per Share Price means $44.00 in cash per share of Squarespace Common Stock, without interest thereon.

Permira means Permira Advisers LLC.

Permira Filing Parties means Permira, Permira Management S.à.r.l., Permira Portfolio Management Limited, Permira VIII GP S.à.r.l. Permira VIII Holdco GP S.à.r.l., each of the Permira Investors, Surveyorlux SCSp, Spaceship Holdings GP 1, LLC, Spaceship Intermediate 1, LP, Spaceship Holdings GP 2, LLC, Spaceship Parent, LP, Spaceship HoldCo, Inc., Spaceship MidCo, Inc. and Spaceship Intermediate 2, Inc., as further described in the section of this proxy statement captioned “Important Information Regarding the Purchaser Filing Parties—Permira Filing Parties.”

Permira Investors means Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP and Permira Investment Capital III LP.

Purchaser Filing Parties means (1) the Parent Entities, (2) the Permira Filing Parties, (3) the General Atlantic Filing Parties, (4) the Accel Filing Parties and (5) the Casalena Filing Parties.

Record Date means [•].

Rollover Filing Parties means (1) the General Atlantic Filing Parties, (2) the Accel Filing Parties and (3) the Casalena Filing Parties.

Rollover Stockholders means the General Atlantic Rollover Stockholder, the Accel Rollover Stockholders, and the Casalena Rollover Stockholders.

Rollover Shares means the shares of Squarespace Common Stock contributed to Parent (or any direct or indirect parent company thereof) by the Rollover Stockholders pursuant to the Support Agreements.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Special Committee means a committee established by the Squarespace Board comprised solely of independent and disinterested members of the Squarespace Board.

Special Meeting means the special meeting of the stockholders of Squarespace to be held on [•] at [•], Eastern time, and any adjournment or postponement thereof.

Squarespace means Squarespace, Inc. In addition, the terms “we,” “us” and “our” refer to Squarespace, Inc.

Squarespace Board means the board of directors of Squarespace, Inc.

Squarespace Bylaws means the Amended and Restated Bylaws of Squarespace, Inc., dated as of May 10, 2021.

Squarespace Common Stock means, collectively, Class A Common Stock, Class B Common Stock and Class C Common Stock.

Squarespace Equity Awards means Squarespace Options, Squarespace PSUs and Squarespace RSUs.

Squarespace Equity Plans means, collectively, the Squarespace, Inc. 2021 Equity Incentive Plan, the Squarespace, Inc. 2017 Equity Incentive Plan and the Squarespace, Inc. Amended and Restated 2008 Equity Incentive Plan.

Squarespace Option means an option to purchase shares of Squarespace Common Stock granted under any Squarespace Equity Plan.

Squarespace PSU means a restricted stock unit award granted under any Squarespace Equity Plan whose vesting is conditioned in full or in part based on the achievement of performance goals or metrics.

Squarespace RSU means a restricted stock unit award granted under any Squarespace Equity Plan, other than a Squarespace PSU.

Support Agreements means, collectively, the Casalena Support Agreement, the General Atlantic Support Agreement and the Accel Support Agreement.

Surviving Corporation means Squarespace, as the surviving corporation of the Merger.

Unaffiliated Company Stockholders means the holders of Squarespace Common Stock, excluding (i) General Atlantic, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates,

(ii) Accel, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (iii) Permira, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (iv) the members of the Squarespace Board, (v) any person that Squarespace has determined to be an “officer” of Squarespace within the meaning of Rule 16a-1(f) of the Exchange Act, and the rules and regulations promulgated thereunder and (vi) Casalena and his controlled affiliates.

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. Squarespace encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Squarespace refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Squarespace Common Stock without attending the Special Meeting and to ensure that your shares of Squarespace Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, Squarespace encourages you to submit a proxy as soon as possible.

Meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of Squarespace Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal.

With respect to the Merger Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Merger Proposal. With respect to the Compensation Proposal and the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Compensation Proposal and Adjournment Proposal.

The Rollover Stockholders, who in the aggregate beneficially owned approximately 90% of the voting power of the outstanding shares of Squarespace Common Stock as of May 31, 2024, entered into the Support Agreements, pursuant to which the Rollover Stockholders each agreed to vote all of their respective shares in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. However, approval of the Merger Proposal requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders (as defined below), (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock. For more information, see the sections of this proxy statement captioned “Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger” and “The Support Agreements,” as well as the full text of the Support Agreements, attached as Annex C, Annex D and Annex E to this proxy statement, which are incorporated by reference in this proxy statement in their entirety.

You should read the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board” for a discussion of the factors that the Special Committee and the Squarespace Board considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.

In specified circumstances in which the Merger Agreement is terminated, Squarespace has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Company Termination Fee.”

Accordingly, if the Merger Agreement is adopted by Squarespace’s stockholders and the Merger is consummated, such compensation will or may be paid to Squarespace’s named executive officers regardless of the outcome of this advisory vote.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Squarespace Common Stock held in “street name.” If you are a beneficial owner of shares of Squarespace Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Squarespace Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy to vote electronically over the internet or by telephone. Although there is no charge for submitting a proxy to vote your shares, if you submit a proxy to vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to submit a proxy to vote your shares of Squarespace Common Stock in advance of the Special Meeting. If you are a stockholder of record or if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Squarespace Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To submit a proxy to vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, Squarespace encourages you to promptly grant your proxy electronically over the internet or by telephone (using card) or sign, date and return the enclosed proxy card. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

If you hold your shares of Squarespace Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the

Squarespace Board with respect to each proposal. This means that they will be voted: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Compensation Proposal, and (3) “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

proxy statement captioned “Special Factors—U.S. Federal Income Tax Considerations of the Merger”), who exchanges shares of Squarespace Common Stock for cash in the Merger will generally be subject to U.S. federal income tax with respect to such exchange unless such Non-U.S. Holder has certain connections with the United States.

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section of this proxy statement captioned “Special Factors—U.S. Federal Income Tax Considerations of the Merger.”

Squarespace’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Squarespace Board were aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger.”

Innisfree M&A Incorporated

501 Madison Avenue, 2^0th Floor

New York, New York 10022

Stockholders call: (877) 750-2689 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the members of the Squarespace Board, the members of the Special Committee, the representatives of Squarespace or the Special Committee, or other parties.

The Squarespace Board regularly evaluates Squarespace’s strategic direction and ongoing business plans with a view toward strengthening Squarespace’s businesses and enhancing stockholder value. As part of this evaluation, the Squarespace Board has, from time to time, considered a variety of strategic alternatives. Since Squarespace’s direct listing, no third parties have expressed an intent to engage in a potential strategic transaction with Squarespace, and no proposals have been made to either Squarespace’s management or the Squarespace Board for an acquisition of the entire company or a controlling stake in Squarespace or a merger with Squarespace, except as described below.

Permira regularly evaluates potential acquisition targets as part of its normal investment activities. As part of this evaluation, Permira has, from time to time, internally considered a potential acquisition of Squarespace and performed “outside-in” reviews of Squarespace and built a rapport with Anthony Casalena, the Chief Executive Officer of Squarespace, as part of its consideration of the industry at-large. While Permira has previously internally expressed interest in engaging in a strategic transaction with Squarespace with its investment committee, no proposals were made to either Squarespace’s management or the Squarespace Board for an acquisition of the entire company or a controlling stake in Squarespace or a merger with Squarespace, except as described below.

On October 12, 2022, as part of Mr. Casalena’s ordinary course business practice of having discussions with industry participants, Mr. Casalena had an initial meeting with David Erlong and Dipan Patel, each a partner, of Permira following an initial inquiry from the Permira team to Mr. Casalena. During this meeting, the parties engaged in general discussions regarding Squarespace’s industry and business as well as Permira’s business as a private equity investor. The parties did not discuss a potential transaction involving Squarespace during the meeting.

On November 18, 2022, January 26, 2023 and July 25, 2023, Mr. Casalena met with Mr. Erlong and they generally discussed Squarespace’s business and Permira’s business as a private equity investor. The parties did not discuss a potential transaction involving Squarespace during these meetings.

On November 29, 2023, Mr. Casalena and Mr. Erlong held a meeting during which Mr. Erlong indicated that Permira was potentially interested in a potential transaction with Squarespace. Mr. Casalena did not substantively respond to Permira’s potential interest in a potential transaction at the meeting and no specific terms of a potential transaction were discussed during this meeting.

On December 13, 2023, Mr. Casalena and Mr. Erlong had a follow-up telephone call during which they further discussed Permira’s potential interest in a potential transaction with Squarespace. Mr. Casalena asked basic questions about the high-level typical timeline and process for a transaction to which Mr. Erlong replied with a basic outline. No specific terms of a potential transaction were discussed during this call.

On December 22, 2023, Mr. Casalena and Mr. Erlong had a follow-up telephone call during which they discussed Permira’s potential interest in a potential transaction with Squarespace and Mr. Casalena noted that he would reflect on the expressed interest. No specific terms of a potential transaction were discussed during this call.

In early 2024, Mr. Casalena had some brief discussions or calls with chief executive officers of a few portfolio companies of Permira to discuss their general experiences with Permira as an equity investor.

In January and early February 2024, Mr. Casalena met individually with each of the other members of the Squarespace Board during which he discussed with them Squarespace’s business prospects and strategic direction, including a potential transaction with Permira. During these meetings, Mr. Casalena informed the Squarespace Board members of his discussions with Permira representatives.

On February 13, 2024, Mr. Erlong called Mr. Casalena to let him know Permira would be sending a formal proposal for a potential strategic transaction. Shortly after such call, Squarespace received a non-binding letter from Permira indicating Permira’s interest in acquiring Squarespace for $40.50 per share in cash, which was a 28% premium to Squarespace’s closing share price as of February 13, 2024, a 35% premium to Squarespace’s 90-day volume weighted average closing price and a 37% premium to Squarespace’s 52-week volume weighted average closing price (the “February Proposal”). The February Proposal indicated that Permira would welcome a roll-over or co-investment

from Squarespace management at the appropriate time and that Permira was willing to partner with other existing Squarespace investors in connection with a potential transaction. The February Proposal also provided that if existing investors were interested in a roll over of equity in a transaction with Permira, Permira would condition the transaction on approval by a special committee composed of independent directors of the Squarespace Board and a majority vote of the Unaffiliated Company Stockholders. Squarespace’s Class A Common Stock closed trading on February 13, 2024 at $31.61 per share.

On February 14, 2024, Mr. Casalena sent the February Proposal to the Squarespace Board and had a meeting with a representative from J.P. Morgan Securities LLC (“JPM”), Squarespace’s financial adviser on an ongoing basis since Squarespace’s direct listing. During the meeting, Mr. Casalena and the JPM representative discussed next steps regarding the February Proposal.

On February 16, 2024, the Squarespace Board held a meeting, also attended by members of management of Squarespace, representatives of JPM and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), Squarespace’s outside legal counsel. Representatives of JPM presented an overview of the February Proposal and various considerations related to potential next steps. Representatives of Skadden reviewed the Squarespace Board’s fiduciary duties in considering a potential strategic transaction and discussed considerations and process related to the potential formation of a special committee of the Squarespace Board in light of the fact that the February Proposal contemplated that existing Squarespace investors may participate in the potential transaction. During the meeting, the Skadden representatives disclosed that Skadden has historically represented and currently represents Permira on matters unrelated to Squarespace, noting that over the last two years, Skadden has advised Permira or its majority owned portfolio companies and affiliates on various public and non-public matters, including multiple publicly disclosed M&A transactions. In the last two years, Skadden has not provided advice to either General Atlantic or Accel. In addition, the Skadden representatives noted that, over the last two years, Skadden has advised the Company on various non-public matters. The Squarespace Board discussed the February Proposal and potential options with respect to responding thereto. During the meeting, Mr. Casalena noted again that he had discussions with Permira representatives regarding Squarespace. The Squarespace Board agreed to further consider the February Proposal and potential responses thereto at the upcoming regularly scheduled Squarespace Board meeting on February 22, 2024.

On February 22, 2024, the Squarespace Board held a meeting, also attended by members of management of Squarespace, and representatives of JPM and Skadden. Representatives of JPM discussed the February Proposal and certain process considerations. After the representatives of JPM left the meeting, Mr. Casalena further discussed with the Squarespace Board his prior interactions with Permira and its representatives, including discussions with respect to Permira’s potential interest in a transaction with Squarespace. Representatives of Skadden advised the Squarespace Board about a potential strategic review process and the role of a special committee in such a process. Mr. Casalena stated that, in light of the February Proposal and his controlling equity interest in Squarespace, if the Squarespace Board determined to consider a potential transaction, he would be supportive of the formation of a special committee comprised of independent and disinterested directors and conditioning any transaction on the approval of such special committee as well as a majority of the Unaffiliated Company Stockholders. Representatives of Skadden discussed with the Squarespace Board information relevant to assessing the independence of the proposed members of such a committee, Michael Fleisher, Jonathan Klein and Neela Montgomery, including their independence with respect to Permira as well as Mr. Casalena, General Atlantic and Accel in light of the fact that the February Proposal indicated that Permira would consider participation in a transaction by existing Squarespace investors, and the Squarespace Board determined that they were each independent and disinterested for purposes of serving on a special committee. The Squarespace Board (i) authorized the formation of a special committee (the “Special Committee”), (ii) authorized the Special Committee to consider, review and evaluate any strategic transactions or alternatives thereto, (iii) designated Michael Fleisher, Jonathan Klein and Neela Montgomery to serve as members of the Special Committee, with Mr. Fleisher to serve as Chair of the Special Committee, (iv) delegated to the Special Committee all the powers of the Squarespace Board to evaluate, negotiate or determine not to proceed with any potential strategic transaction, (v) authorized the Special Committee to retain its own advisors, (vi) authorized and empowered the Special Committee to do all acts as may be necessary or appropriate in its judgment to carry out the duties of the Special Committee, including the power under Section 203 of the DGCL to authorize and approve any potential transaction or any alternative thereto for purposes of Section 203 of the DGCL and (vii) resolved that for so long as the Special Committee exists, the Squarespace Board would not approve or implement any strategic transaction unless the Special Committee, in its sole discretion, recommended such strategic transaction. Thereafter, the Squarespace Board determined to authorize JPM to inform Permira that the February Proposal was not sufficiently attractive for the Squarespace Board to pursue a transaction.

On February 24, 2024, JPM representatives informed Permira that the February Proposal was not sufficiently attractive for the Squarespace Board to pursue a transaction but that Permira was welcome to submit requests for information if Permira believed additional information would support Permira making a higher proposal. Later that day, Permira submitted to representatives of JPM a list of due diligence materials that Permira was requesting access to in order to evaluate whether to improve on the February Proposal.

On February 28, 2024, Mr. Fleisher interviewed legal advisors to serve as the Special Committee’s counsel, including representatives of Richards, Layton & Finger, P.A. (“RLF”). During Mr. Fleisher’s interview of RLF, representatives of RLF provided high-level disclosures regarding its relationships with Squarespace, Mr. Casalena and Permira, noting that, in the past two years, RLF had not done work for Squarespace or Mr. Casalena and that RLF had done work for Permira for which RLF had received aggregate fees which were described as not being material to RLF from a financial perspective.

On March 1, 2024, the Special Committee held a meeting, also attended by Courtenay O’Connor, general counsel of Squarespace. At the meeting, the Special Committee determined to engage RLF to serve as legal counsel to the Special Committee based on RLF’s expertise, experience, independence, qualifications and reputation. On March 4, 2024, the Special Committee executed a formal engagement letter with RLF with respect to RLF’s engagement as legal counsel to the Special Committee.

On March 4, 2024, Mr. Casalena met with Carolyn Everson, a senior advisor of Permira, at a conference and discussed her experience with Permira, as well as Squarespace’s history. The parties did not discuss a potential transaction involving Squarespace during the meeting.

