You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of HireRight Holdings Corporation (the “Company” or “HireRight”), which will be held online at www.virtualshareholdermeeting.com/HRT2024SM, on [  ], at [  ] Eastern Time. You may submit questions and vote online during the online Special Meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and HireRight. Details regarding the business to be conducted at the Special Meeting are described in the accompanying proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”). For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of February 15, 2024 (the “Merger Agreement”), by and among Hearts Parent, LLC, a Delaware limited liability company (“Parent”), Hearts Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”) and HireRight, pursuant to which Merger Sub will merge with and into HireRight, with HireRight surviving such merger as the surviving corporation (the “Merger”). Parent and Merger Sub are affiliates of General Atlantic, L.P. (“General Atlantic”) and Stone Point Capital LLC (“Stone Point,” and together with their affiliated investment funds, the “Sponsor Stockholders”), who, together hold a majority of the voting power of HireRight’s outstanding capital stock.

If the Merger is completed, at the effective time of the Merger, each share of HireRight’s common stock, par value $0.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $14.35 per share of Company Common Stock (“Merger Consideration”), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. Upon completion of the transaction, HireRight will become a private company and HireRight will no longer be required to file periodic and other reports with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Company Common Stock. After the completion of the Merger, you will no longer have an equity interest in HireRight and will not participate in any potential future earnings of HireRight. The Merger Agreement and the transactions contemplated thereby, including the Merger, are described further in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to attend the Special Meeting, you are urged to submit a proxy to vote your shares as promptly as possible to ensure your representation at the Special Meeting. Please review the instructions in the accompanying Notice of Special Meeting and proxy statement regarding the submission of proxies and voting.

The proposed transactions constitute a “going-private transaction” under the rules of the SEC. The Sponsor Stockholders beneficially own approximately 75% of the voting power of HireRight’s outstanding capital stock.

The HireRight Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested directors of HireRight to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger, and other alternatives available to HireRight. After careful consideration, the Special Committee, pursuant to resolutions adopted at a

meeting of the Special Committee held on February 15, 2024, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders (as defined below) and (ii) recommended that the HireRight Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit and recommend the Merger Agreement to HireRight’s stockholders for approval and adoption thereby. As part of its evaluation of the Merger, the Special Committee received advice from the Special Committee’s independent legal and financial advisors, consulted with HireRight’s management and considered various material factors, including those summarized in the accompanying proxy statement.

Based on the unanimous recommendation of the Special Committee, the HireRight Board, pursuant to resolutions adopted at a meeting of the HireRight Board held on February 15, 2024, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of HireRight and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that HireRight’s stockholders vote to adopt and approve the Merger Agreement and (iv) directed that the Merger Agreement be submitted to the stockholders of HireRight for adoption thereby.

The HireRight Board recommends that you vote “FOR” the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Your vote is very important, regardless of the number of shares of Company Common Stock you own. The approval of the proposal to adopt the Merger Agreement requires (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders entitled to vote on the adoption of the Merger Agreement Proposal. The “Unaffiliated Stockholders” means the holders of shares of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (i) General Atlantic, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which General Atlantic has the right to vote or direct the voting of such shares held by such portfolio companies) (“General Atlantic Controlled Portfolio Companies”) (excluding any Company Common Stock held by a General Atlantic Controlled Portfolio Company or a Stone Point Controlled Portfolio Company (as defined below), as applicable, (x) in trust, managed, brokerage, custodial, nominee or other customer accounts or (y) in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed or advised or sub-advised by such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable, in each case acquired and held in the ordinary course of the securities, commodities, derivatives, asset management, banking or similar businesses of any such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable (collectively, “Non-Controlled Stock”)), (ii) Stone Point, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which Stone Point has the right to vote or direct the voting of such shares held by such portfolio companies) (“Stone Point Controlled Portfolio Companies”) (excluding any Non-Controlled Stock), (iii) any person that HireRight has determined to be an “officer” of HireRight within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended and (iv) those members of the HireRight Board who are not members of the Special Committee.

Each record holder of shares of Company Common Stock is entitled one (1) vote for each share of Company Common Stock owned of record on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, the effect will be the same as a vote against the proposal.

Pursuant to rules of the SEC, you will also be asked to vote at the Special Meeting on one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, which proposal to adjourn the Special Meeting, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the foregoing proposals, each record holder of shares of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.

The HireRight Board recommends that you vote “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate.

In considering the recommendations of the HireRight Board, HireRight’s stockholders should be aware that the executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of HireRight’s stockholders generally. Those interests are more fully described in the accompanying proxy statement. The Special Committee and the HireRight Board were aware of these interests and considered them, among other matters, in making their recommendations.

The Sponsor Stockholders, who together hold approximately 75% of the voting power of HireRight’s outstanding capital stock, entered into Support Agreements with Parent and HireRight, pursuant to which each of the Sponsor Stockholders have agreed, among other things, to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement. The Support Agreements also include certain restrictions on transfer of shares of Company Common Stock by the Sponsor Stockholders. A copy of the General Atlantic Support Agreement is attached as Annex B to the proxy statement and is incorporated by reference in the proxy statement in its entirety. A copy of the Stone Point Support Agreement is attached as Annex C to the proxy statement and is incorporated by reference in the proxy statement in its entirety.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the accompanying proxy statement in their entirety. You may also obtain additional information about HireRight from other documents we have filed with the SEC. In particular, you should read the “Risk Factors” section beginning on page 20 in our annual report on Form 10-K for the fiscal year ended

December 31, 2023 and other risk factors detailed from time to time in HireRight’s reports filed with the SEC and incorporated by reference in the accompanying proxy statement in their entirety, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transactions and how they may affect you.

Thank you in advance for your continued support.

The accompanying proxy statement is dated [  ], 2024, and is first being mailed to HireRight’s stockholders on or about [  ], 2024. Capitalized terms used, but not defined, in this letter to stockholders have the meanings given to such terms in the accompanying proxy statement.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of HireRight Holdings Corporation, which we refer to as the “Company” or “HireRight,” to be held on [  ], 2024, at [  ] Eastern Time. The Special Meeting will be held entirely online. You will be able to attend the Special Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HRT2024SM. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The accompanying proxy statement, including the summary of the Merger Agreement (as defined below) in the proxy statement and the copy of the Merger Agreement attached thereto as Annex A, is incorporated by reference into this Notice of Special Meeting.

The Special Meeting is being held to consider and vote on the following proposals:

Parent and Merger Sub are affiliates of General Atlantic, L.P. (“General Atlantic”) and Stone Point Capital LLC (“Stone Point,” and together with their affiliated investment funds, the “Sponsor Stockholders”), who, together hold approximately 75% of the voting power of HireRight’s outstanding capital stock.

These items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting.

The record date for the Special Meeting is [  ] (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of HireRight. You may submit a proxy to vote your shares on the Internet, by telephone or by mail or you may attend the virtual Special Meeting and vote in person.

The HireRight Board of Directors has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that you vote “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

The proposed transactions constitute a “going-private transaction” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Sponsor Stockholders together hold approximately 75% of the voting power of HireRight’s outstanding capital stock.

Your vote is very important, regardless of the number of shares of HireRight common stock, par value $0.001 per share (“Company Common Stock”), you own. The approval of the Merger Agreement Proposal requires (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company

Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders (as defined below) entitled to vote on the adoption of the Merger Agreement Proposal, as described in the accompanying proxy statement. The “Unaffiliated Stockholders” means the holders of shares of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (i) General Atlantic, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which General Atlantic has the right to vote or direct the voting of such shares held by such portfolio companies) (“General Atlantic Controlled Portfolio Companies”) (excluding any Company Common Stock held by a General Atlantic Controlled Portfolio Company or a Stone Point Controlled Portfolio Company (as defined below), as applicable, (x) in trust, managed, brokerage, custodial, nominee or other customer accounts or (y) in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed or advised or sub-advised by such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable, in each case acquired and held in the ordinary course of the securities, commodities, derivatives, asset management, banking or similar businesses of any such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable (collectively, “Non-Controlled Stock”)), (ii) Stone Point, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which Stone Point has the right to vote or direct the voting of such shares held by such portfolio companies) (“Stone Point Controlled Portfolio Companies”) (excluding any Non-Controlled Stock), (iii) any person that HireRight has determined to be an “officer” of HireRight within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended and (iv) those members of the HireRight Board who are not members of the Special Committee. If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against the Merger Agreement Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the Merger Agreement Proposal and the Adjournment Proposal, each record holder of shares of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.

Your vote is very important. To ensure your representation at the Special Meeting, it is important that you submit a proxy for your shares of Company Common Stock promptly, whether or not you plan to attend the virtual Special Meeting in person. As promptly as possible, please complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone by following the instructions set forth on the enclosed proxy card. Stockholders who attend the virtual Special Meeting may revoke their proxies and vote in person.

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

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of HireRight. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully in their entirety. See “Where You Can Find More Information.”

The following, together with the summary of the Merger Agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Merger Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement. You may obtain additional information without charge as described in the section titled “Where You Can Find More Information.”

We are asking our stockholders to consider and vote on the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into HireRight, with HireRight surviving as a wholly owned subsidiary of Parent. If the Merger is completed, the holders of shares of Company Common Stock immediately prior to the Merger (other than the Owned Company Shares and the Dissenting Company Shares) will have the right to receive the Merger Consideration of $14.35 per share of Company Common Stock in cash, without interest, less any applicable tax withholding, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Special Committee, the HireRight Board, HireRight’s management, HireRight’s advisors and representatives, or other parties, including General Atlantic and Stone Point.

HireRight completed its initial public offering (the “IPO”) on November 2, 2021. Since the IPO, members of HireRight’s management have regularly interacted with representatives of General Atlantic and Stone Point (which respectively beneficially own 47.7% and 27.5% of the outstanding shares of Company Common Stock as of the date of this proxy statement), including providing non-public information to the Sponsor Stockholders as contemplated by the Stockholders Agreement. These interactions have included frequent conversations between HireRight’s senior management and those members of the HireRight Board who are, or previously were, employed by the Sponsor Stockholders, including conversations regarding strategic alternatives that may be available to HireRight.

The HireRight Board regularly evaluates HireRight’s strategic direction and ongoing business plans with a view toward strengthening HireRight’s businesses and enhancing stockholder value. As part of this evaluation, the HireRight Board has, from time to time, considered a variety of strategic alternatives. On several occasions since the IPO, third parties have expressed high-level interest in acquiring portions of the businesses, but no proposals have been made to either HireRight’s management or to any Sponsor Stockholder for an acquisition of the entire company or a controlling stake in HireRight or a merger with HireRight, except as described below.

On August 23, 2022, Guy Abramo, HireRight’s Chief Executive Officer, and Tom Spaeth, HireRight’s Chief Financial Officer, were contacted by a representative of Sponsor A who expressed interest in having a meeting regarding a potential strategic transaction involving HireRight and Sponsor A. On September 8, 2022, Messrs. Abramo and Spaeth met with representatives of Sponsor A, and the parties discussed a potential going-private transaction involving HireRight.

On September 13, 2022, a representative of Stone Point received an email from Sponsor B requesting to have a conversation and, on that same day, the representative of Sponsor B also placed a call to Mr. Abramo. No specific transaction was referenced in either of the September 13, 2022 communications, but the representatives of Sponsor B and Stone Point scheduled a phone call for September 16, 2022.

On September 15, 2022, Mr. Abramo and Mark Dzialga, then Chairman of the HireRight Board, received a formal written proposal (the “Sponsor A Proposal”) from Sponsor A, offering to acquire HireRight for a price of $19.50 to $20 per share of Company Common Stock, which, at the time, represented an approximately 21% to 24% premium to the then-current trading price of the Company Common Stock.

