UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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Instructure, Inc.

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EXPLANATORY NOTE

Instructure, Inc. (the “Company”) is filing the investor presentation attached to this Schedule 14A with the Securities and Exchange Commission in connection with the solicitation of proxies for the Company’s special meeting of the holders of its common stock to be held on February 13, 2020 (the “Special Meeting”). From time to time prior to the Special Meeting, the Company may use the attached investor presentation or portions thereof in connection with the solicitation of proxies from the Company’s shareholders.

Investor Presentation January 2020Investor Presentation January 2020

All-cash $47.60 per share Thoma Bravo deal is a compelling price, exhaustively shopped, and materially better than standalone option Market speculation just prior to announcement distorted the view ● Comprehensive review of strategic options, including remaining standalone, Bridge separation, strategic partnerships, PIPE, leveraged recapitalization and acquisitions ● Engaged with 55 parties (20 pre-alternatives announce / 20 more pre-deal announce and 15 more in go-shop), including 29 financial parties and 26 strategic parties Exhaustive price ● None of these 55 parties (other than Thoma Bravo) expressed interest in continuing sale discussions with respect to a sale at a price discovery in excess of $47.60 per share ● Public announcement of process coupled with go-shop enabled any and all interested parties to compete ● $47.60 price represented Thoma Bravo’s best and final offer after Thoma Bravo increased its offer multiple times 1 2 ● 6.8x EV-to-NTM revenue – EDU only (4th highest multiple in a SaaS take privates; median multiple of 5.3x ) o 6.2x EV/NTM revenue – WholeCo Compelling valuation 3 achieved ● 27% and 12% premiums to the midpoints of the ranges for the discounted cash flow analysis for the 35% and 40% long-term EBITDA margin cases, respectively 4 ● 18% premium to the 3-month VWAP and 12% premium to the unaffected price prior to Q3 earnings (Bridge strategic review) Significant premia to ● 28% premium to stock price after Q1 / Q2 earnings had been absorbed by the market, but before public activist campaign began relevant market prices ● Stock price and volume was affected starting in late September, driven by activist agitation and share accumulation, culminating with Deal speculation Bloomberg reports of a potential sale on November 13 disrupted ● Prices rose well above “natural” levels of prior year (including spikes related to activist announcements) announcement 1 2 Excludes Corporate revenue as Board determined appropriate to assign no value to the business given uncertainties related to expected operating losses as well as the timing and cost (or proceeds) of separation; Transactions include 3 acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value in the last five years; Value of $37.50 represents the midpoint of the DCF value range of $30.50 to $44.50 for 4 the 35% Long-Term EBITDA Margin Case; value of $42.50 represents the midpoint of the DCF value range of $34.25 to $50.75 for the 40% Long-Term EBITDA Margin Case; Closing price on 10/28/19 prior to announcing Q3 earnings and the Bridge strategic review after market close 1All-cash $47.60 per share Thoma Bravo deal is a compelling price, exhaustively shopped, and materially better than standalone option Market speculation just prior to announcement distorted the view ● Comprehensive review of strategic options, including remaining standalone, Bridge separation, strategic partnerships, PIPE, leveraged recapitalization and acquisitions ● Engaged with 55 parties (20 pre-alternatives announce / 20 more pre-deal announce and 15 more in go-shop), including 29 financial parties and 26 strategic parties Exhaustive price ● None of these 55 parties (other than Thoma Bravo) expressed interest in continuing sale discussions with respect to a sale at a price discovery in excess of $47.60 per share ● Public announcement of process coupled with go-shop enabled any and all interested parties to compete ● $47.60 price represented Thoma Bravo’s best and final offer after Thoma Bravo increased its offer multiple times 1 2 ● 6.8x EV-to-NTM revenue – EDU only (4th highest multiple in a SaaS take privates; median multiple of 5.3x ) o 6.2x EV/NTM revenue – WholeCo Compelling valuation 3 achieved ● 27% and 12% premiums to the midpoints of the ranges for the discounted cash flow analysis for the 35% and 40% long-term EBITDA margin cases, respectively 4 ● 18% premium to the 3-month VWAP and 12% premium to the unaffected price prior to Q3 earnings (Bridge strategic review) Significant premia to ● 28% premium to stock price after Q1 / Q2 earnings had been absorbed by the market, but before public activist campaign began relevant market prices ● Stock price and volume was affected starting in late September, driven by activist agitation and share accumulation, culminating with Deal speculation Bloomberg reports of a potential sale on November 13 disrupted ● Prices rose well above “natural” levels of prior year (including spikes related to activist announcements) announcement 1 2 Excludes Corporate revenue as Board determined appropriate to assign no value to the business given uncertainties related to expected operating losses as well as the timing and cost (or proceeds) of separation; Transactions include 3 acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value in the last five years; Value of $37.50 represents the midpoint of the DCF value range of $30.50 to $44.50 for 4 the 35% Long-Term EBITDA Margin Case; value of $42.50 represents the midpoint of the DCF value range of $34.25 to $50.75 for the 40% Long-Term EBITDA Margin Case; Closing price on 10/28/19 prior to announcing Q3 earnings and the Bridge strategic review after market close 1

A year long, conflict-free process with 55 parties Thoughtful, Comprehensive Strategic Process “We have read lots of interesting merger background • Led by directors with significant deal experience materials... We have never seen such an exhaustive list • Board engaged with any parties interested in a transaction of financial sponsors and potential strategic acquirers • Engaged with 55 parties (29 financials, 26 strategics) involved in an M&A scenario.” • 23 NDAs (including 2 with go-shop parties), 4 preliminary proposals in stage 3 – SunTrust Robinson Humphrey, December 26, 2019• Share price affected during process by activists and press rumors • Board approved highest offer as superior to all options including standalone $55 $50 Thoma Bravo deal price: $47.60 $45 Transaction Process Becomes announced $40 Public Activist $35 Agitation and 2/19: 4/29: 7/29: Accumulation Q4 earnings – (5%) Q1 earnings – (8%) Q2 earnings – (1%) $30 Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20 Stage 1: Stage 2: Stage 3: Post-signing Initial inbound discussions Focused strategic review go-shop Explore sale Board oversaw initial discussions with financial sponsors Strategic Actions Committee conducted a Engaged with 24 transaction review of the company strategy and options parties, no new Transaction Committee proposals oversaw a robust and exhaustive process Permission to use quotations neither sought nor obtained 2A year long, conflict-free process with 55 parties Thoughtful, Comprehensive Strategic Process “We have read lots of interesting merger background • Led by directors with significant deal experience materials... We have never seen such an exhaustive list • Board engaged with any parties interested in a transaction of financial sponsors and potential strategic acquirers • Engaged with 55 parties (29 financials, 26 strategics) involved in an M&A scenario.” • 23 NDAs (including 2 with go-shop parties), 4 preliminary proposals in stage 3 – SunTrust Robinson Humphrey, December 26, 2019• Share price affected during process by activists and press rumors • Board approved highest offer as superior to all options including standalone $55 $50 Thoma Bravo deal price: $47.60 $45 Transaction Process Becomes announced $40 Public Activist $35 Agitation and 2/19: 4/29: 7/29: Accumulation Q4 earnings – (5%) Q1 earnings – (8%) Q2 earnings – (1%) $30 Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20 Stage 1: Stage 2: Stage 3: Post-signing Initial inbound discussions Focused strategic review go-shop Explore sale Board oversaw initial discussions with financial sponsors Strategic Actions Committee conducted a Engaged with 24 transaction review of the company strategy and options parties, no new Transaction Committee proposals oversaw a robust and exhaustive process Permission to use quotations neither sought nor obtained 2