On March 8, 2024, the Special Committee held a meeting, also attended by Ms. O’Connor and representatives of RLF. At the meeting, the Special Committee and the RLF representatives discussed the strategic review process. An RLF representative advised the Special Committee members of their fiduciary duties in the context of a potential transaction involving Squarespace. An RLF representative noted that the Special Committee had been delegated the full power and authority of the Squarespace Board with respect to considering a potential transaction with Permira or alternatives thereto. The Special Committee discussed Permira’s interest in a potential acquisition of Squarespace and the preliminary discussions between Mr. Casalena and Permira that had occurred. The Special Committee also discussed the process for interviewing and evaluating potential financial advisors. During the meeting, an RLF representative summarized the work that RLF had done for Permira, for which RLF had received aggregate fees which were described as not being material to RLF from a financial perspective, and noted that RLF had not done any work for Squarespace or Mr. Casalena in the past two years. During the meeting, an RLF representative also noted that RLF would be sending to each member of the Special Committee a questionnaire that was intended to help confirm the independence of each Special Committee member with respect to Permira, Mr. Casalena, General Atlantic, Accel and each of their respective affiliates. Later that day, RLF circulated a director questionnaire to the members of the Special Committee.

On March 13 and 14, 2024, the Special Committee held meetings, attended by representatives of RLF. During the meetings, the Special Committee interviewed prospective financial advisors to the Special Committee, including Centerview Partners LLC (“Centerview”). During the meeting, Centerview provided high-level disclosures regarding its relationships with Squarespace, Mr. Casalena, Permira, General Atlantic and Accel.

On March 15, 2024, the Special Committee held a meeting, attended by representatives of RLF and (for a portion of the meeting) Ms. O’Connor. During the meeting, the Special Committee members discussed the authority that had been delegated to the Special Committee to conduct the strategic review process and the role of the Special Committee’s advisors in that process. After Ms. O’Connor left the meeting, the Special Committee members discussed the financial advisors the Special Committee had interviewed and determined to engage Centerview based on Centerview’s expertise, experience, qualifications, independence and reputation, subject to review of written relationship disclosures and negotiation of an engagement letter.

On March 16, 2024, Centerview provided written disclosures to the Special Committee and RLF regarding its relationships with Permira, Mr. Casalena, Squarespace, as well as Accel and General Atlantic and their respective affiliates.

On March 19, 2024, Mr. Fleisher, Mr. Casalena, Ms. O’Connor and Nathan Gooden, the chief financial officer of Squarespace, and representatives of Centerview and RLF held an introductory meeting to discuss Squarespace and the roles of management and the various advisors in the strategic review process, including that the Special

Committee and its advisors would lead the process. The group asked for Mr. Casalena’s views on the strategic review process and goals for Squarespace given his role as its chief executive officer and largest stockholder with a majority of the voting power of Squarespace. Mr. Casalena indicated that he would like to retain a substantial stake in Squarespace following any transaction and that continuing to have a significant voice in the governance and control of the day-to-day management of Squarespace was also important to him.

Also, on March 19, 2024, a representative of Permira called a representative of General Atlantic, who later talked with Anton Levy, a member of the Squarespace Board and a representative of General Atlantic, to inquire about the status of Permira’s diligence requests.

On March 20, 2024, Mr. Erlong called Mr. Casalena to check on the current status of discussion and process and asked if he would be willing to meet with a senior partner of Permira. On March 20, 2024, Mr. Casalena discussed whether he should have additional meetings with Permira with Mr. Fleisher, and Mr. Fleisher asked Mr. Casalena not to meet with any Permira representatives until authorized by the Special Committee to do so. Later that day, Mr. Casalena contacted Mr. Erlong to let him know that the Special Committee had been established and that he would not be able to meet with Permira representatives any further unless authorized by the Special Committee to do so.

On March 21 and March 26, 2024, Mr. Erlong discussed with JPM the formation of the Special Committee and potential next steps in the Special Committee’s process. During these discussions, Mr. Erlong also discussed Permira’s concept of potentially tying certain of Mr. Casalena’s post-closing governance rights to a yet-to-be-determined performance metric if Mr. Casalena were to agree to a rollover. On or before March 26, 2024, JPM discussed Permira’s concept with Mr. Casalena.

On March 22, 2024, the Special Committee held a meeting, attended by representatives of RLF, and (for a portion of the meeting) representatives of Centerview and Ms. O’Connor. Mr. Fleisher reported that Squarespace’s management team was preparing a management presentation to be reviewed by the Special Committee in connection with the Special Committee’s strategic review process, and that subject to the Special Committee’s approval, the management presentation could be shared with potential bidders in connection with the strategic review process. The Special Committee discussed the strategic review process and the respective roles of the Special Committee, the Special Committee’s advisors, Squarespace’s advisors and Squarespace’s management in the process, and directed the Special Committee’s advisors to communicate to Squarespace’s management and advisors that the Special Committee and its advisors would lead and oversee the process. A representative of RLF reported that RLF had received a response to the director questionnaire from each member of the Special Committee and that none of the members of the Special Committee had reported any conflicts for purposes of serving on the Special Committee with respect to Permira, Mr. Casalena, General Atlantic, Accel and each of their affiliates. The Special Committee members discussed next steps in the process, including the timing for reaching out to third parties to gauge interest in a potential transaction. The Special Committee members and the Special Committee’s advisors discussed the introductory meeting held on March 19, 2024 with Mr. Casalena, including Mr. Casalena’s desire to retain a substantial stake in Squarespace following any transaction and have significant governance rights and control of the day-to-day management of Squarespace. The Special Committee members and their advisors discussed that, based on Mr. Casalena’s governance and control preferences as stated during the introductory meeting and the fact that strategic buyers had not contacted Squarespace about potential transactions since going public, it was unlikely that a strategic party would be willing to engage in a transaction with Squarespace. The Special Committee directed Centerview to prepare a list of proposed parties to include in the Special Committee’s outreach process for consideration by the Special Committee. After the Centerview representatives and Ms. O’Connor left the meeting, the Special Committee and the RLF representatives discussed the status of negotiations with Centerview regarding its engagement letter and reviewed Centerview’s relationship disclosures that had been previously provided to the Special Committee.

Following Permira’s inquiry on March 19, 2024 about its diligence requests, Mr. Levy discussed with Mr. Fleisher Permira’s inquiry. Mr. Fleisher determined to discuss the matter at the meeting of the Special Committee scheduled for March 26, 2024 and Mr. Levy agreed to continue to keep Mr. Fleisher informed of any outbound or inbound communications with Permira or any other potential bidders, including communications pertaining to General Atlantic.

On March 26, 2024, the Special Committee held a meeting, attended by representatives of RLF and representatives of Centerview. The Special Committee members discussed Permira’s recent outreach to representatives of

Squarespace (including Mr. Levy) and its advisors regarding its due diligence requests and determined to inform Permira that responses would be provided in due course and that further inquiries and requests should be directed to the Special Committee and its advisors. The Special Committee and its advisors discussed the list of potential bidders that had been prepared by Centerview and timing considerations with respect to the outreach process. The Special Committee and its advisors considered and discussed the merits and risks of contacting both the financial sponsors and the strategic buyers on Centerview’s list. The Special Committee and its advisors discussed the range of potential prices and types of transactions that would be reasonably attainable. The Special Committee determined that it would be unlikely that strategic buyers would be willing to engage in the process given that such parties had never before contacted Squarespace about a potential strategic transaction, coupled with Mr. Casalena’s desire to maintain a significant equity stake in, significant governance rights over, and control of the day-to-day management of, Squarespace following a potential transaction. The Special Committee also discussed the increased likelihood of leaks and disclosure of sensitive information to Squarespace’s competitors that could be associated with an outreach to strategic bidders. After further discussion, the Special Committee determined not to contact strategic buyers at this time given the low likelihood that such outreach would lead to a successful transaction and authorized Centerview to proceed to initiate outreach to eight prospective financial sponsors, consisting of Permira, Party A, Party B, Party C, Party D, Party E, Party F and Party G, which the Special Committee believed were the most likely to be interested in a potential strategic transaction with Squarespace and able to provide an attractive valuation. The Special Committee members and the Special Committee’s advisors discussed alternative methods to gauge interest from strategics as part of the Special Committee’s strategic review process, including the ability to potentially negotiate for a go-shop in the merger agreement. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(iii) to the Rule 13e-3 Transaction Statement on Schedule 13e-3 filed by Parent, Merger Sub and Squarespace with respect to the transactions contemplated by the Merger Agreement (including all exhibits and any amendments or supplements thereto, the “Schedule 13e-3”), of which this proxy statement forms a part.

On March 27, 2024, representatives of RLF, Skadden, Centerview and JPM held a meeting to discuss roles and responsibilities of each advisor during the strategic review process. During the meeting it was communicated and agreed among the advisors that the Special Committee, with the advice of RLF and Centerview, would lead the strategic review process and Centerview, at the direction of the Special Committee, would lead the outreach to, and subsequent negotiations with, potential bidders.

Also on March 27, 2024, against the backdrop that Mr. Casalena expected to maintain a significant equity stake in, significant governance rights over, and control of the day-to-day management of, Squarespace following a potential transaction, Mr. Casalena provided the Special Committee with a preliminary overview of certain key governance terms that would be important to him in deciding whether, as a stockholder, to vote in favor of a potential transaction and that he would want to reach an agreement on with any potential buyer prior to supporting any transaction.

On March 29, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview and (for a portion of the meeting) Ms. O’Connor. Ms. O’Connor reported that Squarespace’s management team was in the process of preparing a management presentation for the Special Committee to review, provide feedback on and, subject to the Special Committee’s prior approval, share with potential bidders after each such bidder executed a non-disclosure agreement with Squarespace (each, an “NDA”). Ms. O’Connor also reported that Squarespace was organizing and reviewing due diligence materials for prospective bidders to review after signing an NDA. After Ms. O’Connor left the meeting, representatives of Centerview provided an update on each of the potential bidders that Centerview had contacted at the Special Committee’s direction, including additional detail on the status of discussions between Centerview and each of Permira, Party A, Party B, Party C, Party D, Party E, Party F and Party G, respectively. The Special Committee discussed whether to broaden the scope of initial outreach to financial sponsors and, after considering the risk of leaks and the low likelihood that other parties would be ready, willing and able to timely pursue a transaction that could be competitive with the February Proposal, determined not to contact any additional potential bidders at such time. The Special Committee members also discussed the overview of certain preliminary governance terms that Mr. Casalena had provided to the Special Committee on March 27, 2024 and timing considerations related to when and how best to share this information with potential bidders.

On March 29, 2024, Permira executed an NDA. The Permira NDA contained customary terms, including a standstill, but did not prevent Permira from bringing non-public proposals to Squarespace in a manner that did not require public disclosure.

On April 1, 2024, the Special Committee executed an engagement letter with respect to Centerview’s engagement as financial advisor to the Special Committee.

On April 2, 2024, Party D executed an NDA. The Party D NDA contained customary terms, including a standstill, but did not prevent Party D from bringing non-public proposals to Squarespace in a manner that did not require public disclosure.

On April 4, 2024, Party F executed an NDA. The Party F NDA contained customary terms, including a standstill, but did not prevent Party F from bringing non-public proposals to Squarespace in a manner that did not require public disclosure.

On April 5, 2024, the Special Committee held two meetings. The first meeting was attended by representatives of RLF and Centerview and (for a portion of the meeting) Ms. O’Connor. The Special Committee members discussed Squarespace’s management presentation materials and noted that preliminary feedback had been provided by the Special Committee members and the Special Committee’s advisors on such materials. A representative of Centerview also reported that Permira had executed an NDA and certain historical financial information had been shared with Permira. After Ms. O’Connor left the meeting, representatives of Centerview provided an update regarding Centerview’s outreach process and the status of discussions with each potential bidder. The Special Committee members discussed the upcoming management presentations with potential bidders, which were in the process of being scheduled, and Mr. Casalena’s role in the management presentations. The Special Committee members, representatives of Centerview and representatives of RLF discussed Mr. Casalena’s position that he maintain a significant equity stake in Squarespace as well as significant governance rights and control over the day-to-day management of Squarespace following any transaction and when such terms should be discussed with potential bidders. After discussion, the Special Committee determined that it would be appropriate for Mr. Casalena to discuss these topics at a high level with bidders in his capacity as the largest stockholder of Squarespace with an intention to participate in any potential transaction as a significant rollover stockholder, but that specific post-closing governance, control and economic terms should not be discussed with potential bidders during the management presentation meetings.

The Special Committee’s second meeting on April 5, 2024, was attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor and representatives of Skadden, JPM, RLF and Centerview. Mr. Casalena and Mr. Gooden reviewed the management presentation materials and Squarespace’s long-range plan and projections for 2024 through 2027 with the Special Committee members. The Special Committee members provided feedback to Mr. Casalena and Mr. Gooden on the presentation materials and financial projections and asked the management team to address the feedback provided on the presentation materials and financial projections in advance of management presentations with potential bidders.

On April 8, 2024, a representative from Permira called Mr. Casalena to request an in-person dinner meeting if authorized by the Special Committee. Mr. Casalena indicated that he would discuss Permira’s request with the Special Committee.

On April 9, 2024, each of Party A, Party B, Party E and Party G executed an NDA. Each of these NDAs contained customary terms, including a standstill, but did not prevent the counterparty from bringing non-public proposals to Squarespace in a manner that did not require public disclosure. All interested parties that signed an NDA received access to the same information regarding Squarespace via a secure, third-party data room. Information provided was comprehensive on the business, including a detailed management presentation, financial projections and revenue drivers, and operational metrics.

On April 9, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. A representative of Centerview reviewed an updated draft of the management presentation materials and noted that the long-range plan incorporated the feedback provided to Squarespace management by the Special Committee and Centerview during the Special Committee’s previous meeting. The Special Committee members discussed and asked questions about the long-range plan. After further discussion and due consideration, the Special Committee members approved the management presentation materials, including the long-range plan and financial projections for 2024 through 2027 included therein, and authorized them to be shared with potential bidders who had signed an NDA. The Special Committee members and the Special Committee’s advisors discussed the management presentation meeting that would be held with Permira later that day and Permira’s request for a dinner meeting with Mr. Casalena. The Special Committee members determined to support Mr. Casalena attending the dinner meeting with Permira as long as it was also attended by a Centerview representative, but agreed that additional non-diligence related meetings

should not occur until a bid at a price that the Special Committee was interested in considering had been submitted. The Special Committee members and their advisors discussed next steps in the process during which it was noted that General Atlantic had requested to review the management presentation materials with Squarespace’s management. The Special Committee determined that it would be willing to permit such discussions, subject to General Atlantic signing an NDA. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(iv) to the Schedule 13e-3 of which this proxy statement forms a part.

Later on April 9, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ashley Dahl (Senior Director, FP&A), representatives of JPM and representatives of Centerview was held with representatives of Permira. Following the management presentation with Permira, JPM and Centerview maintained an open line of communication with Permira and discussed potential sources of financing for the proposed transaction, including whether any stockholders of Squarespace, including General Atlantic or Accel, would be open to potentially participating as an equity source of financing to Permira in the proposed transaction and the potential quantum of rollover or reinvestment from each such stockholder. At the same time, Centerview regularly communicated with Mr. Fleisher and RLF about its communications with Permira.

On April 10, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ms. Dahl, representatives of JPM and representatives of Centerview was held with representatives of Party B.

Also on April 10, 2024, Mr. Erlong had a breakfast meeting with Mr. Levy to discuss whether General Atlantic had any preliminary interest in potentially rolling a portion of their equity over in a potential transaction. Mr. Levy discussed the meeting with Mr. Fleisher and Mr. Fleisher asked Mr. Levy to continue to keep him informed of communications that he made or received from Permira and to direct material communications from Permira to the Special Committee and its advisors.

On April 11, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ms. Dahl, representatives of JPM and representatives of Centerview was held with representatives of Party F.