On September 16, 2022, a representative of Sponsor B and a representative of Stone Point had a phone conversation during which the representative of Sponsor B expressed high-level interest in a potential transaction involving HireRight and a portfolio company of Sponsor B.

Thereafter, on September 19, 2022, the HireRight Board convened a meeting to discuss the Sponsor A Proposal, which was attended by the HireRight Board and representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), serving as the Company’s legal counsel. During the meeting, representatives of Paul Weiss advised the HireRight Board regarding directors’ fiduciary duties and best practices in evaluating and responding to third-party overtures, including the importance of fully formed professional investment banking advice as an initial step. HireRight’s prospective financial advisor, an international investment bank (“Financial Advisor A”), also attended a portion of the meeting to discuss certain financial aspects of the Sponsor A Proposal. After Financial Advisor A left the meeting, the HireRight Board determined that Financial Advisor A should continue to analyze the Sponsor A Proposal and HireRight’s position and value, following which the HireRight Board could decide whether to engage Financial Advisor A formally to assist the HireRight Board in assessing strategic alternatives and, if applicable, managing the process of interacting with potential transaction counterparties, including Sponsor B.

On October 5, 2022, the HireRight Board reconvened to further discuss the Sponsor A Proposal and Financial Advisor A’s evaluation of such proposal along with other strategic alternatives that may be available to HireRight, including potentially engaging with Sponsor B and reaching out to other potential counterparties. The HireRight Board also noted that a representative of Sponsor B had contacted a representative of Stone Point to further discuss a potential transaction with HireRight, and that representatives of Sponsor C had contacted a representative of General Atlantic and expressed high-level interest in having a conversation regarding HireRight.

The HireRight Board then discussed, among other things, the advantages and disadvantages of pursuing a potential transaction with Sponsor A and Sponsor B and other potential buyers, the current macroeconomic conditions and alternatives to a sale of HireRight. Financial Advisor A advised the HireRight Board that, in light of the state of the debt markets at the time and other financing options available to Sponsor A, the Sponsor A Proposal was unlikely to be a viable offer that would result in a completed transaction at the price per share of Company Common Stock set forth in the Sponsor A Proposal, or any other price that would be acceptable to the HireRight Board. Taking into account the advice of Financial Advisor A and after evaluating the Sponsor A Proposal, the HireRight Board concluded that it would not pursue a potential transaction with Sponsor A, but agreed that it would continue discussions with Sponsor B and would have an initial conversation with Sponsor C.

Following the October 5, 2022 HireRight Board meeting, certain representatives of the Sponsor Stockholders contacted Sponsor B and Sponsor C regarding the possibility of a strategic transaction with HireRight. Between October 6, 2022 and October 21, 2022, representatives of HireRight and the Sponsor Stockholders had high-level conversations with Sponsor B regarding a potential business combination involving HireRight and a portfolio company of Sponsor B, and representatives of Paul Weiss engaged in discussions regarding a non-disclosure agreement with Sponsor B’s counsel. Although the parties reached substantial agreement regarding the contents of the non-disclosure agreement, the agreement was never executed and discussions regarding a potential business transaction with the portfolio company of Sponsor B did not materially advance after October 21, 2022, when a representative of Sponsor B cancelled a meeting that the parties had scheduled for October 26, 2022. The representative of Sponsor B explained that the reason for cancellation was that the Chief Executive Officer of the portfolio company of Sponsor B had requested to defer any further conversations relating to a potential business combination to a later date.

On that same day, on October 21, 2022, representatives of General Atlantic had an initial phone conversation with a representative of Sponsor C, but discussions with Sponsor C did not advance further following such initial phone call. Given the foregoing developments, the HireRight Board decided not to formally engage Financial Advisor A.

From time to time between October 2022 and the summer of 2023, representatives of the Sponsor Stockholders, acting in their capacity as stockholders of HireRight, exchanged correspondence with Sponsor A and Sponsor B. In May 2023, both Sponsor A and Sponsor B again independently raised the possibility of a strategic transaction involving HireRight.

On July 13, 2023, representatives of the Sponsor Stockholders had a meeting with representatives of Sponsor B. During that meeting, the parties had further high-level discussions regarding potential partnering opportunities, including a combination structure involving the portfolio company of Sponsor B and HireRight, but the discussions with Sponsor B did not materially advance after the July 13, 2023 meeting.

From time to time, since the IPO, the Sponsor Stockholders have had informal communications with each other concerning their respective investments in HireRight in the ordinary course. Beginning in September 2023, the Sponsor Stockholders began to progress preliminary exploratory discussions regarding the merits of certain potential strategic corporate transactions involving HireRight, including a going-private transaction. It was determined that, given Paul Weiss’ long-standing relationship with General Atlantic, Paul Weiss would represent the Sponsor Stockholders in connection with such potential transaction and that, should such a potential transaction be pursued, HireRight would engage independent counsel.

From October 5, 2023 through November 17, 2023, preliminary discussions between the Sponsor Stockholders regarding a potential going-private transaction progressed and the Sponsor Stockholders began to consider the terms of a Joint Bidding Agreement to facilitate a potential offer should the parties each decide to proceed collectively.

On November 17, 2023, General Atlantic and Stone Point entered into a Joint Bidding Agreement pursuant to which they agreed to, among other things, work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction involving the Sponsor Stockholders and HireRight, including a potential acquisition by the Sponsor Stockholders of the shares of Company Common Stock not beneficially owned by the Sponsor Stockholders. On that same day, both of the Sponsor Stockholders filed amendments to their respective Schedules 13D that were on file with the SEC with respect to their ownership of the Company Common Stock disclosing the entry into the Joint Bidding Agreement.

Later that day, on November 17, 2023, a representative of General Atlantic with no direct relationship with HireRight received a phone call from a representative of Sponsor D. Several topics were discussed during the phone conversation. Among other topics, the representative of Sponsor D expressed high-level interest in discussing a potential transaction involving HireRight and a portfolio company of Sponsor D. Also, on November 20, 2023 and November 22, 2023, representatives of Sponsor A and Company A, respectively, contacted representatives of General Atlantic and expressed an interest in potentially pursuing a strategic transaction involving HireRight. Representatives of General Atlantic advised Sponsor A and Company A to direct their communications regarding a potential transaction involving HireRight to a special committee of the HireRight Board, which was expected to be formed shortly, and such committee’s advisors.

On November 20, 2023, members of the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who were all designees of the Sponsor Stockholders) held a meeting to discuss the announcement by the Sponsor Stockholders of their intention to work together to pursue a potential acquisition of the Company and to interview law firms to serve as legal counsel to the special committee proposed to be formed. This meeting was also attended by HireRight’s General Counsel, Brian Copple, and by representatives of two law firms interviewed during the meeting, including Davis Polk & Wardwell LLP (“Davis Polk”). In light of (i) the possibility of the Sponsor Stockholders submitting a preliminary non-binding proposal for a potential strategic transaction involving the Sponsor Stockholders and HireRight and (ii) the Sponsor Stockholders’ status as controlling stockholders of HireRight, the HireRight Board determined it was advisable to form a special committee of disinterested directors of the HireRight Board (the “Special Committee”). At the November 20, 2023 meeting, members of the HireRight Board present at the meeting interviewed two law firms with well-known corporate practices and no other material financial relationships with either General Atlantic, Stone Point or any of their respective affiliates that would conflict the law firms from representing the Special Committee, including Davis Polk.

At the November 22, 2023 meeting, the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who were all designees of the Sponsor Stockholders) formed the Special Committee and vested the Special Committee with the full power and authority of the HireRight Board to evaluate and determine whether or not HireRight should pursue a potential strategic transaction with the Sponsor Stockholders (or affiliates thereof) or any alternative transaction and to, among other things, (i) review, evaluate and negotiate the terms and conditions, and determine the advisability, of a potential transaction with the Sponsor Stockholders or any alternative transaction that the Special Committee deemed appropriate, including, but not limited to, the

authority to approve or disapprove a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate (and make such investigations as the Special Committee deemed appropriate with respect thereto), (ii) establish, approve, modify, monitor and direct the process and procedures related to the review, evaluation and negotiation of a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction, including, but not limited to, the authority to determine to proceed with any such process, procedures, review or evaluation, or to recommend any of the foregoing to the HireRight Board, (iii) make or accept, reject, negotiate or seek to modify the price, structure, form, terms and conditions of a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction, and the form, terms and conditions of any definitive agreements in connection therewith, (iv) determine whether a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction negotiated by the Special Committee was fair to, and in the best interests of, HireRight and its stockholders (other than, in the case of a potential transaction with the Sponsor Stockholders (or affiliates thereof), the Sponsor Stockholders), (v) interact with the Sponsor Stockholders, their representatives and their affiliates concerning a potential transaction or with any third party, its representatives and its affiliates with respect to any alternative transaction that the Special Committee deemed appropriate, and (vi) supervise and direct HireRight’s management with respect to its involvement in a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate. The HireRight Board also (a) resolved not to recommend or approve a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate without a prior favorable recommendation from the Special Committee, (b) empowered the Special Committee to select and retain legal counsel, financial advisors, accountants and other advisors as the Special Committee deemed necessary to assist in discharging its responsibilities and (c) ratified all actions taken by the Special Committee prior to such date. Pursuant to resolutions adopted by the HireRight Board at the November 22, 2023 meeting, the HireRight Board appointed Lisa Troe, Jill Smart and Venkat Bhamidipati to serve as the members of the Special Committee, each of whom was determined by the HireRight Board to (1) not be members of the Company’s management, (2) not be, directly or indirectly, affiliated or associated with, and to be independent of, the Sponsor Stockholders and their affiliates and (3) not have an interest in a potential transaction other than an interest by virtue of owning Company Common Stock or other securities of the Company. Lisa Troe was appointed Chair of the Special Committee. At the conclusion of the meeting, the members of the Special Committee determined to hire Davis Polk as counsel to the Special Committee based on Davis Polk’s experience in advising on public company mergers and acquisitions and representing special committees in similar circumstances, subject to entering into a satisfactory engagement letter. Thereafter, in November 2023, the Special Committee formally engaged Davis Polk as its legal advisor.

On November 28, 2023, members of the HireRight Board held a meeting attended by representatives of Davis Polk (as counsel to the Special Committee) and HireRight’s management. During the meeting, Davis Polk and the HireRight Board discussed the dynamics and process of a potential strategic transaction involving HireRight, including how to maintain the independence of the Special Committee and conduct business without participation by interested stockholders. The parties also discussed the possibility of the Special Committee engaging a financial advisor. Representatives of General Atlantic and Stone Point did not attend the meeting.

On November 30, 2023, a representative of Paul Weiss placed a phone call to a representative of Davis Polk and informed Davis Polk of the inbound communications the Sponsor Stockholders had received from Sponsor A, Sponsor D and Company A. Such representative of Paul Weiss also indicated to Davis Polk that the applicable representatives of the Sponsor Stockholders had advised each of Sponsor A and Company A to direct all inquiries regarding a potential strategic transaction involving HireRight to the Special Committee. Paul Weiss also informed Davis Polk that the Sponsor Stockholders were not interested in selling their respective stakes in the Company.

On December 1, 2023, a representative of Stone Point was contacted by a representative of Sponsor D regarding the Schedule 13D amendments that had been filed by the Sponsor Stockholders on November 17, 2023. The representatives of Sponsor D expressed interest in discussing a potential transaction involving HireRight and a portfolio company of Sponsor D. The representative of Stone Point directed Sponsor D to the Special Committee and its advisors for any further queries.

The next day, on December 2, 2023, a representative of Paul Weiss called a representative of Davis Polk and informed Davis Polk of Sponsor D’s inquiry as well as the fact that Stone Point had advised Sponsor D to direct all inquiries regarding a potential transaction involving HireRight to the Special Committee.

