X0206 3 2021-07-28 0 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0001216495 VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665190 Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665262 Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665225 VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001750226 Severin Topco, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001786024 Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001786074 VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001689919 VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001569532 VISTA EQUITY PARTNERS MANAGEMENT, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001216497 SMITH ROBERT F C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 Class A Common Stock 36271801 I See footnotes Class B Common Stock 39928472 I See footnote Common Units Class A Common Stock 39928472 I See footnote Reflects 27,723,904, 8,335,356, 101,430 and 111,111 shares of the Class A common stock, par value $0.0001, of the Issuer (the "Class A Shares") held directly by Visa Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), Vista Equity Partners Fund VI, L.P. ("VEPF VI") and VEPF VI FAF L.P ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds") and Severin Topco, LLC ("Topco LLC"), respectively. Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Fund VI GP is the sole general partner of VEPF VI-A. Fund VI GP's sole general partner is Fund VI UGP. Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. The Management Company is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group and the Management Company's sole limited partner is VEPM. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. (Continued from footnote 1) Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"), and the Management Company's sole limited partner is Vista Equity Partners Management, LLC ("VEPM"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds and Topco LLC. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest. Shares of Class B common stock, par value $0.0001, of the Issuer (the "Class B Shares") confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units of Holdings LLC that are held by the reporting persons and reported in Table II hereof, an equal number of the Class B Shares will be delivered to the Issuer and cancelled for no consideration. Reflects Class B Shares held directly by Topco LLC. Pursuant to the Exchange Agreement dated July 27, 2021, by and among the Issuer, Holdings LLC and Topco LLC (the "Exchange Agreement"), the Common Units (together with one Class B Share for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire. Reflects Common Units owned directly by Topco LLC. Exhibit 24 - Power of Attorney /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 2021-07-28 /s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. 2021-07-28 /s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC 2021-07-28 /s/ Robert F. Smith 2021-07-28 /s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC 2021-07-28