On April 12, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview and (for a portion of the meeting) Ms. O’Connor. At the meeting, Ms. O’Connor reported on the status of management presentations with potential bidders and the diligence materials that had been made available to potential bidders. Representatives of Centerview provided an update on its outreach process to potential bidders. During the update, representatives of Centerview reported that Party D and Party E had withdrawn from the process and that Party C had not been responsive to requests from Centerview to confirm their interest in considering a potential transaction. Representatives of Centerview reported that management presentations had been held with Permira, Party B and Party F (each with Centerview present), and that meetings with Party A and Party G were scheduled for the following week. Representatives of Centerview provided an update to the Special Committee regarding the management presentation meeting held with Permira and on recent discussions with Permira. The Special Committee members discussed with representatives of RLF and representatives of Centerview timing considerations for engaging in further discussions with Permira and the other potential bidders. After such discussion, the Special Committee determined to set an initial bid deadline of April 26, 2024, and directed Centerview to inform potential bidders of the initial bid deadline. The Special Committee determined that it would be advisable to provide potential bidders with more detailed information regarding Mr. Casalena’s preferred post-closing governance terms so that they could be factored into initial bids. The Special Committee directed its advisors to ask Mr. Casalena to work with his counsel to prepare a list of his desired post-closing governance rights that could be provided to potential bidders in advance of the initial bid deadline.

Later that day, Mr. Casalena met with representatives of Wilson Sonsini Goodrich & Rosati, counsel to Mr. Casalena (“WSGR”), to discuss certain rights to include in the requested post-closing governance and rollover terms to share with the Special Committee. Thereafter, WSGR representatives provided a summary of Mr. Casalena’s preferred rollover and post-closing governance terms to the Special Committee, including that (i) he preferred to rollover at least two-thirds of his current holdings, (ii) that the rollover would result in him holding securities having economic terms consistent with any financial sponsor, (iii) that his post-transaction governance rights in the surviving entity would be consistent with (A) his existing governance rights, subject to ongoing achievement of to-be-agreed performance metrics, and (B) any protective provisions provided to any stockholder of the surviving entity other than Mr. Casalena, and (iv) that post-transaction he would serve as chief executive officer of the surviving entity with appropriate compensation.

On April 15, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ms. Dahl, representatives of JPM and representatives of Centerview was held with representatives of Party G.

Also on April 15, 2024, General Atlantic executed an NDA. The General Atlantic NDA contained customary terms, but did not include standstill provisions.

Also on April 15, 2024, Mr. Casalena had dinner with representatives of Permira, with a representative of Centerview attending, as previously authorized by the Special Committee. During this meeting, the attendees discussed Squarespace’s business model and trajectory, but did not discuss specific terms regarding a potential transaction between Permira and Squarespace.

On April 16, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ms. Dahl, representatives of JPM and representatives of Centerview was held with representatives of Party A.

Also on April 16, 2024, Mr. Casalena and Mr. Fleisher spoke briefly regarding the governance issues. Later that day, representatives of RLF and Centerview met with representatives of WSGR regarding Mr. Casalena’s proposed governance terms. Thereafter, Mr. Fleisher authorized Centerview to share the governance terms, in the form previously reviewed by the Special Committee, with potential bidders.

On April 17, 2024, the summary of Mr. Casalena’s proposed governance terms was made available to potential bidders via Squarespace’s virtual data room.

Also on April 17, 2024, Mr. Erlong had a brief telephone call with a representative of General Atlantic, during which they discussed the potential amount of a rollover/re-investment by General Atlantic. No agreement regarding participation in a transaction by General Atlantic was reached.

On April 18, 2024, a management presentation attended by Mr. Casalena, Mr. Gooden, Ms. O’Connor, Ms. Dahl, representatives of JPM and representatives of Centerview was held with representatives of General Atlantic.

On April 19, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview and (for a portion of the meeting) Ms. O’Connor. At the meeting, Ms. O’Connor reported that all scheduled management presentations with potential bidders had been completed. After Ms. O’Connor left the meeting, a representative of Centerview reported that, as directed by the Special Committee, Squarespace’s management team had provided Centerview with financial projections that now extended to 2028 and 2029 (but that remained unchanged in years 2024 through 2027 that had previously been approved by the Special Committee and made available to potential bidders) in order for Centerview to complete its own valuation analysis. Representatives of Centerview then reviewed such additional projections with the Special Committee members and the Special Committee authorized Centerview to use the projections in performing its valuation work. Representatives of Centerview provided an update on the status of discussions with potential bidders. Representatives of Centerview reported that Party C, Party D and Party E had withdrawn from the process and that initial bid process letters had been sent to Permira, Party A, Party B, Party F and Party G. Representatives of Centerview noted that Permira had asked to have further discussions with General Atlantic and an initial discussion with Accel to determine whether either party had any interest in potentially participating as a source of equity financing for the proposed transaction. After discussion, the Special Committee authorized Permira to have such discussions with General Atlantic and Accel, but stated that specific discussions between the parties regarding Mr. Casalena’s proposed post-closing governance and rollover matters should be deferred until later in the process. Mr. Fleisher noted that following the dinner meeting held between Mr. Casalena and Permira earlier that week, he had discussed with Mr. Casalena that neither he nor Squarespace’s management should hold additional meetings with Permira other than scheduled diligence meetings unless authorized by the Special Committee. A representative of RLF reported that RLF would work with Skadden to prepare a draft of a merger agreement that could be shared with bidders after initial bids were submitted. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(v) to the Schedule 13e-3 of which this proxy statement forms a part.

During the course of the next week, Skadden and RLF worked together to prepare the initial draft of the merger agreement that could be shared with any bidder who submitted a bid by the April 26 initial bid deadline.

On April 22, 2024, Mr. Casalena and other members of Squarespace’s management team met with representatives of Permira to discuss diligence matters related to Squarespace. No terms relating to the proposed transaction were discussed during these meetings.

On April 23, 2024, Mr. Casalena met with representatives of Permira to discuss diligence matters related to Squarespace. No terms relating to the proposed transaction were discussed during these meetings.

Also on April 23, 2024, members of Squarespace management met with representatives of General Atlantic to discuss diligence matters related to Squarespace.

On April 25, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. At the meeting, a representative of Centerview provided an update on the remaining potential bidders. During the update, it was noted that General Atlantic had held discussions with Permira about participating as an equity source of financing to Permira in the proposed transaction, as authorized by the Special Committee, and that Permira was continuing to seek a similar discussion with Accel. Representatives of Centerview reviewed Centerview’s preliminary valuation analysis as well as certain other financial information, including Squarespace’s historical stock price, financial performance as compared to selected competitors and analyst price targets, with the Special Committee. The Special Committee members, representatives of Centerview and representatives of RLF discussed Centerview’s valuation analysis. The Special Committee then discussed the upcoming bid deadline and determined to meet on April 27, 2024, to review and evaluate any bids. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(vi) to the Schedule 13e-3 of which this proxy statement forms a part.

On April 26, 2024, Permira submitted a non-binding indication of interest to acquire Squarespace for $42.50 per share, which was a 20% premium to Squarespace’s closing share price as of April 25, 2024, a 27% premium to Squarespace’s 90-day volume weighted average price, a 57% premium to Squarespace’s two-year volume weighted average price and a 12% premium to Squarespace’s 52-week high share price (the “April 26 Proposal”). The April 26 Proposal contemplated a rollover / co-investment from Mr. Casalena of at least 75% of his existing equity stake in Squarespace as well as a reinvestment by other existing stockholders of Squarespace in the amount of $500 million to $1 billion. Consistent with its initial statement to Squarespace and given that the April 26 Proposal included rollover terms, Permira’s April 26 Proposal was expressly conditioned on approval of the Special Committee and a majority of the Unaffiliated Company Stockholders. The April 26 Proposal also contained proposed governance terms addressing the issues raised by Mr. Casalena, a letter from a prospective financing source, a list of outstanding diligence requests and an illustrative transaction timeline contemplating a targeted signing date during the week of May 13, 2024. Permira’s response regarding the governance matters proposed, among other things, that (i) Mr. Casalena would rollover at least 75% of his stake in Squarespace, (ii) Mr. Casalena would hold securities with economic terms consistent with any sponsor, (iii) subject to achievement of certain performance metrics, which Squarespace had not consistently met on a historical basis but which were reasonable based on Squarespace’s financial projections, Mr. Casalena would have full control over budget, personnel and day-to-day operations and would be entitled to retain the role of chief executive officer, (iv) Mr. Casalena would have certain protective provisions in the post-closing entity, including limited time-restrained veto rights in certain circumstances over an IPO or sale and the right to appoint two board members, and (v) Mr. Casalena would serve as the chief executive officer of Squarespace with appropriate compensation. Squarespace’s Class A Common Stock closed trading on April 26, 2024 at $35.53 per share.

None of Party A, Party B, Party C, Party D, Party E, Party F or Party G submitted a bid by the April 26 bid deadline and thereafter none of them participated further in the Special Committee’s strategic review process.

On April 27, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. The Special Committee members and the Special Committee’s advisors reviewed and discussed the key terms of the April 26 Proposal submitted by Permira. Mr. Fleisher reported that he spoke with Mr. Casalena regarding the April 26 Proposal and Mr. Casalena explained that he was willing to consider rolling the portion of his equity contemplated in the April 26 Proposal but that he did not think $42.50 per share was a sufficiently attractive price to vote in favor of the transaction in his stockholder capacity. The Special Committee and representatives of Centerview and RLF discussed the possibility of soliciting interest from any other potential bidders in light of the fact that only Permira had submitted a bid. During this discussion, the Special Committee discussed various factors, including, the time delay associated with soliciting new potential bidders, the potential for information leaks, the risk of Permira losing interest in a potential transaction and the likelihood that any other party would be willing to submit a bid. Following this discussion, the Special Committee determined that it was in the best interests of the Unaffiliated Company Stockholders to focus on pushing for a further price increase from Permira rather than soliciting interest from other parties. As a result of this determination, the Special Committee directed Centerview to inform Permira that the Special Committee was interested in continuing discussions with Permira, but that Permira would need to increase its offer price of $42.50 per share in order for Permira to move forward in the process. A representative of RLF then

discussed with the Special Committee members the possibility of granting Permira a Section 203 waiver to permit Permira to engage in more extensive discussions with Mr. Casalena, General Atlantic and Accel regarding potential equity participation in the potential transaction if Permira increased its offer price and related considerations. The RLF representatives also provided an overview of the key terms of the auction draft of the merger agreement, noting, among other things, that it contained a go-shop and that the merger was conditioned on approval by a majority of the Unaffiliated Company Stockholders and a separate class vote of the Class A and Class B stockholders, each voting as a separate class. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(vii) to the Schedule 13e-3 of which this proxy statement forms a part.

On April 29, 2024, Permira submitted a revised proposal to acquire Squarespace for an increased price of $43.25 per share, with the other non-price terms remaining identical to the April 26 Proposal, which was a 22% premium to Squarespace’s closing share price as of April 26, 2024, a 29% premium to Squarespace’s 90-day volume weighted average closing price, a 61% premium to Squarespace’s two-year volume weighted average closing price and a 14% premium to Squarespace’s 52-week high share price (the “April 29 Proposal”). The April 29 Proposal indicated that it was subject to Squarespace agreeing to an exclusivity period with Permira through May 15, 2024 to complete due diligence and finalize the documentation for the proposed transaction. The April 29 Proposal did not modify any terms contained in the April 26 Proposal relating to the governance requests from Mr. Casalena. Squarespace’s Class A Common Stock closed trading on April 29, 2024 at $35.56 per share.

During the course of that same day, the Special Committee members discussed the April 29 Proposal and agreed that it was sufficient for Permira to continue in the process. Accordingly, the Special Committee members instructed the Special Committee’s advisors to coordinate with Squarespace and its advisors to provide Permira with access to the additional diligence materials requested and with an initial draft of the Merger Agreement.

On April 30, 2024, an initial draft of the Merger Agreement was provided to Permira and Latham & Watkins LLP, Permira’s legal counsel (“Latham & Watkins”).

Also on April 30, 2024, a representative of Accel contacted Mr. Casalena and Mr. Gooden to request access to Squarespace’s virtual data room in connection with its evaluation of whether to potentially provide a portion of the equity financing contemplated in the April 26 Offer as coming from existing Squarespace stockholders. The Special Committee determined to permit Accel to access such diligence materials subject to Accel signing an NDA.

On April 30, 2024 and May 1, 2024, Mr. Casalena and other members of the Squarespace management team met with representatives of Permira. During these meetings, the parties discussed diligence matters concerning Squarespace and related matters, and did not discuss governance terms.

On May 1, 2024, Accel executed an NDA, following which certain of its representatives were provided with access to the virtual data room. Similar to the General Atlantic NDA, the Accel NDA contained customary terms, but did not include standstill provisions.

Also on May 1, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. During the meeting, the Special Committee members and the Special Committee’s advisors discussed the April 29 Proposal. Representatives of Centerview then advised the Special Committee members on timing considerations with regard to the proposed timeline included in the April 29 Proposal and Permira’s request for exclusivity. The Special Committee members and their advisors discussed negotiation strategies for increasing Permira’s offered price. The Special Committee decided to reject Permira’s request for exclusivity and directed Centerview to give Permira a deadline of May 9, 2024 to submit a better proposal after conducting additional due diligence. The Special Committee also authorized RLF to work with Skadden to negotiate the terms of the Merger Agreement and related transaction documents with Latham & Watkins. The Special Committee also unanimously approved resolutions granting a waiver under Section 203 of the DGCL pursuant to which Mr. Casalena, General Atlantic and Accel (and their respective affiliates) were permitted to enter into more detailed discussions with each other and Permira in connection with the potential transaction, but the Special Committee retained final authority over whether or not to approve any final transaction or transaction documents that were negotiated (the “Section 203 Waiver”).

On May 2, 2024, the Squarespace Board held a regularly scheduled meeting, also attended by members of management during which management provided the Board with an update on Squarespace’s financial performance.

During this meeting, Mr. Fleisher provided the Squarespace Board with a general update regarding the Special Committee’s process and that the April 26 Proposal and the April 29 Proposal had been received, but did not discuss the Special Committee’s views on the terms or price proposed by Permira in the April 26 Proposal or the April 29 Proposal.

Also on May 2, 2024, Mr. Casalena and other members of Squarespace’s management team met with representatives of Permira to discuss diligence matters related to Squarespace. From May 2, 2024 through May 8, 2024, Squarespace management held a series of due diligence meetings regarding Squarespace’s business with Permira representatives and advisors.

Also on May 2, 2024, representatives of Latham & Watkins, RLF and Skadden met to discuss the initial draft of the Merger Agreement.

From May 2, 2024 through May 12, 2024, Mr. Erlong and a representative of General Atlantic had a series of brief telephone calls to discuss the potential transaction, the quantum of General Atlantic’s rollover and/or reinvestment and status of General Atlantic’s diligence. No terms of a governance proposal were discussed during these meetings.

Also on May 2, 2024, Mr. Erlong and Andrew Young, a partner of Permira, had a brief telephone call with a representative of Accel, which was followed by a meeting between Mr. Young and a representative of Accel on May 10, 2024 and a telephone call between Mr. Patel and a representative of Accel on May 11, 2024. The purpose of each of the telephone calls and the meeting with Accel was for Permira to better acquaint itself with Accel so that Permira could determine whether it would be comfortable having Accel participate in the proposed transaction as a potential source of equity financing. No terms of a governance proposal were discussed during these meetings.

From May 4, 2024 through the execution of the Merger Agreement, representatives of WSGR and Latham & Watkins held periodic discussions regarding the post-closing governance terms.