On December 2, 2023, the Special Committee and representatives of Davis Polk met with five potential financial advisors, including Centerview Partners LLC (“Centerview”), regarding their respective capabilities and experience to represent the Special Committee, including in a potential acquisition by the Sponsor Stockholders of all of the outstanding shares of Company Common Stock not beneficially owned by the Sponsor Stockholders. At each meeting with each of the financial advisor candidates, including Centerview, representatives of each such advisor presented the Special Committee with materials that they had prepared (and had been shared in advance with the Special Committee) regarding, among other things, any recent relationships that such advisor may have in relation to HireRight and/or the Sponsor Stockholders. After the last of these presentations, the members of the Special Committee met to discuss the various presentations by each of the financial advisor candidates in detail, including each of the customary conflict disclosures provided by each potential advisor. Representatives of Davis Polk were also present for and participated in those discussions. During the course of those discussions, the Special Committee members evaluated the conflict disclosures of each financial advisor candidate, including Centerview, and concluded that none of the fees earned by any of the candidates from work performed on behalf of, or other relationships with any of, the Sponsor Stockholders or HireRight would disqualify any of the financial advisors from representing the Special Committee as none of the amounts earned were material in the context of the overall revenues of each such institution. At the conclusion of those discussions, the Special Committee determined to deliberate further, among themselves, before making a final decision on retaining a financial advisor.

On December 4, 2023, the Special Committee held a meeting which representatives of Davis Polk attended. At the meeting, the Special Committee discussed, among other things, the deliberations among the Special Committee regarding the financial advisor candidates following the interviews on December 2. Following discussion, the Special Committee determined that it was advisable and in the best interests of HireRight and its stockholders (other than the Sponsor Stockholders) to select Centerview to act as its financial advisor in relation to the potential transaction, subject to negotiating an acceptable fee arrangement and engagement letter with Centerview, given, among other things, its prior experiences in M&A advisory matters and its expertise in representing special committees. The Special Committee directed representatives of Davis Polk to report this to representatives of Centerview, which the representatives of Davis Polk did shortly following the meeting. The Special Committee formally entered into an engagement letter with Centerview that was dated as of December 8, 2023.

On December 7, 2023, as instructed by the Special Committee, representatives of Centerview requested from HireRight’s management, among other things, certain long-term financial projections for HireRight that would be required for Centerview to undertake certain financial analyses in connection with the Special Committee’s review of a potential transaction with the Sponsor Stockholders or any alternative transaction that the Special Committee deemed appropriate.

On December 8, 2023, the Sponsor Stockholders, on behalf of themselves and certain of their respective affiliated investment funds, delivered to the Special Committee a letter setting forth a non-binding proposal providing for the acquisition by the Sponsor Stockholders of all of the outstanding shares of Company Common Stock not beneficially owned by the Sponsor Stockholders (the “Proposed Transaction”) for a price per share equal to $12.75 in cash (the “December 8 Proposal”). In the letter, the Sponsor Stockholders indicated that the December 8 Proposal represented an approximately 30% premium over the volume-weighted average price of the Company Common Stock during the 30-day period preceding November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together regarding a potential strategic transaction involving the Company. The letter indicated that the Sponsor Stockholders “are interested only in pursuing the Proposed Transaction and do not intend to sell their respective stakes in the Company to any third party.” In the letter, the Sponsor Stockholders further committed to engage in the Proposed Transaction only if, in addition to any other vote required, the Proposed Transaction was (i) approved and recommended to the full HireRight Board by the Special Committee and (ii) subject to the non-waivable approval of a majority of the voting power of disinterested stockholders.

On December 9, 2023, the Special Committee held a meeting, at which representatives of each of Centerview and Davis Polk were present, to discuss the December 8 Proposal. At the meeting, the Special Committee discussed with its advisors whether it should consider any potential alternative transactions in light of

the Sponsor Stockholders’ stated position in the December 8 Proposal that the Sponsor Stockholders “are interested only in pursuing the Proposed Transaction and do not intend to sell their respective stakes in the Company to any third party.” Representatives of Davis Polk informed the Special Committee of earlier phone calls that Davis Polk had received from Paul Weiss, during which representatives of Paul Weiss had reiterated the Sponsor Stockholders’ stated position that they are only buyers and not sellers and had also indicated that there had been several preliminary inquiries from other potential counterparties interested in a transaction involving HireRight. Representatives of Paul Weiss stated that the inquiries from other counterparties had occurred prior to the delivery of the December 8 Proposal, and that the Sponsor Stockholders had directed the relevant counterparties to the Special Committee and had not otherwise responded to such inquiries. It was the consensus of the Special Committee that, given the Sponsor Stockholders’ explicit statement that they do not intend to sell their respective stakes to any third party, there was no purpose in exploring a potential alternative transaction because the Sponsor Stockholders’ support would be required in order for any such transaction to be effected. It was also noted that the Special Committee would have additional future opportunities when it would have more information available to it to halt or condition further exploration of the potential transaction on the pursuit of an alternative transaction if the Special Committee determined it advisable to do so at a future time. The representatives of Davis Polk then led a discussion with the members of the Special Committee regarding certain legal aspects of the December 8 Proposal that would need to be confirmed with the Sponsor Stockholders. A discussion ensued, during which the representatives of Davis Polk also detailed the various diligence requests that HireRight should expect to receive from the Sponsor Stockholders. After discussion, the Special Committee directed Davis Polk to confirm such legal points raised by Davis Polk during the discussion with Paul Weiss, which they did promptly following the meeting.

On December 13, 2023 and December 14, 2023, a representative of Sponsor E emailed a representative of Stone Point, expressing interest in having a phone call to discuss HireRight. On December 14, 2023, Paul Weiss advised Sponsor E to direct all inquiries regarding a potential strategic transaction to the Special Committee. Later that same day, the representative of Paul Weiss informed Davis Polk of the inquiry.

On December 14, 2023, HireRight’s management also shared a draft of the long-term financial projections for HireRight with representatives of Centerview in advance of an in-person discussion on the same day, at which Ms. Troe, on behalf of the Special Committee, Mr. Abramo, HireRight’s Chief Executive Officer, and representatives of Davis Polk were present. Between December 14, 2023 and January 10, 2024, HireRight’s management subsequently revised the initial draft of the preliminary projections to modify certain assumptions and correct immaterial computational errors (as so revised, the “Preliminary Projections”).

Also on December 14, 2023, representatives of Centerview and Mr. Spaeth, HireRight’s Chief Financial Officer, held a meeting to discuss diligence matters. Ms. Troe, on behalf of the Special Committee, was also in attendance. During the meeting, Mr. Spaeth provided an overview of the Preliminary Projections. Representatives of Centerview also provided Mr. Spaeth with requests for additional information that would be required for Centerview to undertake certain financial analyses in connection with the Special Committee’s review of a potential transaction with the Sponsor Stockholders or any alternative transaction that the Special Committee deemed appropriate.

On December 20, 2023, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding the Preliminary Projections, during which the Special Committee and representatives of Centerview discussed the deceleration of hiring activity in 2023 and the decline in HireRight’s top-line growth. The Special Committee and representatives of Centerview also discussed their views with respect to certain key assumptions underlying the Preliminary Projections. Specifically, the biggest assumptions of the Preliminary Projections on which the Special Committee focused were:

After further discussion of the Preliminary Projections and the assumptions underlying the Preliminary Projections, the discussion pivoted to HireRight’s actual historical operating performance or updated projections for certain periods relative to how it had been projected to perform during those periods in long-term plans previously prepared by HireRight’s management. Following this discussion, the Special Committee determined that HireRight’s management would be invited to the next meeting of the Special Committee to discuss the Preliminary Projections and the basis for the assumptions underlying the Preliminary Projections in greater detail.

On December 21, 2023, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. At the request of the Special Committee, for the beginning of the meeting, Mr. Spaeth, HireRight’s CFO, was also present. At the outset of the meeting, Mr. Spaeth reviewed with the Special Committee and its advisors the Preliminary Projections, including the key assumptions underlying the Preliminary Projections and the risks and opportunities affecting HireRight’s business and the achievability of the Preliminary Projections. During this discussion, Mr. Spaeth characterized the Preliminary Projections and the assumptions underlying the Preliminary Projections as both reasonable and achievable. Following this discussion, the Special Committee and the members of HireRight’s management also discussed the current status of the Sponsor Stockholders’ due diligence regarding HireRight. After this discussion, Mr. Spaeth left the meeting. The Special Committee then discussed with its advisors their views with respect to the Preliminary Projections, including the key assumptions thereunder, the Special Committee’s views regarding the reasonableness and assessment of the achievability of those assumptions in light of the Company’s historical performance and challenges projecting its long-term financial performance on a multi-year basis and their remaining open questions about the Preliminary Projections. Following that discussion, the Special Committee determined it would reconvene later that week after the members of the Special Committee had an opportunity to consider what additional questions and/or document requests that it might want to solicit from the management team in respect of the Preliminary Projections.

On December 24, 2023, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion with the Special Committee regarding the Preliminary Projections, including the key assumptions thereunder and HireRight’s historical performance relative to HireRight’s management’s prior projections of long-term performance. The Special Committee raised questions regarding the assumptions underlying the Preliminary Projections and, following discussion, the Special Committee directed representatives of Centerview to provide such questions to, and request a follow-up discussion with, HireRight’s management. Thereafter, representatives of Centerview communicated such questions to HireRight’s management.

On January 3, 2024, HireRight granted representatives of the Sponsor Stockholders access to a virtual data room. Between January 3, 2024 and February 15, 2024, HireRight provided certain confidential due diligence information in response to due diligence questions from the Sponsor Stockholders. The parties did not enter into a non-disclosure agreement in connection with the Sponsor Stockholders’ due diligence investigation given that the Sponsor Stockholders are party to the Stockholders Agreement, which includes confidentiality obligations binding the Sponsor Stockholders.

On January 6, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview reviewed with the Special Committee the responses from HireRight’s management to the Special Committee’s questions relating to the Preliminary Projections. The Special Committee and its advisors also discussed how the Preliminary Projections compared to both HireRight’s historical performance and prior long-term projections and against the performance of industry peers. Members of the Special Committee raised questions about the Preliminary Projections and the assumptions thereunder and, following further discussion, the Special Committee directed representatives of Centerview to compile a list of such questions. The Special Committee determined to reconvene later that week, after the Special Committee and its advisors had an opportunity to review and further consider the list of questions.

On January 8, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The Special Committee and its advisors reviewed the list of the Special

Committee’s questions developed during the January 6, 2024 meeting relating to the Preliminary Projections. Following discussion, the members of the Special Committee decided to provide such questions to HireRight’s management at a meeting to be held the following day, during which they would also convey their views with respect to certain categories of assumptions underlying the Preliminary Projections. The principal matters on which these questions focused were: (i) revenue growth assumptions, (ii) gross margin and EBITDA margin expansion assumptions and (iii) whether or not there were sufficient capital expenditures, investments and labor costs in the Preliminary Projections to support all of the Company’s initiatives. For purposes of assisting the Special Committee in evaluating the reliability of the Preliminary Projections, the Special Committee also decided to ask HireRight’s management to (a) provide the Special Committee with all of management’s prior multi-year and long-range plans and (b) prepare a chart detailing management’s initial budgets against actual results for the past 10 years or for whatever shorter period was relevant for purposes of the current pro-forma Company.

On January 9, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. At the request of the Special Committee, for the beginning of the meeting, Messrs. Abramo and Spaeth were also present. The Special Committee led a discussion with HireRight’s management regarding the Preliminary Projections and the Special Committee’s views with respect to certain key assumptions underlying such Preliminary Projections. During this discussion, HireRight’s management answered questions from the Special Committee and reviewed potential macro-economic conditions and other risks and opportunities affecting HireRight’s business that could impact the Preliminary Projections. The members of HireRight’s management stated that they continued to believe that the assumptions underlying the Preliminary Projections were reasonable, and that the results contemplated by the Preliminary Projections were achievable.

