SAVE BLACKLINE

BlackLine’s Board has reportedly rejected a premium acquisition offer from SAP.

Considering the Company’s prolonged underperformance and inability to generate stockholder value as an independent public company, the Board’s apparent inaction and outright rejection of a credible acquisition proposal without further engagement are a clear dereliction of its fiduciary duty.

Compounding these failures, BlackLine's stated intention to reduce the size of the Board at the upcoming Annual Meeting appears to be an entrenchment maneuver designed to reduce accountability and limit stockholders’ ability to elect new, independent directors.

The Company has been unable to generate sustainable value in the public markets, as evidenced by its drastic underperformance versus relevant software indices over all relevant time periods:

Total Stockholder Return Over 1

1-Year

3-Years

5-Years

BlackLine

(8%)

0%

(47%)

IGV Software Index

26%

122%

77%

S&P Software & Services Select Industry Index

22%

86%

61%

BlackLine relative to IGV SW Index

(35%)

(122%)

(124%)

BlackLine relative to S&P SW & Services Index

(31%)

(86%)

(108%)

1 FactSet as of 10/24/2025, one trading day prior to the most recent acquisition rumors.

LOOKING AHEAD

As one of the Company's largest stockholders, Engaged Capital continues to believe BlackLine is a highly valuable and strategic asset – but unlocking that value requires objective oversight and real accountability.

That is why Engaged Capital intends to nominate a slate of highly qualified director candidates to BlackLine's Board at the next Annual Meeting who are committed to representing stockholders' best interests.

If the Board remains unwilling to fulfill its fiduciary responsibility, we believe a proxy contest may be the only viable path to correcting these governance failures and maximizing value for all stockholders.

OUR NOMINEES
Investor Contact

Engaged Capital
info@engagedcapital.com

Media Contact

Longacre Square Partners
engagedcapital@longacresquare.com

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