On May 5, 2024, Latham & Watkins provided their comments to the initial draft of the Merger Agreement. Latham & Watkins deleted the go-shop provision in its entirety and restricted the no-shop provision. In addition, Latham & Watkins deleted the two-tiered fee concept differentiating a termination during the go-shop period and no-shop period, and proposed a single company termination fee of 4% of Squarespace’s equity value as implied by Permira’s per share offer price. Latham & Watkins also lowered the reverse termination fee to 5%, which was decreased from the 7% proposed. Latham & Watkins generally made buyer-friendly revisions to the representations and warranties, interim operating covenants, and material adverse effect definition. Latham & Watkins generally accepted the antitrust covenant in the auction draft of the Merger Agreement (including the “hell or high water” standard of efforts to obtain antitrust clearance, with respect to controlled Affiliates of Parent), and agreed to make payments in respect of Squarespace’s vested RSUs, PSUs and in-the-money Squarespace Options, although any such Equity Awards, if unvested, would convert into cash awards to be paid as and when the applicable vesting conditions are satisfied.

Also on May 5, 2024, Mr. Casalena and Mr. Erlong met to discuss equity participation in the potential transaction and the post-closing governance arrangements. On May 6, 2024, Mr. Casalena and Mr. Erlong had a follow-up meeting to discuss the same topics. On the same day, Mr. Casalena had separate calls with a representative of each of Accel and General Atlantic to discuss their potential rollover and/or reinvestment commitments in connection with a potential transaction.

On May 6, 2024, the Special Committee acted by unanimous written consent to adopt resolutions expanding the previously granted Section 203 Waiver to permit Permira, Mr. Casalena, Accel and General Atlantic to engage in discussions regarding the potential transaction with Permira’s potential and existing limited partners or co-investors and potential financing sources.

On May 7, 2024, Skadden and RLF provided their comments to Latham & Watkins, in response to their draft of the Merger Agreement. Skadden and RLF reinserted the go-shop provision and revised the no-shop language to be more favorable to Squarespace. Skadden and RLF in addition reinserted the two-tiered company termination fee concept and proposed 3% for the company termination fee during the no-shop period and 1.5% for the go-shop termination fee. Skadden and RLF proposed a reverse termination fee of 6.5%. Skadden also reversed certain of Latham & Watkins’ edits to the representations and warranties, interim operating covenants and material adverse effect definition and made limited revisions to the antitrust covenant and provisions relating to payments in respect of equity awards.

Also on May 7, 2024, representatives of Permira and Accel (with a representative of Centerview present) met by videoconference to discuss the potential transaction.

On May 8, 2024, a management presentation attended by members of Squarespace management and representatives of JPM and Centerview was held with representatives of Accel. Also on that day, a representative of Accel met briefly with Mr. Casalena, with a representative of Centerview present, to discuss the proposed transaction.

Also on May 8, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. At the meeting, it was noted that Permira was expected to make its final bid on May 9, 2024. RLF representatives provided an update on the negotiations with Latham & Watkins regarding the Merger Agreement. Representatives of RLF and Centerview provided further updates on the negotiation process with Permira, including advising the Special Committee that Mr. Casalena, General Atlantic and Accel had met with Permira to discuss their possible equity participation in the potential transaction and certain post-closing governance matters. The Special Committee discussed timing and negotiation considerations related to the potential transaction.

On May 9, 2024, Permira submitted a revised proposal to acquire Squarespace for $44.00 per share, which Permira indicated was its best and final proposal and which was a 20% premium to Squarespace’s closing share price as of May 9, 2024, a 29% premium to Squarespace’s 90-day volume weighted average closing price, a 62% premium to Squarespace’s two year volume weighted average price and a 15% premium to Squarespace’s 52-week high share price (the “Final Proposal”). The Final Proposal contemplated a rollover by Mr. Casalena of 75% of his existing equity stake in Squarespace as well as a rollover/reinvestment by General Atlantic and Accel in the amount of $700 million in the aggregate. Along with the Final Proposal, Permira submitted its markup of the Merger Agreement, revised post-closing governance terms and markups of the disclosure letters to the Merger Agreement, form of equity commitment letter, Fee Funding Agreement, form of support agreement, Debt Commitment Letter and customarily redacted fee letters to the Debt Commitment Letter. The terms of the draft Merger Agreement submitted by Permira in connection with the Final Proposal conditioned the merger on approval by the Special Committee and a majority of the Unaffiliated Company Stockholders. The revised post-closing governance terms (i) provided that Mr. Casalena would rollover at least 75% of his stake in Squarespace, (ii) provided that Mr. Casalena would hold securities with economic terms consistent with any sponsor, (iii) provided that, subject to achievement of certain company performance metrics, which Squarespace had not consistently met on a historical basis but which were reasonable based on Squarespace’s financial projections, Mr. Casalena would have full control over budget, personnel and day-to-day operations (subject to limitations on acquisitions above certain thresholds, setting certain executive compensation, employee equity compensation and borrowing other than draws from the company’s revolver facility below a threshold) and would be entitled to retain the role of chief executive officer, (iv) Permira will have customary veto rights, (v) outlined certain protective provisions that Mr. Casalena would have in the post-closing entity, including limited time-restrained veto rights in certain circumstances over an IPO or sale, (vi) contained customary minority protective for General Atlantic and Accel, (vii) provided that Mr. Casalena would have the right to appoint two of eight board members with each of General Atlantic and Accel being entitled to appoint one board member and Permira having the right to appoint four board members, and (viii) contemplated that Mr. Casalena’s compensation would be appropriate, as determined by the post-closing board. Squarespace’s Class A Common Stock closed trading on May 9, 2024 at $36.82 per share.

Also on May 9, 2024, Mr. Casalena had several calls with representatives of Permira regarding the details of the post-closing governance matters contained in the Final Proposal and had an informal meeting with Ms. Everson (with a representative of Centerview attending) to discuss potential future collaboration if a transaction were to proceed.

On May 10, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. During the meeting, the Special Committee members and the Special Committee’s advisors discussed the Final Proposal (including the post-closing governance terms), which Permira had stated was its best and final offer, and Permira’s proposed revisions to the Merger Agreement and various other transaction documents. Representatives of Centerview provided an overview of the negotiations with Permira to date, noting that Permira had increased its offer price three times from $40.50 per share price in the February Proposal to its current offer price of $44.00 per share. Representatives of Centerview advised the Special Committee that assuming no material changes were made to the Final Proposal, if requested by the Special Committee, Centerview would be able to render a fairness opinion based on the $44.00 Per Share Price. The Centerview representatives also advised the Special Committee that they believed Permira was unlikely to increase its price any further. Representatives of RLF advised the Special Committee members on their fiduciary duties in considering the Final Proposal and provided an overview of the terms of the Merger Agreement. Representatives of RLF noted that the go-shop provision had been deleted by Permira in its

markup of the Merger Agreement. Representatives of RLF advised the Committee regarding the go-shop provision, noting that the Special Committee had run a robust solicitation process and that a go-shop provision was not needed if the Special Committee was satisfied that it had received the best price reasonably available. Representatives of RLF advised the Special Committee that even if the Merger Agreement did not contain a go-shop provision, third parties would still have an opportunity to submit alternative offers during a passive post-signing window-shop period. To this end, representatives of RLF noted that instead of a go-shop, the Special Committee could seek a relatively low termination fee so that there would be a low barrier to entry if any third party wanted to make an unsolicited offer. The Special Committee members and their advisors discussed Permira’s deletion of the go-shop provision, as well as the proposed termination fees, and considered potential responses to those points and other open points in the Merger Agreement. After further discussion, the Special Committee determined that the offer price of $44.00 per share was the best price reasonably available to Squarespace and the Unaffiliated Company Stockholders and determined to move forward towards recommending the proposed transaction with Permira to the Squarespace Board subject to negotiation and review of the final Merger Agreement and other transaction documents. In accordance with this determination, the Special Committee directed Centerview to communicate to Permira that Permira’s offer of $44.00 per share was agreeable to the Special Committee but that the terms of the Merger Agreement and other transaction documents needed to be finalized before the Special Committee would be willing to move forward with Permira’s offer. The Special Committee also directed Centerview to inform Permira that it could engage in more detailed discussions about the post-closing governance issues with Mr. Casalena, General Atlantic and Accel regarding the potential transaction.

On May 10, 2024, Centerview called Permira to formally accept on behalf of the Special Committee the offer of $44.00 and relay the other aspects of the Special Committee’s directions.

Following the submission of the Final Proposal, and as authorized by the Special Committee, Mr. Casalena and representatives of Permira, General Atlantic and Accel engaged in various conversations and negotiations regarding the potential transaction, including related to financing the transaction (including the portion that would be financed with existing stockholder equity investment in the transaction) and details of certain go-forward governance rights.

From May 10, 2024 until May 12, 2024, the advisors to the Special Committee and Squarespace engaged in numerous discussions and negotiations with Permira and its advisors to negotiate and finalize the terms of the Merger Agreement and the other transaction documents.

On May 12, 2024, the Special Committee held two meetings. The first meeting was attended by representatives of RLF and Centerview. At the meeting, representatives of RLF provided an update on the status of the Merger Agreement and the other transaction documents and summarized the negotiations that had occurred between the parties with respect to the key changes to the terms of the Merger Agreement, including the elimination of the go-shop and amount of the termination fees, since the May 10 meeting of the Special Committee. After discussion, the Special Committee determined that the proposed terms of the Merger Agreement were acceptable and directed RLF to work with Skadden and Permira’s advisors to finalize the terms of the Merger Agreement. A representative of RLF advised the Special Committee regarding the Special Committee members’ fiduciary duties in connection with considering the transaction, as well as the standards of review applicable to the Special Committee’s actions and decisions in connection with the transaction. Representatives of RLF then reviewed the Special Committee’s process to date and certain additional factors for the Special Committee to consider in connection with the proposed transaction. The Special Committee members discussed and reviewed the updated relationship disclosures provided by Centerview to the Special Committee prior to the meeting, which are disclosed below in the section captioned “Special Factors—Opinion of the Financial Advisor to the Special Committee.” A representative of RLF described the nature and amount of work RLF had performed in the last five years for Permira (for which RLF received fees in the aggregate less than $250,000), General Atlantic (for which RLF received fees in the aggregate less than $850,000) and Accel (for which RLF received fees in the aggregate less than $250,000), noting that none of the fees received for this work were viewed as being material to RLF from a financial perspective, and confirmed that RLF had not done any work for Squarespace or Mr. Casalena in the last five years. Representatives of Centerview noted that they would be prepared to present Centerview’s financial analysis and render Centerview’s fairness opinion, if requested by the Special Committee, at the Special Committee’s scheduled afternoon meeting later that day.

The Special Committee’s second meeting on May 12, 2024, was attended by representatives of RLF and Centerview. At the meeting, a representative of RLF reported that the Merger Agreement had been finalized, but that the interim investors agreement between Permira, Mr. Casalena, General Atlantic and Accel to which Squarespace would not be a party was continuing to be negotiated and finalized. The representatives of Centerview summarized the strategic

review process to date, noting Centerview had solicited interest from eight financial sponsors (including Permira), seven of such sponsors had executed NDAs, five of such sponsors had held meetings with Squarespace’s management team, and only Permira had submitted a bid. A representative of Centerview also reviewed the key terms of the Final Proposal, including the price of $44.00 per share and the financing sources and uses for the proposed transaction, the premiums, valuation multiples and enterprise values implied by Permira’s final offer and prior offers, and Squarespace management’s long-range plan and financial projections for 2024 through 2029, as previously approved by the Special Committee. A representative of Centerview also advised the Special Committee that based on Centerview’s valuation analysis, Centerview was prepared to provide its fairness opinion at the Special Committee’s request. Next, a representative of RLF provided a summary of the key terms of the Merger Agreement and the other transaction documents, including the treatment of equity awards, the closing conditions (including the requirement that the Merger Agreement be approved by a majority of the Unaffiliated Company Stockholders as well as by separate class votes by the holders of the Class A Common Stock and Class B Common Stock), the level of efforts required by the parties to obtain regulatory approval, the covenants of the parties (including the no solicitation provision applicable to Squarespace), the termination fees payable by the parties under certain circumstances, the support agreements to be entered into by Mr. Casalena, Accel and General Atlantic and other key terms. Following this discussion, a representative of RLF reviewed with the Special Committee proposed resolutions related to the transaction. Following additional discussion, the meeting was adjourned to give the parties additional time to finalize all of the transaction documents. The meeting was reconvened later that evening after the Special Committee members and their advisors had received final versions of each of the transaction documents (specifically, the Merger Agreement, disclosure letters to the Merger Agreement, Fee Funding Agreement, Commitment Letters, customarily redacted fee letters to the Debt Commitment Letter and Support Agreements, in each case including all exhibits, annexes and schedules thereto) and the Special Committee members and their advisors discussed the final terms of the transaction documents, including the revisions that had been made with respect to post-closing governance rights, which included, (i) revisions to the protective provisions of Mr. Casalena and the other investors and additional detail regarding the financial metrics to be achieved, (ii) revisions to the board composition of the post-closing entity, and (iii) further detail regarding other miscellaneous provisions related to the governance of the post-closing entity, including transfer restrictions, co-sale rights, registration rights, preemptive rights, information rights and tax matters (in the case of each of Accel and General Atlantic, consistent with rights typically provided to minority investors). After this discussion, and after the representatives of Centerview reviewed with the Special Committee Centerview’s financial analysis of the Per Share Price, upon request by the Special Committee, a representative of Centerview rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated May 12, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations, upon the review undertaken in preparing its opinion, the Per Share Price to be paid to the Unaffiliated Company Stockholders (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a more detailed discussion of Centerview’s opinion, please see the section entitled “Special Factors—Opinion of Financial Advisor to the Special Committee”. After further discussion, the Special Committee unanimously approved and adopted resolutions (i) declaring the Merger Agreement, the related transaction documents and the transactions contemplated thereby advisable, fair to, and in the best interests of Squarespace and its stockholders, including the Unaffiliated Company Stockholders, (ii) approving of the Merger Agreement, transaction documents and the transactions contemplated thereby for purposes of Section 203 of the DGCL and (iii) recommending that the Squarespace Board approve, adopt and declare advisable and in the best interests of Squarespace and its stockholders, including the Unaffiliated Company Stockholders, the Merger Agreement, the transaction documents and the transactions contemplated thereby and recommend and submit the same to Squarespace’s stockholders for adoption. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(ii) to the Schedule 13e-3 of which this proxy statement forms a part.

Later on May 12, 2024, following the conclusion of the reconvened meeting of the Special Committee, the Squarespace Board held a meeting attended by members of Squarespace management and representatives of Skadden, JPM, RLF and Centerview. During the meeting, Mr. Fleisher provided the Squarespace Board with an overview of the Special Committee’s process to date, summarizing the outreach process conducted by Centerview and the history of negotiations with Permira that ultimately resulted in the Final Proposal. Representatives of Centerview provided the Squarespace Board with an overview of Centerview’s financial analysis that was presented to the Special Committee and advised the Squarespace Board that Centerview had rendered a fairness opinion to the Special Committee. Representatives of Skadden provided a detailed summary of the Merger Agreement and the other transaction documents (specifically, the disclosure letters to the Merger Agreement, Fee Funding Agreement,

Commitment Letters, customarily redacted fee letters to the Debt Commitment Letter and Support Agreements, in each case including all exhibits, annexes and schedules thereto), final versions of which were provided to the Squarespace Board prior to the meeting. After further discussion, the Squarespace Board adopted resolutions approving the Merger Agreement and recommending the Merger Agreement to the stockholders. The Squarespace Board also adopted resolutions approving certain other transactions in connection with the merger, including the support agreements to be entered into by Mr. Casalena, Accel and General Atlantic, the fee funding agreement between certain Permira-affiliated entities, Parent and Squarespace, and certain treatment of equity awards. The Squarespace Board further authorized the execution and filing of certain exhibits to the Merger Agreement, securities laws filings and regulatory filings, each as prescribed by applicable laws. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(viii) to the Schedule 13e-3 of which this proxy statement forms a part.