On January 11, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The purpose of the meeting was to discuss the reliability of the multi-year and long-term financial projections prepared by HireRight’s management in recent years, including the September 2021 forecast that was prepared in September 2021 by HireRight’s management for the IPO (the “2021 Forecast”) and a 2023 internal model (the “2023 Model”) that had been prepared by management in April 2023. While the 2021 Forecast had been approved by the HireRight Board, the 2023 Model had not been previously shared with, or approved by, the HireRight Board and was not used for any external purposes. Both the 2021 Forecast and the 2023 Model were provided to the Special Committee prior to the meeting. As an initial matter, the representatives of Centerview and the members of the Special Committee discussed the 2021 Forecast and how, as the facts developed and based on HireRight’s actual results of operations, HireRight outperformed in 2022, underperformed in 2023 and is projected to underperform the 2021 Forecast in 2024 (based on how 2024 was projected in the Preliminary Projections and how 2024 was tracking according to HireRight’s management in response to questions in due diligence from the Sponsor Stockholders). Thereafter, the representatives of Centerview and the Special Committee discussed the 2023 Model, including that the 2023 Model was similar to the Preliminary Projections, but appeared even more optimistic regarding top-line revenue growth assumptions (specifically in 2024 and 2025). During that discussion, the members of the Special Committee noted that, upon further scrutiny of the projections and assumptions thereunder, the members of the Special Committee believed that the 2023 Model shared many of the same assumptions as the Preliminary Projections.

In light of the assumptions underlying the 2021 Forecast and the underperformance in 2023 represented by HireRight’s historical performance relative to the Preliminary Projections, among other things, the Special Committee determined the Preliminary Projections needed to be adjusted downwards as they proposed to deliver:

For these and other such reasons, following this discussion, the Special Committee determined that it did not believe the long-term financial results implied by the Preliminary Projections to be reasonably achievable. As a result, the Special Committee requested that HireRight’s management prepare a revised set of financial projections that reflected, in the view of the Special Committee, more achievable results.

On January 13, 2024, certain members of HireRight’s senior management contacted representatives of the Sponsor Stockholders via email to discuss, among other things, possible post-closing employment arrangements for management. On January 16, 2024, representatives of the Sponsor Stockholders responded via email and advised management that, while the Sponsor Stockholders would be happy to discuss regular priorities of the business as a public company, they had been advised by counsel that they could not discuss the transaction process or what may or may not happen in the event HireRight ceases to be a public company with management at that time. Later that same day, representatives of Paul Weiss informed Davis Polk of this email exchange.

On January 14, 2024, the Special Committee instructed HireRight’s management to prepare revised projections for HireRight based on certain adjustments proposed by the Special Committee to the Preliminary Projections to reflect (a) the possibility of a more challenging macroeconomic environment during the pendency of the reference period, (b) more modest revenue growth assumptions, and (c) more conservative gross margin and EBITDA margin expansion assumptions, which assumptions, in the latter two cases, were more consistent with what HireRight had achieved historically.

On January 15, 2024, Mr. Abramo advised the Special Committee that, while HireRight’s management remained comfortable with the Preliminary Projections, he understood that the Special Committee’s views may differ from management’s views of macroeconomic and competitive conditions such that a more tepid growth outlook is warranted from the Special Committee’s perspective. Mr. Abramo further acknowledged that every long-term forecast is an estimate and that estimates can vary greatly given significant changes in macroeconomic, competitive and general market conditions. In addition, on January 16, 2024, Mr. Abramo also advised the members of the Special Committee and representatives of Centerview that he and Mr. Spaeth continued to remain comfortable with the achievability of the results implied by the Preliminary Projections.

On January 16, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding various forecasts that HireRight’s management had provided to the HireRight Board since 2018 and a comparison of such forecasts against both HireRight’s actual historical results during those periods and the Preliminary Projections. A discussion ensued, during which the Special Committee and its advisors noted the variances between HireRight’s management’s projections when compared to HireRight’s actual historical results. Following that discussion, the representatives of Centerview then provided the Special Committee with an update on the progress that HireRight’s management was making in preparing a new set of projections based on the updated assumptions that the Special Committee provided to HireRight.

Between January 17 and January 23, 2024, HireRight’s management provided the Special Committee drafts of a revised set of financial projections based on the updated assumptions that the Special Committee provided to HireRight’s management. The Special Committee reviewed these drafts and provided additional input and perspective to HireRight’s management.

On January 18, 2024, HireRight’s management, the Sponsor Stockholders and representatives of Centerview attended a diligence call.

On January 19, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion on the progress that had been made by HireRight’s management in preparing the revised financial projections as directed by the Special Committee. Following that discussion, the Special Committee asked its advisors to explore whether there was any value in pursuing potential alternative transactions to the transaction proposed by the Sponsor Stockholders, notwithstanding that the Sponsor Stockholders had indicated in their December 8 Proposal that they “are interested only in pursuing the Proposed Transaction and do not intend to sell their respective stakes in the Company to any third party.” The representatives of Centerview noted that they would discuss such strategic alternatives with the Special Committee at the next scheduled meeting.

Also at this meeting, on January 19, 2024, representatives of Davis Polk informed the Special Committee of the phone call that Davis Polk had received from Paul Weiss, during which a representative of Paul Weiss stated

that HireRight’s management had reached out via email to the Sponsor Stockholders to discuss possible post-closing employment arrangements for management and that the Sponsor Stockholders had replied to management’s inquiry that, based upon the advice of counsel, the Sponsor Stockholders were unable to have that conversation with management. The Special Committee instructed representatives of Davis Polk to speak with Mr. Copple to remind him that HireRight’s management was not to make any inquiries of this nature without the prior approval of the Special Committee and that no such inquiries were in any case appropriate prior to an agreement between the Special Committee and the Sponsor Stockholders on the price and the other material terms and conditions of a potential transaction or the determination by the Special Committee that no agreement would be reached and the Special Committee process concluded. Representatives of Davis Polk discussed the matter with Mr. Copple following the meeting.

On January 22, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion with the Special Committee regarding the latest draft of revised financial projections prepared by HireRight’s management (such revised projections, the “Revised Projections”). It was noted that the Revised Projections were generally consistent with the directions provided by the Special Committee and included updated assumptions consistent with the Special Committee’s instructions to HireRight’s management. However, based on a review of certain trends in the Revised Projections, the Special Committee asked HireRight’s management to reflect modest additional adjustments. Following discussion, for all of the reasons noted above, the Special Committee determined that the financial projections reflected in the Revised Projections were more achievable than those reflected in the Preliminary Projections and that the Revised Projections were a more appropriate basis on which to value HireRight, subject to making such modest additional adjustments requested by the Special Committee.

Following the discussion on the Revised Projections, representatives of Centerview then led a discussion regarding potential strategic alternatives to the transaction proposed by the Sponsor Stockholders, including (i) keeping HireRight as a standalone entity, (ii) a sale of the public shares of Company Common Stock not owned by the Sponsor Stockholders, (iii) a sale of the public shares of Company Common Stock and a portion of a Sponsor Stockholder’s equity in HireRight and (iv) a sale of the entire Company to a third party. A discussion ensued during which the members of the Special Committee asked its advisors questions about the potential strategic participants in a potential transaction, which were addressed by representatives of each of Centerview and Davis Polk. Following this discussion, the Special Committee and its advisors then discussed the various inbound phone calls regarding HireRight that the Sponsor Stockholders and Centerview received after the Sponsor Stockholders publicly announced their potential interest in acquiring all shares of Company Common Stock not owned by them. The advisors noted that the Sponsor Stockholders received inbound calls from several private equity sponsors (in certain instances, on behalf of their respective portfolio companies), and both the Sponsor Stockholders and Centerview received an inbound call from a private company. It was noted that none of these potential strategic participants ever pursued any further contact with the Sponsor Stockholders or Centerview after each such inbound party’s initial outreach and that, given the Sponsor Stockholders’ explicit statements that they do not intend to sell their respective stakes to any third party, there was no purpose in exploring a potential strategic alternative transaction unless these facts change in the future, because the Sponsor Stockholders’ support would be required in order for any such transaction to be effected.

On January 23, 2024, HireRight’s management, the Sponsor Stockholders, and representatives of each of Centerview, Davis Polk, Paul Weiss and Deloitte Tax LLP, the Sponsor Stockholders’ tax advisor, held a due diligence meeting with respect to tax matters.

On January 24, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding the Revised Projections and noted for the Special Committee that HireRight’s management had properly finalized all of the adjustments that the Special Committee had requested be made. Following that discussion, the Special Committee authorized representatives of Centerview to use the Revised Projections for Centerview’s financial analysis of the Company.

On January 26, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding Centerview’s preliminary financial analysis of HireRight. Following that discussion, representatives of Centerview then led a discussion regarding certain selected precedent squeeze-out transactions and proposed next steps with the Sponsor Stockholders. After that discussion, the Special Committee determined to reject the Sponsor Stockholders’ December 8 Proposal on the basis that the proposal undervalued HireRight. In addition, the Special Committee

determined not to provide a counterproposal and directed Centerview to inform the Sponsor Stockholders that the Special Committee was not prepared to engage with the Sponsor Stockholders at a $12.75 per share price. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed.

On January 28, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The representatives of Centerview provided the Special Committee with an update on their recent conversations with the Sponsor Stockholders, noting that the Sponsor Stockholders understood that the Special Committee was not prepared to engage at a $12.75 per share price, and that the Sponsor Stockholders also requested (i) the 2024 budget of the Company representing the Company’s operating plan for the Company’s then-current fiscal year (the “2024 Budget”), (ii) a copy of all long-range plans recently prepared by HireRight’s management, and (iii) permission to contact potential financing sources for the transaction. Representatives of Centerview also noted that, during the conversation, they had asked the Sponsor Stockholders to clarify what they planned to do with the Tax Receivable Agreement, which the Sponsor Stockholders declined to address on the call, but the Sponsor Stockholders did commit to addressing the treatment of the Tax Receivable Agreement in the context of the overall transaction. Following that discussion, the Special Committee determined (x) to allow HireRight’s management to provide the Sponsor Stockholders with access to the 2024 Budget and (y) not to provide the Preliminary Projections and Revised Projections until such time as negotiations with the Sponsor Stockholders were substantially completed or complete if such time were ever reached. A representative of Davis Polk then led a discussion with the Special Committee regarding whether to permit the Sponsor Stockholders to contact potential financing sources for the transaction. Following discussion, the Special Committee determined it was premature to allow the Sponsor Stockholders to initiate discussions with potential financing sources. At the end of this discussion, representatives of Centerview left the meeting. A representative of Davis Polk then informed the Special Committee of a call that Davis Polk had received from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Company’s legal advisor, at the direction of HireRight senior management, during which a representative of Skadden reiterated that HireRight’s management continued to believe in the achievability of the results implied by the Preliminary Projections.

At the direction of the Special Committee, on January 29, 2024, representatives of Centerview provided the 2024 Budget to the Sponsor Stockholders.

On January 30, 2024, HireRight’s management, the Sponsor Stockholders and representatives of Centerview held a diligence meeting regarding the 2024 Budget. Ms. Troe, on behalf of the Special Committee, was also in attendance.

On January 31, 2024, the Sponsor Stockholders held a phone call with Centerview and informed representatives of Centerview that they were increasing their offer from $12.75 to $13.00 in cash per share, subject to negotiation of a satisfactory Merger Agreement and other definitive documents on terms acceptable to the Sponsor Stockholders.