4th highest revenue multiple paid for a public SaaS company by a private equity acquiror Transaction enterprise value (EV)-to-next twelve months (NTM) revenue multiple 8.6x 7.9x 7.0x 6.8x 6.7x 6.6x 6.2x 6.0x 5.9x Median (excluding Instructure): 5.3x 4.6x 4.6x 4.5x 3.9x 3.4x 2.2x 1.7x Source: Company filings, press releases, Wall Street research Note: Transactions include acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value in the last five years 3 CommerceHub Ultimate Software Apptio Instructure (EDU Only) @ $47.60 MINDBODY Ellie Mae Instructure (WholeCo) @ $47.60 Cvent Marketo Amber road Diligent Xactly Athenahealth LogMeIn Bazaarvoice Jive Software4th highest revenue multiple paid for a public SaaS company by a private equity acquiror Transaction enterprise value (EV)-to-next twelve months (NTM) revenue multiple 8.6x 7.9x 7.0x 6.8x 6.7x 6.6x 6.2x 6.0x 5.9x Median (excluding Instructure): 5.3x 4.6x 4.6x 4.5x 3.9x 3.4x 2.2x 1.7x Source: Company filings, press releases, Wall Street research Note: Transactions include acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value in the last five years 3 CommerceHub Ultimate Software Apptio Instructure (EDU Only) @ $47.60 MINDBODY Ellie Mae Instructure (WholeCo) @ $47.60 Cvent Marketo Amber road Diligent Xactly Athenahealth LogMeIn Bazaarvoice Jive Software

Significant premium to stock price prior to speculation driven by activists and market rumors In thousands (k) $55 5,000 Significant, speculative 1 J $53 increase in volume 4,500 $51 4,000 I Thoma Bravo deal price: $47.60 K $49 3,500 B G $47 3,000 A H $45 2,500 28% premium $43 2,000 F $41 E 1,500 C $39 1,000 D $37 500 $35 0 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 One day stock price change (%) 4/15: Praesidium files 13D 10/16: Praesidium presents view on Instructure at Sohn 11/13: Bloomberg reports rumors of potential sale A E I 4% Conference 3% 3% 4/29: Q1 earnings release 10/28: Q3 earnings release; guidance reduced; strategic 11/14: Strategic alternatives review announced publicly and B F J (8%) alternatives announced for Bridge Jana Partners discloses stake 5% 5% 7/29: Q2 earnings release 10/31: Sachem Head stake disclosed 12/4: Announced sale to Thoma Bravo for $47.60 per share C G K (1%) 5% 9/24: Low point achieved once Q1/Q2 earnings absorbed 11/6/: Praesidium pushes sale publicly D H by market 3% Source: Company filings, Wall Street research, FactSet as of 1/6/2020 1 ~1.5x increase in volume; calculated as 513k (ADTV between 9/24/2019 – 12/4/2019) / 352k (90-day ADTV prior to the first documented purchase by Praesidium on 2/21/2019 per 13D filing on 4/15/2019) 4Significant premium to stock price prior to speculation driven by activists and market rumors In thousands (k) $55 5,000 Significant, speculative 1 J $53 increase in volume 4,500 $51 4,000 I Thoma Bravo deal price: $47.60 K $49 3,500 B G $47 3,000 A H $45 2,500 28% premium $43 2,000 F $41 E 1,500 C $39 1,000 D $37 500 $35 0 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 One day stock price change (%) 4/15: Praesidium files 13D 10/16: Praesidium presents view on Instructure at Sohn 11/13: Bloomberg reports rumors of potential sale A E I 4% Conference 3% 3% 4/29: Q1 earnings release 10/28: Q3 earnings release; guidance reduced; strategic 11/14: Strategic alternatives review announced publicly and B F J (8%) alternatives announced for Bridge Jana Partners discloses stake 5% 5% 7/29: Q2 earnings release 10/31: Sachem Head stake disclosed 12/4: Announced sale to Thoma Bravo for $47.60 per share C G K (1%) 5% 9/24: Low point achieved once Q1/Q2 earnings absorbed 11/6/: Praesidium pushes sale publicly D H by market 3% Source: Company filings, Wall Street research, FactSet as of 1/6/2020 1 ~1.5x increase in volume; calculated as 513k (ADTV between 9/24/2019 – 12/4/2019) / 352k (90-day ADTV prior to the first documented purchase by Praesidium on 2/21/2019 per 13D filing on 4/15/2019) 4

Transaction delivers material premiums to undisturbed stock prices Thoma Bravo deal price: $47.60 Premium: Premium: Premium: 28% 12% 18% $42.44 $40.47 $37.23 1 Low point achieved once Q1/Q2 earnings Closing price prior to unaffected price 3-month VWAP prior to unaffected price absorbed by market 1 Closing price on 10/28/19 prior to announcing Q3 earnings and the Bridge strategic review after market close 5Transaction delivers material premiums to undisturbed stock prices Thoma Bravo deal price: $47.60 Premium: Premium: Premium: 28% 12% 18% $42.44 $40.47 $37.23 1 Low point achieved once Q1/Q2 earnings Closing price prior to unaffected price 3-month VWAP prior to unaffected price absorbed by market 1 Closing price on 10/28/19 prior to announcing Q3 earnings and the Bridge strategic review after market close 5

Slowing growth constrains standalone intrinsic value despite forecast EBITDA improvement Thoma Bravo deal price: $47.60 Key Observations Premium: Premium: ● Rapid deceleration of growth from 2017 to 2019 with no recovery in out years A 27% 12% ● EBITDA margins relatively flat 2019-2020 B ● EBITDA margin expansion forecast in out years speculative C $394 $358 $320 $279 $238 $195 $42.50 $154 $37.50 ($mm) 2017A 2018A 2019E 2020E 2021E 2022E 2023E 1 Revenue growth 40% 27% 16% 17% 15% 12% 10% A 4 Adjusted EBITDA 19 19 62 81 106 Midpoint of DCF Midpoint of DCF (35% LT EBITDA margin case) (40% LT EBITDA margin case) % margin 8% 7% 19% 23% 27% B C Source: Company filings, Management Projections Note: Please refer to the Company's proxy statements on file with the SEC for more information on financial projections and risks considered by the Company's Board of Directors 1 Denotes organic growth 2 Value of $37.50 represents the midpoint of the DCF value range of $30.50 to $44.50 for the 35% Long-Term EBITDA Margin Case 3 Value of $42.50 represents the midpoint of the DCF value range of $34.25 to $50.75 for the 40% Long-Term EBITDA Margin Case 4 Adjusted EBITDA is a non-GAAP financial measure and is earnings before interest, tax, depreciation and amortization and excludes stock-based compensation expense 6Slowing growth constrains standalone intrinsic value despite forecast EBITDA improvement Thoma Bravo deal price: $47.60 Key Observations Premium: Premium: ● Rapid deceleration of growth from 2017 to 2019 with no recovery in out years A 27% 12% ● EBITDA margins relatively flat 2019-2020 B ● EBITDA margin expansion forecast in out years speculative C $394 $358 $320 $279 $238 $195 $42.50 $154 $37.50 ($mm) 2017A 2018A 2019E 2020E 2021E 2022E 2023E 1 Revenue growth 40% 27% 16% 17% 15% 12% 10% A 4 Adjusted EBITDA 19 19 62 81 106 Midpoint of DCF Midpoint of DCF (35% LT EBITDA margin case) (40% LT EBITDA margin case) % margin 8% 7% 19% 23% 27% B C Source: Company filings, Management Projections Note: Please refer to the Company's proxy statements on file with the SEC for more information on financial projections and risks considered by the Company's Board of Directors 1 Denotes organic growth 2 Value of $37.50 represents the midpoint of the DCF value range of $30.50 to $44.50 for the 35% Long-Term EBITDA Margin Case 3 Value of $42.50 represents the midpoint of the DCF value range of $34.25 to $50.75 for the 40% Long-Term EBITDA Margin Case 4 Adjusted EBITDA is a non-GAAP financial measure and is earnings before interest, tax, depreciation and amortization and excludes stock-based compensation expense 6