On May 13, 2024, the parties executed the Merger Agreement and the other transaction documents before market open and publicly announced the entry into the Merger Agreement.

On June 14, 2024, the Special Committee held a meeting attended by representatives of RLF and Centerview. During the meeting, the Special Committee reviewed and approved this proxy statement.

As of the date of this proxy statement, the Special Committee has not been disbanded.

For purposes of this Proxy Statement, each of “Acquisition Proposal,” “Superior Proposal” and “Acceptable Confidentiality Agreement” is defined in the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers.”

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Special Committee consulted with its independent financial advisor, Centerview, and its independent legal advisor, RLF, and, where appropriate, with members of Squarespace management. At the conclusion of its review, the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its Unaffiliated Company Stockholders; and (2) recommended that the Squarespace Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit to Squarespace’s stockholders, and recommend the adoption of, the Merger Agreement. In addition, the Special Committee believes that the Merger is substantively and procedurally fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. The Special Committee did not assess whether the “rollover” provisions of the Support Agreements with the Rollover Stockholders are advisable, fair to and in the best interests of the Rollover Stockholders.

In the course of reaching its determination and making its recommendations, the Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Squarespace Board:

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Company Stockholders. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Company Stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to Squarespace’s unaffiliated stockholders:

In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following non-exhaustive list of countervailing factors and risks concerning the Merger Agreement and the Merger, which are not presented in any relative order of importance:

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

After considering the unanimous recommendation of the Special Committee and on the basis of the other factors described above, the Squarespace Board unanimously (1) determined that the Merger Agreement is in the best interests of Squarespace and its stockholders; (2) declared the Merger Agreement and the consummation of the Merger and the transactions contemplated thereby advisable; (3) approved the execution and delivery of the Merger Agreement by Squarespace, the performance by Squarespace of its covenants and other obligations in the Merger, and the consummation of the Merger Agreement upon the terms and conditions set forth therein; (4) resolved to submit the Merger Agreement to Squarespace’s stockholders for adoption; and (5) recommended that Squarespace’s stockholders vote in favor of the adoption of the Merger Agreement and the approval of the Merger in accordance with the DGCL.

In addition, the Squarespace Board, on behalf of Squarespace, believes, based on the factors described below, that the Merger is substantively and procedurally fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Squarespace Board did not assess whether the “rollover” provisions of the Support Agreements with the Rollover Stockholders are advisable, fair to and in the best interests of the Rollover Stockholders.

In the course of reaching its determination and making its recommendations, the Squarespace Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

The Squarespace Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

The foregoing discussion of the information and factors considered by the Special Committee and by the Squarespace Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Squarespace Board and the complexity of these factors, neither the Special Committee nor the Squarespace Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each member of the Special Committee and of the Squarespace Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Squarespace Board were based upon the totality of the information presented to, and considered by, the Special Committee and the Squarespace Board, respectively.

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Squarespace Board and the Special Committee did not consider the liquidation value of Squarespace because (1) they considered Squarespace to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be

impracticable given the significant execution risk involved in any breakup of Squarespace. For the foregoing reasons, the Squarespace Board and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Squarespace Board and the Special Committee did not consider Squarespace’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of Squarespace as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Squarespace, market conditions, trends in the industry in which Squarespace operates or the business risks inherent in the industry. In addition, the Squarespace Board and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Squarespace—Transactions in Squarespace Common Stock” (all of which were below the Per Share Price) to be relevant except to the extent that those prices indicated the trading price of the Squarespace Common Stock during the applicable periods. The Squarespace Board and the Special Committee believed at the time of entering into the Merger Agreement that the trading price of the shares of Squarespace common stock at any given time represents the best available indicator of Squarespace’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Squarespace Board and the Special Committee considered the value of Squarespace as a going concern by taking into account the value of Squarespace’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

Other than as described in this proxy statement, the Squarespace Board is not aware of any firm offer by any other person during the prior two years for (1) a merger or consolidation of Squarespace with another company; (2) the sale or transfer of all or substantially all of Squarespace’s assets; or (3) a purchase of Squarespace’s securities that would enable such person to exercise control of Squarespace.

On May 12, 2024, Centerview rendered to the Special Committee its oral opinion, subsequently confirmed in a written opinion dated as of May 12, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Per Share Price to be paid to the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares, a group of security holders which the Special Committee considered to be situated substantially similarly to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act), pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated May 12, 2024, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B to this proxy statement. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions contemplated by the Merger Agreement and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the Unaffiliated Company Stockholders (other than with respect to Excluded Shares) of the Per Share Price to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the transactions contemplated by the Merger Agreement and does not constitute a recommendation to any stockholder of Squarespace or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the transactions contemplated by the Merger Agreement or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

The Forecasts are described in the section of this proxy statement captioned “Special Factors—Unaudited Prospective Financial Information”.

Centerview also participated in discussions with members of the senior management and representatives of Squarespace regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for Squarespace and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Squarespace as to the matters covered thereby and Centerview relied, at the Special Committee’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Squarespace, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Squarespace. Centerview assumed, at the Special Committee’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the transactions contemplated by the Merger Agreement will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions contemplated by the Merger Agreement, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Squarespace, or the ability of Squarespace to pay its obligations when they come due, or as to the impact of the transactions contemplated by the Merger Agreement on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, Squarespace’s underlying business decision to proceed with or effect the transactions contemplated by the Merger Agreement, or the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business strategies or transactions that might be available to Squarespace or in which Squarespace might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the Unaffiliated Company Stockholders (other than with respect to any Excluded Shares) of the Per Share Price to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and

Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the transactions contemplated by the Merger Agreement, including the Merger, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the transactions contemplated by the Merger Agreement, including, without limitation, the fairness of the transactions contemplated by the Merger Agreement or any other term or aspect of the transactions contemplated by the Merger Agreement to, or any consideration to be received in connection therewith by, or the impact of the transactions contemplated by the Merger Agreement on, the holders of any other class of securities, creditors or other constituencies of Squarespace or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Squarespace or any party, or class of such persons in connection with the transactions contemplated by the Merger Agreement, whether relative to the Per Share Price to be paid to the Unaffiliated Company Stockholders pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of Squarespace or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the transactions contemplated by the Merger Agreement or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions contemplated by the Merger Agreement. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s written opinion, dated May 12, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Squarespace. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion.

In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Squarespace or any other parties to the transactions contemplated by the Merger Agreement. None of Squarespace, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Squarespace do not purport to be appraisals or reflect the prices at which Squarespace may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 10, 2024 (the last trading day before the public announcement of the transactions contemplated by the Merger Agreement) and is not necessarily indicative of current market conditions.

Centerview reviewed certain financial information of Squarespace and compared it to corresponding financial information of the following selected comparable public companies that Centerview deemed comparable, based on its experience and professional judgment, to Squarespace (the “selected companies”). The selected companies listed below were chosen by Centerview, among other reasons, because they are companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, Centerview considered similar to those of Squarespace. Centerview made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of Squarespace and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of May 10, 2024, Centerview calculated for each selected company, such company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other dilutive equity instruments) plus non-controlling interests, face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations made in arriving at Squarespace’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (“EV”), as a multiple of estimated next twelve months unlevered free cash flow (“NTM uFCF”) as derived from Wall Street research analyst consensus metrics. Such multiple is referred to in this section, with respect to a selected company, as “EV / NTM uFCF”.

The selected companies and the results of this analysis are summarized as follows:

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a range of multiples of EV / NTM uFCF of 17.0x to 20.0x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of Squarespace and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the range of multiples of EV / NTM uFCF to Squarespace’s NTM uFCF of $353 million derived from the Forecasts (calculated based on the time-weighted average of estimated unlevered free cash flow for the fiscal years ending 2024 and 2025 of $331 million and $392 million, respectively, as of May 10, 2024), to derive a range of implied enterprise values for Squarespace. Centerview subtracted from each of these ranges Squarespace’s estimate of the face value of Squarespace’s net debt of approximately $265 million as of April 30, 2024 (pro forma for certain share repurchases on May 2, 2024) as set forth in the Internal Data to derive a range of implied equity values for Squarespace. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of Common Stock as of May 9, 2024, calculated on a treasury stock basis based on the Internal Data, to derive a range of implied values per share of approximately $38.10 to $45.10, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $44.00 per share proposed to be paid to the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares) pursuant to the Merger Agreement.

Centerview performed a discounted cash flow analysis of Squarespace based on the Forecasts. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash

flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. For purposes of this analysis, stock-based compensation was treated as a cash expense.

In performing this analysis, Centerview calculated a range of implied enterprise values for Squarespace by discounting to present value as of April 30, 2024 (using discount rates ranging from 12.5% to 14.5%, based upon Centerview’s analysis of Squarespace’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience): (i) the forecasted unlevered free cash flows (after treating stock-based compensation as a cash expense) of Squarespace based on the Forecasts over the period beginning May 1, 2024 and ending on December 31, 2029, as approved by the Special Committee and utilized by Centerview at the direction of the Special Committee (see the section of this proxy statement captioned “Special Factors—Unaudited Prospective Financial Information”) and (ii) a range of implied terminal values of Squarespace at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to Squarespace’s NTM uFCF as of December 31, 2028 (which reflects projected uFCF for fiscal year 2029), ranging from 15.0x to 18.0x. Centerview then (a) subtracted from this range the face value of Squarespace’s net debt of approximately $265 million as of April 30, 2024 (pro forma for certain share repurchases on May 2, 2024) as set forth in the Internal Data and (b) divided this range of implied equity values by the number of fully diluted outstanding shares of Common Stock as of May 9, 2024, calculated on a treasury stock basis based on the Internal Data to derive a range of implied values per share of Common Stock of approximately $41.65 to $53.10, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $44.00 per share proposed to be paid to the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares) pursuant to the Merger Agreement.

Centerview noted for the Special Committee certain additional factors solely for reference and informational purposes, including, among other things, the following:

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the transactions contemplated by the Merger Agreement. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee or management of Squarespace with respect to the Per Share Price or as to whether the Special Committee would have been willing to determine that a different consideration was fair. The consideration for the transactions contemplated by the Merger Agreement was determined through arm’s-length negotiations between the Special Committee and Parent and was approved by the Special Committee. Centerview provided advice to the Special Committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration to Squarespace or the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the transactions contemplated by the Merger Agreement.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion,

Centerview had not been engaged to provide financial advisory or other services to Squarespace, and did not receive any compensation from Squarespace during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Accel Management Co. Inc., (“Accel Management”), affiliates of which are stockholders of Squarespace, and Centerview did not receive any compensation from Accel Management during such period. Centerview’s UK affiliate, Centerview Partners UK LLP, is currently engaged to provide financial advisory services unrelated to Squarespace to a company in which funds affiliated with GA SQRS II, a significant stockholder of Squarespace, hold a minority equity interest and Centerview has received €500,000 in compensation and expects to receive additional compensation of approximately €1.5 million from such company for such services. In 2023, Centerview was engaged to provide financial advisory services to OneOncology, LLC (“OneOncology”), a portfolio company of General Atlantic Service Company, L.P. (“General Atlantic Service Company”), in connection with its sale to certain private investment firms, and Centerview received between $25 million and $35 million in compensation from OneOncology for such services. In 2023, Centerview was engaged to provide financial advisory services to Oak Street Health, Inc. (“Oak Street”) in connection with its sale to CVS Health Corporation, at which time affiliates of General Atlantic Service Company held an approximately 25% interest of Oak Street, and Centerview received approximately $80 million in compensation from Oak Street for such services. In 2022, Centerview was engaged to provide financial advisory services unrelated to Squarespace to a portfolio company of General Atlantic Service Company, and Centerview received less than $500,000 in compensation from such portfolio company for such services. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent or Merger Sub, and Centerview did not receive any compensation from Parent during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Permira, the sponsor of Parent, and Centerview did not receive any compensation from Permira during such period. Centerview may provide financial advisory and other services to or with respect to Squarespace, Accel Management, General Atlantic Service Company, GA SQRS II, Permira or Parent or their respective affiliates, including portfolio companies of Accel Management, General Atlantic Service Company, GA SQRS II or Permira in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Squarespace, Accel Management, General Atlantic Service Company, GA SQRS II, Permira or Parent or any of their respective affiliates including portfolio companies of Accel Management, General Atlantic Service Company, GA SQRS II or Permira or any other party that may be involved in the transactions contemplated by the Merger Agreement. For more information regarding relationships between Centerview and other third parties, see the full text of Centerview’s written opinion attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

The Special Committee selected Centerview as its financial advisor in connection with the transactions contemplated by the Merger Agreement based on, among other things, Centerview’s qualifications and expertise in advising on significant strategic transactions and other alternatives, including those involving public companies and companies in the Squarespace’s industry and in engagements where Centerview served as a financial advisor to a special or transaction committee of a board of directors. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to those contemplated by the Merger Agreement.

In connection with Centerview’s services as the financial advisor to the Special Committee, Squarespace has agreed to pay Centerview an estimated aggregate fee of approximately $43 million, $2.5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the Merger (the “Transaction Fee”) (which includes a $500,000 retainer, which is creditable against the Transaction Fee). Squarespace has also agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

In addition to the presentation made to the Special Committee on May 12, 2024, which will be filed with the SEC as Exhibit 16(c)(ii) to the Schedule 13E-3 and is described above, copies of preliminary illustrative presentations presented or delivered by Centerview to the Special Committee on March 26, 2024, April 9, 2024, April 19, 2024, April 25, 2024, and April 27, 2024, and to the Squarespace Board on May 12, 2024, containing, among other things, preliminary illustrative financial analyses are attached as exhibits to such Schedule 13E-3.

A summary of these preliminary illustrative presentations is provided below. The following summaries, however, do not purport to be a complete description of these preliminary illustrative presentations or of the preliminary financial analyses performed by Centerview.

None of these preliminary illustrative presentations by Centerview, alone or together, constitute, or form the basis of, an opinion of Centerview with respect to the consideration payable under the Merger Agreement, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the dates of the respective presentations.

Under a possible interpretation of the SEC rules governing “going-private” transactions, each Permira Filing Party and Parent Entity may be deemed to be an affiliate of Squarespace, and therefore required to express its belief as to the fairness of the proposed Merger to Squarespace’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Permira Filing Parties and Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Permira Filing Parties and Parent Entities as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Squarespace stockholder as to how that stockholder should vote on the Merger Proposal. The Permira Filing Parties and Parent Entities have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of Squarespace.

The Permira Filing Parties and Parent Entities believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Permira Filing Parties and the Parent Entities did not

participate in the discussions or deliberations of the Special Committee or the Squarespace Board regarding, nor have they received advice from the respective legal, financial or other advisors of the Special Committee or the Squarespace Board as to, the fairness of the Merger. None of the Permira Filing Parties nor the Parent Entities are members of, or have designated members on, the Squarespace Board. The Permira Filing Parties and Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Squarespace.

Based on, among other things, their knowledge and analyses of available information regarding Squarespace, as well as discussions with Squarespace’s senior management regarding Squarespace and its business and the factors considered by, and the analyses and resulting conclusions of, the Squarespace Board and the Special Committee discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board” (which analyses and resulting conclusions the Permira Filing Parties and Parent Entities adopt), the Permira Filing Parties and Parent Entities believe that the Merger is procedurally and substantively fair to the unaffiliated security holders of Squarespace. In particular, the Permira Filing Parties and Parent Entities considered the following, which are not listed in any relative order of importance:

The Permira Filing Parties and Parent Entities did not consider the liquidation value of Squarespace in determining their view as to fairness of the Merger to the unaffiliated security holders because the Permira Filing Parties and Parent Entities consider Squarespace to be a viable going concern and view the trading history of Squarespace Common Stock as an indication of Squarespace’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Permira Filing Parties and Parent Entities did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Merger to the unaffiliated security holders because they believed that net book value is not a material indicator of the value of Squarespace as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. See the section of this proxy statement captioned “Where You Can Find Additional Information” for a description of how to obtain copies of Squarespace’s periodic reports.