On January 31, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding their recent phone conversation with the Sponsor Stockholders during which the Sponsor Stockholders had increased their offer from $12.75 to $13.00 in cash per share of Company Common Stock, subject to negotiation of a Merger Agreement and other definitive documents on terms acceptable to the Sponsor Stockholders. Representatives of Centerview noted that the Sponsor Stockholders had indicated that, with additional diligence, they may be able to find additional value in the Company to increase their bid further. The Special Committee discussed potential strategies for seeking to maximize the per share price that the Sponsor Stockholders would pay to the Unaffiliated Stockholders. Following discussion, the Special Committee directed Centerview to counter the Sponsor Stockholders’ proposal with a per share price of $17.95 in cash. In settling on this figure, the Special Committee wanted to provide some price guidance to the Sponsor Stockholders, but recognized that the resulting per share price gap between the Sponsor Stockholders and the Special Committee may risk the Sponsor Stockholders: (i) concluding that the parties had irreconcilably different views on value and there was no reasonable basis on which an agreement could be reached on price; or (ii) abandoning their pursuit of a transaction that the Special Committee believed could be in the best interests of the Unaffiliated Stockholders if the Sponsor Stockholders were willing to increase their price to an acceptable level and also was (a) conditioned on the Special Committee’s approval and recommendation to the HireRight Board and (b) subject to the

non-waivable approval of a majority of the voting power of disinterested stockholders. As a result, the Special Committee directed Centerview to accompany the proposed price of $17.95 per share with a message that the Special Committee was prepared to negotiate in good faith on price, so long as the Sponsor Stockholders were prepared to meaningfully increase their offer price.

On February 1, 2024, at the direction of the Special Committee, representatives of Centerview delivered to the Sponsor Stockholders the Special Committee’s counterproposal of $17.95 per share, and the message authorized by the Special Committee. During this discussion, representatives of the Sponsor Stockholders requested to review any long-range plans prepared by HireRight’s management (including any long-range plan being relied on by the Special Committee) before submitting a new proposal.

On February 2, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview summarized the recent discussion between representatives of each of Centerview and the Sponsor Stockholders. Discussion ensued among the members of the Special Committee and its advisors, including as to the fact that the Sponsor Stockholders had yet to submit an acceptable per share price. Following discussion, the members of the Special Committee directed Centerview to reject the request of the Sponsor Stockholders to review any long-range plans prepared by HireRight’s management, and to convey to the Sponsor Stockholders the Special Committee’s view that the Sponsor Stockholders had received sufficient information to prepare their own financial projections and would be expected to submit a revised proposal before any additional materials would be provided. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed.

On February 7, 2024, the Sponsor Stockholders, HireRight’s management and representatives of Centerview held a diligence call related to HireRight’s cost savings initiatives.

On February 8, 2024, representatives of the Sponsor Stockholders contacted and informed the representatives of Centerview that they had received approval from their respective investment committees to increase their proposal to acquire the outstanding shares of Company Common Stock not already owned by the Sponsor Stockholders from $13.00 to $14.10 in cash per share, subject to negotiation of a Merger Agreement and other definitive documents on terms acceptable to the Sponsor Stockholders.

Also on February 8, 2024, Paul Weiss sent Davis Polk a draft Merger Agreement, a draft form of Limited Guarantee that would be entered into by the applicable Sponsor Stockholders or their affiliate and a draft form of Support Agreement that would be entered into by each Sponsor Stockholder, if agreement was reached on price. The draft Merger Agreement contemplated that the Proposed Transaction would be (i) conditioned on the Special Committee’s approval and recommendation to the HireRight Board and (ii) subject to the non-waivable approval of a majority of the voting power of HireRight’s disinterested stockholders.

Later in the day on February 8, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview reviewed with the Special Committee the discussion with the Sponsor Stockholders earlier that day, including their new proposal to acquire the shares of Company Common Stock not already owned by the Sponsor Stockholders for $14.10 per share in cash. Following discussion, the members of the Special Committee and its advisors discussed next steps. The representatives of Davis Polk led a discussion relating to key terms of the draft of the Merger Agreement and other transaction documents delivered by Paul Weiss, including that certain provisions of the Merger Agreement relating to financing and potential termination fees would need to be revised in a subsequent draft. Following this discussion, the members of the Special Committee determined not to respond immediately to the Sponsor Stockholders’ latest proposal, and to instead schedule a follow-up meeting between the Special Committee and its advisors for the following day to determine the best course of action.

On February 9, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The members of the Special Committee and its advisors discussed the Sponsor Stockholders’ proposed per share price of $14.10, and whether the Special Committee viewed this price as reflecting the best potential price for the Unaffiliated Stockholders. A discussion ensued during which the Special Committee and its advisors discussed potential alternatives. Following this discussion, the Special Committee determined that it was in the best interests of HireRight and the Unaffiliated Stockholders to make a counterproposal of $15.25 per share and instructed representatives of Centerview to convey this to the Sponsor Stockholders. The Special Committee also instructed the representatives of Centerview to remind the Sponsor Stockholders of the Special Committee’s duty to act independently and to get the best possible price for the

Unaffiliated Stockholders. The members of the Special Committee and its advisors next discussed a hypothetical timeline for entering into the Merger Agreement and related documents if agreement could be reached on price. A discussion ensued during which the members of the Special Committee and its advisors discussed certain information that would need to be provided by HireRight’s management for purposes of preparing the draft disclosure schedules. Representatives of Davis Polk led a discussion on the Merger Agreement and other transaction documents and summarized certain key issues that would require the Special Committee’s input should the Special Committee determine to engage in negotiations with the Sponsor Stockholders, including (i) the termination fee payable by HireRight, (ii) the termination fee payable by the Sponsor Stockholders if they were not able to close as a result of a failure to obtain the necessary debt financing and (iii) certain terms and conditions relating to compensation and benefits protection for HireRight’s employees. A discussion thereafter ensued during which the members of the Special Committee and the representatives of Davis Polk discussed the open issues and agreed upon appropriate responses. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed. At the instruction of the Special Committee, representatives of Centerview also made the Preliminary Projections and the Revised Projections available to the Sponsor Stockholders.

On February 11, 2024, at the instruction of the Special Committee, Davis Polk sent Paul Weiss revised drafts of the Merger Agreement, form of Limited Guarantee and form of Support Agreement, reflecting the positions discussed with the Special Committee at its February 9 meeting, including, among other things, adding in the Support Agreement a waiver from General Atlantic of the acceleration of certain payment obligations of HireRight under the Tax Receivable Agreement, if any, arising from any “Change in Control” (as such term is defined in the Tax Receivable Agreement) occurring by virtue of the consummation of the transactions contemplated by the Merger Agreement, to which the Sponsor Stockholders agreed.

On February 12, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Davis Polk led a discussion relating to the impact that the consummation of the transactions contemplated by the Merger Agreement would have on each of HireRight’s forms of equity awards. Following this discussion, representatives of Davis Polk noted for the members of the Special Committee that certain additional information would be required from HireRight’s management in connection with Davis Polk’s analysis of the treatment of HireRight’s equity awards under the Merger Agreement. The members of the Special Committee and its advisors engaged in a discussion regarding the best approach for communicating with, and obtaining any necessary information from, HireRight’s management. At the conclusion of these discussions, the members of the Special Committee and its advisors determined that the most efficient next step would be to schedule a phone call with HireRight’s management.

At the direction of the Special Committee, representatives from Davis Polk contacted members of HireRight’s management promptly following the Special Committee meeting. From February 12, 2024 through the execution of the Merger Agreement on February 15, 2024, HireRight’s management engaged in discussions with, and provided necessary information to, Davis Polk, consistent with the approach discussed with the Special Committee.

Later on February 12, 2024, Paul Weiss sent Davis Polk revised drafts of the Merger Agreement, form of Limited Guarantee and form of Support Agreement, as well as a draft Debt Commitment Letter.

On February 13, 2024, representatives of the Sponsor Stockholders held a phone call with representatives of Centerview and informed representatives of Centerview that the Sponsor Stockholders were increasing their offer to $14.25 in cash per share, subject to finalization of the Merger Agreement and the related transaction documents on terms acceptable to the Sponsor Stockholders. The representatives of the Sponsor Stockholders also conveyed that this offer was approaching the limit at which the Sponsor Stockholders would still be willing to enter into a potential transaction with HireRight.

On February 13, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk attended. Representatives of Centerview reviewed with the Special Committee the discussion with the Sponsor Stockholders earlier that day, including their new proposal to acquire the shares of Company Common Stock not already owned by the Sponsor Stockholders for $14.25 per share in cash. At the meeting, representatives of Davis Polk reviewed with the Special Committee members certain provisions and key issues in the revised draft of the Merger Agreement, including (i) the termination fee payable by HireRight,

(ii) the termination fee payable by the Sponsor Stockholders if they were not able to obtain the necessary debt financing and (iii) with respect to compensation and benefits protection for HireRight’s employees. Thereafter, members of the Special Committee and the representatives of Davis Polk discussed the open issues and agreed upon appropriate responses.

Later in the day on February 13, 2024, at the direction of the Special Committee, Davis Polk sent Paul Weiss revised drafts of the Merger Agreement, form of Limited Guarantee and form of Support Agreement, reflecting the positions discussed with the Special Committee at its February 13 meeting, and, at the direction of the Special Committee, Ms. Troe contacted representatives of the Sponsor Stockholders and arranged a meeting for the next day.

On February 14, 2024, the following events occurred sequentially:

From February 14, 2024, until the execution of the Merger Agreement on February 15, 2024, the parties and their respective legal advisors exchanged several drafts of, and engaged in numerous discussions and negotiations concerning the terms of, the Merger Agreement and related transaction documents.

On the evening of February 15, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview reviewed with the Special Committee Centerview’s financial analysis of the Merger Consideration, and rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 15, 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 Merger Consideration to be paid to the holders of Shares (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 detailed discussion of Centerview’s opinion, please see below under the caption “Special Factors – Opinion of the Special Committee’s Financial Advisor.” Representatives of Davis Polk then led a discussion with the Special Committee regarding the fiduciary duties of the Special Committee members in connection with the Proposed Transaction. Davis Polk then reviewed with the Special Committee the key terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger. After further discussion, the Special Committee unanimously recommended that the HireRight Board (i) determine the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the HireRight stockholders vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) direct that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby.

Later in the evening of February 15, 2024, following the meeting of the Special Committee, the HireRight Board held a meeting (with the members of the HireRight Board affiliated with the Sponsor Stockholders and their respective affiliates not in attendance), at which Messrs. Spaeth and Copple and representatives of each of Centerview and Davis Polk were present. Representatives of Davis Polk reviewed with the members of the HireRight Board in attendance at the meeting the Special Committee meeting held earlier that evening, including that (i) representatives of Centerview presented its financial analysis of the Merger Consideration and the rendering of Centerview’s opinion as described above and (ii) the unanimous recommendations of the Special Committee described above. The members of the HireRight Board asked questions and discussion ensued. After discussion and based on the unanimous recommendation of the Special Committee, the members of the HireRight Board in attendance at the meeting then unanimously (i) determined the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the HireRight stockholders approve the adoption of the Merger Agreement and (iv) directed that the Merger Agreement be submitted to HireRight stockholders for adoption thereby.

Following the HireRight Board meeting on February 15, 2024, the parties executed the definitive transaction documents, including the Merger Agreement, the Support Agreements and the Limited Guarantees.

On February 16, 2024, before the markets opened, HireRight announced that it had entered into the Merger Agreement, the Support Agreements and the Limited Guarantees.