Analyst response validates comprehensiveness of process and fairness of offer price “We have read lots of interesting merger background materials as part of proxy reviews related to M&A transactions. We have never seen such an exhaustive list of financial sponsors and potential strategic acquirers involved in an M&A scenario. Instructure reported to have engaged with 40 parties during the strategic transaction process.” SunTrust 12/26/2019 “We view the proxy as further evidence that a number of potential suitors have looked at INST, and we see the $47.60 as a fair offer.” Raymond James, 12/23/2019 “We believe the deal price is more aligned with our own view of the asset’s value given a small and price-commoditized core market.” Macquarie 12/4/2019 “In our view, Bridge is significantly less mature than Instructure’s educational offering, which results in minimal synergies across its product portfolio. As such, we believe this transaction makes sense” Berenberg 12/4/2019 Source: Wall Street Research Permission to use quotations neither sought nor obtained 7Analyst response validates comprehensiveness of process and fairness of offer price “We have read lots of interesting merger background materials as part of proxy reviews related to M&A transactions. We have never seen such an exhaustive list of financial sponsors and potential strategic acquirers involved in an M&A scenario. Instructure reported to have engaged with 40 parties during the strategic transaction process.” SunTrust 12/26/2019 “We view the proxy as further evidence that a number of potential suitors have looked at INST, and we see the $47.60 as a fair offer.” Raymond James, 12/23/2019 “We believe the deal price is more aligned with our own view of the asset’s value given a small and price-commoditized core market.” Macquarie 12/4/2019 “In our view, Bridge is significantly less mature than Instructure’s educational offering, which results in minimal synergies across its product portfolio. As such, we believe this transaction makes sense” Berenberg 12/4/2019 Source: Wall Street Research Permission to use quotations neither sought nor obtained 7

Analysts’ estimates recognize Instructure’s challenging operating environment Consensus Estimates Key Observations Revenue growth Operating margin 2020E 2021E 2020E 2021E • Reduced growth and profitability expectations highlight 1 In Jan 2019 23.6% 20.1% (3.9%) 0.5% challenges facing the business • Median EV/CY20E sales multiples for sub 20% software In Dec 2019 17.7% 15.5% (5.2%) (1.2%) growers are 5.4x (SunTrust, 2/14/2020) (590)bps (460)bps (130)bps (170)bps Canvas Bridge “We suspect that the future standalone growth profile for Canvas has “First-quarter results were relatively in line, but did little to convince us that likely slowed more than consensus would imply, a dynamic that we don't Bridge over the longer term is the right bet for Instructure to be making, think is fully appreciated by the street.” and we have been somewhat surprised by the pace of deceleration in the Canvas business.” Brian Peterson, Raymond James 10/29/2019 Justin Furby, William Blair 4/30/2019 “We believe there is a heightened level of uncertainty for Instructure heading “Bridge penetration of the enterprise market is more costly and into 2020 as the Canvas market appears to be mature.” competitive than expected, leading to lower growth and profitability.” Ryan MacDonald, Needham Brian Essex, Morgan Stanley 10/29/2019 4/30/2019 Source: Wall Street Research, FactSet Note: Wall Street estimates include both Education and Corporate businesses Permission to use quotations neither sought nor obtained 1 Revenue estimates in 2021E provided after Q4’19 earnings 8Analysts’ estimates recognize Instructure’s challenging operating environment Consensus Estimates Key Observations Revenue growth Operating margin 2020E 2021E 2020E 2021E • Reduced growth and profitability expectations highlight 1 In Jan 2019 23.6% 20.1% (3.9%) 0.5% challenges facing the business • Median EV/CY20E sales multiples for sub 20% software In Dec 2019 17.7% 15.5% (5.2%) (1.2%) growers are 5.4x (SunTrust, 2/14/2020) (590)bps (460)bps (130)bps (170)bps Canvas Bridge “We suspect that the future standalone growth profile for Canvas has “First-quarter results were relatively in line, but did little to convince us that likely slowed more than consensus would imply, a dynamic that we don't Bridge over the longer term is the right bet for Instructure to be making, think is fully appreciated by the street.” and we have been somewhat surprised by the pace of deceleration in the Canvas business.” Brian Peterson, Raymond James 10/29/2019 Justin Furby, William Blair 4/30/2019 “We believe there is a heightened level of uncertainty for Instructure heading “Bridge penetration of the enterprise market is more costly and into 2020 as the Canvas market appears to be mature.” competitive than expected, leading to lower growth and profitability.” Ryan MacDonald, Needham Brian Essex, Morgan Stanley 10/29/2019 4/30/2019 Source: Wall Street Research, FactSet Note: Wall Street estimates include both Education and Corporate businesses Permission to use quotations neither sought nor obtained 1 Revenue estimates in 2021E provided after Q4’19 earnings 8

Recent quarterly results have exposed the risks to the standalone plan Q4-18 Q1-19 Q2-19 Q3-19 T+1 stock price reaction (5%) (8%) (1%) 6% Rev. growth (Qtr. guide vs. consensus) (5%) 1% (0%) (3%) Revenue growth (change vs. pre-announce) : 2020 consensus 22% / (2%) 21% / (0%) 21% / (1%) 18% / (3%) 2021 consensus 20% / N/A 17% / (3%) 18% / (2%) 16% / (2%) Analyst commentary “New business suggest our “Billings growth decelerated to “INST reported a mixed quarter, “That said, weakness in concerns around market +18% y/y on a TTM basis vs. 22% with results that were relatively in- international/Bridge caused a saturation in higher ed. are playing last quarter, a sign that growth line with consensus, but also modest reduction in the 2019 out as we feared.” within the overall domestic LMS marked by continued outlook, and the noticeable market remains sluggish” deceleration” deceleration on organic TTM Macquarie 2/20/2019 billings (+12% y/y) paints a much Morgan Stanley 4/30/2019 D.A. Davidson more cautious picture on future 7/30/2019 growth prospects.” Raymond James 10/29/2019 Two consecutive quarters of “The co. is executing on its pivot to “We suspect that slowing higher- “Given lack of medium-term falling short of the billings and employee development / learning, ed deal activity (mainly profitability and cash generation, deferred revenue consensus, but this is an uphill climb in a domestically) isn't full reflected in Instructure could find incremental suggests mixed business trends.” competitive market in our view, 2020 consensus” investments into international with the core Education market salesforce and product to be too Oppenheimer 2/20/2019 Raymond James 7/29/2019 more penetrate” onerous” Macquarie 4/30/2019 Citi 10/29/19 Permission to use quotations neither sought nor obtained 9Recent quarterly results have exposed the risks to the standalone plan Q4-18 Q1-19 Q2-19 Q3-19 T+1 stock price reaction (5%) (8%) (1%) 6% Rev. growth (Qtr. guide vs. consensus) (5%) 1% (0%) (3%) Revenue growth (change vs. pre-announce) : 2020 consensus 22% / (2%) 21% / (0%) 21% / (1%) 18% / (3%) 2021 consensus 20% / N/A 17% / (3%) 18% / (2%) 16% / (2%) Analyst commentary “New business suggest our “Billings growth decelerated to “INST reported a mixed quarter, “That said, weakness in concerns around market +18% y/y on a TTM basis vs. 22% with results that were relatively in- international/Bridge caused a saturation in higher ed. are playing last quarter, a sign that growth line with consensus, but also modest reduction in the 2019 out as we feared.” within the overall domestic LMS marked by continued outlook, and the noticeable market remains sluggish” deceleration” deceleration on organic TTM Macquarie 2/20/2019 billings (+12% y/y) paints a much Morgan Stanley 4/30/2019 D.A. Davidson more cautious picture on future 7/30/2019 growth prospects.” Raymond James 10/29/2019 Two consecutive quarters of “The co. is executing on its pivot to “We suspect that slowing higher- “Given lack of medium-term falling short of the billings and employee development / learning, ed deal activity (mainly profitability and cash generation, deferred revenue consensus, but this is an uphill climb in a domestically) isn't full reflected in Instructure could find incremental suggests mixed business trends.” competitive market in our view, 2020 consensus” investments into international with the core Education market salesforce and product to be too Oppenheimer 2/20/2019 Raymond James 7/29/2019 more penetrate” onerous” Macquarie 4/30/2019 Citi 10/29/19 Permission to use quotations neither sought nor obtained 9