The Permira Filing Parties and Parent Entities did not establish a going concern value for Squarespace as a public company to determine the fairness of the Merger consideration to unaffiliated security holders because, following the Merger, Squarespace will have a significantly different capital structure.

The Permira Filing Parties and Parent Entities were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two years for (i) a merger or consolidation of Squarespace with another company, (ii) the sale or transfer of all or substantially all of Squarespace’s assets or (iii) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over Squarespace.

The Permira Filing Parties and Parent Entities did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to unaffiliated security holders. However, the Permira Filing Parties and Parent Entities did receive two presentations from their financial advisor, Goldman Sachs & Co. LLC (“Goldman Sachs”), on April 12, 2024 (filed as filed as exhibits (c)(x) and (c)(ix) to the Schedule 13E-3) that summarize publicly available (i) premia and multiple data for certain precedent transactions and (ii) trading and financial data for Squarespace and selected public companies.

The Permira Filing Parties and Parent Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Permira Filing Parties and Parent Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Permira Filing Parties and Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Permira Filing Parties and Parent Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The Permira Filing Parties and Parent Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Squarespace. This position however, is not intended to be and should not be construed as a recommendation to any Squarespace stockholder to approve the Merger Agreement. The Permira Filing Parties and Parent Entities make no recommendation as to how stockholders of Squarespace should vote their shares relating to the Merger. The Permira Filing Parties and Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated security holders of Squarespace, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the unaffiliated security holders of Squarespace.

Permira retained Goldman Sachs to provide financial advisory services in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger. In connection with the engagement, representatives of Goldman Sachs provided to representatives of Permira, for informational purposes only, the discussion materials dated April 12, 2024 (attached as Exhibit (c)(iv) to the Schedule 13E-3) and the discussion materials dated April 12, 2024 (attached as Exhibit (c)(v) to the Schedule 13E-3) (together, the “GS Discussion Materials”). The full text of the GS Discussion Materials, which sets forth assumptions made in connection with the analyses included therein, has been filed as an exhibit to the Schedule 13E-3 of which this proxy statement forms a part filed with the SEC in connection with the transactions contemplated by the Merger Agreement, including the Merger, and is incorporated herein by reference. The Schedule 13E-3, including the GS Discussion Materials, may be examined at, and copies may be obtained from, the SEC in the manner described under the section of this proxy statement entitled “Where You Can Find Additional Information.”. The description of the GS Discussion Materials set forth below is qualified in its entirety by reference to the full text of such GS Discussion Materials.

The GS Discussion Materials were provided solely for the benefit of Permira for its information and assistance in connection with its consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger and were not provided to Squarespace, the Special Committee or the Board prior to the execution of the Merger Agreement. The GS Discussion Materials do not convey rights or remedies upon the holders of any class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena or any other person and should not be relied on as the basis for any other purpose or any investment decision. Although Goldman Sachs provided financial advisory services to Permira in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger, Goldman Sachs was not requested to provide, and did not provide, to Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, the holders of any class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, or any other person (i) any opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the Merger Agreement or the Merger consideration to Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, any holder of Squarespace Common Stock, or the holders of any other class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic or Casalena, (ii) any other valuation of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic or Casalena for the purpose of assessing the fairness of the Merger consideration to any such person or (iii) any advice as to the underlying decision by Permira to engage in the transactions contemplated by the Merger Agreement. Additionally, Goldman Sachs was not asked to, and did not, among other things, provide any recommendation as to how to vote or act on any matters relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, or otherwise. In addition, the financial analyses and observations reflected in the GS Discussion Materials should not be viewed as a factor considered by Permira, the Board, the Special Committee, Squarespace’s management or otherwise with respect to the fairness of any consideration (including, without limitation, the Merger consideration), the Merger Agreement and the transactions contemplated thereby, including the Merger or otherwise. Further, the GS Discussion Materials do not constitute a recommendation to Permira, the Board, the Special Committee, Squarespace’s

management or otherwise with respect to the fairness of any consideration (including, without limitation, the Merger consideration), the Merger Agreement and the transactions contemplated thereby, including the Merger, or otherwise. Goldman Sachs did not address the underlying business decision of any party to the Merger Agreement to effect or enter into the Merger Agreement, the relative merits of the Merger Agreement and the transactions contemplated thereby, including the Merger, as compared to any alternative business strategies that might exist for any such party or the effect of any other transaction which any such party might engage in or consider. Because Goldman Sachs was not requested to, and did not, deliver a fairness opinion in connection with the transactions contemplated by the Merger Agreement, it did not perform financial analyses with a view towards those analyses supporting a fairness opinion. The GS Discussion Materials were preliminary and informational and are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

While the GS Discussion Materials include various analyses and observations (as described below), Permira believes that those analyses and observations were preliminary only and did not take into account all relevant factors; therefore, Permira did not consider such materials in determining an appropriate price for Squarespace, either in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger, or in future possible transactions. Permira did not rely on the GS Discussion Materials in negotiating the consideration payable in the Merger Agreement and the transactions contemplated thereby, including the Merger, or any other terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, or in deciding whether to enter into the Merger Agreement or any of the transactions contemplated thereby. This section and the GS Discussion Materials have nevertheless been provided in response to certain regulations governing Rule 13e-3 transactions. Goldman Sachs has consented to the inclusion of the GS Discussion Materials in their entirety as an exhibit to the Schedule 13E-3.

The GS Discussion Materials did not in any manner address the value of the Squarespace Common Stock or Squarespace taken as a whole or the prices at which Squarespace Common Stock or other securities would trade following the announcement or consummation of the Merger Agreement and the transactions contemplated thereby, including the Merger or any other transaction. Goldman Sachs did not express any view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to accounting, tax or other consequences resulting from the transactions contemplated by the Merger Agreement or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Squarespace, its business divisions or any other entity or business or the Merger Agreement and the transactions contemplated thereby, including the Merger.

In connection with their engagement, Goldman Sachs reviewed, among other things, certain publicly available business and financial information concerning Squarespace. The GS Discussion Materials were based on then-publicly available business and financial information about Squarespace. Goldman Sachs assumed and relied, without independent verification, upon the accuracy and completeness of all such information. With respect to any financial forecasts, projections, other estimates and other forward-looking information provided to or otherwise obtained by Goldman Sachs from public sources, data suppliers and other third parties, Goldman Sachs assumed that such forecasts, projections, other estimates and information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the preparer as to, and were a reasonable and reliable basis upon which to evaluate, the matters covered thereby. Goldman Sachs expressed no view as to any of the foregoing financial forecasts, projections, other estimates and other forward-looking information or the assumptions on which they were based. No representation or warranty, express or implied, was made by Goldman Sachs in relation to the accuracy or completeness of the information presented in the GS Discussion Materials or their suitability for any particular purpose. Goldman Sachs also considered such other factors as Goldman Sachs deemed appropriate. Goldman Sachs expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial forecasts, projections, other estimates or other forward-looking information provided to, obtained or otherwise reviewed by, or discussed with, Goldman Sachs, or the assumptions upon which they are based. Goldman Sachs did not conduct, and was not provided with, any independent valuation or appraisal of any assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Squarespace or Parent or any other company or business, nor did Goldman Sachs make any physical inspection of the properties or assets of Squarespace or Parent or any other company or business, nor did Goldman Sachs evaluate the solvency of Squarespace or Parent or any other company or business under any state or federal laws relating to bankruptcy, insolvency or similar matters or the ability of Squarespace or Parent to pay their respective obligations when they come due. The information in the GS Discussion Materials is subject to the

assumptions, limitations, qualifications and other conditions contained therein and 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 presentation. The matters considered by Goldman Sachs in their financial analyses and reflected in the GS Discussion Materials were necessarily based on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors as in effect on, and information made available to Goldman Sachs as of the date of such GS Discussion Materials. Many such conditions are beyond the control of Squarespace, Parent and Goldman Sachs. Permira did not give any specific instructions nor impose any limitations on Goldman Sachs with respect to the preparation of the GS Discussion Materials.

The analyses included in the GS Discussion Materials are inherently subject to uncertainty, and neither Goldman Sachs nor any other person assumes responsibility if future results are different from those forecasted. Furthermore, it should be understood that subsequent developments may affect the views expressed in the GS Discussion Materials and that Goldman Sachs does not have any obligation to update, revise or reaffirm its financial analyses or the GS Discussion Materials based on circumstances, developments or events occurring after the date of such GS Discussion Materials. With respect to the financial analyses performed by Goldman Sachs in the GS Discussion Materials: (a) such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses; (b) while none of the companies reviewed by Goldman Sachs for purposes of their analyses are directly comparable to Squarespace, the companies were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Squarespace based on Goldman Sachs’ familiarity with Squarespace’s industry and their professional judgment and experience; (c) while none of the selected transactions reviewed by Goldman Sachs for purposes of their analyses are identical to the Merger Agreement and the transactions contemplated thereby, including the Merger, and while none of the companies involved in such transactions is identical or directly comparable to Squarespace, the transactions were selected because they involved publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Squarespace based on Goldman Sachs’ familiarity with Squarespace’s industry and their professional judgment and experience or were transactions that for purposes of analysis may be considered similar to the Merger Agreement and the transactions contemplated thereby, including the Merger, based on Goldman Sachs’ professional judgment and experience; (d) in any event, Goldman Sachs’ analyses are not mathematical, rather, such analyses involve complex considerations and judgments concerning the differences in business, operating, financial and capital markets-related characteristics and other factors; and (e) such financial analyses do not purport to be appraisals or to reflect the prices at which shares or other securities or financial instruments of or relating to shares of Squarespace Common Stock may trade or otherwise be transferable at any time.

Goldman Sachs was not requested to, and did not, recommend or determine the consideration payable in the Merger Agreement. The type and amount of consideration payable in the Merger Agreement were determined through negotiations among Permira, on the one hand, and Squarespace, the Special Committee and the Board, on the other hand, and the decision to enter into the Merger Agreement was that of the parties to the Merger Agreement. The GS Discussion Materials were viewed by Permira as having limited relevance and were not relied on by Permira in arriving at the decision to enter into the Merger Agreement or the transactions contemplated thereby, including the Merger.

The summary set forth below does not purport to be a complete description of the financial analyses and observations performed by Goldman Sachs or the underlying assumptions made, procedures followed, matters considered, and limitations, qualifications and other conditions contained therein, nor does the order of the financial analyses or observations described represent the relative importance or weight given to those financial analyses or observations by Goldman Sachs. In general, the preparation of financial analyses, information and data is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial analyses and information are not readily susceptible to summary description. Future results may be different from those described and such differences may be material.

The GS Discussion Materials contained, among other things, summaries of publicly available (i) premia and multiple data for certain precedent transactions and (ii) trading and financial data for Squarespace and selected public companies.

Under the SEC rules governing “going-private” transactions, each of the Casalena Filing Parties, the Accel Filing Parties and the General Atlantic Filing Parties may be deemed to be an affiliate of Squarespace, and therefore required to express their belief as to the fairness of the proposed Merger to Squarespace’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act and, absent the Merger and the transactions contemplated thereby, neither the Accel Filing Parties nor the General Atlantic Filing Parties believes that it (i) directly or indirectly, controls, is controlled by, or is under common control with Squarespace or (ii) is a member of a controlled group or under common control with the Purchaser Filing Parties. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Rollover Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Rollover Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Squarespace stockholder as to how that stockholder should vote on the Merger Proposal. The Rollover Filing Parties have interests in the Merger both the same as those of the unaffiliated security holders of Squarespace by virtue of the expected receipt of the Per Share Price for a portion of the Rollover Filing Parties’ equity interests in the Company upon completion of the Merger, and not identical to those of the unaffiliated security holders of Squarespace by virtue of the Rollover Filing Parties’ commitment to roll over a portion of their ownership stake in the Company (such rollover being valued with the same valuation per share of Squarespace Common Stock as the Per Share Price) in exchange for a continuing ownership stake in a direct or indirect parent entity of Parent.

Although Mr. Braccia, an employee of an entity affiliated with the Accel Rollover Stockholders, Mr. Levy, an employee of an affiliate of the General Atlantic Rollover Stockholder, and Mr. Casalena, an affiliate of the Casalena Filing Parties are members of the Squarespace Board, such individuals were not members of the Special Committee and did not participate (i) in the discussions or deliberations of the Special Committee regarding, nor receive advice from the respective independent legal, financial or other advisors of the Special Committee as to, the fairness of the Merger or (ii) in the negotiations between the Special Committee, on the one hand, and the Permira Filing Parties and the Parent Entities, on the other, with respect to the terms of the Merger Agreement, including with respect to the Per Share Price to be paid to the unaffiliated security holders of Squarespace. For these reasons, the Rollover Filing Parties do not believe that their interests in the Merger influenced the decisions or recommendations of the Special Committee with respect to the Merger Agreement or the Merger.

Based on the knowledge and analyses of the Rollover Filing Parties of available information regarding the Company, and the factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Squarespace Board discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board” (which analyses and resulting conclusions the Rollover Filing Parties adopt), the Rollover Filing Parties believe that the Merger is substantively and procedurally fair to the unaffiliated security holders of Squarespace based upon substantially the same factors considered by the Permira Filing Parties and Parent Entities described under “Special Factors — Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger.” In addition to the factors described under the foregoing sections, the Rollover Filing Parties also believe that the Merger is procedurally and substantively fair to the unaffiliated security holders of Squarespace based upon, among other things, the following factors, which are not listed in any relative order of importance:

The Rollover Filing Parties believe the foregoing factors, including the ones described under the sections of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board” and “Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Squarespace. This position however, is not intended to be and should not be construed as a recommendation to any Squarespace stockholder to approve the Merger Agreement. The Rollover Filing Parties make no recommendation as to how stockholders of Squarespace should vote their shares relating to the Merger.

Following completion of the Merger, Merger Sub will have been merged with and into Squarespace, with Squarespace surviving the Merger as a wholly owned subsidiary of Parent. The shares of Squarespace Class A Common Stock are currently listed on the NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Squarespace Class A Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, Squarespace Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation, and the officers of Squarespace immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case until their successor is duly elected and qualified or until the earlier of his or her death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Squarespace as the Surviving Corporation will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and the bylaws of Squarespace as the Surviving Corporation will be amended and restated in their entirety to read as set forth in Exhibit B to the Merger Agreement, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation and such bylaws.

The Purchaser Filing Parties currently anticipate that Squarespace’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that Squarespace will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess what additional changes, if any, would be desirable following the Merger.

The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Purchaser Filing Parties are required to express their reasons for the Merger to Squarespace’s stockholders. The Purchaser Filing Parties are making this statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Purchaser Filing Parties, the primary purpose for the Merger is to benefit from any future earnings and growth of Squarespace after the merger of Merger Sub with and into Squarespace, making Squarespace privately held and wholly owned by Parent. The Purchaser Filing Parties believe that structuring the transaction in this manner is preferable to other transaction structures because it (i) enable Parent to acquire all of the outstanding shares of Squarespace Class A Common Stock at the same time, (ii) represents an opportunity for the Unaffiliated Company Stockholders to receive $44.00 in cash per share of Squarespace Class A Common Stock, without interest thereon and less any applicable withholding taxes, and (iii) allows the Rollover Stockholders to maintain a portion of their

investment in Squarespace through their commitments to roll over a portion of their existing equity interests in Squarespace into equity interests of a direct or indirect parent entity of Parent. The Merger will also allow each of the Rollover Stockholders to immediately realize in cash the value of a portion of their respective equity interests in Squarespace. In the course of considering the going-private transaction, the Purchaser Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Purchaser Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives.