On November 22, 2023, the HireRight Board approved resolutions that established the Special Committee, which consists of independent and disinterested directors Lisa Troe, Jill Smart and Venkat Bhamidipati, each of whom is independent of the Sponsor Stockholders and their affiliates and not members of the management of HireRight. Pursuant to the resolutions, the Special Committee was delegated the full power and authority of the HireRight Board to the fullest extent permitted by law to, among other things, take any and all actions on behalf of the HireRight Board that the Special Committee deemed appropriate or necessary to accomplish its functions, including, but not limited to, engaging its own independent outside counsel and financial advisor; reviewing the material facts related to potential strategic alternatives available to HireRight (the “Potential Alternatives”);

negotiating the terms and conditions of any Potential Alternative actually chosen on behalf of HireRight; determining whether the terms and conditions of any such Potential Alternative were fair, just and reasonable to HireRight and its stockholders (including the stockholders not affiliated with the Sponsor Stockholders) and whether it was in the best interests of HireRight to enter into any such Potential Alternative, including not pursuing any strategic transaction and executing on a standalone plan or some alternative operating plan that the Special Committee determined to be the value-maximizing alternative for the Company’s Unaffiliated Stockholders.

On February 15, 2024, the Special Committee unanimously recommended that the HireRight Board (i) determine that the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the HireRight stockholders vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) direct that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby.

Also on February 15, 2024, based on the unanimous recommendation of the Special Committee, the members of the HireRight Board in attendance at the meeting (which included a majority of the directors who are not employees of HireRight) then unanimously (i) determined the terms and conditions of the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the HireRight stockholders approve the adoption of the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby.

In reaching its recommendation, the Special Committee consulted with and received the advice of its independent financial and legal advisors and discussed certain matters with HireRight’s management team. The following are the material factors that supported the Special Committee’s recommendation that the HireRight Board approve the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger (which are not necessarily presented in order of relative importance):

The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to the Unaffiliated 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 Stockholders and the unaffiliated security holders of

HireRight 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 such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

In consultation with its legal, financial and other advisors, the Special Committee also considered the following specific aspects of the Merger Agreement (which are not necessarily presented in order of relative importance):

In the course of its deliberations, the Special Committee also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The Special Committee considered all of these factors as a whole and concluded that the uncertainties, risks and potentially negative factors relevant to the transactions were outweighed by the potential benefits that it expected HireRight stockholders would achieve as a result of the Merger. The foregoing discussion of the information and factors considered by the Special Committee is not exhaustive. In view of the wide variety of factors considered by the Special Committee in connection with its evaluation of the Merger and the complexity of these matters, the Special Committee did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above and any other factors, the individual members of the Special Committee may have viewed factors differently or given different weight or merit to different factors.

The Special Committee did not specifically consider the liquidation value or the net book value of HireRight in its evaluation of the Merger because of its belief that neither liquidation value nor net book value presents a meaningful valuation for HireRight and its business, as HireRight’s value is derived from the cash flows to be generated from its operations rather than from the value of assets that might be realized in a liquidation or from net book value which is significantly influenced by historical costs. In addition, the Special Committee did not conduct a separate going-concern valuation of HireRight because the financial analyses presented by Centerview, as more fully described in the sections titled “Special Factors — Opinion of the Special Committee’s Financial Advisor”, contained financial analyses of the cash flows to be generated by HireRight’s operations and the Special Committee believed these analyses to be a form of a going concern valuation. In addition, the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Other Important Information Regarding HireRight—Certain Transactions in the Shares of Company Common Stock” (all of which were below the Merger Consideration) to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Special Committee believes that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of HireRight’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 Special Committee implicitly considered the value of HireRight as a going concern by taking into account the value of HireRight’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters.

The Special Committee considered the factors taken into account by Centerview in issuing its fairness opinion.

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

In considering the recommendation of the HireRight Board that the HireRight stockholders vote to approve the Merger Agreement Proposal and the Adjournment Proposal, HireRight stockholders should be aware that the

officers, directors and employees of HireRight may have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of HireRight stockholders generally. See “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger.”

The foregoing discussion of the information and factors considered by the HireRight Board is forward-looking in nature. This information should be read in light of the factors described in the section entitled “Cautionary Statement Concerning Forward-Looking Information.”

On February 15, 2024, Centerview rendered to the Special Committee its oral opinion, subsequently confirmed in a written opinion dated February 15, 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 Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) 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 February 15, 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 D 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 D. 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 Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of HireRight 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 Transaction 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:

Centerview also participated in discussions with members of the senior management and representatives of HireRight regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available

financial and stock market data, including valuation multiples, for HireRight 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 HireRight 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 HireRight, 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 HireRight. 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 Transaction 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 Transaction, 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 HireRight, or the ability of HireRight to pay its obligations when they come due, or as to the impact of the Transaction 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, HireRight’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to HireRight or in which HireRight 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 holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration 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 Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of HireRight 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 HireRight or any other party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) 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 HireRight 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 Transaction 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 Transaction. 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 opinion, dated February 15, 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 HireRight. 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 HireRight or any other parties to the Transaction. None of the Special Committee, the HireRight Board, HireRight, 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 HireRight do not purport to be appraisals or reflect the prices at which HireRight 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 February 14, 2024, and is not necessarily indicative of current market conditions.

Centerview performed a discounted cash flow analysis of HireRight based on the Forecasts (for more details, please see the section titled “Special Factors—Certain Unaudited Prospective Financial Information.” 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.

In performing this analysis, Centerview calculated a range of implied per share equity values for HireRight by discounting to present value as of December 31, 2023 (using discount rates ranging from 11.75% to 13.00%, reflecting Centerview’s analysis of HireRight’s weighted average cost of capital, determined using a mid-period convention and based on considerations that Centerview deemed relevant in its professional judgment and experience): (i) the forecasted, after-tax unlevered free cash flows of HireRight over the period beginning on January 1, 2024, and ending on December 31, 2030, and (ii) a range of implied terminal values of HireRight at the end of the forecast period shown in the Forecasts, estimated by Centerview applying a multiple of the projected next 12 months of the HireRight’s Adj. EBITDA (as defined below) ranging from 7.0x to 9.0x. Based on its analysis, Centerview calculated a range of implied enterprise values of HireRight. Centerview subtracted from each of these ranges the face value of HireRight’s net debt and non-controlling interests as of December 31, 2023, as set forth in the Internal Data to derive a range of implied equity values for HireRight. Centerview then divided the results of the foregoing calculations by HireRight’s fully diluted shares of Company Common Stock outstanding as of February 12, 2024, as set forth in the Internal Data (determined using the treasury stock

method and taking into account outstanding in the money options, restricted stock units and other dilutive equity instruments) to derive a range of implied equity values for HireRight.

This analysis resulted in the implied per share equity value range for shares of Company Common Stock, rounded to the nearest $0.05, of $13.10 to $18.30, which also includes the present value of HireRight’s tax attributes under its Tax Receivable Agreement of approximately $0.31 to $0.32 per share based on the Internal Data. Centerview then compared this range to the Merger Consideration value of $14.35 per share to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Centerview reviewed certain financial information of HireRight and compared it to corresponding financial information of selected public companies that Centerview deemed comparable, based on its experience and professional judgment, to HireRight, which are referred to in this summary of Centerview’s opinion as the “selected companies.” Although none of the selected companies is directly comparable to HireRight, 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 HireRight. However, because none of the selected companies is exactly the same as HireRight, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of HireRight 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 February 14, 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, restricted stock units and other dilutive equity instruments) plus non-controlling interests, the face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations made in arriving at HireRight’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (which is referred to in this summary of Centerview’s opinion as “EV”), as a multiple of Wall Street research analyst consensus estimated earnings before interest expense, income taxes, depreciation and amortization and stock-based compensation (which is referred to in this summary of Centerview’s opinion as “Adj. EBITDA”). Such multiple is referred to in this summary of Centerview’s opinion, with respect to a selected company, as “EV / 2024E Adj. EBITDA.” The results of this analysis indicated a median EV / 2024E Adj. EBITDA of 9.9x.

The selected companies and the results of this analysis, which was conducted prior to the announcement that First Advantage Corporation would be acquiring Sterling Check Corp. in a cash and stock deal, 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 to 2024E Adj. EBITDA of 7.0x to 9.0x. 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 HireRight 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 to 2024E Adj. EBITDA to HireRight’s 2024E Adj. EBITDA of $201 million derived from the Internal Data, to derive a range of implied enterprise values for HireRight. Centerview subtracted from each of these ranges the face value of HireRight’s net debt and non-controlling interests as of December 31, 2023, as set forth in the Internal Data to derive a range of implied equity values for HireRight. Centerview then divided these implied equity values by the number of HireRight’s fully diluted shares of Company Common Stock outstanding as of February 12, 2024, as set forth in the Internal

Data (determined using the treasury stock method and taking into account outstanding in the money options, restricted stock units and other dilutive equity instruments) to derive a range of implied values per share of Company Common Stock of approximately $10.85 to $16.55, rounded to the nearest $0.05. Centerview compared this range to the Merger Consideration of $14.35 per share to be paid to the holders of shares of Company Common Stock (other than 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. The Special Committee did not impose any limitations on Centerview with respect to the analysis conducted or procedures followed in rendering Centerview’s opinion.

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

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, except for its engagement in connection with the Transaction, Centerview had not been engaged to provide financial advisory or other services to HireRight, and Centerview did not receive any compensation from HireRight 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 Parent or Merger Sub, and Centerview did not receive any compensation from Parent or Merger Sub during such period. In 2023, Centerview was engaged to provide financial advisory services to OneOncology, Inc. (“OneOncology”), a portfolio company of General Atlantic Service Company, an affiliate of Parent, 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 HireRight to a portfolio company of General Atlantic Service Company, and Centerview received less than $500,000 in compensation from such portfolio company. In the two

years prior to the date of its written opinion, Centerview was engaged to provide financial advisory services unrelated to HireRight to a portfolio company of Stone Point, an affiliate of Parent, but Centerview did not receive any compensation for such engagement, which is complete. Centerview may provide financial advisory and other services to or with respect to HireRight, Parent, General Atlantic Service Company or Stone Point or their respective affiliates, including portfolio companies of General Atlantic Service Company or Stone Point, in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and their 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, HireRight, Parent, General Atlantic Service Company, Stone Point or any of their respective affiliates, including portfolio companies of General Atlantic Service Company or Stone Point, or any other party that may be involved in the Transaction.

The Special Committee selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Special Committee, HireRight has agreed to pay Centerview an aggregate fee of approximately $10 million, $2 million of which was payable upon the rendering of Centerview’s opinion and $8 million of which is payable contingent upon consummation of the Transaction (which amount includes a $500,000 retainer that is creditable against such aggregate fee). In addition, HireRight has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

The written opinion of Centerview will be available for any interested equity security holder of the Company to inspect and copy at HireRight’s principal executive offices during regular business hours.

In addition to the presentation made to the Special Committee on February 15, 2024, the date on which Centerview rendered its opinion, Centerview made other written and oral presentations to the Special Committee on, among other dates, December 20, 2023, January 21, 2024 and January 26, 2024 (such presentations are collectively referred to as the “Preliminary Centerview Presentations” throughout this section). Copies of the Preliminary Centerview Presentations have been attached as exhibits to the Transaction Statement on Schedule 13E-3 with respect to the Merger. The Preliminary Centerview Presentations will be available for any interested equity security holder of the Company to inspect and copy at HireRight’s principal executive offices during regular business hours.

None of the Preliminary Centerview Presentations, alone or together, constitutes an opinion of Centerview with respect to the Merger Consideration. Each of the analyses performed in the Preliminary Centerview Presentations was subject to further updating and subject to the final financial analysis presented to the Special Committee on February 15, 2024, by Centerview, which is summarized above under the caption “—Summary of Centerview Financial Analysis” and which superseded all analyses performed in the Preliminary Centerview Presentations. Each of these analyses 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 on which Centerview performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information. Not all of the written and oral presentations by Centerview contained all of the financial analyses included in the February 15, 2024 presentation.