Our standalone alternative faces serious headwinds Rapid deceleration of revenue growth underscores the standalone risk about which we had been warning the market…. “We expect our revenue growth rates to slow in future periods 1 Revenue growth (Education only) due to a number of reasons, which may include the maturation of our business, slowing demand for our platform and applications, increasing competition, a decrease in the 70% growth of our overall markets...” 65% – Instructure 2019 Annual Report Those who know us best agreed: 51% YoY Q4’19 organic revenue 2 “We believe there is a heightened level of uncertainty for Instructure growth of 14% heading into 2020 as the Canvas market appears to be mature.” 40% – Needham, 10/29/2019 “We suspect that the future standalone growth profile for Canvas has 27% likely slowed more than consensus would imply, a dynamic that we don't think is fully appreciated by the street.” 17% – Raymond James, 10/29/2019 16% 15% 12% 10% “First-quarter results were relatively in line, but did little to convince us that Bridge over the longer term is the right bet for Instructure to be making, and we have been somewhat surprised by the pace of deceleration in the Canvas business.” – William Blair, 4/30/2019 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 1 2 Denotes organic growth; Organic revenue is equal to Education only revenue less acquisition revenue from MasteryConnect and Portfolium Permission to use quotations neither sought nor obtained 10Our standalone alternative faces serious headwinds Rapid deceleration of revenue growth underscores the standalone risk about which we had been warning the market…. “We expect our revenue growth rates to slow in future periods 1 Revenue growth (Education only) due to a number of reasons, which may include the maturation of our business, slowing demand for our platform and applications, increasing competition, a decrease in the 70% growth of our overall markets...” 65% – Instructure 2019 Annual Report Those who know us best agreed: 51% YoY Q4’19 organic revenue 2 “We believe there is a heightened level of uncertainty for Instructure growth of 14% heading into 2020 as the Canvas market appears to be mature.” 40% – Needham, 10/29/2019 “We suspect that the future standalone growth profile for Canvas has 27% likely slowed more than consensus would imply, a dynamic that we don't think is fully appreciated by the street.” 17% – Raymond James, 10/29/2019 16% 15% 12% 10% “First-quarter results were relatively in line, but did little to convince us that Bridge over the longer term is the right bet for Instructure to be making, and we have been somewhat surprised by the pace of deceleration in the Canvas business.” – William Blair, 4/30/2019 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 1 2 Denotes organic growth; Organic revenue is equal to Education only revenue less acquisition revenue from MasteryConnect and Portfolium Permission to use quotations neither sought nor obtained 10

The Board ran a thoughtful, exhaustive and deliberate process that thoroughly tested buyer interest Transaction Announced 12/4/19 5/13/19 2/12/19 2/4/19 12/24/18 11/12/18 11/11/18 3/6/18 11/27/17 5/30/17 5/1/17 5/31/16 4/18/16 2/14/16 Transaction value $2.0 $0.5 $3.7 $10.9 $1.9 $5.7 $1.9 $1.1 $0.5 $0.6 $0.5 $1.8 $1.6 $0.6 ($bn) Total contacted 55 34 23 53 65 17 23 11 9 5 27 2 1 1 22 50 19 (sponsors/strategics) (29/26) (16/18) (12/11) (30/23) (33/32) (8/9) (9/14) (2/9) (3/6) (2/3) (20/7) Pre / Post announcement 40/15 22/0 12/22 1/22 15/38 65/0 12/38 17/0 23/0 11/0 19/0 9/0 5/0 27/0 contacted NDAs signed 23 7 11 4 19 31 8 7 12 8 4 5 - 20 Total preliminary 4 5 4 1 1 11 3 3 3 1 3 2 2 6 proposals Total final bids 2 2 3 1 1 3 1 1 1 1 2 2 3 2 Publicly announced ûüûûûûûüûû üûûû strategic alternatives Go-shop üûüüüûüûûûûûûû • 2nd most exhaustive process measured by parties contacted and NDAs signed, with ~2x the average parties contacted pre-transaction announcement • Only transaction where the strategic review was publicly announced and the board was able to negotiate a go-shop Note: Transactions include acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value for the past five years 1 3 Not broken out in proxy filing; Metrics represents an average of the remaining acquisitions of public Software-as-a-Service companies by a private equity acquiror with transaction value less than $500 million 11The Board ran a thoughtful, exhaustive and deliberate process that thoroughly tested buyer interest Transaction Announced 12/4/19 5/13/19 2/12/19 2/4/19 12/24/18 11/12/18 11/11/18 3/6/18 11/27/17 5/30/17 5/1/17 5/31/16 4/18/16 2/14/16 Transaction value $2.0 $0.5 $3.7 $10.9 $1.9 $5.7 $1.9 $1.1 $0.5 $0.6 $0.5 $1.8 $1.6 $0.6 ($bn) Total contacted 55 34 23 53 65 17 23 11 9 5 27 2 1 1 22 50 19 (sponsors/strategics) (29/26) (16/18) (12/11) (30/23) (33/32) (8/9) (9/14) (2/9) (3/6) (2/3) (20/7) Pre / Post announcement 40/15 22/0 12/22 1/22 15/38 65/0 12/38 17/0 23/0 11/0 19/0 9/0 5/0 27/0 contacted NDAs signed 23 7 11 4 19 31 8 7 12 8 4 5 - 20 Total preliminary 4 5 4 1 1 11 3 3 3 1 3 2 2 6 proposals Total final bids 2 2 3 1 1 3 1 1 1 1 2 2 3 2 Publicly announced ûüûûûûûüûû üûûû strategic alternatives Go-shop üûüüüûüûûûûûûû • 2nd most exhaustive process measured by parties contacted and NDAs signed, with ~2x the average parties contacted pre-transaction announcement • Only transaction where the strategic review was publicly announced and the board was able to negotiate a go-shop Note: Transactions include acquisitions of public Software-as-a-Service companies by a private equity acquiror with greater than $250 million transaction value for the past five years 1 3 Not broken out in proxy filing; Metrics represents an average of the remaining acquisitions of public Software-as-a-Service companies by a private equity acquiror with transaction value less than $500 million 11

A year long, conflict-free process with 55 parties Thoughtful, Comprehensive Strategic Process “We have read lots of interesting merger background • Led by directors with significant deal experience materials... We have never seen such an exhaustive list • Board engaged with any parties interested in a transaction of financial sponsors and potential strategic acquirers • Engaged with 55 parties (29 financials, 26 strategics) involved in an M&A scenario.” • 23 NDAs (including 2 with go-shop parties), 4 preliminary proposals in stage 3 – SunTrust Robinson Humphrey, December 26, 2019• Share price affected during process by activists and press rumors • Board approved highest offer as superior to all options including standalone $55 $50 Thoma Bravo deal price: $47.60 $45 Transaction Process Becomes announced $40 Public Activist $35 Agitation and 2/19: 4/29: 7/29: Accumulation Q4 earnings – (5%) Q1 earnings – (8%) Q2 earnings – (1%) $30 Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20 Stage 1: Stage 2: Stage 3: Post-signing Initial inbound discussions Focused strategic review go-shop Explore sale Board oversaw initial discussions with financial sponsors Strategic Actions Committee conducted a Engaged with 24 transaction review of the company strategy and options parties, no new Transaction Committee proposals oversaw a robust and exhaustive process Permission to use quotations neither sought nor obtained 12A year long, conflict-free process with 55 parties Thoughtful, Comprehensive Strategic Process “We have read lots of interesting merger background • Led by directors with significant deal experience materials... We have never seen such an exhaustive list • Board engaged with any parties interested in a transaction of financial sponsors and potential strategic acquirers • Engaged with 55 parties (29 financials, 26 strategics) involved in an M&A scenario.” • 23 NDAs (including 2 with go-shop parties), 4 preliminary proposals in stage 3 – SunTrust Robinson Humphrey, December 26, 2019• Share price affected during process by activists and press rumors • Board approved highest offer as superior to all options including standalone $55 $50 Thoma Bravo deal price: $47.60 $45 Transaction Process Becomes announced $40 Public Activist $35 Agitation and 2/19: 4/29: 7/29: Accumulation Q4 earnings – (5%) Q1 earnings – (8%) Q2 earnings – (1%) $30 Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20 Stage 1: Stage 2: Stage 3: Post-signing Initial inbound discussions Focused strategic review go-shop Explore sale Board oversaw initial discussions with financial sponsors Strategic Actions Committee conducted a Engaged with 24 transaction review of the company strategy and options parties, no new Transaction Committee proposals oversaw a robust and exhaustive process Permission to use quotations neither sought nor obtained 12

Stage 1 (Initial inbound discussions) – Board oversaw initial discussions with financial sponsors ● Received inbound interest from 3 financial sponsors including a “preliminary proposal” from one party in January 2019 ● Board evaluated the preliminary proposal, with assistance from external advisors, and determined it was not attractive at the time after party reduced its offer ● The Board directed management to continue to have discussions with any and all parties that expressed interest and appointed Lead Independent Director Lloyd (Buzz) Waterhouse to proactively engage with shareholders on the Company’s strategic direction ● From April to June 2019, an additional 3 financial sponsors expressed interest and entered into NDAs ● Management engaged with all 6 financial sponsors during June and July (6 financial sponsors total signed NDAs during stage 1), leading the Board to decide to review the company strategy and options 13Stage 1 (Initial inbound discussions) – Board oversaw initial discussions with financial sponsors ● Received inbound interest from 3 financial sponsors including a “preliminary proposal” from one party in January 2019 ● Board evaluated the preliminary proposal, with assistance from external advisors, and determined it was not attractive at the time after party reduced its offer ● The Board directed management to continue to have discussions with any and all parties that expressed interest and appointed Lead Independent Director Lloyd (Buzz) Waterhouse to proactively engage with shareholders on the Company’s strategic direction ● From April to June 2019, an additional 3 financial sponsors expressed interest and entered into NDAs ● Management engaged with all 6 financial sponsors during June and July (6 financial sponsors total signed NDAs during stage 1), leading the Board to decide to review the company strategy and options 13

Stage 2 (Focused strategic review) – Strategic Actions Committee conducted a review of the company strategy and options ● Mandate: evaluate strategic business decisions for the Company including capital raises, cost reductions, divestures, and M&A Standalone Alternatives Buzz Waterhouse Lead Independent Director û Uncertainty around marketability of Bridge and ● Separation or shutdown of Bridge Extensive industry knowledge. potential for substantial shutdown cost Former CEO of McGraw-Hill û Timing of separation/shutdown given ongoing Education, Harcourt Education, and operating losses Reynolds and Reynolds Co. ● Focus on restructured Education business û Substantial execution risks given business trends, material cost cutting required and significant capital Kevin Thompson investment needed Independent Director ● Strategic partnerships û Limited value accretive opportunities identified Significant transaction experience ● Leveraged recapitalization û Limited debt capacity and value arbitrage opportunity including Trusted Metrics, VividCortex, Samanage, LOGICnow, û Dilutive to shareholders and no actionable use of ● Private investment of debt / equity and Loggly Inc. Currently CEO of securities (“PIPE”) proceeds SolarWinds. ● Tuck-in acquisitionsû Limited universe of accretive opportunities Dan Goldsmith Director and CEO û Substantial execution risk, limited options, and Integral in developing Instructure’s ● Transformational acquisitions capital constraints strategy. Former senior executive at Veeva, û Other parties, including financial sponsors, have bid IBM, PwC, and Accenture up valuations in the sector At the conclusion of the review of the company strategy and options, the Board concluded to explore a potential sale of the Company 14Stage 2 (Focused strategic review) – Strategic Actions Committee conducted a review of the company strategy and options ● Mandate: evaluate strategic business decisions for the Company including capital raises, cost reductions, divestures, and M&A Standalone Alternatives Buzz Waterhouse Lead Independent Director û Uncertainty around marketability of Bridge and ● Separation or shutdown of Bridge Extensive industry knowledge. potential for substantial shutdown cost Former CEO of McGraw-Hill û Timing of separation/shutdown given ongoing Education, Harcourt Education, and operating losses Reynolds and Reynolds Co. ● Focus on restructured Education business û Substantial execution risks given business trends, material cost cutting required and significant capital Kevin Thompson investment needed Independent Director ● Strategic partnerships û Limited value accretive opportunities identified Significant transaction experience ● Leveraged recapitalization û Limited debt capacity and value arbitrage opportunity including Trusted Metrics, VividCortex, Samanage, LOGICnow, û Dilutive to shareholders and no actionable use of ● Private investment of debt / equity and Loggly Inc. Currently CEO of securities (“PIPE”) proceeds SolarWinds. ● Tuck-in acquisitionsû Limited universe of accretive opportunities Dan Goldsmith Director and CEO û Substantial execution risk, limited options, and Integral in developing Instructure’s ● Transformational acquisitions capital constraints strategy. Former senior executive at Veeva, û Other parties, including financial sponsors, have bid IBM, PwC, and Accenture up valuations in the sector At the conclusion of the review of the company strategy and options, the Board concluded to explore a potential sale of the Company 14

Stage 3 (Explore sale transaction) – Transaction Committee oversaw a robust and exhaustive process ● Mandate: explore interest of third parties in acquiring Instructure and manage the sale process ● Prior to signing the Thoma Bravo deal, 40 parties were contacted (20 prior to public announcement) and 19 NDAs, which resulted in 4 preliminary and 2 final proposals Members Key qualifications Josh Coates ● Significant (7%) Instructure shareholder Executive Chairman of the Board ● Former Instructure CEO ● Instructure Board member since 2009 ● Previously co-founded and sold one technology company ● CEO of SolarWinds Kevin Thompson ● At SolarWinds, involved in acquisitions of VividCortex, Samanage, Trusted Metrics, LOGICnow and Loggly, Independent director take private of SolarWinds by a consortium including SolverLake and Thoma Bravo and two IPOs of the company ● Former CFO of Surgient, SAS Institute and RedHat ● Board member of Instructure and Blackline (NASDAQ: BL) ● Chosen to participate on a non-member basis to provide feedback to the Buzz Waterhouse Transaction Committee with respect to matters considered by the committee Lead Independent director on a regular and as-needed basis ● Former McGraw-Hill CEO ● Transaction experience include the sale of Harcourt Education for $4.95bn and the carve-out of McGraw-Hill Education and sale to Apollo for $2.4bn 15Stage 3 (Explore sale transaction) – Transaction Committee oversaw a robust and exhaustive process ● Mandate: explore interest of third parties in acquiring Instructure and manage the sale process ● Prior to signing the Thoma Bravo deal, 40 parties were contacted (20 prior to public announcement) and 19 NDAs, which resulted in 4 preliminary and 2 final proposals Members Key qualifications Josh Coates ● Significant (7%) Instructure shareholder Executive Chairman of the Board ● Former Instructure CEO ● Instructure Board member since 2009 ● Previously co-founded and sold one technology company ● CEO of SolarWinds Kevin Thompson ● At SolarWinds, involved in acquisitions of VividCortex, Samanage, Trusted Metrics, LOGICnow and Loggly, Independent director take private of SolarWinds by a consortium including SolverLake and Thoma Bravo and two IPOs of the company ● Former CFO of Surgient, SAS Institute and RedHat ● Board member of Instructure and Blackline (NASDAQ: BL) ● Chosen to participate on a non-member basis to provide feedback to the Buzz Waterhouse Transaction Committee with respect to matters considered by the committee Lead Independent director on a regular and as-needed basis ● Former McGraw-Hill CEO ● Transaction experience include the sale of Harcourt Education for $4.95bn and the carve-out of McGraw-Hill Education and sale to Apollo for $2.4bn 15

The Board went above and beyond to reach out and engage with Praesidium, who actively pushed publicly and privately for a sale, prior to announcement • Since the 13D filing, the Company had extensive interactions with Praesidium, including 75+ emails, 15+ calls, and 2 meetings • When briefed on the process and likely outcome, Praesidium did not object to the Board proceeding with the transaction Praesidium 10/4/19: Call 10/18/19: Call 5/29/19: Call Investment 6/14/19: Call 10/3/19: Call Discussed Company Discussed strategic 12/11/19: Call Discussed 8/20/19: Call 11/27/19: Call 12/1/19: Call Management Co LLC Follow-up call on Discussed sale strategy to address changes and offered Discussed business strategy Follow-up call on Discussed sale Discussed (“Praesidium”) files business strategy of the company concerns in the to bring Praesidium Praesidium (Oram, Coates, business strategy process (Oram, business strategy 13D and has a call to (Oram, Goldsmith, (Oram, market (Oram, under NDA (Oram, ownership Goldsmith, (Oram, Goldsmith) Waterhouse) (Oram, Thompson) discuss business Kaminer) Waterhouse) Waterhouse, Goldsmith, (Oram, Waterhouse) Kaminsky) strategy Goldsmith) Waterhouse) Aug. 20 Oct. 18 Apr. 15 May 29 Jun. 14 Oct. 3 Oct. 4 Nov. 27 Dec. 1 Dec. 11 Oct. 2 Oct. 20 Apr. 30 Jun. 7 Jul. 26 Sep. 11 Oct. 7 Nov. 28 Dec. 6 Mar. 29 6/7/19: Call 10/20/19: Call 11/28/19: Call 4/30/19: Call 7/26/19: Call 10/2/19: Call 3/29/19: Meeting Discussed ISS 9/11/19: Meeting Discussion around Call to discuss 12/6/19: Call Discussed Discussed Discussed 10/7/19: Call Regular investor ratings and follow- Discussed business business strategy, board composition, Discussed sale Praesidium potential sale business Discussed meeting onsite in up on business strategy and board financial model, sale process, and process investment (Oram, (Oram, Goldsmith, strategy governance issues SLC (Oram, strategy (Oram, composition and Bridge business strategy (Oram, Goldsmith, Waterhouse, (Oram, (Oram, Waterhouse) Kaminsky, Godfrey) Coates, Goldsmith, (Oram, Waterhouse) (Oram, (Oram, Waterhouse) Kaminsky) Kaminer) Thompson) Waterhouse) Waterhouse) Waterhouse) 16The Board went above and beyond to reach out and engage with Praesidium, who actively pushed publicly and privately for a sale, prior to announcement • Since the 13D filing, the Company had extensive interactions with Praesidium, including 75+ emails, 15+ calls, and 2 meetings • When briefed on the process and likely outcome, Praesidium did not object to the Board proceeding with the transaction Praesidium 10/4/19: Call 10/18/19: Call 5/29/19: Call Investment 6/14/19: Call 10/3/19: Call Discussed Company Discussed strategic 12/11/19: Call Discussed 8/20/19: Call 11/27/19: Call 12/1/19: Call Management Co LLC Follow-up call on Discussed sale strategy to address changes and offered Discussed business strategy Follow-up call on Discussed sale Discussed (“Praesidium”) files business strategy of the company concerns in the to bring Praesidium Praesidium (Oram, Coates, business strategy process (Oram, business strategy 13D and has a call to (Oram, Goldsmith, (Oram, market (Oram, under NDA (Oram, ownership Goldsmith, (Oram, Goldsmith) Waterhouse) (Oram, Thompson) discuss business Kaminer) Waterhouse) Waterhouse, Goldsmith, (Oram, Waterhouse) Kaminsky) strategy Goldsmith) Waterhouse) Aug. 20 Oct. 18 Apr. 15 May 29 Jun. 14 Oct. 3 Oct. 4 Nov. 27 Dec. 1 Dec. 11 Oct. 2 Oct. 20 Apr. 30 Jun. 7 Jul. 26 Sep. 11 Oct. 7 Nov. 28 Dec. 6 Mar. 29 6/7/19: Call 10/20/19: Call 11/28/19: Call 4/30/19: Call 7/26/19: Call 10/2/19: Call 3/29/19: Meeting Discussed ISS 9/11/19: Meeting Discussion around Call to discuss 12/6/19: Call Discussed Discussed Discussed 10/7/19: Call Regular investor ratings and follow- Discussed business business strategy, board composition, Discussed sale Praesidium potential sale business Discussed meeting onsite in up on business strategy and board financial model, sale process, and process investment (Oram, (Oram, Goldsmith, strategy governance issues SLC (Oram, strategy (Oram, composition and Bridge business strategy (Oram, Goldsmith, Waterhouse, (Oram, (Oram, Waterhouse) Kaminsky, Godfrey) Coates, Goldsmith, (Oram, Waterhouse) (Oram, (Oram, Waterhouse) Kaminsky) Kaminer) Thompson) Waterhouse) Waterhouse) Waterhouse) 16

Praesidium’s objections are not based in fact Praesidium Claim: Fact: th ● The Board ran a thoughtful process over a year-long period that resulted in the 4 highest revenue multiple paid by a PE firm in a SaaS take private ● The Board responded to every inbound expression of interest, retained advisors, set up independent Board committees and thoroughly evaluated options Process was rushed and not ● The sale process prioritized “most likely” buyers, but also reached out to “any potential” bidder, for a total of 40 parties with 20 parties (8 designed to optimize outcomes financial and 12 strategic parties) prior to the becoming public for shareholders ● Potential buyers worked over holidays; go-shop involved 24 parties, with 9 parties contacted prior to transaction and 15 new parties ● No party made an alternative proposal during the go-shop period, validating the price discovery of our initial process ● The Board engaged with all likely buyers and ran a parallel engagement process (including 4 NDA’s) to ensure alignment with shareholders ● The securities laws constrain any Board’s ability to discuss material non-public information - full real-time disclosure of ongoing process Process lacked transparency developments hamstrings sales process ● There has been no inconsistency in disclosures - the Board engages with shareholders, and continued to engage during the strategic process Inconsistent disclosures about th ● The Company had been evaluating its strategic alternatives for many months prior to the public announcement on November 14 - the strategic alternatives Strategic Actions Committee was formed in July 2019 ● In an extended effort to induce competition among any potentially interested parties, the Board insisted on a 35-day go-shop period (in spite of Thoma Bravo’s resistance to a go-shop) to enable the company to continue to engage with parties Running go-shop over holiday ● During the 35-day go-shop period, activity in the mergers and acquisitions market remained strong (161 mergers and acquisitions valued at period is ineffective $96 billion were announced in the U.S.) and included Wesco making two competing bids for Anixter the days before and after Christmas before winning the auction on 1/13/20 17Praesidium’s objections are not based in fact Praesidium Claim: Fact: th ● The Board ran a thoughtful process over a year-long period that resulted in the 4 highest revenue multiple paid by a PE firm in a SaaS take private ● The Board responded to every inbound expression of interest, retained advisors, set up independent Board committees and thoroughly evaluated options Process was rushed and not ● The sale process prioritized “most likely” buyers, but also reached out to “any potential” bidder, for a total of 40 parties with 20 parties (8 designed to optimize outcomes financial and 12 strategic parties) prior to the becoming public for shareholders ● Potential buyers worked over holidays; go-shop involved 24 parties, with 9 parties contacted prior to transaction and 15 new parties ● No party made an alternative proposal during the go-shop period, validating the price discovery of our initial process ● The Board engaged with all likely buyers and ran a parallel engagement process (including 4 NDA’s) to ensure alignment with shareholders ● The securities laws constrain any Board’s ability to discuss material non-public information - full real-time disclosure of ongoing process Process lacked transparency developments hamstrings sales process ● There has been no inconsistency in disclosures - the Board engages with shareholders, and continued to engage during the strategic process Inconsistent disclosures about th ● The Company had been evaluating its strategic alternatives for many months prior to the public announcement on November 14 - the strategic alternatives Strategic Actions Committee was formed in July 2019 ● In an extended effort to induce competition among any potentially interested parties, the Board insisted on a 35-day go-shop period (in spite of Thoma Bravo’s resistance to a go-shop) to enable the company to continue to engage with parties Running go-shop over holiday ● During the 35-day go-shop period, activity in the mergers and acquisitions market remained strong (161 mergers and acquisitions valued at period is ineffective $96 billion were announced in the U.S.) and included Wesco making two competing bids for Anixter the days before and after Christmas before winning the auction on 1/13/20 17

Praesidium’s objections are not based in fact (continued) Praesidium Claim: Fact: ● Non-executive directors ran the process, and the full Board unanimously approved the transaction ● Dan had no role on the Transaction Committee Dan Goldsmith is biased in favor of Thoma Bravo ● Dan removed himself from Board deliberations when potential conflicts existed ● Josh is a significant shareholder. His interests are fully aligned with every other shareholder in this transaction Josh Coates ● Josh would not benefit from a rushed process, suboptimal strategy, or undervalued transaction is not aligned with shareholders ● Josh Coates, not Kevin, led the final negotiations with Thoma Bravo Kevin Thompson was inclined ● Kevin’s experience in evaluating strategic alternatives added significant leverage to the process to push for Thoma Bravo ● That Kevin, like the other directors, was unbiased is borne out by the extensive and competitive nature of the process ● Buzz was core to the process, through his regular and frequent engagement with shareholders Buzz Waterhouse was ● Though not a formal member of the Transaction Committee – to enable his extensive engagement with disengaged and not part of shareholders – Buzz remained actively involved with the Transaction Committee throughout the process the “core team” ● Dan was not a member of the Transaction Committee, a process control designed to eliminate any personal Dan Goldsmith was unwilling preferences to work for certain bidders ● No party which expressed an interest was discounted based on personal preferences of any executives or directors ● One bidder, who initially submitted a proposal higher than the Thoma Bravo offer which was rejected by the Board, The Board rejected a deal subsequently lowered its offer well below $47.60 after detailed due diligence higher than $47.60 per share ● No bona fide offer higher than $47.60 was rejected 18Praesidium’s objections are not based in fact (continued) Praesidium Claim: Fact: ● Non-executive directors ran the process, and the full Board unanimously approved the transaction ● Dan had no role on the Transaction Committee Dan Goldsmith is biased in favor of Thoma Bravo ● Dan removed himself from Board deliberations when potential conflicts existed ● Josh is a significant shareholder. His interests are fully aligned with every other shareholder in this transaction Josh Coates ● Josh would not benefit from a rushed process, suboptimal strategy, or undervalued transaction is not aligned with shareholders ● Josh Coates, not Kevin, led the final negotiations with Thoma Bravo Kevin Thompson was inclined ● Kevin’s experience in evaluating strategic alternatives added significant leverage to the process to push for Thoma Bravo ● That Kevin, like the other directors, was unbiased is borne out by the extensive and competitive nature of the process ● Buzz was core to the process, through his regular and frequent engagement with shareholders Buzz Waterhouse was ● Though not a formal member of the Transaction Committee – to enable his extensive engagement with disengaged and not part of shareholders – Buzz remained actively involved with the Transaction Committee throughout the process the “core team” ● Dan was not a member of the Transaction Committee, a process control designed to eliminate any personal Dan Goldsmith was unwilling preferences to work for certain bidders ● No party which expressed an interest was discounted based on personal preferences of any executives or directors ● One bidder, who initially submitted a proposal higher than the Thoma Bravo offer which was rejected by the Board, The Board rejected a deal subsequently lowered its offer well below $47.60 after detailed due diligence higher than $47.60 per share ● No bona fide offer higher than $47.60 was rejected 18

Instructure Board recommends that stockholders vote to approve the transaction ● Now is the right time for this transaction, given the material execution risk in continuing as a standalone public company ● The robust strategic review process considered a broad range of options before the Board ultimately approved this alternative and engaged 55 potential buyers, 23 of which signed confidentiality agreements ● $47.60 per share in cash maximizes value for stockholders, providing superior risk-adjusted value and certainty to all other evaluated opportunities Your Vote Is Important, No Matter How Many Shares You Own! If you have questions about how to vote your shares, please contact: 1407 Broadway, 27th Floor New York, New York 10018 Call Collect (212) 929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com 19Instructure Board recommends that stockholders vote to approve the transaction ● Now is the right time for this transaction, given the material execution risk in continuing as a standalone public company ● The robust strategic review process considered a broad range of options before the Board ultimately approved this alternative and engaged 55 potential buyers, 23 of which signed confidentiality agreements ● $47.60 per share in cash maximizes value for stockholders, providing superior risk-adjusted value and certainty to all other evaluated opportunities Your Vote Is Important, No Matter How Many Shares You Own! If you have questions about how to vote your shares, please contact: 1407 Broadway, 27th Floor New York, New York 10018 Call Collect (212) 929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com 19

AppendixAppendix

Roadmap to completion Transaction remains on track to close in Q1 2020 Secured fully Seek Preliminary Seek Received Filed Anticipated Mailed equity financed stockholder proxy remaining early definitive closing date proxy transaction on approval at statement foreign termination proxy statement to signing special filed with SEC regulatory under HSR statement stock- meeting approval holders (last pending approval) Dec 4 Dec 23 Jan 2 Jan 7 Jan 14 End of Feb 13 Feb 14 Jan 20Roadmap to completion Transaction remains on track to close in Q1 2020 Secured fully Seek Preliminary Seek Received Filed Anticipated Mailed equity financed stockholder proxy remaining early definitive closing date proxy transaction on approval at statement foreign termination proxy statement to signing special filed with SEC regulatory under HSR statement stock- meeting approval holders (last pending approval) Dec 4 Dec 23 Jan 2 Jan 7 Jan 14 End of Feb 13 Feb 14 Jan 20

INVESTOR PRESENTATION, ADDITIONAL INFORMATION AND WHERE TO FIND IT & PARTICIPANTS IN THE SOLICITATION This investor presentation (this presentation ) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any equity, debt or other financial instruments of Instructure, Inc. (“Instructure”). This presentation has been prepared to assist investors in making their own evaluation with respect to the proposed merger (“Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of December 4, 2019 (the “Merger Agreement”) by and among Instructure, PIV Purchaser, LLC (“Parent”), and PIV Merger Sub, Inc., (“Merger Sub”) pursuant to which Merger Sub will merge with and into Instructure, with Instructure continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent. Parent and Merger Sub are entities that are affiliated with Thoma Bravo, LLC. This presentation is not intended to form the basis of any investment decision or any other decisions with respect to the Merger. In connection with the proposed transaction, on January 7, 2020 Instructure filed with the Securities and Exchange Commission (the “SEC”) a revised definitive proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant documents concerning the proposed transaction. Instructure mailed the Proxy Statement and a proxy card to each Instructure stockholder entitled to vote at the special meeting relating to the proposed transaction on or about January 14, 2020. Investors and security holders of Instructure are urged to carefully read the Proxy Statement (and any amendments and supplements thereto when such filings become available) and other filings made in connection therewith because such documents contain or will contain important information about the proposed transaction. Investors and security holders of Instructure are able to obtain a free copy of the Proxy Statement, and will be able to obtain a free copy of any amendments and supplements thereto, as well as other relevant filings containing information about Instructure and the proposed transaction, including materials that are incorporated by reference into the Proxy Statement, without charge, at the SEC’s website (http://www.sec.gov) or from Instructure by contacting Instructure’s Investor Relations at (866) 574-3127, by email at Investors@instructure.com, or by going to Instructure’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.” Instructure and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of Instructure’s directors and executive officers and their ownership of Instructure common stock is set forth in Instructure’s annual report on Form 10-K filed with the SEC on February 20, 2019 and Instructure’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, are contained in the Proxy Statement, and will be contained in the other relevant materials to be filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained, without charge, from the SEC or Instructure as described in the preceding paragraph.INVESTOR PRESENTATION, ADDITIONAL INFORMATION AND WHERE TO FIND IT & PARTICIPANTS IN THE SOLICITATION This investor presentation (this presentation ) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any equity, debt or other financial instruments of Instructure, Inc. (“Instructure”). This presentation has been prepared to assist investors in making their own evaluation with respect to the proposed merger (“Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of December 4, 2019 (the “Merger Agreement”) by and among Instructure, PIV Purchaser, LLC (“Parent”), and PIV Merger Sub, Inc., (“Merger Sub”) pursuant to which Merger Sub will merge with and into Instructure, with Instructure continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent. Parent and Merger Sub are entities that are affiliated with Thoma Bravo, LLC. This presentation is not intended to form the basis of any investment decision or any other decisions with respect to the Merger. In connection with the proposed transaction, on January 7, 2020 Instructure filed with the Securities and Exchange Commission (the “SEC”) a revised definitive proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant documents concerning the proposed transaction. Instructure mailed the Proxy Statement and a proxy card to each Instructure stockholder entitled to vote at the special meeting relating to the proposed transaction on or about January 14, 2020. Investors and security holders of Instructure are urged to carefully read the Proxy Statement (and any amendments and supplements thereto when such filings become available) and other filings made in connection therewith because such documents contain or will contain important information about the proposed transaction. Investors and security holders of Instructure are able to obtain a free copy of the Proxy Statement, and will be able to obtain a free copy of any amendments and supplements thereto, as well as other relevant filings containing information about Instructure and the proposed transaction, including materials that are incorporated by reference into the Proxy Statement, without charge, at the SEC’s website (http://www.sec.gov) or from Instructure by contacting Instructure’s Investor Relations at (866) 574-3127, by email at Investors@instructure.com, or by going to Instructure’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.” Instructure and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of Instructure’s directors and executive officers and their ownership of Instructure common stock is set forth in Instructure’s annual report on Form 10-K filed with the SEC on February 20, 2019 and Instructure’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, are contained in the Proxy Statement, and will be contained in the other relevant materials to be filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained, without charge, from the SEC or Instructure as described in the preceding paragraph.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS, NON-GAAP MEASURES & USE OF PROJECTIONS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 related to Instructure and the acquisition of Instructure. Forward-looking statements in this presentation include, among other things, statements about the potential benefits of the proposed transaction, Instructure’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Instructure, the anticipated timing of closing of the proposed transaction, and certain projections regarding adjusted EBITDA for years 2019 through 2023 (which were developed by Instructure management on a standalone basis without giving effect to the Merger, or any changes to Instructure’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, which do not include proceeds or shutdown costs with respect to the operation, divesture, or shutdown of the Bridge segment, and which were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”)). Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Risks and uncertainties include, among other things, (1) risks related to the ability of Instructure to consummate the Merger on a timely basis or at all; (2) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the Merger to fail to close; (3) the outcome of any legal proceedings that may be instituted against Instructure, Parent or any of their respective directors of officers with respect to the Merger; (4) the failure to satisfy all of the conditions precedent to consummation of the proposed transaction, including the adoption of the Merger Agreement by Instructure’s stockholders and the receipt of regulatory approvals; (5) disruption from the proposed Merger making it more difficult to maintain business and operational relationships; (6) the negative side effects of the announcement or the consummation of the Merger on the market price of Instructure’s common stock or on Instructure’s operating results; (7) significant transaction costs; (8) the risk of litigation and/or regulatory actions related to the proposed transaction; (9) competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for Instructure’s products; (10) new application introductions and Instructure’s ability to develop and deliver innovative applications and features; (11) Instructure’s ability to provide high-quality service and support offerings; Instructure’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; (12) future exchange and interest rates; (13) changes in tax and other laws, regulations, rates and policies; and (14) future business combinations or disposals. Although certain forward-looking information are presented with numerical specificity, they were based on numerous variables and assumptions made by Instructure with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Instructure’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Instructure’s control, and therefore are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted. Accordingly, undue reliance should not be placed upon any forward-looking statements. Further information on these and other risk and uncertainties relating to Instructure can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings Instructure makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of Instructure’s website at https://ir.instructure.com/overview/default.aspx. The forward-looking statements included in this presentation are made only as of the date hereof. Instructure assumes no obligation and does not intend to update these forward-looking statements, except as required by law. This presentation contains financial forecasts. Instructure’s independent auditors have not studied, reviewed compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and have not expressed an opinion or provided any other form of assurance with respect thereto. These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the projections have been provided for the purposes or providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside Instructure’s control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of Instructure. This presentation includes non-GAAP financial measures including adjusted EBITDA and adjusted EBITDA margin, which financial measures are not prepared in accordance with GAAP. These non-GAAP financial measures do not have a standardized meaning, and the definition of adjusted EBITDA used by Instructure may be different from other, similarly named non-GAAP measures used by others. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in future filings by Instructure with the SEC. See the footnotes on the slides where these measures are discussed. Instructure believes that these non-GAAP measures are useful to investors because they these measures may assist investors in evaluating ongoing operating results and trends, and these measures are used by Instructure’s management to assess its performance. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. These non-GAAP measures should not considered in insolation from, or an alternative to, financial measures determined in accordance with GAAP.NOTICE REGARDING FORWARD-LOOKING STATEMENTS, NON-GAAP MEASURES & USE OF PROJECTIONS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 related to Instructure and the acquisition of Instructure. Forward-looking statements in this presentation include, among other things, statements about the potential benefits of the proposed transaction, Instructure’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Instructure, the anticipated timing of closing of the proposed transaction, and certain projections regarding adjusted EBITDA for years 2019 through 2023 (which were developed by Instructure management on a standalone basis without giving effect to the Merger, or any changes to Instructure’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, which do not include proceeds or shutdown costs with respect to the operation, divesture, or shutdown of the Bridge segment, and which were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”)). Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Risks and uncertainties include, among other things, (1) risks related to the ability of Instructure to consummate the Merger on a timely basis or at all; (2) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the Merger to fail to close; (3) the outcome of any legal proceedings that may be instituted against Instructure, Parent or any of their respective directors of officers with respect to the Merger; (4) the failure to satisfy all of the conditions precedent to consummation of the proposed transaction, including the adoption of the Merger Agreement by Instructure’s stockholders and the receipt of regulatory approvals; (5) disruption from the proposed Merger making it more difficult to maintain business and operational relationships; (6) the negative side effects of the announcement or the consummation of the Merger on the market price of Instructure’s common stock or on Instructure’s operating results; (7) significant transaction costs; (8) the risk of litigation and/or regulatory actions related to the proposed transaction; (9) competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for Instructure’s products; (10) new application introductions and Instructure’s ability to develop and deliver innovative applications and features; (11) Instructure’s ability to provide high-quality service and support offerings; Instructure’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; (12) future exchange and interest rates; (13) changes in tax and other laws, regulations, rates and policies; and (14) future business combinations or disposals. Although certain forward-looking information are presented with numerical specificity, they were based on numerous variables and assumptions made by Instructure with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Instructure’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Instructure’s control, and therefore are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted. Accordingly, undue reliance should not be placed upon any forward-looking statements. Further information on these and other risk and uncertainties relating to Instructure can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings Instructure makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of Instructure’s website at https://ir.instructure.com/overview/default.aspx. The forward-looking statements included in this presentation are made only as of the date hereof. Instructure assumes no obligation and does not intend to update these forward-looking statements, except as required by law. This presentation contains financial forecasts. Instructure’s independent auditors have not studied, reviewed compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and have not expressed an opinion or provided any other form of assurance with respect thereto. These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the projections have been provided for the purposes or providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside Instructure’s control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of Instructure. This presentation includes non-GAAP financial measures including adjusted EBITDA and adjusted EBITDA margin, which financial measures are not prepared in accordance with GAAP. These non-GAAP financial measures do not have a standardized meaning, and the definition of adjusted EBITDA used by Instructure may be different from other, similarly named non-GAAP measures used by others. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in future filings by Instructure with the SEC. See the footnotes on the slides where these measures are discussed. Instructure believes that these non-GAAP measures are useful to investors because they these measures may assist investors in evaluating ongoing operating results and trends, and these measures are used by Instructure’s management to assess its performance. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. These non-GAAP measures should not considered in insolation from, or an alternative to, financial measures determined in accordance with GAAP.