The Purchaser Filing Parties determined to undertake the Merger at this time because the Purchaser Filing Parties believe that, as a private company, Squarespace will be able to improve its ability to execute initiatives that over time will create additional enterprise value for Squarespace. The Purchaser Filing Parties believe that this, along with Squarespace’s existing business and potential future opportunities, will allow the Purchaser Filing Parties’ investment in Squarespace to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Purchaser Filing Parties believe that Squarespace’s management and employees will be able to execute more effectively on future strategic plans.

If the Requisite Stockholder Approvals are obtained and all other conditions to closing of the Merger are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will merge with and into Squarespace, (2) the separate existence of Merger Sub will cease, and (3) Squarespace will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Squarespace will cease to be a publicly traded company, Squarespace Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and Squarespace will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (or at a later time as Squarespace, Parent and Merger Sub may agree and specify in such Certificate of Merger).

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time:

At or prior to the closing of the Merger, a sufficient amount of cash will be deposited with a designated Payment Agent selected by the Parent to pay the aggregate Per Share Price. Once a stockholder has provided the Payment Agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message (or such other evidence of transfer as the Payment Agent may reasonably request) with respect to book-entry shares, appropriate letter of transmittal and other items specified by the Payment Agent, then the Payment Agent will pay the stockholder the appropriate portion of the aggregate Per Share Price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

Following the Merger, all of the equity interests in the Surviving Corporation will be owned by Parent. If the Merger is completed, Parent (and the Rollover Stockholders indirectly through their indirect equity interests in Parent) will be the sole beneficiaries of Squarespace’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting Squarespace following the Merger. Similarly, Parent (and the Rollover Stockholders indirectly) will also bear the risks of ongoing operations, including the risks of any decrease in Squarespace’s value after the merger.

In connection with the Merger, certain members of Squarespace’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Squarespace’s stockholders generally, as described in more detail under “—Interests of Squarespace’s Directors and Executive Officers in the Merger.”

The primary benefit of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Per Share Price for each share of Squarespace Common Stock held by such stockholders as described above. This amount represents an approximately 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, as well as a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024. The Per Share Price of $44.00 represents approximately 61% premium over the 52-week low of $27.41 (on Nov 1, 2023) and approximately 41% premium over the 52-week VWAP of $31.28 as of May 10, 2024. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in Squarespace’s future earnings, growth or value.

The primary detriment of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by Squarespace after the Merger, including as a result of any sale of Squarespace or its assets to a third party in the

future. Additionally, the receipt of cash in exchange for Squarespace Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section entitled “—U.S. Federal Income Tax Considerations of the Merger”) who surrender their Squarespace Common Stock in the Merger.

If the Merger is completed, all of the equity interests in Squarespace will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates.

The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the surviving company and will therefore have a corresponding 100% interest in the surviving company’s net book value and net earnings. The table below sets forth the beneficial ownership of Squarespace Common Stock and resulting interests in Squarespace’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on Squarespace’s net book value at March 31, 2024 and net earnings for the nine months ended March 31, 2024, as if the Merger were completed on such date.

In addition, the Purchaser Filing Parties will benefit from the savings associated with Squarespace no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Squarespace Common Stock following the Merger and the risk that Squarespace will decrease in value following the Merger.

If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approvals, or if the Merger is not completed for any other reason, Squarespace’s stockholders will not receive any payment for their shares of Squarespace Common Stock in connection with the Merger. Instead, (1) Squarespace will remain an independent public company, (2) Squarespace Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Squarespace will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, Squarespace expects that: (x) our management will continue to operate the business as it is currently being operated, and (y) Squarespace’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Squarespace operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of Squarespace Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Squarespace Common Stock would return to the price at which Squarespace Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being

completed on the future value of your shares of Squarespace Common Stock. If the Merger is not completed, the Squarespace Board will continue to evaluate and review, among other things, Squarespace’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approvals, or if the Merger is not completed for any other reason, Squarespace’s business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, Squarespace has agreed to pay Parent a termination fee of $198,700,000, as more fully described in “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Company Termination Fee.”

Other than in connection with our regular earnings press releases and related investor materials, we do not, as a matter of course, make public projections as to our long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Squarespace management regularly prepares projections as to our future financial performance for internal use.

In April, 2024 in connection with the Special Committee’s review of strategic alternatives, Squarespace management prepared unaudited non-public prospective financial information of Squarespace, on a standalone basis without giving effect to the Merger, for fiscal year 2024 through fiscal year 2027, which was reviewed by the Special Committee. Information containing projections for fiscal year 2024 through fiscal year 2027 was made available to potential counterparties to a strategic transaction, including Permira, in connection with their due diligence review of a potential transaction. Squarespace management later prepared additional unaudited non-public prospective financial information of Squarespace, on a standalone basis without giving effect to the Merger, for fiscal year 2028 through fiscal year 2029, and including the projections for fiscal year 2024 through fiscal year 2027 previously made available to potential counterparties, for Centerview, the Special Committee’s financial advisor (the “Projections”). The Projections were provided to the Special Committee in connection with its evaluation of strategic alternatives and were approved by the Special Committee for use by Centerview in connection with its financial analyses, and the Projections are summarized below. The Special Committee used these Projections to assist in its decision-making process in determining whether to recommend the Merger Agreement and the transactions contemplated thereby (including the Merger) to the Squarespace Board. Centerview used these Projections in connection with its financial analyses and in connection with the delivery of its opinion to the Special Committee described below in “Special Factors—Opinion of the Financial Advisor to the Special Committee,” which is filed as Annex B to this proxy statement and incorporated herein by reference.

Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Squarespace management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Squarespace’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Squarespace’s control. The Projections include the following assumptions and estimates:

These values and amounts (i) were determined by Squarespace management based on their experience and judgment and their expectations of Squarespace’s operation as a standalone company and (ii) were reviewed by the Special Committee and approved by the Special Committee for use by Centerview in connection with its financial analyses.

The following table summarizes the Projections:

The Projections, including the unlevered free cash flow, were provided to the Special Committee in connection with its evaluation of the proposed Merger. The Projections were provided to Centerview, as approved by the Special Committee, for its use and reliance in connection with its financial analyses and fairness opinion provided to the Special Committee on May 12, 2024, as described in the section of this proxy statement captioned “—Opinion of the Financial Advisor to the Special Committee” (and were the only financial projections that were approved by the Special Committee for such purpose). Additionally, information containing projections up to 2027 as summarized above had previously been made available to potential counterparties to a strategic transaction, including Permira, in connection with their due diligence review of a potential transaction.

The Projections, including the unlevered free cash flow (collectively, the “Unaudited Prospective Financial Information”), were developed by Squarespace management as then-current estimates of Squarespace’s future financial performance as an independent company, without giving effect to the Merger, or any changes to Squarespace’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Unaudited Prospective Financial Information also does not consider the effect of any failure of the Merger to be completed, and it should not be viewed as accurate or continuing in that context.

The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Unaudited Prospective Financial Information included in this document has been prepared by, and is the responsibility of, Squarespace’s management. Neither Squarespace’s independent auditor nor any other independent accountants have

audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Unaudited Prospective Financial Information, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events, including those detailed above, made by Squarespace management that Squarespace management believed in good faith were reasonable. Squarespace’s ability to achieve the financial results contemplated by the Unaudited Prospective Financial Information will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Unaudited Prospective Financial Information reflects assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved include, among others, (1) general economic conditions; (2) our ability to achieve operating objectives with respect to expenses and operating margins, as well the risks to our ability to grow revenues resulting from the execution of those objectives; (3) our ability to achieve the various monetization, market share and other assumptions and estimates underlying the Unaudited Prospective Financial Information; (4) changes in laws, regulations and taxes relevant to Squarespace’s business; (5) competitive pressures in the customer engagement software and integrated payments industries, including new products and market entrants and changes in the competitive environment; (6) customer demand for our products and services; (7) our ability to attract, integrate and retain qualified personnel; and (8) uncertainty in the timing of relevant transactions and resulting cash inflows and outflows. Additional factors that may impact us or our business can be found in the various risk factors included in our periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information. The Unaudited Prospective Financial Information may differ from publicized analyst estimates and forecasts. You should evaluate the Unaudited Prospective Financial Information, if at all, in conjunction with our historical financial statements and other information regarding Squarespace contained in our public filings with the SEC. The Unaudited Prospective Financial Information may not be consistent with Squarespace’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. The Unaudited Prospective Financial Information should not be regarded as an indication that Squarespace management, the Special Committee or any of their respective advisors, or any other person, considered or now considers the Unaudited Prospective Financial Information to be necessarily predictive of actual future results.

Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of our future results or for purposes of making any investment decision.

Certain of the financial measures included in the Unaudited Prospective Financial Information are not calculated in accordance with GAAP. Financial measures such as adjusted EBITDA and unlevered free cash flow are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Unaudited Prospective Financial Information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Special Committee, Centerview or Permira. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, none of Squarespace, Centerview or any of our or Centerview’s representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the Special Committee, Squarespace, Centerview or any other recipient of the Unaudited Prospective Financial Information considered, or now considers, the Unaudited Prospective Financial Information to be predictive of Squarespace’s performance or actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by Squarespace that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give our stockholders access to the information that was made available to the Special Committee, Centerview or Permira. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any Squarespace stockholder as to how to vote at the special meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares.

In light of the foregoing factors and the uncertainties inherent in the Projections, Squarespace stockholders are cautioned not to place undue reliance on the Unaudited Prospective Financial Information.

In considering the recommendations of the Special Committee and the Squarespace Board with respect to the Merger, you should be aware that, aside from their interests as holders of Squarespace Common Stock, our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Squarespace Board were aware of and considered these interests to the extent that they existed at the time, among other matters. In particular:

Squarespace paid compensation of $20,000 per month to Special Committee members and $25,000 per month to Special Committee Chair, payable from the formation of the Special Committee on February 22, 2024 until the Merger Agreement was executed on May 13, 2024. In addition, Squarespace will pay to Michael Fleisher, as Special Committee Chair, a monthly fee equal to $10,000 for each full or partial month from and including May 14, 2024 through the month in which the Closing occurs. Squarespace will pay the other members of the Special Committee a monthly fee equal to $7,500 for each full or partial month from and including May 14, 2024 through the month in which the Closing occurs. Such fees are in addition to the regular compensation received as a member of the Squarespace Board.

Pursuant to the terms of the Merger Agreement, directors and officers of Squarespace will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

The following is an overview of the treatment of Squarespace Equity Awards applicable to our current non-employee directors and executive officers. As of May 31, 2024, our current non-employee directors and executive officers do not hold any outstanding Squarespace Options.

As of May 31, 2024, there were outstanding (1) Squarespace RSUs covering an aggregate of 11,062,921 shares of Squarespace Common Stock, 51,834 of which were held by our current non-employee directors and 689,281 of which were held by our current executive officers and (2) Squarespace PSUs covering an aggregate of 542,206 shares of Squarespace Common Stock (assuming achievement of target level performance and excluding Mr. Casalena’s Squarespace PSUs which will be automatically forfeited in connection with the Merger without the payment of any consideration), none of which were held by our current non-employee directors and 256,410 of which were held by our current executive officers.

The Merger Agreement provides for the following treatment of Squarespace RSUs and PSUs at the Effective Time:

The following table sets forth for each of Squarespace’s executive officers and directors the number of shares of Squarespace Common Stock subject to his or her Squarespace RSUs and Squarespace PSUs, in each case expected to be held on the Closing Date, assuming the following and such additional assumptions set forth in the footnotes to the table:

None of our current non-employee directors or executive officers hold any outstanding Squarespace Options. For information regarding the number of shares of Squarespace Common Stock held by Squarespace’s non-employee directors and executive officers, see section titled “IMPORTANT INFORMATION REGARDING SQUARESPACE—Security Ownership of Certain Beneficial Owners and Management.”

Squarespace has entered into employment agreements with each of Nathan Gooden (Squarespace’s Chief Financial Officer), Paul Gubbay (Squarespace’s Chief Product Officer) and Courtenay O’Connor (Squarespace’s General Counsel), which provide that if the applicable executive officer is terminated by Squarespace without “cause” or by the applicable executive officer for “good reason” (in each case, an “involuntary termination”), whether or not in connection with a change in control, the applicable executive officer will be entitled to the following severance benefits:

The severance benefits are conditioned on the applicable executive officer executing and not revoking a general release of claims in favor of Squarespace.

For an estimate of the value of the payments and benefits described above that would be payable to Squarespace’s named executive officers upon an involuntary termination in connection with the Merger, which we have assumed constitutes a change of control under the Squarespace Equity Plans and the employment agreements for our named executive officers, see “—Golden Parachute Compensation” below.

Anthony Casalena (Squarespace’s Chief Executive Officer) has also entered into an employment agreement with Squarespace. However, Mr. Casalena’s employment agreement does not provide for any severance payments or benefits upon his termination of employment.

Squarespace’s non-employee director compensation policy, dated as of August 1, 2023, provides that upon a change in control, all outstanding Squarespace RSUs held by each non-employee director will vest in full, subject to the director’s continued service with Squarespace until immediately prior to the change in control. However, Squarespace RSUs granted to non-employee directors in 2024 are subject to prorated vesting in connection with the Merger.

Squarespace has granted Squarespace PSUs to certain executive officers under our 2021 Equity Incentive Plan. Pursuant to the terms of the award agreements with respect to such Squarespace PSUs, upon a change in control, any earned Squarespace PSUs will remain subject to the executive’s continuous service with us through the applicable vesting dates and will become immediately vested upon an involuntary termination occurring within three months prior to or within 12 months following a change in control. Our 2021 Equity Incentive Plan and 2008 Equity Incentive Plan also provide that if any payments or benefits provided for under an agreement with any participant (including our executive officers) or otherwise payable to the participant would constitute “excess parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the

participant will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the applicable participant. Squarespace is not required to provide any tax gross-up payments to any executive officer.

Pursuant to the award agreement governing Mr. Casalena’s Squarespace PSUs, his Squarespace PSUs will be automatically forfeited in connection with the Merger without the payment of any consideration.

For an estimate of the value of the payments and benefits described above that could be payable to Squarespace’s named executive officers upon consummation of the Merger, which we have assumed constitutes a change of control under the Squarespace Equity Plans and the employment agreements for our named executive officers, see “—Golden Parachute Compensation” below.

The information set forth in the tables below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Squarespace’s named executive officers (“NEOs”) that is based on or otherwise relates to the Merger and assumes, among other things, that the Merger constitutes a change in control under the Squarespace Equity Plans and each NEO’s employment agreement, the Merger is consummated and that the NEOs will incur a severance-qualifying termination of employment immediately following consummation of the Merger. The NEOs for Squarespace’s fiscal year ended December 31, 2023 consisted of Anthony Casalena, Nathan Gooden, Paul Gubbay and Courtenay O’Connor. As noted above, Mr. Casalena is not entitled to any severance payments or benefits upon his termination of employment.

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation actions that may occur before the consummation of the merger. For purposes of calculating such amounts, on a pre-tax basis, Squarespace has assumed:

In accordance with the terms of our 2021 Equity Incentive Plan and 2008 Equity Incentive Plan, if the payments or benefits to an NEO under his or her respective agreement(s) (as described above in “—Change in Control and Severance Benefits under Existing Agreements”) would be subject to excise taxes under Section 280G and 4999 of the Code, such payments will be reduced if and to the extent such reduction would result in a better result to the NEO taking into account applicable taxes.

As of the date of this proxy statement, none of Squarespace’s executive officers (other than Mr. Casalena as described in the following sentence) has (1) reached an understanding on potential employment or other retention terms with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates), or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates) to be effective following the consummation of the Merger. Mr. Casalena will be the Chief Executive Officer of the Surviving Corporation as of the consummation of the Merger and will have certain governance rights with respect to the Surviving Corporation. However, prior to the Effective Time, Parent or Merger Sub (or their respective affiliates) may have discussions with certain of Squarespace’s employees (including certain of its executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of the Surviving Corporation or one or more of its affiliates in connection with the Merger. Any such agreements will not increase or decrease the Per Share Price paid to Squarespace’s stockholders in the Merger.