Under the SEC’s rules governing going-private transactions, the Purchaser Filing Parties, who may be deemed to be affiliates of the Company, are engaged in a “going private” transaction and, therefore, are required to express their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders, as defined under Rule 13e-3 of the Exchange Act. The Purchaser 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 Purchaser Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to approve and adopt the Merger Agreement and the transactions contemplated

thereby, including the Merger. The Purchaser Filing Parties have interests in the Merger that are different from, and/or in addition to, those of the other stockholders of the Company by virtue of their continuing interests in the Surviving Corporation after the completion of the Merger.

The Purchaser Filing Parties believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Purchaser Filing Parties did not participate in the deliberations of the Special Committee or the HireRight Board regarding, nor did they receive advice from the respective legal, financial or other advisors to the Special Committee or the HireRight Board as to, the fairness of the Merger. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. No financial advisor provided the Purchaser Filing Parties with any analysis or opinion with respect to the fairness of the Merger Consideration to the Unaffiliated Stockholders.

Based on, among other things, their knowledge and analysis of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the HireRight Board and the Special Committee discussed in “Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger” (which analysis and resulting conclusions the Purchaser Filing Parties adopt), the Purchaser Filing Parties believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the Purchaser Filing Parties considered the following:

The Purchaser Filing Parties did not consider the liquidation value of the Company in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because the Purchaser Filing Parties consider the Company to be a viable going concern and view the trading history of the Company Common Stock as an indication of the Company’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 Purchaser Filing Parties did not consider net book value, which is an accounting concept, as a factor in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because they believed that net book value is not a material indicator of the value of the Company 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. The Purchaser Filing Parties note, however, that the Merger Consideration of $14.35 is substantially higher than the net book value per share of Company Common Stock as of December 31, 2023 of $6.96 (based on 67,351,207 issued and outstanding shares of Company Common Stock as of that date). See the section of this proxy statement captioned “Where You Can Find More Information” for a description of how to obtain copies of the Company’s annual and periodic reports.

In evaluating the substantive fairness of the Merger to the Unaffiliated Stockholders, the Purchaser Filing Parties did not consider the prices paid in any past transactions in which any Company Common Stock were purchased, since any such purchases were made at then-current market or trading prices of such Company Common Stock and do not necessarily reflect the present market value of the Company Common Stock. The Purchaser Filing Parties did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because, following the Merger, the Company will have a significantly different capital structure than prior to the Merger. However, to the extent the pre-Merger going concern value was reflected in the pre-announcement price of the Company Common Stock, the Merger Consideration of $14.35 represents a premium to the going concern value of the Company.

Other than to the extent known to the Purchaser Filing Parties as disclosed in the section of this proxy statement captioned “—Background of the Merger,” the Purchaser Filing Parties were not aware of any firm offer for a merger or consolidation of the Company with another company, the sale or transfer of all or a substantial part of the Company’s assets, or the purchase of all or a substantial portion of Company securities that would enable such person to exercise control of or significant influence over the Company having been received by the Company from anyone other than the Purchaser Filing Parties in the two (2) years preceding the signing of the Merger Agreement.

The Purchaser Filing Parties 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 the Unaffiliated Stockholders.

The Purchaser Filing Parties further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors, which are not listed in any relative order of importance:

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

The foregoing discussion of the information and factors considered and given weight by the Purchaser Filing Parties in connection with the fairness of the Merger to the Unaffiliated Stockholders is not intended to be exhaustive but is believed by the Purchaser Filing Parties to include all material factors considered by them. The Purchaser Filing Parties 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 to the Unaffiliated Stockholders. Rather, the Purchaser Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Purchaser Filing Parties believe these factors provide a reasonable basis upon which to form their position regarding the substantive and procedural fairness of the Merger to the Unaffiliated Stockholders.

None of the Purchaser Filing Parties participated in the deliberations of the Special Committee or the HireRight Board regarding, nor did they receive advice from the respective legal or other advisors to the Special Committee or the HireRight Board as to, the fairness of the Merger to the Unaffiliated Stockholders. Based on the Purchaser Filing Parties’ knowledge and analysis of available information regarding the Company, the Special Committee and the HireRight Board, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the HireRight Board and discussed in this proxy statement in the section titled “Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger,” the Purchaser Filing Parties believe that the Merger is fair to the Unaffiliated Stockholders.

The Purchaser Filing Parties believe that these factors provide a reasonable basis for their belief that the Merger is fair to the Unaffiliated Stockholders. This belief is not intended to be and should not, however, be construed as a recommendation to any of the Company’s stockholders to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The Purchaser Filing Parties do not make any recommendation as to how stockholders of the Company should vote their shares of Company Common Stock relating to the Merger. The Purchaser Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the Unaffiliated Stockholders.

The Purchaser Filing Parties, who may be deemed to be affiliates of HireRight, are engaged in a “going private” transaction and, therefore, are required to express their reasons for the Merger to the Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The Purchaser Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the Purchaser Filing Parties, the primary purpose of the Merger is to allow Parent to own 100% of the equity interests in HireRight and to bear the rewards and risks of such sole ownership after the Merger is completed and the shares of Company Common Stock cease to be publicly traded, including any increases in the value of HireRight as a result of improvements to HireRight’s operations or acquisitions of other businesses. The Purchaser Filing Parties believe that structuring the transaction in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the shares of Company Common Stock at the same time, (ii) will allow HireRight to cease to be a publicly registered and reporting company and (iii) represents an opportunity for the Unaffiliated Stockholders (other than the holders of Owned Company Shares and the Dissenting Company Shares) to receive the Merger Consideration of $14.35 per share of Company Common Stock in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider 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 believe HireRight requires business decisions focused on long-term growth and operational excellence to secure HireRight’s long-term success. As these changes could generate earnings

volatility and uncertainty in the short- and medium-term, the Purchaser Filing Parties believe that these strategies would be most effectively implemented in the context of a private company structure. As a privately held entity, HireRight’s management will have greater flexibility to focus on improving long-term profitability and cash generation without the pressures exerted by the public market’s valuation of HireRight and its emphasis on short-term period-to-period performance. Further, as a privately held entity, HireRight will be relieved of many of the expenses, burdens and constraints imposed on companies that are subject to the public reporting requirements under the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002, which the Purchaser Filing Parties believe will enable HireRight’s management and employees to execute more effectively on future strategic plans. The Purchaser Filing Parties determined to undertake the Merger at this time because the Purchaser Filing Parties want to take advantage of the benefits of HireRight being a privately held company as described above.

Following completion of the Merger, Merger Sub will have been merged with and into HireRight, with HireRight surviving the Merger as a wholly owned subsidiary of Parent. The shares of Company 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 Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, HireRight’s securities will be delisted from the NYSE and deregistered under the Exchange Act.

The Purchaser Filing Parties currently anticipate that HireRight’s operations following completion of the Merger will initially be conducted substantially as they are currently being conducted (except that HireRight will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Following the completion of the Merger and the deregistration of the Company Common Stock, HireRight will no longer be subject to the Exchange Act and the compliance and reporting requirements of NYSE and will no longer incur the related direct and indirect costs and expenses. The Purchaser Filing Parties are currently conducting a review of HireRight and its business and operations with a view towards determining how to redirect the HireRight’s operations to improve HireRight’s long-term earnings potential as a private company (including by reducing HireRight’s costs and expenses following the Merger) and expect to complete such review following completion of the Merger. Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess HireRight’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of HireRight. In addition, Parent may seek to buy or combine HireRight with target companies that provide earnings and growth synergies; however, no definitive contracts, arrangements, plans, proposals, commitments or understandings with respect thereto currently exist. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Purchaser Filing Parties and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in HireRight’s industry.

From and after the Effective Time, the officers of HireRight immediately prior to the Effective Time will be the officers of the Surviving Corporation and, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, the certificate of incorporation of HireRight 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 Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation and such bylaws.

If the Merger Agreement is approved and adopted by the requisite votes of HireRight stockholders and all other conditions to the Closing of the Merger are either 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, (i) Merger Sub will merge with and into HireRight, (ii) the separate existence of Merger Sub will cease and (iii) HireRight will

continue as the Surviving Corporation in the Merger and as a wholly owned subsidiary of Parent. As a result of the Merger, HireRight will cease to be a publicly traded company, Company Common Stock will be delisted from NYSE and deregistered under the Exchange Act and HireRight 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 as a result of the Merger.

The Effective Time will occur upon the filing of the Certificate of Merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and HireRight and specified in such Certificate of Merger.

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

For our executive officers and directors, at the Effective Time, HireRight equity compensation awards will be treated as follows:

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 Sponsor Stockholders indirectly through their indirect equity interests in Parent) will be the sole beneficiaries of HireRight’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting HireRight following the Merger. Similarly, Parent (and the Sponsor Stockholders indirectly) will also bear the risks of ongoing operations, including the risks of any decrease in HireRight’s value after the Merger.

The primary benefit of the Merger to the Unaffiliated Stockholders, other than the holders Owned Company Shares and Dissenting Company Shares, will be their right to receive the Merger Consideration of $14.35 per share of Company Common Stock in cash, without interest, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, representing a premium of 47% over the volume weighted average share price for the 30-day period preceding November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction. Additionally, such security holders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

The primary detriments of the Merger to our Unaffiliated Stockholders include the lack of an interest of such security holders in the potential future earnings, growth or value realized by HireRight after the Merger.

Following the Merger, all of the equity interests in HireRight will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates. If the Merger is completed, the Purchaser Filing Parties and their affiliates will be the sole beneficiaries of our future earnings and growth, if any, and they will be the only ones entitled to vote on corporate matters affecting HireRight following the Merger.

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 Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net

earnings. The table below sets forth the beneficial ownership of Company Common Stock and resulting interests in the Company’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on the Company’s net book value at December 31, 2023 and net earnings for the year ended December 31, 2023, as if the Merger were completed on such date.

In addition, the Purchaser Filing Parties will benefit from the savings associated with HireRight 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 Company Common Stock following the Merger and the risk that HireRight will decrease in value following the Merger.

If the Merger Agreement Proposal 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, HireRight stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, HireRight will remain an independent public company, and the shares of Company Common Stock will continue to be listed and traded on NYSE, so long as HireRight continues to meet the applicable listing requirements. In addition, if the Merger is not completed, HireRight expects that management will operate HireRight’s business in a manner similar to that in which it is being operated today and that HireRight stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of shares of Company Common Stock may decline to the extent that the current market price of shares of Company Common Stock reflects a market assumption that the Merger will be completed.

If the Merger is not completed for any other reason, this event would not adversely affect the Sponsor Stockholders’ future relationship with HireRight, and the Sponsor Stockholders would intend to remain as long-term stockholders.

Under certain circumstances, if the Merger is not completed, HireRight may be required to pay Parent a Company Termination Fee of $30,000,000 or Parent may be required to pay HireRight a Parent Termination Fee of $65,000,000. For more information about termination fees, see “The Merger Agreement—Termination Fees.”

Except for annual and quarterly guidance, HireRight does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections.

Nevertheless, in connection with the Special Committee’s consideration of HireRight’s stand-alone prospects and potential strategic transactions available to HireRight, including the Merger, in December 2023, at the direction of the Special Committee, HireRight’s management prepared the Preliminary Projections, certain financial projections of HireRight, on a standalone basis without giving effect to the Merger, through the fiscal year ending December 31, 2030.

Thereafter, in January 2024, in connection with the Special Committee’s consideration of HireRight’s standalone prospects and potential strategic transactions available to HireRight, including the Merger, the Special

Committee instructed HireRight’s management to prepare the Revised Projections, a revised set of projections that were based on certain adjustments determined by the Special Committee to the Preliminary Projections.