Squarespace’s directors and executive officers have informed Squarespace that, as of the date of this proxy statement, they intend to vote all of the shares of Squarespace Common Stock owned directly by them in favor of the Merger Proposal and each of the other proposals listed in this proxy statement. As of May 31, 2024, Squarespace’s directors and executive officers beneficially owned, in the aggregate, 18,053,718 shares of Squarespace Common Stock, collectively representing approximately 78.6% of the voting power of the shares of Squarespace Common Stock outstanding as of May 31, 2024.

For purposes of clarity, the shares of Squarespace Common Stock that the directors and executive officers are entitled to vote shall be included in determining whether the Merger Proposal has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Squarespace Common Stock entitled to vote thereon, but the shares held by Squarespace’s directors and executive officers will be excluded from determining whether the Merger Proposal has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Squarespace Common Stock held by the Unaffiliated Company Stockholders and entitled to vote thereon.

On May 13, 2024, the Rollover Stockholders, who beneficially owned, in the aggregate, approximately 90% of the voting power of the outstanding shares of Squarespace Common Stock as of May 31, 2024, entered into the Support Agreements, pursuant to which the Rollover Stockholders agreed to vote all of their shares of Squarespace Common Stock in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. In addition, pursuant to the Support Agreements and subject to the terms and conditions described in the section of this proxy statement captioned “—Financing of the Merger”, among other things, each of the Rollover Stockholders will contribute a portion of the shares of Squarespace Common Stock it owns to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, solely as a result of such contribution and exchange, each of Casalena, the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 33.4%, 8.5% and 0.5% of such direct or indirect parent company, respectively, following the consummation of such contribution and exchange (with respect to the Accel Rollover Stockholders, such percentage does not reflect the Accel Equity Commitment). As a result of the Merger, the shares of Squarespace Common Stock contributed to such direct or indirect parent company of Parent by the Rollover Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.

For more information, see the section of this proxy statement captioned “The Support Agreements” and the full text of the Support Agreements, attached as Annex C, Annex D, and Annex E to this proxy statement, which are incorporated by reference in this proxy statement in their entirety.

The closing of the Merger will take place (1) on a date that is no later than the fifth business day after the satisfaction or waiver (to the extent permitted under the Merger Agreement) of the last to be satisfied or waived closing conditions of the Merger Agreement (described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of each of such conditions, provided that if any of the closing conditions of the Merger Agreement are not satisfied or waived on such fifth business day, then the closing of the Merger shall take place on the third business day thereafter on which all such conditions have been satisfied or waived, or (2) at such other time agreed to in writing by Squarespace, Parent and Merger Sub. On the closing date of the Merger, the parties will file a Certificate of Merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing and acceptance of such Certificate of Merger, or at a later time agreed to in writing by the parties and specified in such Certificate of Merger in accordance with the DGCL.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of the material U.S. federal income tax considerations of the Merger generally applicable to holders whose shares of Squarespace Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, its legislative history, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, court decisions, published positions of the IRS, and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below.

This discussion applies only to holders who hold shares of Squarespace Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes) and does not address any tax consequences applicable to holders of Squarespace Equity Awards. In addition, this summary does not address or consider any state, local or non-U.S. tax consequences, any aspects of the alternative minimum tax, the Medicare tax on net investment income, or any U.S. federal estate, gift or other non-income tax consequences that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

If a partnership (or other entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Squarespace Common Stock, the tax treatment of a partner in such partnership (or other entity or arrangement) will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Squarespace Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been requested, or will be obtained, from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY, DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER, AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL THE TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Squarespace Common Stock who or that is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Squarespace Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis will generally equal the U.S. Holder’s acquisition cost less any prior distribution paid to such U.S. Holder with respect to its shares of Squarespace Common Stock treated as a return of capital. Gain or loss will be determined separately for each block of shares of Squarespace Common Stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Squarespace Common Stock who or that is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding,” a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized pursuant to the Merger unless:

Information reporting and backup withholding (currently, at a rate of 24 percent) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding will generally not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or its successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such Non-U.S. Holder’s foreign status on the applicable IRS Form W-8 (or its successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Under the Merger Agreement, Parent, Merger Sub and Squarespace agreed to use their respective reasonable best efforts to take (or cause to be taken) all actions, do (or cause to be done) all things and assist and cooperate with the other parties in doing (or causing to be done) all things, in each case, as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective the Merger, including: (1) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities, and (2) making all registrations, declarations and filings with governmental authorities, in each case, that are necessary or advisable to consummate the Merger.

Under the HSR Act, the Merger cannot be completed until Parent and Squarespace file a Notification and Report Form with the FTC and the DOJ and the applicable waiting period has expired or been terminated. The parties filed a notification and report form with the FTC and DOJ on May 28, 2024. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended, or the early termination of that waiting period. The initial waiting period under the HSR Act expires at 11:59 p.m., Eastern time, on June 27, 2024.

Under the Austrian Federal Cartel Act, the Merger cannot be completed until Parent files a notification with the Austrian competition authority and the applicable phase one review period has expired or an approval decision has been issued. Parent filed a notification with the Austrian competition authority on May 23, 2024. A transaction notifiable under the Austrian Federal Cartel Act may not be completed until the expiration of a four-week review period, which is extendable at the notifying party’s request by up to two calendar weeks, following the Parent’s filing (phase one) or the issuance of an approval decision by the Austrian competition authority. The phase one review period under the Austrian Federal Cartel Act expires on June 21, 2024 assuming no extension.

Parent and Merger Sub, on the one hand, and Squarespace (and its subsidiaries, if applicable) have each agreed to use its respective reasonable best efforts to (1) supply (or cause the other to be supplied) with any additional information that reasonably may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing is made, and (2) take all action necessary to, as soon as practicable, (a) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust laws applicable to the Merger and (b) obtain any required consents pursuant to any antitrust laws applicable to the Merger.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC, the DOJ or foreign governmental authorities of any other applicable jurisdiction could take such action under the antitrust laws as it deems necessary or desirable, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under its antitrust laws as it deems necessary or desirable. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of Squarespace or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Subject to the terms of the Merger Agreement, each of Parent and Merger Sub agreed to, if and to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other antitrust laws applicable to the Merger, commit to and effect, by consent decree, hold separate order or otherwise, the sale or disposition of such assets or businesses of Squarespace as are required to be divested in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger.

Pursuant to the Fee Funding Agreement, subject to the terms and conditions contained therein, each Permira Investor has agreed to pay a portion of the payment of: (a) the aggregate amount of the Parent Termination Fee solely if and when payable by Parent pursuant to the Merger Agreement; (b) certain enforcement and interest expenses solely if and when payable by Parent in connection with certain legal proceedings and defaults under the Merger Agreement; and (c) certain reimbursement obligations solely if and when payable by Parent pursuant to the indemnification obligations to Squarespace and its representatives in connection with the Debt Financing. The obligations of the Permira Investors under the Fee Funding Agreement are subject to an aggregate cap equal to $252,816,666.67 (the “Parent Liability Limitation”).

Subject to specified exceptions, the Fee Funding Agreement will terminate upon the earliest of:

The anticipated total amount of cash necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the Closing by Parent and Merger Sub under the Merger Agreement, will be approximately $5.26 billion. This amount includes funds needed to: (a) pay the aggregate Per Share Price in respect of the Squarespace Common Stock (other than the Owned Company Shares, Dissenting Company Shares, if any, and the Rollover Shares), (b) make payments in respect of the vested and outstanding Squarespace Equity Awards payable in connection with the Closing and (c) repay the amount of the Repaid Indebtedness.

Parent and Merger Sub have obtained committed financing consisting of (a) equity financing to be provided by the Equity Investors pursuant to the terms and conditions of the Equity Commitment Letters and (b) debt financing to be provided pursuant to the terms and conditions of the Debt Commitment Letter by the Debt Commitment Parties

party thereto. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Squarespace copies of the Commitment Letters. The equity financing will be available to Parent, together with the debt financing (or any alternative debt financing) obtained by Parent or its affiliates as of the Closing, to fund the aggregate Per Share Price (including payments in respect of Squarespace’s outstanding vested in-the-money equity-based awards payable in connection with the closing of the Merger pursuant to the Merger Agreement), other than in respect of Owned Company Shares, Dissenting Company Shares, if any, and the Rollover Shares, and to pay the fees, expenses and other amounts specified in the Merger Agreement to be paid by Parent and Merger Sub in connection with the Closing.

At or as soon as practicable after the Closing, Parent shall cause to be paid by or on behalf of the Company, by wire transfer of immediately available funds, the aggregate Equity Award Consideration owed to the holders of Company RSUs, Company Options and Company PSUs pursuant to Section 2.8(a) and Section 2.8(b) as applicable.

In connection with the financing of the Merger, (i) the Permira Investors, Parent and certain affiliates of Parent entered into an Equity Commitment Letter (the “Permira Investors Equity Commitment Letter”), pursuant to which, subject to the terms and conditions therein, including (A) the debt financing pursuant to the Debt Commitment Letter (or any alternative debt financing) having been funded in full or being (as affirmed in writing by the agent therefor) funded in full subject only to the satisfaction of those conditions that by their nature are to be satisfied at the Closing (provided, that those conditions are satisfied at the Closing), and substantially simultaneously with the funding of the equity financing pursuant to the Equity Commitment Letters, (B) the prior or substantially concurrent funding in full by each of the Accel Investors under the Accel Investors Equity Commitment Letter (as defined below) and (C) the prior or substantially concurrent contribution by each of the Rollover Stockholders that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Shares to a direct or indirect parent entity of Parent, in each case, as specified in such Rollover Stockholder’s Support Agreement, the Permira Investors will provide Parent with an equity commitment of up to $2,426,000,000 in cash in the aggregate, in accordance with the respective commitment percentages of the Permira Investors set forth therein, which may be reduced in accordance with the terms set forth in the Permira Investors Equity Commitment Letter (the “Permira Investors Equity Commitment”), and (ii) the Accel Investors and certain affiliates of Parent entered into an equity commitment letter (the “Accel Investors Equity Commitment Letter”), pursuant to which, subject to the terms and conditions therein, including (A) the debt financing pursuant to the Debt Commitment Letter (or any alternative debt financing) having been funded in full or being (as affirmed in writing by the agent therefor) funded in full subject only to the satisfaction of those conditions that by their nature are to be satisfied at the Closing (provided, that those conditions are satisfied at the Closing), and substantially simultaneously with the funding of the equity financing pursuant to the Equity Commitment Letters, (B) the prior or substantially concurrent funding in full by each of the Permira Investors under the Permira Investors Equity Commitment Letter and (C) the prior or substantially concurrent contribution by each of the Rollover Stockholders that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Shares to a direct or indirect parent entity of Parent, in each case, as specified in such Rollover Stockholder’s Support Agreement, the Accel Investors will provide Parent with an equity commitment of up to $400,000,000 in cash in the aggregate, in accordance with the respective commitment percentage of each Accel Investor set forth therein, which may be reduced in accordance with the terms set forth in the Accel Investors Equity Commitment Letter (the “Accel Investors Equity Commitment” and together with the Permira Investors Equity Commitment, the “Equity Financing”). Squarespace is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitments under the Equity Commitment Letters by the Equity Investors to be funded to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against each of the Equity Investors to perform their respective funding obligations under the Permira Investors Equity Commitment Letter or the Accel Investors Equity Commitment Letter, as applicable, in each case subject to (1) the satisfaction, or written waiver (to the extent permitted) by Parent of all conditions to the obligation of the Buyer Parties to consummate the Merger and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or written waiver by the Buyer Parties (to the extent permitted thereunder) of such conditions), (2) the contemporaneous funding of the debt financing pursuant to the Debt Commitment Letter at the closing of the Merger and the contemporaneous consummation of the reinvestments pursuant to the Support Agreements and (3) the contemporaneous consummation of the Merger at the Effective Time.

In connection with the financing of the Merger, Blackstone Alternative Credit Advisors LP, Blackstone Holdings Finance Co. L.L.C., Blue Owl Credit Advisors LLC, Ares Capital Management LLC, CPPIB Credit Investments III Inc., CPPIB Credit Revolver Canada Inc., PSP Investments Credit USA LLC, and Dogwood Credit, LP (collectively, with their affiliates and funds, accounts, and clients managed, advised or sub-advised by any of them, the “Debt Commitment Parties”), Blue Owl Capital Corporation and Parent entered into the Debt Commitment Letter pursuant to which, subject to the terms and conditions therein, the Debt Commitment Parties will provide Parent with a first lien senior secured term loan facility in an aggregate principal amount of $2,100,000,000 (the “Term Facility”), a first lien senior secured delayed draw term loan facility in an aggregate principal amount of $300,000,000 (the “DDTL Facility”), and a first lien senior secured cash flow revolving credit facility in an aggregate principal amount of $250,000,000 (the “Revolving Facility” and, together with the Term Facility and the DDTL Facility, the “Debt Financing”), in accordance with the respective Term Facility commitments, DDTL Facility commitments and Revolving Facility commitments of the Debt Commitment Parties set forth therein. The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are, in each case, subject to a number of customary conditions, including consummation of the Merger. The Merger Agreement includes a customary covenant requiring Parent to use reasonable best efforts to obtain alternative financing if the debt financing to be provided by the Debt Commitment Letters becomes unavailable.

Concurrently with the execution and delivery of the Merger Agreement, Squarespace and Parent entered into the Casalena Support Agreement with Casalena, the General Atlantic Support Agreement with the General Atlantic Rollover Stockholder and the Accel Support Agreement with Accel. Pursuant to the Support Agreements, among other things, each of the Rollover Stockholders will contribute a portion of the shares of Squarespace Common Stock it owns to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, solely as a result of such contribution and exchange, each of Casalena, the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 33.4%, 8.5% and 0.5% of such direct or indirect parent company, respectively, following the consummation of such contribution and exchange (with respect to the Accel Rollover Stockholders, such percentage does not reflect the Accel Equity Commitment). As a result of the Merger, the shares of Squarespace Common Stock contributed to such direct or indirect parent company of Parent by the Rollover Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.

The consummation of the exchange of Squarespace Common Stock contemplated by the Support Agreements is subject to (1) the satisfaction, or written waiver (to the extent permitted) by Parent of all conditions to the obligation of the Buyer Parties to consummate the Merger and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or written waiver by the Buyer Parties (to the extent permitted thereunder) of such conditions), (2) the contemporaneous funding of the Equity Financing and, if applicable, the Debt Financing, at the closing of the Merger, (3) the contemporaneous contributions by each other Rollover Stockholder that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Shares to a direct or indirect parent entity of Parent, in each case, as specified in such Rollover Stockholder’s Support Agreement, and (4) the contemporaneous consummation of the Merger at the Effective Time. The Support Agreements will terminate automatically upon the earliest to occur of (1) the valid termination of the Merger Agreement in accordance with its terms, (2) the Effective Time, and (3) any modification, waiver or amendment to any provision of the Merger Agreement that is effected without the Rollover Stockholders’ prior written consent and that (x) reduces the Per Share Price or changes the form of consideration being offered to Squarespace stockholders under the Merger Agreement, imposes any non-immaterial conditions, requirements or restrictions on any Rollover Stockholder’s right to receive the cash consideration payable to such Rollover Stockholder with respect to shares of Squarespace Common Stock owned by such Rollover Stockholder (other than the Rollover Shares) pursuant to the Merger Agreement or that materially delays the timing of any such payment after the Effective Time, or (y) would require the consent of such Rollover Stockholder under the Interim Investors Agreement. Copies of the Support Agreements are attached as Annexes C, D and E to this Proxy Statement and are incorporated herein by reference.