In addition, in December 2023, at the direction of the Special Committee, HireRight’s management provided Centerview, as financial advisor to the Special Committee, with the 2021 Forecast prepared in September 2021 by HireRight’s management for purposes of the IPO. The Special Committee used the 2021 Forecast in connection with its evaluation of the Preliminary Projections. The 2021 Forecast, the Preliminary Projections and the Revised Projections are referred to herein as the “Projections.” See “—Background of the Merger” above for additional information.

The Special Committee used the Revised Projections to assist in its decision-making process in determining to recommend to the HireRight Board the approval and adoption of the Merger Agreement and to recommend the Merger, and directed Centerview to use and rely on the Revised Projections for purposes of its financial analysis and opinion, which financial analysis and opinion is described above under the heading “Special Factors - Opinion of the Special Committee’s Financial Advisor.” The summary of the Projections is included in this proxy statement solely to give HireRight’s stockholders access to certain financial projections that were made available to the Special Committee and Centerview. The summary of the Projections may not be appropriate for other purposes and is not being included in this proxy statement to influence a HireRight stockholder’s decision whether to vote to adopt the Merger Agreement and approve the Merger.

The Projections were prepared by HireRight’s management for internal use. Although the Projections were prepared on an accounting basis consistent with HireRight’s financial statements, the Projections, and the underlying key assumptions relating to the Projections, were generated for internal use and not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections, the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of HireRight’s management, the Projections reflected the best available estimates and judgments at the time of preparation and presented as of the time of preparation, to the best of HireRight’s management’s knowledge and belief, reasonable projections of the future financial performance of HireRight.

The Projections included in this proxy statement have been prepared by, and are the responsibility of, HireRight’s management (and, in the case of the Revised Projections, HireRight's management and, to the extent of the revised assumptions requested by the Special Committee reflected in the Revised Projections, also the responsibility of the Special Committee). PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to HireRight’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

The Projections, while presented with numerical specificity, necessarily were based on numerous variables, estimates and assumptions as to future events that are inherently uncertain and many of which are beyond the control of HireRight’s management. Because the Projections cover multiple years, by their nature, they also become subject to greater uncertainty with each successive year. A number of important factors with respect to HireRight’s business and the industry in which it participates may affect actual results and result in the Projections not being achieved. For a description of some of these factors, HireRight’s stockholders are urged to review HireRight’s most recent SEC filings and other risk factors described in HireRight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, the Projections may be affected by the HireRight’s inability to achieve strategic goals, objectives and targets over the applicable period. Since the Projections cover multiple years, the information by its nature becomes less reliable with each successive year. Accordingly, there can be no assurance that the Projections are indicative of the future performance of HireRight or that actual results will not differ materially from those presented in the Projections.

In developing the Projections, HireRight’s management (and, in the case of the Revised Projections, the Special Committee) made numerous assumptions, including about the industry in which HireRight participates,

HireRight’s markets and products, and HireRight’s ability to execute its plans. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Projections prepared by HireRight’s management (or, in the case of the Revised Projections, as instructed by the Special Committee).

The Projections are summarized below:

The following table summarizes the 2021 Forecast, which was prepared by HireRight’s management in connection with the IPO and, at the direction of the Special Committee, provided to Centerview, as financial advisor to the Special Committee, in connection with the Special Committee’s evaluation of the Preliminary Projections. The 2021 Forecast was reviewed with the Special Committee and used by the Special Committee, in part, in making its determination (a) that, in light of, among other things, HireRight’s historical performance and the significant risks and uncertainties affecting HireRight’s business, it believed that the long-term financial results implied by the Preliminary Projections were not reasonably achievable and (b) as a result, to request that HireRight’s management prepare the Revised Projections reflecting assumptions that were, in the view of the Special Committee, more operationally achievable. The following key assumptions were made in developing the 2021 Forecast:

In December 2023, in connection with the Special Committee’s consideration of HireRight’s stand-alone prospects and potential strategic transactions available to HireRight, including the Merger, at the direction of the Special Committee, HireRight’s management prepared the Preliminary Projections reflecting management’s view of the trajectory of HireRight’s business through the end of the fiscal year ended December 31, 2030, which were first reviewed by the Special Committee together with representatives of Centerview on December 20, 2023.

The following key assumptions were made in developing the Preliminary Projections:

The following table summarizes the Preliminary Projections (as revised to modify certain assumptions and correct immaterial computational errors described in the section of this proxy statement captioned “—Background of the Merger”).

The following table summarizes the comparison of the 2021 Forecast for 2022, 2023 and 2024 against the Preliminary Projections for 2023 and 2024 and HireRight’s actual results of operations for the fiscal year ended December 31, 2022, which comparisons were reviewed by the Special Committee together with representatives of Centerview on January 11, 2024 in connection with the Special Committee’s evaluation of the Preliminary Projections, and used by the Special Committee, in part, in its determination (a) that it was uncertain about the achievability of the financial results in the Preliminary Projections after considering the significant reductions in the Preliminary Projections for 2023 and 2024 compared to the 2021 Forecast for those years and (b) as a result, to request that HireRight’s management prepare the Revised Projections reflecting assumptions that were, in the view of the Special Committee, more operationally achievable in light of HireRight’s historical performance. See “—Background of the Merger” above for additional information.

On January 14, 2024, the Special Committee instructed HireRight’s management to prepare revised projections for HireRight based on certain adjustments to the Preliminary Projections provided to HireRight’s management by the Special Committee, including to reflect assumptions that were, in the view of the Special Committee, more operationally achievable in light of HireRight’s historical performance. In January 2024, at the direction of the Special Committee, HireRight’s management revised the Preliminary Projections to reflect (a) a more challenging macroeconomic environment, (b) more modest revenue growth assumptions and (c) more conservative gross margin and EBITDA margin expansion assumptions. Specifically, the following key assumptions were made in developing the Revised Projections:

The following table summarizes the Revised Projections that were prepared by HireRight’s management to reflect the foregoing modified assumptions and first reviewed by the Special Committee together with representatives of Centerview on January 24, 2024.

The inclusion of the Projections in this proxy statement are not a guarantee of performance and should not be regarded as an indication that HireRight or any of its affiliates, advisors, officers, directors or representatives (including the Special Committee and Centerview) considered or considers the Projections to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and the projections should not be relied upon as such. Neither HireRight nor any of its respective affiliates, advisors, officers, directors or representatives (including the Special Committee and Centerview) has made or makes any representation to any of HireRight’s stockholders or any other person regarding the ultimate performance of HireRight compared to the information contained in the Projections (or to the effect that the future financial and operating performance set forth therein will be achieved) or can give any assurance that actual results will not differ materially from the Projections, and none of them, except as required by law, undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. HireRight does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law. The inclusion of the Projections should not be deemed an admission or representation by HireRight, its affiliates or any of their respective advisors or representatives or any other person that it is viewed as material information of HireRight, particularly in light of the inherent risks and uncertainties associated with such financial forecasts.

The Projections include certain non-GAAP financial measures. Financial measures such as adjusted EBITDA are non-GAAP financial measures. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by HireRight may not be comparable to similarly titled amounts 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, HireRight’s non-GAAP financial measures should be considered together with, and not as an alternative to, HireRight’s financial results prepared in accordance with GAAP. SEC rules requiring a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to a board of directors or a

financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Special Committee, Centerview or the HireRight Board in connection with their respective evaluations of the Merger. Accordingly, HireRight has not provided a reconciliation of the non-GAAP financial measures included in the Projections to the relevant GAAP financial measures.

HireRight has reported, and may continue to report, results of operations for periods included in the Projections that were or will be completed following the preparation of the Projections. The Projections are not representations or guidance and should be evaluated in conjunction with HireRight’s historical financial statements and other information regarding HireRight contained in HireRight’s public filings with the SEC. The Projections may not be consistent with, or comparable to, HireRight’s historical results as a result of the assumptions utilized in preparing such information; please refer to HireRight’s periodic filings with the SEC for information on HireRight’s actual historical results.

The Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to HireRight’s business, all of which are difficult to predict and many of which are beyond HireRight’s control. As such, the Projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in HireRight’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly and current reports on Form 10-Q and 8-K. Please consider carefully the discussion entitled “Cautionary Statement Concerning Forward-Looking Information” elsewhere in the proxy statement.

For the foregoing reasons, as well as the bases and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that HireRight, the Special Committee, the HireRight Board or their respective affiliates, officers, directors, advisors or other representatives (including Centerview) considered, or now consider, the Projections to be an accurate prediction of future events or results, and the projections and forecasts should not be relied on as such an indication. There can be no assurance that the projected results will be realized or that actual results will not be materially lower or higher than estimated, whether or not the Merger is completed.

In considering the recommendations of the Special Committee of the HireRight Board with respect to the Merger, HireRight’s stockholders should be aware that HireRight’s executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of HireRight’s stockholders generally. The Special Committee, consisting entirely of independent directors, and the HireRight Board were aware of these interests and considered them, among other matters, in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and in making their recommendations. These interests are described below.

For our executive officers and directors, at the Effective Time, their HireRight equity compensation awards will be treated as follows:

For additional details regarding the treatment of Company RSUs, Company PRSUs and Company Options, see the section of this proxy statement captioned “Special Factors—Certain Effects of the Merger—Treatment of Equity Compensation Awards and Company ESPP.”

To the extent that any officer or director holds shares, they will receive the Merger Consideration in respect of such shares in the same manner as all other stockholders.

Prior to the Effective Time, HireRight will take all actions necessary to (a) provide that no new individuals will be permitted to enroll in the Company ESPP on or following February 15, 2024; (b) make any adjustments that may be necessary or advisable to reflect that the offering period that is in effect on February 15, 2024 (the “Current Offering Period”) will be shortened if required but otherwise treat the Current Offering Period as a fully effective and completed offering period for all purposes pursuant to the Company ESPP; (c) not allow any increase in the amount of participants’ payroll deduction elections under the Company ESPP during the Current Offering Period from those in effect on February 15, 2024; (d) cause the exercise (as of no later than one Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP, but otherwise not issue any shares of Company Common Stock under the Company ESPP; (e) provide that no further offering period will commence pursuant to the Company ESPP on or after February 15, 2024; and (f) not extend the Current Offering Period. If purchase rights are exercised under the Company ESPP pursuant to the clause (d) as described above prior to the Closing Date, on such exercise date, HireRight will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), HireRight will terminate the Company ESPP and no further rights will be granted or exercised under the Company ESPP thereafter.

Pursuant to the terms of the Employment Agreement by and between HireRight and Mr. Abramo, dated as of October 28, 2021 (the “Abramo Agreement”), upon a termination of employment by the Company without “cause” or a resignation for “good reason” (each, as defined in the Abramo Agreement), Mr. Abramo is entitled to severance as described herein. Other than Mr. Abramo, all of our other executive officers (including Mr. Spaeth, one of our named executive officers, but, at this time, not Messrs. Spears or Mullins, as described below) are participants in the HireRight Holdings Corporation U.S. Executive Severance Plan (the “Severance Plan”), which provides that, if the applicable executive officer experiences a termination of employment by the Company without “cause” or resigns for “good reason” (each, as defined in the applicable executive officer’s employment agreement or, if none, as defined in the Severance Plan), such executive officer is entitled to

severance as described herein. For purposes of the Abramo Agreement and the Severance Plan, the Merger will constitute a change in control. Conal Thompson, HireRight’s former Chief Technology Officer, ceased to be an employee of HireRight as of September 8, 2023, and thus is not entitled to any severance in connection with the Merger.

Under the Abramo Agreement, if Mr. Abramo experiences a termination of employment by the Company without “cause” or resigns for “good reason” during the three months prior to or 18 months following the Effective Time, subject to his execution and non-revocation of a release of claims in favor of HireRight, Mr. Abramo is entitled to: