UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 ☐
Preliminary Proxy Statement

 ☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒
Definitive Proxy Statement

 ☐
Definitive Additional Materials

 ☐
Soliciting Material under §240.14a-12

Squarespace, Inc.

(Name of Registrant as Specified In Its Charter)

 

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 ☐
No fee required.

☒
Fee paid previously with preliminary materials.

 ☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

SQUARESPACE, INC.

225 Varick Street, 12^th Floor

New York, New York 10014

To the Stockholders of Squarespace, Inc.:

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “Special Meeting”) of Squarespace, Inc., a Delaware corporation (“Squarespace”). The Special Meeting will be held on September 20, 2024, at 9:00 A.M. Eastern time. You may attend the Special Meeting via a live interactive webcast at www.virtualshareholdermeeting.com/SQSP2024SM. You will be able to listen to the Special Meeting live and submit a proxy online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

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

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

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

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

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

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

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

Your vote is very important, regardless of the number of shares you own. Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders (as defined below), (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock. The “Unaffiliated Company Stockholders” means the holders of Squarespace Common Stock, excluding (1) General Atlantic L.P. (“General Atlantic”), its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) Accel Management Co. Inc., its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (3) Permira Advisers, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (4) the members of the Squarespace Board, (5) any person that Squarespace has determined to be an “officer” of Squarespace within the meaning of Rule 16a-1(f) of the Exchange Act and (6) Anthony Casalena and his controlled affiliates (“Casalena”). Each record holder of Squarespace Class A Common Stock is entitled to one vote for each share of Squarespace Class A Common Stock owned of record as of the close of business on August 19, 2024 (the “Record Date”). Each record holder of Squarespace Class B Common Stock is entitled to ten votes for each share of Squarespace Class B Common Stock owned of record as of the close of business on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

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

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

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

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

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

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

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

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

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

Thank you for your support.

 

Sincerely,

 

Courtenay O’Connor

General Counsel and Secretary

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

 

SQUARESPACE, INC.

225 Varick Street, 12^th Floor

New York, New York 10014

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 20, 2024

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Squarespace, Inc., a Delaware corporation (“Squarespace”), will be held on September 20, 2024, at 9:00 A.M. Eastern time, for the following purposes:

1.
To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of May 13, 2024, by and among Spaceship Purchaser, Inc., Spaceship Group MergerCo, Inc., and Squarespace (the “Merger Proposal”);

2.
To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Squarespace to its named executive officers in connection with the merger (the “Merger”) of Spaceship Group MergerCo, Inc., a wholly owned subsidiary of Spaceship Purchaser, Inc., with and into Squarespace (the “Compensation Proposal”); and

3.
To consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

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

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

The Special Meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SQSP2024SM. We believe this is the most effective approach for enabling stockholder attendance and participation. The Special Meeting will begin promptly at 9:00 A.M. Eastern time. Online check-in will begin at 8:45 A.M. Eastern time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only Squarespace’s stockholders as of the close of business on August 19, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available at Squarespace’s corporate offices located at 225 Varick Street, 12^th Floor, New York, New York 10014 during regular business hours for a period of no less than 10 days before the Special Meeting and on the virtual meeting website during the Special Meeting.

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

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

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

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

By Order of the Board of Directors,

 

Courtenay O’Connor

General Counsel and Secretary

 

New York, New York

August 22, 2024

 

SQUARESPACE, INC.

 

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 20, 2024

This proxy statement is dated August 22, 2024 and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about August 22, 2024.

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

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

TABLE OF CONTENTS

CERTAIN DEFINED TERMS	iv
SUMMARY TERM SHEET	1
Introduction	1
The Parties to the Merger	1
The Special Meeting	2
Votes Required	3
Intent of Squarespace’s Directors and Executive Officers and Certain Stockholders to Vote in Favor of the Merger	3
Reasons for the Merger; Recommendations of the Special Committee and the Squarespace Board	4
Opinion of the Financial Advisor to the Special Committee	4
Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger	5
Position of the Rollover Stockholders as to the Fairness of the Merger	5
Certain Effects of the Merger	6
Treatment of Shares and Equity Awards	6
Certain Effects on Squarespace if the Merger is Not Completed	7
Interests of Squarespace’s Directors and Executive Officers in the Merger	8
The Support Agreements	9
U.S. Federal Income Tax Considerations of the Merger	9
Restrictions on Solicitation of Other Acquisition Offers	10
Change in the Squarespace Board’s Recommendation	10
Fee Funding Agreement	10
Conditions to the Closing of the Merger	12
Termination Fees and Remedies	13
Appraisal Rights	13
Litigation Relating to the Merger	14
QUESTIONS AND ANSWERS	15
SPECIAL FACTORS	25
Background of the Merger	25
Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board	40
Opinion of the Financial Advisor to the Special Committee	48
Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger	54
Materials Provided to Permira by Goldman Sachs	58
Position of the Rollover Filing Parties as to the Fairness of the Merger	64
Plans for Squarespace After the Merger	66
Purposes and Reasons of the Purchaser Filing Parties	67
Certain Effects of the Merger	67
Certain Effects on Squarespace if the Merger is Not Completed	70
Unaudited Prospective Financial Information	70
Interests of Squarespace’s Directors and Executive Officers in the Merger	74
Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger	79
Intent of Certain Stockholders to Vote in Favor of the Merger	79
Closing and Effective Time of the Merger	80
Accounting Treatment	80
U.S. Federal Income Tax Considerations of the Merger	80
Regulatory Approvals Required for the Merger	83
Fee Funding Agreement	83
Financing of the Merger	84
Delisting and Deregistration of Squarespace Common Stock	87
Fees and Expenses	87
Certain Material Relationships	88
Litigation Relating to the Merger	88
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	89
THE PARTIES TO THE MERGER	91

i

Squarespace	91
Parent Entities	91
THE SPECIAL MEETING	92
Date, Time and Place	92
Purpose of the Special Meeting	92
Attending the Special Meeting	92
Record Date; Shares Entitled to Vote; Quorum	92
Votes Required	92
Abstentions	93
Broker Non-Votes	93
Shares Held by Squarespace’s Directors and Executive Officers	93
Voting of Proxies	93
Revocability of Proxies	94
Adjournment	94
Solicitation of Proxies	95
Anticipated Date of Completion of the Merger	95
Appraisal Rights	95
Other Matters	96
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 20, 2024	96
Householding of Special Meeting Materials	96
Questions and Additional Information	96
THE MERGER AGREEMENT	97
Explanatory Note Regarding the Merger Agreement	97
Effect of the Merger	97
Closing and Effective Time	97
Directors and Officers; Certificate of Incorporation; Bylaws	98
Merger Consideration	98
Exchange and Payment Procedures	99
Representations and Warranties	99
Conduct of Business Pending the Merger	103
Solicitation of Other Offers	105
Recommendation Changes	107
Employee Matters	109
Conditions to the Closing of the Merger	110
Indemnification and Insurance	111
Other Covenants	112
Termination of the Merger Agreement	114
Company Termination Fee	115
Parent Termination Fee	116
Specific Performance	117
Limitations of Liability	117
Fees and Expenses	117
Amendment	117
Governing Law	117
THE SUPPORT AGREEMENTS	118
INTERIM INVESTORS AGREEMENT	119
PROVISIONS FOR UNAFFILIATED COMPANY STOCKHOLDERS	120
IMPORTANT INFORMATION REGARDING SQUARESPACE	121
Company Background	121
Directors and Executive Officers	121
Selected Historical Consolidated Financial Data	123
Security Ownership of Certain Beneficial Owners and Management	124
Prior Public Offerings	126

ii

Transactions in Squarespace Common Stock	126
Past Contracts, Transactions, Negotiations and Agreements	128
Tock Transaction	128
Book Value Per Share	129
Market Price of Squarespace Common Stock	129
Dividends	129
The Voting and Support Agreement	129
IMPORTANT INFORMATION REGARDING THE PURCHASER FILING PARTIES	131
Parent Entities and the Permira Filing Parties	131
Casalena Filing Parties	140
General Atlantic Filing Parties	140
Accel Filing Parties	141
APPRAISAL RIGHTS	142
Written Demand	144
Notice by the Surviving Corporation	145
Filing a Petition for Appraisal	145
Determination of Fair Value	146
PROPOSAL 1: THE MERGER PROPOSAL	148
PROPOSAL 2: THE COMPENSATION PROPOSAL	149
PROPOSAL 3: THE ADJOURNMENT PROPOSAL	150
STOCKHOLDER PROPOSALS AND NOMINATIONS	151
WHERE YOU CAN FIND ADDITIONAL INFORMATION	152
MISCELLANEOUS	153
Annex A – Agreement and Plan of Merger	A-1
Annex B – Opinion of Centerview Partners	B-1
Annex C – Support Agreement - (Casalena)	C-1
Annex D – Support Agreement (General Atlantic)	D-1
Annex E – Support Agreement (Accel)	E-1

iii

CERTAIN DEFINED TERMS

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

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

Accel 3 means Accel Leaders 3 L.P.

Accel 4 means Accel Leaders 4 L.P.

Accel Equity Commitment means the terms set forth in the equity commitment letter, dated May 13, 2024, betweenParent and the Accel Investors, as amended, pursuant to which the Equity Investors have committed, subject to the terms andconditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

iv

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

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

Equity Investors means the Accel Investors and the Permira Investors.

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

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

Financing means the Equity Financing and the Debt Financing.

FTC means the Federal Trade Commission.

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

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

GAAP means U.S. generally accepted accounting principles.

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

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

General Atlantic Rollover Stockholder means GA SQRS II.

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

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

IRS means the Internal Revenue Service.

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

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

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

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

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

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

Parent means Spaceship Purchaser, Inc.

v

Parent Entities means Merger Sub and Parent.

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

Permirameans Permira Portfolio Management Limited.

Permira Advisersmeans Permira Advisers LLC.

Permira Advisers UK means Permira Advisers LLP.

Permira Filing Parties means Permira, Permira Advisers, Permira Management S.àr.l., Permira VIII GP S.àr.l.,Permira VIII Holdco GP S.àr.l., each of the Permira Investors, Surveyorlux SCSp, Spaceship Holdings GP 1, LLC, Spaceship Intermediate 1, LP, Spaceship Holdings GP 2, LLC, Spaceship Parent, LP, Spaceship HoldCo, LLC (to be converted into Spaceship HoldCo, Inc.), Spaceship MidCo, Inc. and Spaceship Intermediate 2, Inc., as further described in the section of this proxy statement captioned “Important Information Regarding the Purchaser Filing Parties—Permira Filing Parties.”

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

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

Record Date means August 19, 2024.

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

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

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

SEC means the United States Securities and Exchange Commission.

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

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

Special Meeting means the special meeting of the stockholders of Squarespace to be held on September 20, 2024,at 9:00 A.M. Eastern time, and any adjournment or postponement thereof.

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

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

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

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

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

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

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

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

vi

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

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

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

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

vii

SUMMARY TERM SHEET

This summary term sheet discusses the material terms contained in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement in their entirety.

Introduction

On May 13, 2024, Squarespace entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Squarespace, with Squarespace surviving the Merger as a wholly owned subsidiary of Parent. Parent is an affiliate of Permira, a global investment firm that backs businesses with growth ambitions and a track record investing in internet, software and SMB-enablement solutions. If the Merger is completed, each outstanding share of Squarespace Common Stock (other than as described below) will be converted into the right to receive the Per Share Price, without interest and subject to any applicable withholding taxes, and Squarespace will become a privately held company. Squarespace is asking its stockholders to consider and vote on the adoption of the Merger Agreement.

The Squarespace Board (i) formed the Special Committee to consider, review and evaluate any proposal with respect to a possible sale or other business transaction involving all or substantially all of the outstanding shares of Squarespace Common Stock or Squarespace’s assets on a consolidated basis and any similar strategic alternatives to such potential transaction, (ii) delegated the powers of the Squarespace Board to the Special Committee, including the power to determine not to proceed with any potential transaction or any alternative thereto and (iii) authorized and empowered the Special Committee to do all acts as may be necessary or appropriate in its judgment to carry out the duties of the Special Committee . As more fully described below, the Special Committee, with the assistance of its own independent financial and legal advisors and, considered, evaluated and negotiated the Merger Agreement. At the conclusion of its review, the Special Committee, among other things, unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its stockholders, and (b) recommended that the Squarespace Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit to Squarespace’s stockholders, and recommend the adoption of, the Merger Agreement. In addition, the Special Committee believes that the Merger is fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Squarespace Board, acting upon the recommendation of the Special Committee, (1) determined that the Merger Agreement is in the best interests of Squarespace and its stockholders, (2) declared the Merger Agreement and the consummation of the Merger and the transactions contemplated thereby advisable, (3) approved the execution and delivery of the Merger Agreement by Squarespace, the performance by Squarespace of its covenants and other obligations in the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth therein, and (4) resolved to submit the Merger Agreement to Squarespace’s stockholders for adoption and (5) recommended that Squarespace’s stockholders adopt the Merger Agreement. In addition, the Squarespace Board, on behalf of Squarespace, believes that the Merger is fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

Because the transactions contemplated by the Merger Agreement are “going private” transaction under the rules of the SEC, for which a Schedule 13E-3 Transaction Statement is required to be filed with the SEC, Squarespace and the Purchaser Filing Parties have filed such a transaction statement with the SEC with respect to such transactions solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. You may obtain additional information about the Schedule 13E-3 under the caption “Where You Can Find Additional Information.”

The Parties to the Merger

Squarespace was formed as a Delaware corporation in October 2007 under the name Squarespace, Inc. Squarespace is a leading all-in-one platform for businesses and independent creators to build an online presence, grow their brands and manage their businesses across the internet. Squarespace offers websites, domains, e-commerce, tools for managing a social media presence, marketing tools, scheduling and hospitality services. Squarespace’s mission is for the ease of use of its products to provide anyone the ability to participate in the opportunity that comes from publishing and transacting on the internet, and for its design-centric and comprehensive tools to help them stand out and succeed. Squarespace’s domains, website, marketing and social media management tools provide an online presence with best-in-class design and a consistent brand experience, and Squarespace’s commerce solutions include

1

tools for selling digital content, classes, appointments, reservations and events, physical goods and more. See the section of this proxy statement captioned “Where You Can Find Additional Information.”

• Squarespace Class A Common Stock is listed on the NYSE under the symbol “SQSP.” Squarespace’s corporate offices are located at 225 Varick Street, 12^th Floor, New York, New York 10014.

• Parent. Spaceship Purchaser, Inc. was formed on May 8, 2024 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and the debt financing in connection with the Merger. Parent’s address is c/o Permira Advisers LLC, 320 Park Avenue, 23rd Floor, New York, NY 10022, and its telephone number is (212) 386-7480. For more information about Parent, see the sections of this proxy statement captioned “The Parties to the Merger—Parent Entities” and “Important Information Regarding the Purchaser Filing Parties—Parent Entities”

• Merger Sub. Spaceship Group MergerCo, Inc. is a wholly owned subsidiary of Parent and was formed on May 8, 2024 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s address is c/o Permira Advisers LLC, 320 Park Avenue, 23rd Floor, New York, NY 10022, and its telephone number is (212) 386-7480. For more information about Merger Sub, see the sections of this proxy statement captioned “The Parties to the Merger—Parent Entities” and “Important Information Regarding the Purchaser Filing Parties—Parent Entities”.

• Parent and Merger Sub are each affiliated with the Permira Investors. In connection with the transactions contemplated by the Merger Agreement, the Equity Investors, consisting of the Permira Investors and the Accel Investors have committed to provide Parent, at or prior to the closing of the Merger (the “Closing”), with an aggregate cash amount of up to $2,826,000,000, in each case on the terms and subject to the conditions set forth in the Equity Commitment Letters. Such amount, together with the Debt Financing (as defined and described further in this proxy statement under the caption “Special Factors—Financing of the Merger”) and rollover commitments of the Rollover Stockholders, will be used to fund the aggregate Per Share Price (including payments in respect of certain of Squarespace’s outstanding equity-based awards payable in connection with the closing of the Merger pursuant to the Merger Agreement) and to pay the fees, expenses and other amounts required to be paid in connection with the closing of the Merger by Squarespace, Parent and Merger Sub, as described further in this proxy statement under the caption “Special Factors—Financing of the Merger.”

The Special Meeting

• Date, Time and Place. The Special Meeting will be held on September 20, 2024, at 9:00 A.M. Eastern time. You may attend the Special Meeting solely via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SQSP2024SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). Squarespace believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

• Purpose. At the Special Meeting, Squarespace will ask stockholders to vote on the following proposals:

• The Merger Proposal: the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Squarespace, with Squarespace continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent;

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

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

2

• Record Date; Shares Entitled to Vote; Quorum. You are entitled to vote at the Special Meeting if you owned shares of Squarespace Common Stock as of the close of business on the Record Date. As of June 30, 2024, there were 138,475,404 shares of Squarespace Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Squarespace Class A Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special Meeting. For each share of Squarespace Class B Common Stock that you own as of the close of business on the Record Date, you will have ten votes on each matter submitted for a vote at the Special Meeting. The holders of a majority in voting power of the outstanding shares of Squarespace Common Stock entitled to vote at the Special Meeting, present by means of remote communication or represented by proxy, will constitute a quorum at the Special Meeting.

Votes Required

• The Merger Proposal. Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders, (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock (collectively, the “Requisite Stockholder Approvals”).

• The Compensation Proposal. Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of Squarespace Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote thereon. This vote will be on a non-binding, advisory basis.

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

Intent of Squarespace’s Directors and Executive Officers and Certain Stockholders to Vote in Favor of the Merger

• Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger. Squarespace’s directors and executive officers have informed Squarespace that, as of the date of this proxy statement, they intend to vote all of the shares of Squarespace Common Stock owned directly by them in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. As of June 30, 2024, Squarespace’s directors and executive officers beneficially owned, in the aggregate, 60,441,520 shares of Squarespace Common Stock, collectively representing approximately 78.5% of the voting power of the shares of Squarespace Common Stock outstanding as of June 30, 2024. For more information, see the section of this proxy statement captioned “Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger.”

• Intent of Certain Stockholders to Vote in Favor of the Merger. Each of Casalena, the General Atlantic Rollover Stockholder and Accel, who beneficially owned approximately 75.7%, 10.6% and 2.6%, respectively, of the voting power of the outstanding shares of Squarespace Common Stock as of June 30, 2024, each entered into a Support Agreement, pursuant to which such Rollover Stockholder agreed to vote all of its shares of Squarespace Common Stock in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. However, under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders, (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock. For more information, see the sections of this proxy statement captioned “Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger” and “The Support Agreements,” as well as the full text of the Support Agreements, attached as Annex C, Annex D and Annex E to this proxy statement, which are incorporated by reference in this proxy statement in their entirety.

3

Reasons for the Merger; Recommendations of the Special Committee and the Squarespace Board

• Special Committee’s Recommendation. The Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on May 12, 2023, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its stockholders and (2) recommended that the Squarespace Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) submit to Squarespace’s stockholders, and recommend the adoption of the Merger Agreement. In reviewing the Merger, the Special Committee consulted with its independent financial and legal advisors and, where appropriate, with Squarespace management and Squarespace’s outside legal advisor and considered other potential value creation opportunities. In addition, the Special Committee believes that the Merger is fair to Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. For a description of the reasons considered by the Special Committee, see the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the Squarespace Board.”

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

The Squarespace Board, acting upon the unanimous recommendation of the Special Committee, unanimously recommends that you vote: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Compensation Proposal, and (3) “FOR” the approval of the Adjournment Proposal.

Opinion of the Financial Advisor to the Special Committee

• The Special Committee retained Centerview Partners LLC, which is referred to in this proxy statement as “Centerview,” as financial advisor to the Special Committee in connection with the transactions contemplated by the Merger Agreement, including the Merger. In connection with this engagement, the Special Committee requested that Centerview evaluate the fairness, from a financial point of view, to the Unaffiliated Company Stockholders, other than with respect to the (a) the shares of Squarespace Common Stock held by Squarespace and its subsidiaries, (b) the shares of Squarespace Common Stock owned by Parent or Merger Sub, (c) the shares of Squarespace Common Stock owned by Anthony Casalena, the Anthony Casalena 2019 Family Trust, the Anthony Casalena Revocable Trust, the Casalena Foundation, General Atlantic (SQRS II), L.P., Accel Leaders 3 L.P., Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Accel Growth Fund Investors 2010 L.L.C. (the “ExcludedStockholders”) that such Excluded Stockholders have agreed to contribute to an entity that indirectly owns 100% of the equity interest of Parent pursuant to those certain Support Agreements entered into in connection with the Merger, (d) the shares of Squarespace Common Stock owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the Merger (the shares referred to in clauses (a) through (d), the “Owned Company Shares”) and (e) any shares of Squarespace Common Stock with respect to which the holders thereof have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL (the shares referred to in clauses (a) through (e), together with any shares of Squarespace Common Stock held by any affiliate of Squarespace or Parent, the “Excluded Shares”), of the Per Share Price proposed to be paid to such holders pursuant to the Merger Agreement. The Special Committee considered the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares) to be situated substantially similarly to Squarespace’s “unaffiliated security holders,” as such term is defined under Rule 13e-3 under the Exchange Act. On May 12, 2024, Centerview

4

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

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

Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger

• The Permira Filing Parties and the Parent Entities believe that the Merger is substantively and procedurally fair to Squarespace’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. However, none of the Permira Filing Parties nor the Parent Entities has undertaken any formal evaluation of the fairness of the Merger to Squarespace’s unaffiliated security holders or engaged a financial advisor for such purpose. The Permira Filing Parties and the Parent Entities did not participate in the discussions or deliberations of the Special Committee or the Squarespace Board regarding, nor have they received advice from the respective legal, financial or other advisors of the Special Committee or the Squarespace Board as to, the fairness of the Merger. The belief of the Permira Filing Parties and the Parent Entities as to the fairness of the Merger is based on the factors discussed in the section of this proxy statement captioned “Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger.”

Position of the Rollover Stockholders as to the Fairness of the Merger

• The Rollover Stockholders believe that the Merger is substantively and procedurally fair to Squarespace’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. However, none of the Rollover Stockholders has undertaken any formal evaluation of the fairness of the Merger to Squarespace’s unaffiliated security holders or engaged a financial advisor for such purpose. Although one affiliate of the Casalena Filing Parties, one employee of the Accel Filing Parties and one employee of the General Atlantic Filing Parties are members of the Squarespace Board, such individuals were not members of the Special Committee and did not participate in deliberations of the Special Committee regarding, nor receive advice from the respective independent legal, financial or other advisors of the Special Committee as to, the fairness of the Merger. The belief of the Rollover Stockholders as to the fairness of the Merger is based on the factors discussed in the section of this proxy statement captioned “Special Factors—Position of the Rollover Stockholders as to the Fairness of the Merger.”

5

Certain Effects of the Merger

• If the conditions to the completion of the Merger are either satisfied or waived, at the effective time of the Merger (the “Effective Time”): (1) Merger Sub will merge with and into Squarespace, (2) the separate existence of Merger Sub will cease, and (3) Squarespace will continue as the Surviving Corporation in the Merger and as a wholly owned subsidiary of Parent. As a result of the Merger, Squarespace will cease to be a publicly traded company. 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 time at which the Merger becomes effective will occur upon the filing of the Certificate of Merger with, the Secretary of State of the State of Delaware (or at a later time as Squarespace, Parent and Merger Sub may agree and specify in the Certificate of Merger).

Treatment of Shares and Equity Awards

Common Stock. The Merger Agreement provides for the following treatment of shares of Squarespace Common Stock in connection with the Merger:

• At the Effective Time, each share of Squarespace Common Stock outstanding immediately prior to the Effective Time (other than the Owned Company Shares or Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Per Share Price, without interest thereon. This amount represents an approximately 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, as well as a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024. For more information, see the sections of this proxy statement captioned “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—Merger Consideration—Squarespace Common Stock.”

• At or prior to the closing of the Merger, Parent will deposit with the Payment Agent (as defined in the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures”) an amount of cash equal to the aggregate consideration to which Squarespace stockholders will become entitled under the Merger Agreement. Once a stockholder has provided the Payment Agent with any documentation required by the Payment Agent, the Payment Agent will pay the stockholder the appropriate portion of the aggregate Per Share Price in exchange for the shares of Squarespace Common Stock held by that stockholder. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

• After the Merger is completed, you will have the right to receive the Per Share Price for each share of Squarespace Common Stock that you own as of immediately prior to the Effective Time, but you will no longer have any rights as a stockholder (except that record holders and beneficial owners of Squarespace Common Stock who have neither voted in favor of the Merger nor consented thereto in writing, who have properly demanded appraisal of such shares of Squarespace Common Stock pursuant to, and in accordance with, Section 262 of the DGCL, and who do not validly withdraw or otherwise lose their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described in the section of this proxy statement captioned “Appraisal Rights”).

Treatment of Squarespace Options. The Merger Agreement provides for the following treatment of Squarespace Options at the Effective Time:

• Vested Squarespace Options. Each outstanding Squarespace Option (other than any Squarespace Option with a per share exercise price at or above the Per Share Price (each, an “Out-of-the-Money Option”)) that is vested by its terms as of the Effective Time will be cancelled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of the excess of the Per Share Price over the applicable exercise price per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option, and

6

any vested Out-of-the Money Options will be cancelled at the Effective Time for no consideration. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the date on which the closing occurs (the “Closing Date”).

• Unvested Squarespace Options. Each outstanding Squarespace Option (other than any Out-of-the-Money Option) that is not vested as of the Effective Time will be converted into a contractual right to receive a payment in an amount of cash equal to the product of the excess of the Per Share Price over the applicable exercise per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option (each, a “Converted Option Award”), and any unvested Out-of-the Money Option will be cancelled at the Effective Time for no consideration. Each Converted Option Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace Option immediately prior to the Effective Time.

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

• Vested Squarespace RSUs, Vested Squarespace PSUs and Awards Held by Non-Employees. Each outstanding Squarespace RSU and Squarespace PSU that is either vested by its terms as of the Effective Time or held by a non-employee of Squarespace will be converted into the right to receive a lump sum cash payment, without interest, equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date.

• Unvested Squarespace RSUs and PSUs. Each outstanding Squarespace RSU and Squarespace PSU (other than Forfeited Squarespace PSUs, as defined below) that is not vested by its terms as of the Effective Time (other than any such award held by a non-employee of Squarespace) will be converted into the contractual right to receive a payment in an amount of cash equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU (with the number of shares of Squarespace Common Stock subject to Squarespace PSUs determined in accordance with the applicable award agreement prior to the closing) (each, a “Converted Full Value Award”). Each Converted Full Value Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace RSU or Squarespace PSU, as applicable, immediately prior to the Effective Time.

• Forfeited Squarespace PSUs. Each outstanding Squarespace PSU that is scheduled to automatically forfeit as of the Effective Time pursuant to its terms will be forfeited as of the Effective Time for no consideration (each, a “Forfeited Squarespace PSU”).

For more information about the treatment of Squarespace Equity Awards, see the sections of this proxy statement captioned “Special Factors—Certain Effects of the Merger,” “The Merger Agreement—Merger Consideration—Equity Awards” and “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger.”

Certain Effects on Squarespace if the Merger is Not Completed

• If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approvals, or if the Merger is not completed for any other reason, Squarespace’s stockholders will not receive any payment for their shares of Squarespace Common Stock in connection with the Merger. Instead, (1) Squarespace will remain an independent public company, (2) Squarespace Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Squarespace will continue to file periodic reports with the SEC. For more information, see the section of this proxy statement captioned “Special Factors—Certain Effects on Squarespace if the Merger is Not Completed.”

7

Interests of Squarespace’s Directors and Executive Officers in the Merger

In considering the recommendations of the Special Committee and the Squarespace Board with respect to the Merger, you should be aware that, aside from their interests as holders of Squarespace Common Stock, Squarespace’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In particular:

• Certain members of the Squarespace Board received and are entitled to receive compensation for their service on the Special Committee;

• Squarespace’s directors and officers are entitled to continued indemnification and insurance coverage under the Merger Agreement and indemnification agreements between such individuals and Squarespace;

• Each of Squarespace’s executive officers (other than Anthony Casalena, Squarespace’s Chief Executive Officer) is party to an employment agreement with Squarespace that provides for severance payments and benefits in the event of an involuntary termination (as defined in the section of this proxy statement captioned “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits under Existing Agreements”);

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

• Anthony Casalena, Squarespace’s Chief Executive Officer, (i) will be the Chief Executive Officer of the Surviving Corporation as of the consummation of the Merger and (ii) together with the Casalena Rollover Stockholders, entered into a Support Agreement with Squarespace and Parent, pursuant to which the Casalena Rollover Stockholders agreed, among other things, to contribute a portion of the shares of Squarespace Common Stock owned by them to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, solely as a result of such contribution and exchange, Mr. Casalena (together, as applicable, with his affiliates) will own approximately 33.4% of such direct or indirect parent company following the consummation of such contribution and exchange and will have certain governance rights with respect to such direct or indirect parent company following the consummation of the Merger. As of the date of this proxy statement, none of Squarespace’s executive officers (other than Anthony Casalena) have reached an understanding on potential employment with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates), or entered into any definitive agreements or arrangements regarding employment with the Surviving Corporation or with Parent or Merger Sub (or any of their respective affiliates) to be effective following the consummation of the Merger; and

• Mr. Levy is a member of the Squarespace Board and an employee of an entity affiliated with General Atlantic and Mr. Braccia is a member of the Squarespace Board and an employee of an entity affiliated with the Accel Rollover Stockholders, and, each of the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders entered into a Support Agreement with Squarespace and Parent, pursuant to which each such Rollover Stockholder agreed, among other things, to contribute a portion of the shares of Squarespace Common Stock it owns to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, solely as a result of such contribution and exchange, each of the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 8.5% and 0.5%, respectively, of such direct or indirect parent company, following the consummation of such contribution and exchange (with respect to the Accel Rollover Stockholders this does not reflect the Accel Equity Commitment).

The Special Committee and the Squarespace Board were aware of and considered these interests to the extent that they existed at the time, among other matters. For a more detailed description of the interests of Squarespace’s executive officers and directors in the Merger, see “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger.”

8

The Support Agreements

• On May 13, 2024, Casalena, the General Atlantic Rollover Stockholder and Accel, who beneficially owned approximately 75.7%, 10.6% and 2.6%, respectively, of the voting power of the outstanding shares of Squarespace Common Stock as of June 30, 2024, each entered into a Support Agreement with Squarespace and Parent, pursuant to which each of the Rollover Stockholders agreed, among other things, to vote all of their shares of Squarespace Common Stock in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. In addition, pursuant to the Support Agreements and subject to the terms and conditions described in the section of this proxy statement captioned “Special Factors—Financing of the Merger”, among other things, the Rollover Stockholders will each contribute a portion of the shares of Squarespace Common Stock it owns to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, solely as a result of such contribution and exchange, each of Casalena, the General Atlantic Rollover Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 33.4%, 8.5% and 0.5%, respectively, of such direct or indirect parent company, following the consummation of such contribution and exchange (with respect to the Accel Rollover Stockholders this approximate ownership percentage does not reflect the Accel Equity Commitment). As a result of the Merger, the shares of Squarespace Common Stock contributed to such direct or indirect parent company of Squarespace by the Rollover Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.

• Additionally, pursuant to the Support Agreements, among other things, the Rollover Stockholders are prohibited from transferring any of the shares subject to the Support Agreements (unless to certain permitted affiliates) while the Support Agreements are in effect.

• Additionally, pursuant to their respective Support Agreements, among other things, the Rollover Stockholders irrevocably and unconditionally waived, and agreed not to assert, any appraisal rights in connection with the Merger.

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

U.S. Federal Income Tax Considerations of the Merger

• For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the section of this proxy statement captioned, “Special Factors—U.S. Federal Income Tax Considerations of the Merger”) in exchange for such U.S. Holder’s shares of Squarespace Common Stock in the Merger will be a taxable transaction. In general, such U.S. Holder’s gain or loss will be an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives pursuant to the Merger and such U.S. Holder’s adjusted tax basis in the shares of Squarespace Common Stock surrendered in the Merger.

• A Non-U.S. Holder (as defined under the section of this proxy statement captioned, “Special Factors— U.S. Federal Income Tax Considerations of the Merger”), who exchanges shares of Squarespace Common Stock for cash in the Merger will generally not be subject to U.S. federal income tax with respect to such exchange unless such Non-U.S. Holder has certain connections with the United States.

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

• Holders of Squarespace Common Stock should consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

9

Restrictions on Solicitation of Other Acquisition Offers

• During the period beginning on May 13, 2024 and continuing until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Squarespace is subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals (as defined under the section of this proxy statement captioned, “The Merger Agreement—Solicitation of Other Offers”) from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision that allows Squarespace and the Special Committee, under certain specified circumstances and after entry into an Acceptable Confidentiality Agreement (as defined under the section of this proxy statement captioned, “The Merger Agreement—Solicitation of Other Offers”), to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an Acquisition Proposal if the Special Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal (as defined under the section of this proxy statement captioned, “The Merger Agreement—Solicitation of Other Offers”), and the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law, and promptly provides to Parent any non-public information concerning Squarespace that is provided to the third party making such Acquisition Proposal that was not previously provided to Parent. For more information, see the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers.”

• Squarespace is not entitled to terminate the Merger Agreement to enter into an agreement for a Superior Proposal unless it complies with certain procedures in the Merger Agreement, including providing certain information regarding the Superior Proposal to Parent and engaging in good faith negotiations with Parent during a specified period. If Squarespace terminates the Merger Agreement in order to accept a Superior Proposal from a third party, it must pay a termination fee to Parent. For more information, see the section of this proxy statement captioned “The Merger Agreement—Recommendation Changes.”

Change in the Squarespace Board’s Recommendation

• The Squarespace Board (or a committee thereof, including the Special Committee) may not amend, modify or withdraw its recommendation that Squarespace’s stockholders adopt the Merger Agreement or take certain similar actions other than, under certain circumstances, if the Squarespace Board, acting upon the recommendation of the Special Committee, or the Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law and the Squarespace Board, acting upon the recommendation of the Special Committee, or the Special Committee complies with the terms of the Merger Agreement.

• Moreover, neither the Squarespace Board, acting upon the recommendation of the Special Committee, nor the Special Committee may withdraw the Squarespace Board’s recommendation that Squarespace’s stockholders adopt the Merger Agreement or take certain similar actions unless the Squarespace Board complies with certain procedures in the Merger Agreement, including engaging in good faith negotiations with Parent during a specified period. If Squarespace or Parent terminates the Merger Agreement under certain circumstances, including because the Squarespace Board, acting upon the recommendation of the Special Committee, or the Special Committee, amends, modifies or withdraws the Squarespace Board’s recommendation that Squarespace’s stockholders adopt the Merger Agreement, then Squarespace must pay to Parent a termination fee.

• For more information, see the section of this proxy statement captioned “The Merger Agreement—Recommendation Changes.”

Fee Funding Agreement

• Pursuant to the Fee Funding Agreement, subject to the terms and conditions contained therein, each Permira Investor has agreed to pay a portion of the payment of: (a) the aggregate amount of the Parent Termination Fee (as defined below under this proxy statement captioned, “—Termination Fees and Remedies”) solely if and when payable by Parent pursuant to the Merger Agreement and (b) certain enforcement and interest

10

expenses and reimbursement obligations of Parent pursuant to the Merger Agreement. The obligations of the Permira Investors under the Fee Funding Agreement are subject to an aggregate cap equal to $252,816,666.67. For more information, please see the section of this proxy statement captioned “Special Factors—Fee Funding Agreement.”

• Financing of the Merger. The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

• Equity Financing: In connection with the financing of the Merger, (i) the Permira Investors, Parent and certain affiliates of Parent entered into an Equity Commitment Letter (as amended, the “Permira Investors Equity Commitment Letter”), pursuant to which, subject to the terms and conditions therein, the Permira Investors will provide Parent with an equity commitment of up to $2,426,000,000 in cash in the aggregate, in accordance with the respective commitment percentages of the Permira Investors set forth therein, which may be reduced in accordance with the terms set forth in the Equity Commitment Letter (the “Permira Investors Equity Commitment”), and (ii) the Accel Investors, Parent and certain affiliates of Parent entered into an Equity Commitment Letter (as amended, the “Accel Investors Equity Commitment Letter” and, together with the Permira Investors Equity Commitment Letter, the “Equity Commitment Letters”), pursuant to which, subject to the terms and conditions therein, the Accel Investors will provide Parent with an equity commitment of up to $400,000,000 in cash in the aggregate, in accordance with the respective commitment percentage of the Accel Investors, which may be reduced in accordance with the terms set forth in the Accel Investors Equity Commitment Letter (the “Accel Equity Commitment” and together with the Permira Investors Equity Commitment, the “Equity Financing”). The applicable parties are in the process of amending the Permira Investors Equity Commitment Letter to provide for an equity commitment of up to $2,327,091,488.93 and the Accel Investors Equity Commitment Letter to provide for an equity commitment of up to $382,643,173.91, in each case in connection with the increase in the size of the Term Facility (as defined below). Squarespace is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitments under the Equity Commitment Letters by the Equity Investors to be funded to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against such Equity Investor to perform its funding obligations under the Permira Investors Equity Commitment Letter or the Accel Investors Equity Commitment Letter, as applicable, in each case subject to the satisfaction of the applicable conditions.

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

• Rollover Equity: Concurrently with the execution and delivery of the Merger Agreement, Squarespace and Parent entered into the Casalena Support Agreement with Casalena, the General Atlantic Support Agreement with the General Atlantic Rollover Stockholder and the Accel Support Agreement with Accel. Pursuant to the Support Agreements, among other things, each of the Rollover Stockholders will contribute a portion of the shares of Squarespace Common Stock owned by the Rollover Stockholders to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent, which contribution and exchange will happen immediately prior to the Closing and, as a result of such contribution and exchange, the Casalena Rollover Stockholders, the General Atlantic Rollover

11

Stockholder and the Accel Rollover Stockholders (together, as applicable, with their respective affiliates) will own approximately 50.8% of such direct or indirect parent company following the consummation of such contribution and exchange and the investment pursuant to the Accel Investors Equity Commitment Letter and the investment pursuant. As a result of the Merger, the shares of Squarespace Common Stock contributed to such direct or indirect parent company of Parent by the Rollover Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.

• For more information, please see the section of this proxy statement captioned “Special Factors—Financing of the Merger.”

Conditions to the Closing of the Merger

• Obligations of Parent, Merger Sub and Squarespace. The obligations of Parent, Merger Sub and Squarespace, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including:

• the adoption of the Merger Agreement by the Requisite Stockholder Approvals (which shall not be waivable);

• the expiration or termination of the waiting periods applicable to the Merger pursuant to the HSR Act and any extensions thereof (which waiting period expired at 11:59 p.m., Eastern time, on June 27, 2024);

• the expiration of the phase one review period or issuance of an approval decision pursuant to the Austrian Federal Act against Cartels and other Restrictions of Competition of 2005, as amended (the “Austrian Federal Cartel Act”) (which phase one review period expired on June 21, 2024 and Austrian merger control clearance was received on June 21, 2024); and

• no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any governmental authority preventing the consummation of the Merger shall be in effect, nor shall any action have been taken by any such governmental authority, and no statute, rule, regulation or order shall have been enacted, entered, enforced or deemed applicable to the Merger that, in each case, prohibits, makes illegal, or enjoins the consummation of the Merger.

• Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:

• the accuracy of the representations and warranties of Squarespace in the Merger Agreement, subject to applicable materiality or other qualifiers, as of certain dates set forth in the Merger Agreement;

• Squarespace having performed and complied in all material respects with all covenants under the Merger Agreement required to be performed and complied with by it at or prior to the closing of the Merger;

• receipt by Parent and Merger Sub of a customary closing certificate of Squarespace; and

• no Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) having occurred after the date of the Merger Agreement.

• Obligations of Squarespace. The obligations of Squarespace to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:

• the accuracy of the representations and warranties of Parent and Merger Sub in the Merger Agreement, subject to applicable materiality or other qualifiers, as of certain dates set forth in the Merger Agreement;

• Parent and Merger Sub having performed and complied in all material respects with all covenants under the Merger Agreement required to be performed and complied with by Parent and Merger Sub at or prior to the closing of the Merger; and

• the receipt by Squarespace of a customary closing certificate of Parent and Merger Sub.

12

• For more information, see the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.”

Termination Fees and Remedies

• Payment of Company Termination Fee by Squarespace. Upon termination of the Merger Agreement, and as further described in the section of this proxy statement captioned “The Merger Agreement—Company Termination Fee,” under specified circumstances, including Squarespace terminating the Merger Agreement to enter into an Alternative Acquisition Agreement (as defined under the section of this proxy statement captioned, “The Merger Agreement—Solicitation of Other Offers”) with respect to a Superior Proposal or Parent terminating the Merger Agreement due to a Recommendation Change (as defined under the section of this proxy statement captioned, “The Merger Agreement—Recommendation Changes”), in each case, pursuant to and in accordance with the “fiduciary out” provisions of the Merger Agreement, Squarespace will be required to pay Parent the Company Termination Fee of $198,700,000 (the “Company Termination Fee”). The Company Termination Fee will also be payable by Squarespace if the Merger Agreement is terminated under certain circumstances and prior to such termination, an Acquisition Proposal for an Acquisition Transaction (as defined under the section of this proxy statement captioned, “The Merger Agreement—Solicitation of Other Offers”) has been made to Squarespace or has been publicly announced or disclosed and not irrevocably withdrawn or otherwise abandoned and any Acquisition Transaction is consummated or Squarespace enters into an agreement providing for the consummation of any Acquisition Transaction within twelve months after the termination.

• Payment of Parent Termination Fee by Parent. Upon termination of the Merger Agreement, and as further described in the section of this proxy statement captioned “The Merger Agreement—Parent Termination Fee,” under specified circumstances, Parent will be required to pay Squarespace the Parent Termination Fee of $231,816,666.67 (the “Parent Termination Fee”).

• Specific Performance. Parent, Merger Sub and Squarespace are entitled, in addition to any other remedy to which they are entitled at law or equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement. Squarespace has the right, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letters, to an injunction, specific performance or other equitable remedies in connection with enforcing Parent and Merger Subs’ equity financing to be funded to fund the Merger.

• For more information, see the sections of this proxy statement captioned “The Merger Agreement—Company Termination Fee” and “The Merger Agreement—Parent Termination Fee.”

Appraisal Rights

• If the Merger is consummated, holders of record or beneficial owners of Squarespace Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Squarespace Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares prior to the vote on the Merger Proposal at the Special Meeting, (4) meet certain statutory requirements described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

• This means that these holders of record and beneficial owners may be entitled to have their shares of Squarespace Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Squarespace Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of

13

Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to persons entitled to appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, any persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares. For more information, see the section of this proxy statement captioned “Appraisal Rights—Determination of Fair Value.”

• To exercise appraisal rights, a holder of record or a beneficial owner of Squarespace Common Stock must (1) submit a written demand for appraisal of such holder’s or beneficial owner’s shares of Squarespace Common Stock to Squarespace before the vote is taken on the Merger Proposal at the Special Meeting, (2) not vote, in person or by proxy, in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (3) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) the subject shares of Squarespace Common Stock through the effective date of the Merger, (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL, and (5) not withdraw the appraisal demand or otherwise lose his, her or its rights to appraisal. If you are a beneficial owner of shares of Squarespace Common Stock and you wish to exercise your appraisal rights in such capacity, in addition to the foregoing requirements, your demand for appraisal must also (1) reasonably identify the holder of record of the shares of Squarespace Common Stock for which the demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by the Surviving Corporation hereunder and to be set forth on the verified list required by Section 262(f) of DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Litigation Relating to the Merger

• As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. For a more detailed description of litigation relating to the Merger, see the section of this proxy statement captioned “Special Factors—Litigation Relating to the Merger.”

14

QUESTIONS AND ANSWERS

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

Q:
Why am I receiving these materials?

A:
On May 13, 2024, Squarespace entered into the Merger Agreement. Under the Merger Agreement, Parent will acquire all of the outstanding shares of Squarespace Common Stock for the aggregate Per Share Price. In order to complete the Merger, Squarespace’s stockholders must vote to adopt and approve the Merger Agreement at the Special Meeting pursuant to the Requisite Stockholder Approvals. This approval is a condition to the consummation of the Merger. See the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.” The Squarespace Board is furnishing this proxy statement and form of proxy card to the holders of shares of Squarespace Common Stock as of the Record Date in connection with the solicitation of proxies of Squarespace’s stockholders to be voted at the Special Meeting.

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

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

Q:
What is the Merger and what effects will it have on Squarespace?

A:
The Merger is the acquisition of Squarespace by Parent. If the Merger Proposal is approved by Squarespace’s stockholders pursuant to the Requisite Stockholder Approvals and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Squarespace, with Squarespace continuing as the Surviving Corporation. As a result of the Merger, Squarespace will become a wholly owned subsidiary of Parent, and Squarespace Class A Common Stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Squarespace Class A Common Stock will be deregistered under the Exchange Act, and Squarespace will no longer file periodic reports with the SEC.

Q:
What will I receive if the Merger is completed?

A:
Upon completion of the Merger, you will be entitled to receive the Per Share Price, without interest and less any applicable withholding taxes, for each share of Squarespace Common Stock that you own as of immediately prior to the Effective Time, unless you have properly perfected and exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of Squarespace Common Stock as of immediately prior to the Effective Time, you will be entitled to receive $4,400 in cash in exchange for your shares of Squarespace Common Stock, without interest and less any applicable withholding taxes.

Q:
How does the Per Share Price compare to the market price of Squarespace Common Stock?

A:
This amount represents an approximately 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, as well as a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024.

15

Q:
What will happen to Squarespace Equity Awards?

A:
Generally speaking, Squarespace Equity Awards will be treated as follows at the Effective Time:

• Each outstanding Squarespace Option (other than any Out-of-the-Money Option) that is vested by its terms as of the Effective Time will be cancelled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of the excess of the Per Share Price over the applicable exercise price per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date.

• Each outstanding Squarespace Option (other than any Out-of-the-Money Option) that is not vested as of the Effective Time will be converted into a Converted Option Award, which is the contractual right to receive a payment in an amount of cash equal to the product of the excess of the Per Share Price over the applicable exercise per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option. Each Converted Option Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace Option immediately prior to the Effective Time.

• Any outstanding Out-of-the Money Options, whether vested or unvested, will be cancelled at the Effective Time for no consideration.

• Each outstanding Squarespace RSU and Squarespace PSU that is either vested by its terms as of the Effective Time or held by a non-employee of Squarespace will be converted into the right to receive a lump sum cash payment, without interest, equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date.

• Each outstanding Squarespace RSU and Squarespace PSU (other than Forfeited Squarespace PSUs) that is not vested by its terms as of the Effective Time (other than any such award held by a non-employee of Squarespace) will be converted into a Converted Full Value Award, which is the contractual right to receive a payment in an amount of cash equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU (with the number of shares of Squarespace Common Stock subject to Squarespace PSUs determined in accordance with the applicable award agreement prior to the closing). Each Converted Full Value Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace RSU or Squarespace PSU, as applicable, immediately prior to the Effective Time.

• Each Forfeited Squarespace PSU will be forfeited as of the Effective Time for no consideration.

Q:
What am I being asked to vote on at the Special Meeting?

A:
You are being asked to vote on the following proposals:

• The Merger Proposal: the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Squarespace, with Squarespace continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent;

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

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

Q:
When and where is the Special Meeting?

A:
The Special Meeting will take place virtually on September 20, 2024, at 9:00 A.M. Eastern time. You may attend the Special Meeting solely via a live interactive webcast on the Internet at

16

www.virtualshareholdermeeting.com/SQSP2024SM. You will be able to listen to the Special Meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Q:
Who is entitled to vote at the Special Meeting?

A:
All of Squarespace’s stockholders as of the close of business on August 19, 2024, which is the Record Date for the Special Meeting, are entitled to vote their shares of Squarespace Common Stock at the Special Meeting. As of June 30, 2024, there were 138,475,404 shares of Squarespace Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Squarespace Class A Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special Meeting. For each share of Squarespace Class B Common Stock that you own as of the close of business on the Record Date, you will have ten votes on each matter submitted for a vote at the Special Meeting.

Q:
What vote is required to approve the Merger Proposal?

A:
Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders, (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock , and (4) holders of a majority of the outstanding shares of Class B Common Stock .

Q:
What vote is required to approve each of (1) the Compensation Proposal and (2) the Adjournment Proposal?

A:
Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of Squarespace Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal. This vote will be on a non-binding, advisory basis.

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

Q:
What happens if I fail to vote or abstain from voting on a proposal?

A:
If you (1) are a stockholder of record and fail to submit a validly executed proxy card, grant a proxy over the internet or by telephone, or vote your shares at the Special Meeting, or if you (2) hold in “street name” and you fail to instruct your broker, bank or other nominee on how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and such failure to vote will have the same effect as voting “AGAINST” the Merger Proposal, but will not have any effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal (assuming a quorum is present).

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

Q:
How will Squarespace’s directors and executive officers and certain other stockholders vote on the Merger Proposal?

A:
Squarespace’s directors and executive officers have informed Squarespace that, as of the date of this proxy statement, they intend to vote all of the shares of Squarespace Common Stock owned directly by them in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. As of June 30, 2024, Squarespace’s directors and executive officers beneficially owned, in the aggregate, 60,441,520 shares of Squarespace Common Stock, collectively representing approximately 78.5% of the voting power of the shares of Squarespace Common Stock outstanding as of June 30, 2024. For more information, see the section of this proxy statement captioned “Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger.”

17

The Rollover Stockholders, who in the aggregate beneficially owned approximately 90% of the voting power of the outstanding shares of Squarespace Common Stock as of June 30, 2024, entered into the Support Agreements, pursuant to which the Rollover Stockholders each agreed to vote all of their respective shares in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. However, approval of the Merger Proposal requires the affirmative vote of the (1) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders (as defined below), (2) holders of a majority in voting power of the outstanding shares of Squarespace Common Stock, (3) holders of a majority of the outstanding shares of Class A Common Stock, and (4) holders of a majority of the outstanding shares of Class B Common Stock. For more information, see the sections of this proxy statement captioned “Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger” and “The Support Agreements,” as well as the full text of the Support Agreements, attached as Annex C, Annex D and Annex E to this proxy statement, which are incorporated by reference in this proxy statement in their entirety.

Q:
What do I need to do now?

A:
We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that Squarespace refers to in this proxy statement carefully and consider how the Merger affects you. Then, even if you expect to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), or sign, date and return by mail, as promptly as possible, the enclosed proxy card, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

Q:
What is the Special Committee, and what role did it play in evaluating the Merger?

A:
The Squarespace Board formed the Special Committee to consider, review, evaluate and negotiate potential strategic alternatives, including a possible sale of Squarespace and provide a recommendation to the Squarespace Board as to whether or not to approve any such transaction. The Special Committee is comprised solely of members of the Squarespace Board who were determined by the Squarespace Board to be independent of and disinterested with respect to Casalena, General Atlantic and Accel. As more fully described in the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board,” the Special Committee evaluated the Merger Agreement, the Support Agreements, the Fee Funding Agreement, the Equity Commitment Letters and the transactions contemplated by the Merger Agreement, including the Merger, with the assistance of its own independent financial and legal advisors and, where appropriate, Squarespace management and Squarespace’s outside legal advisor. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its stockholders, (2) recommended that the Squarespace Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit to Squarespace’s stockholders, and recommend the adoption of, the Merger Agreement. The Squarespace Board, acting upon the recommendation of the Special Committee, (1) determined that the Merger Agreement is the best interests of Squarespace and its stockholders, (2) declared the Merger Agreement and the consummation of the Merger and the transaction contemplated thereby advisable, (3) approved the execution and delivery of the Merger Agreement by Squarespace, the performance by Squarespace of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement, (4) resolved to submit the Merger Agreement to Squarespace’s stockholders for adoption and (5) recommended that Squarespace’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Q:
How does the Squarespace Board recommend that I vote?

A:
The Squarespace Board, acting upon the unanimous recommendation of the Special Committee, unanimously recommends that you vote:

• “FOR” the approval of the Merger Proposal;

• “FOR” the approval of the Compensation Proposal; and

• “FOR” the approval of the Adjournment Proposal.

18

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

Q:
What happens if the Merger is not completed?

A:
If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approvals, or if the Merger is not completed for any other reason, Squarespace’s stockholders will not receive any payment for their shares of Squarespace Common Stock. Instead: (1) Squarespace will remain an independent public company, (2) Squarespace Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Squarespace will continue to file periodic reports with the SEC.

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

Q:
What is the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger?

A:
The compensation that will or may become payable by Squarespace to Squarespace’s named executive officers in connection with the Merger is certain compensation that is based on or otherwise relates to the Merger and payable to certain of Squarespace’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature. Compensation not described in the preceding sentence that will or may become payable by Parent or its affiliates (including, following the consummation of the Merger, the Surviving Corporation) to Squarespace’s named executive officers in connection with or following the Merger is not subject to this advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: The Compensation Proposal.”

Q:
Why am I being asked to cast a vote to approve the compensation that will or may become payable by Squarespace to its named executive officers in connection with the Merger?

A:
Squarespace is required by SEC rules to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by Squarespace to its named executive officers that is based on or otherwise relates to the Merger. Approval of these compensation arrangements is not required to consummate the Merger.

Q:
What will happen if Squarespace’s stockholders do not approve the Compensation Proposal?

A:
Approval of the compensation that will or may become payable by Squarespace to its named executive officers that is based on or otherwise relates to the Merger is not a condition to consummation of the Merger. The vote is an advisory vote and will not be binding on Squarespace or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

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

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares are registered directly in your name with Squarespace’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Squarespace. As a stockholder of record, you may attend the Special Meeting and vote your shares at the Special Meeting using the control number on the enclosed proxy card.

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

19

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

Q:
If my broker holds my shares in “street name,” will my broker vote my shares for me?

A:
No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares.

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

Q:
How may I vote?

A:
If you are a stockholder of record (that is, if your shares of Squarespace Common Stock are registered in your name with Computershare Trust Company, N.A., Squarespace’s transfer agent), there are four ways to submit a proxy or vote:

• by visiting the internet address on your proxy card and following the instructions;

• by calling the toll-free (within the United States or Canada) phone number on your proxy card and following the instructions;

• by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

• by attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.

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

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

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

Q:
May I attend the Special Meeting and vote at the Special Meeting?

A:
Yes. You may attend the Special Meeting via live interactive webcast on the internet at www.virtualshareholdermeeting.com/SQSP2024SM. You will be able to listen to the Special Meeting live and vote online. The Special Meeting will begin at 9:00 A.M. Eastern time, on September 20, 2024. Online check-in will begin a few minutes prior to the Special Meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). As the Special Meeting is virtual, there will be no physical meeting location.

20

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

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

Q:
Why did Squarespace choose to hold a virtual Special Meeting?

A:
The Squarespace Board decided to hold the Special Meeting virtually in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. Squarespace believes this is the right choice for a company with a global footprint. A virtual Special Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information, while saving Squarespace and its stockholders time and money. Squarespace also believes that the online tools that it has selected will increase stockholder communication. Squarespace has designed its virtual format to enhance, rather than constrain, stockholder access, participation and communication.

Q:
What is a proxy?

A:
A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Squarespace Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Squarespace Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the Internet in the same manner as if you had signed, dated and returned a proxy card. Courtenay O’Connor and Nathan Gooden, each with full power of substitution and re-substitution, have been designated as proxy holders for the Special Meeting by the Squarespace Board.

Q:
May I change my vote after I have submitted my proxy card?

A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the Special Meeting by:

• submitting another validly executed proxy card with a later date and returning it to Squarespace prior to the Special Meeting;

• submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

• delivering a written notice of revocation to Squarespace’s Secretary; or

• attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.

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

Q:
If a stockholder gives a proxy, how are the shares voted?

A:
Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card, with full power of substitution and re-substitution, will vote your shares in the way that you direct.

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

21

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

Q:
Should I send in my stock certificates now?

A:
No. After the Merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the Payment Agent in order to receive the appropriate cash payment for the shares of Squarespace Common Stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of Squarespace Common Stock in book-entry form, the Payment Agent will pay you the appropriate portion of the aggregate Per Share Price (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” (or such other evidence of transfer as the Payment Agent may reasonably request) and any other items specified by the Payment Agent.

Q:
What happens if I sell or transfer my shares of Squarespace Common Stock after the Record Date but before the Special Meeting?

A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the expected effective date of the Merger. If you sell or transfer your shares of Squarespace Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Squarespace in writing of such special arrangements, you will transfer the right to receive the Per Share Price with respect to such shares, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of Squarespace Common Stock after the Record Date, Squarespace encourages you to sign, date and return the enclosed proxy card or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

Q:
What should I do if I receive more than one set of voting materials?

A:
Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

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

Q:
Where can I find the voting results of the Special Meeting?

A:
Squarespace intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting. All reports that Squarespace files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find Additional Information.”

Q:
Will I be subject to U.S. federal income tax upon the exchange of Squarespace Common Stock for cash pursuant to the Merger?

A:
The exchange of Squarespace Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “Special Factors—U.S. Federal Income Tax Considerations of the Merger”) who exchanges shares of Squarespace Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares pursuant to the Merger and the U.S. Holder’s adjusted tax basis in such shares. A Non-U.S. Holder (as defined in the section of this

22

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

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

Q:
When do you expect the Merger to be completed?

A:
Squarespace currently expects to complete the Merger by the fourth quarter of 2024. However, the exact timing of completion of the Merger, and whether it will be completed at all, cannot be known with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of the control of Squarespace.

Q:
What governmental and regulatory approvals are required?

A:
Under the terms of the Merger Agreement, the Merger cannot be completed until the waiting periods and any extensions thereto applicable to the Merger under the HSR Act and the Austrian Federal Cartel Act have expired or been terminated. The waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on June 27, 2024. The phase one review period pursuant to the Austrian Federal Cartel Act expired on June 21, 2024 and Austrian merger control clearance was received on June 21, 2024.

Q:
Am I entitled to appraisal rights under the DGCL?

A:
If the Merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, holders of record and beneficial owners of Squarespace Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Squarespace Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares prior to the vote on the Merger Proposal at the Special Meeting, (4) meet certain statutory requirements as described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that such holders of record and beneficial owners will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Squarespace Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to each person seeking appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Q:
Do any of Squarespace’s directors or officers have interests in the Merger that may differ from those of Squarespace’s stockholders generally?

A:
Yes. In considering the recommendations of the Special Committee and the Squarespace Board with respect to the Merger, you should be aware that, aside from their interests as holders of Squarespace Common Stock,

23

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

Q:
Who can help answer my questions?

A:
If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of Squarespace Common Stock, please contact Squarespace’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, New York 10022

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

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

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

24

SPECIAL FACTORS

Background of the Merger

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

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

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

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

On November 18, 2022, January 26, 2023 and July 25, 2023, Mr. Casalena met with Mr. Erlong and they generally discussed Squarespace’s business and Permira’s business as a private equity investor. The parties did not discuss the terms of a potential transaction involving Squarespace during these meetings, though Permira did inquire during the January 26, 2023 meeting whether Squarespace would ever be interested in an acquisition transaction. On February 3, 2023, Mr. Casalena informed Permira that Squarespace was not interested in an acquisition transaction at that time.

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

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

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

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

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

On February 13, 2024, Mr. Erlong called Mr. Casalena to let him know an affiliate of Permira would be sending a formal proposal for a potential strategic transaction. Shortly after such call, Squarespace received a non-binding letter

25

from an affiliate of Permira indicating Permira’s interest in acquiring Squarespace for $40.50 per share in cash, which was a 28% premium to Squarespace’s closing share price as of February 13, 2024, a 35% premium to Squarespace’s 90-day volume weighted average closing price and a 37% premium to Squarespace’s 52-week volume weighted average closing price (the “February Proposal”). The February Proposal indicated that Permira would welcome a roll-over or co-investment from Squarespace management at the appropriate time and that Permira was willing to partner with other existing Squarespace investors in connection with a potential transaction. The February Proposal also provided that if existing investors were interested in a roll-over of equity in a transaction with Permira, Permira would condition the transaction on approval by a special committee composed of independent directors of the Squarespace Board and a majority vote of the Unaffiliated Company Stockholders. Squarespace’s Class A Common Stock closed trading on February 13, 2024 at $31.61 per share.

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

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

On February 22, 2024, the Squarespace Board held a meeting, also attended by members of management of Squarespace, and representatives of JPM and Skadden. Representatives of JPM discussed the February Proposal and certain process considerations. After the representatives of JPM left the meeting, Mr. Casalena further discussed with the Squarespace Board his prior interactions with Permira and its representatives, including discussions with respect to Permira’s potential interest in a transaction with Squarespace. Representatives of Skadden advised the Squarespace Board about a potential strategic review process and the role of a special committee in such a process. Mr. Casalena stated that, in light of the February Proposal and his controlling equity interest in Squarespace, if the Squarespace Board determined to consider a potential transaction, he would be supportive of the formation of a special committee comprised of independent and disinterested directors and conditioning any transaction on the approval of such special committee as well as a majority of the Unaffiliated Company Stockholders. Representatives of Skadden discussed with the Squarespace Board information relevant to assessing the independence of the proposed members of such a committee, Michael Fleisher, Jonathan Klein and Neela Montgomery, including their independence with respect to Permira as well as Mr. Casalena, General Atlantic and Accel in light of the fact that the February Proposal indicated that Permira would consider participation in a transaction by existing Squarespace investors, and the Squarespace Board determined that they were each independent and disinterested for purposes of serving on a special committee. After due consideration and given the potential for conflicts of interest between the Unaffiliated Company Stockholders on the one hand and existing Squarespace investors on the other hand, including Mr. Casalena, General Atlantic and Accel, to the extent such investors were to participate in a potential transaction by rolling their equity interests or otherwise, the Squarespace Board (i) authorized the formation of a special committee (the “Special Committee”), (ii) authorized the Special Committee to consider, review and evaluate any strategic transactions or alternatives thereto, (iii) designated Michael Fleisher, Jonathan Klein and Neela Montgomery to serve as members of the Special Committee, with Mr. Fleisher to serve as Chair of the Special Committee, (iv) delegated to the Special Committee all the powers of the Squarespace Board to evaluate, negotiate or determine not to proceed with and reject

26

any potential strategic transaction, (v) authorized the Special Committee to retain its own advisors, (vi) authorized and empowered the Special Committee to do all acts as may be necessary or appropriate in its judgment to carry out the duties of the Special Committee, including the power under Section 203 of the DGCL to authorize and approve any potential transaction or any alternative thereto for purposes of Section 203 of the DGCL and (vii) resolved that for so long as the Special Committee exists, the Squarespace Board would not approve or implement any strategic transaction unless the Special Committee, in its sole discretion, recommended such strategic transaction. Thereafter, the Squarespace Board determined to authorize JPM to inform Permira that the February Proposal was not sufficiently attractive for the Squarespace Board to pursue a transaction.

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

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

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

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

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

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

On March 15, 2024, the Special Committee held a meeting, attended by representatives of RLF and (for a portion of the meeting) Ms. O’Connor. During the meeting, the Special Committee members discussed the authority that had been delegated to the Special Committee to conduct the strategic review process and the role of the Special Committee’s advisors in that process. After Ms. O’Connor left the meeting, the Special Committee members

27

discussed the financial advisors the Special Committee had interviewed and determined to engage Centerview based on Centerview’s expertise, experience, qualifications, independence and reputation, subject to review of written relationship disclosures and negotiation of an engagement letter.

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

On March 19, 2024, Mr. Fleisher, Mr. Casalena, Ms. O’Connor and Nathan Gooden, the chief financial officer of Squarespace, and representatives of Centerview and RLF held an introductory meeting to discuss Squarespace and the roles of management and the various advisors in the strategic review process, including that the Special Committee and its advisors would lead the process. The group asked for Mr. Casalena’s views on the strategic review process and goals for Squarespace given his role as its chief executive officer and largest stockholder with a majority of the voting power of Squarespace. Mr. Casalena indicated that he would like to retain a substantial stake in Squarespace following any transaction and that continuing to have a significant voice in the governance and control of the day-to-day management of Squarespace was also important to him.

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

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

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

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

28

consideration by the Special Committee. After the Centerview representatives and Ms. O’Connor left the meeting, the Special Committee and the RLF representatives discussed the status of negotiations with Centerview regarding its engagement letter and reviewed Centerview’s relationship disclosures that had been previously provided to the Special Committee.

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

On March 26, 2024, the Special Committee held a meeting, attended by representatives of RLF and representatives of Centerview. The Special Committee members discussed Permira’s recent outreach to representatives of Squarespace (including Mr. Levy) and its advisors regarding its due diligence requests and determined to inform Permira that responses would be provided in due course and that further inquiries and requests should be directed to the Special Committee and its advisors. The Special Committee and its advisors discussed the list of potential bidders that had been prepared by Centerview and timing considerations with respect to the outreach process. The Special Committee and its advisors considered and discussed the merits and risks of contacting both the financial sponsors and the strategic buyers on Centerview’s list. The Special Committee and its advisors discussed the range of potential prices and types of transactions that would be reasonably attainable. The Special Committee determined that it would be unlikely that strategic buyers would be willing to engage in the process given that such parties had never before contacted Squarespace about a potential strategic transaction, coupled with Mr. Casalena’s desire to maintain a significant equity stake in, significant governance rights over, and control of the day-to-day management of, Squarespace following a potential transaction. The Special Committee also discussed the increased likelihood of leaks and disclosure of sensitive information to Squarespace’s competitors that could be associated with an outreach to strategic bidders. After further discussion, the Special Committee determined not to contact strategic buyers at this time given the low likelihood that such outreach would lead to a successful transaction and authorized Centerview to proceed to initiate outreach to eight prospective financial sponsors, consisting of Permira, Party A, Party B, Party C, Party D, Party E, Party F and Party G, which the Special Committee believed were the most likely to be interested in a potential strategic transaction with Squarespace and able to provide an attractive valuation. The Special Committee members and the Special Committee’s advisors discussed alternative methods to gauge interest from strategics as part of the Special Committee’s strategic review process, including the ability to potentially negotiate for a go-shop in the merger agreement. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(iii) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by Parent, Merger Sub and Squarespace with respect to the transactions contemplated by the Merger Agreement (including all exhibits and any amendments or supplements thereto, the “Schedule 13E-3”), of which this proxy statement forms a part.

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

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

On March 29, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview and (for a portion of the meeting) Ms. O’Connor. Ms. O’Connor reported that Squarespace’s management team was in the process of preparing a management presentation for the Special Committee to review, provide feedback on and, subject to the Special Committee’s prior approval, share with potential bidders after each such bidder executed a non-disclosure agreement with Squarespace (each, an “NDA”). Ms. O’Connor also reported that Squarespace was organizing and reviewing due diligence materials for prospective bidders to review after signing an NDA. After Ms. O’Connor left the meeting, representatives of Centerview provided an update on each of the potential bidders that Centerview had contacted at the Special Committee’s direction, including additional detail on the status of

29

discussions between Centerview and each of Permira, Party A, Party B, Party C, Party D, Party E, Party F and Party G, respectively. The Special Committee discussed whether to broaden the scope of initial outreach to financial sponsors and, after considering the risk of leaks and the low likelihood that other parties would be ready, willing and able to timely pursue a transaction that could be competitive with the February Proposal, determined not to contact any additional potential bidders at such time. The Special Committee members also discussed the overview of certain preliminary governance terms that Mr. Casalena had provided to the Special Committee on March 27, 2024 and timing considerations related to when and how best to share this information with potential bidders.

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

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

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

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

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

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

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

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

30

On April 9, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. A representative of Centerview reviewed an updated draft of the management presentation materials and noted that the long-range plan incorporated the feedback provided to Squarespace management by the Special Committee and Centerview during the Special Committee’s previous meeting. The Special Committee members discussed and asked questions about the long-range plan. After further discussion and due consideration, the Special Committee members approved the management presentation materials, including the long-range plan and financial projections for 2024 through 2027 included therein, and authorized them to be shared with potential bidders who had signed an NDA. The Special Committee members and the Special Committee’s advisors discussed the management presentation meeting that would be held with Permira later that day and Permira’s request for a dinner meeting with Mr. Casalena. The Special Committee members determined to support Mr. Casalena attending the dinner meeting with Permira representatives as long as it was also attended by a Centerview representative, but agreed that additional non-diligence related meetings should not occur until a bid at a price that the Special Committee was interested in considering had been submitted. The Special Committee members and their advisors discussed next steps in the process during which it was noted that General Atlantic had requested to review the management presentation materials with Squarespace’s management. The Special Committee determined that it would be willing to permit such discussions, subject to General Atlantic signing an NDA. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(iv) to the Schedule 13E-3 of which this proxy statement forms a part.

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

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

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

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

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

31

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

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

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

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

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

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

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

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

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

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

32

Special Committee. A representative of RLF reported that RLF would work with Skadden to prepare a draft of a merger agreement that could be shared with bidders after initial bids were submitted. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(v) to the Schedule 13E-3 of which this proxy statement forms a part.

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

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

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

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

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

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

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

On April 27, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. The Special Committee members and the Special Committee’s advisors reviewed and discussed the key terms of the April 26 Proposal submitted by Permira. Mr. Fleisher reported that he spoke with Mr. Casalena regarding the April 26 Proposal and Mr. Casalena explained that he was willing to consider rolling the portion of his equity contemplated

33

in the April 26 Proposal but that he did not think $42.50 per share was a sufficiently attractive price to vote in favor of the transaction in his stockholder capacity. The Special Committee and representatives of Centerview and RLF discussed the possibility of soliciting interest from any other potential bidders in light of the fact that only Permira had submitted a bid. During this discussion, the Special Committee discussed various factors, including, the time delay associated with soliciting new potential bidders, the potential for information leaks, the risk of Permira losing interest in a potential transaction and the likelihood that any other party would be willing to submit a bid. Following this discussion, the Special Committee determined that it was in the best interests of the Unaffiliated Company Stockholders to focus on pushing for a further price increase from Permira rather than soliciting interest from other parties. As a result of this determination, the Special Committee directed Centerview to inform Permira that the Special Committee was interested in continuing discussions with Permira, but that Permira would need to increase its offer price of $42.50 per share in order for Permira to move forward in the process. A representative of RLF then discussed with the Special Committee members the possibility of granting Permira a Section 203 waiver to permit Permira to engage in more extensive discussions with Mr. Casalena, General Atlantic and Accel regarding potential equity participation in the potential transaction if Permira increased its offer price and related considerations. The RLF representatives also provided an overview of the key terms of the auction draft of the merger agreement, noting, among other things, that it contained a go-shop and that the merger was conditioned on approval by a majority of the Unaffiliated Company Stockholders and a separate class vote of the Class A and Class B stockholders, each voting as a separate class. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(vii) to the Schedule 13E-3 of which this proxy statement forms a part.

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

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

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

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

Also on April 30, 2024, representatives of Centerview had a brief telephone call with representatives of Permira to discuss Squarespace’s proposed sale of Tock LLC.

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

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

Also on May 1, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. During the meeting, the Special Committee members and the Special Committee’s advisors discussed the April 29 Proposal. Representatives of Centerview then advised the Special Committee members on timing considerations with regard to the proposed timeline included in the April 29 Proposal and Permira’s request for exclusivity. The Special Committee members and their advisors discussed negotiation strategies for increasing Permira’s offered price. The

34

Special Committee decided to reject Permira’s request for exclusivity and directed Centerview to give Permira a deadline of May 9, 2024 to submit a better proposal after conducting additional due diligence, including with respect to the proposed sale of Tock LLC. The Special Committee also authorized RLF to work with Skadden to negotiate the terms of the Merger Agreement and related transaction documents with Latham & Watkins. The Special Committee also unanimously approved resolutions granting a waiver under Section 203 of the DGCL pursuant to which Mr. Casalena, General Atlantic and Accel (and their respective affiliates) were permitted to enter into more detailed discussions with each other and Permira in connection with the potential transaction, but the Special Committee retained final authority over whether or not to approve any final transaction or transaction documents that were negotiated (the “Section 203 Waiver”).

On May 2, 2024, the Squarespace Board held a regularly scheduled meeting, also attended by members of management during which management provided the Board with an update on Squarespace’s financial performance. During this meeting, Mr. Fleisher provided the Squarespace Board with a general update regarding the Special Committee’s process and that the April 26 Proposal and the April 29 Proposal had been received, but did not discuss the Special Committee’s views on the terms or price proposed by Permira in the April 26 Proposal or the April 29 Proposal.

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

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

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

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

On May 4, 2024, additional diligence materials related to Tock LLC were made available to Permira Advisers via Squarespace’s virtual data room. Such additional disclosure materials included the material terms of the proposed sale of Tock LLC, including the proposed $400,000,000 purchase price.

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

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

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

35

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

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

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

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

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

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

36

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

On May 10, 2024, the Special Committee held a meeting, attended by representatives of RLF and Centerview. During the meeting, the Special Committee members and the Special Committee’s advisors discussed the Final Proposal (including the post-closing governance terms), which Permira had stated was its best and final offer, and Permira’s proposed revisions to the Merger Agreement and various other transaction documents. Representatives of Centerview provided an overview of the negotiations with Permira to date, noting that Permira had increased its offer price three times from $40.50 per share price in the February Proposal to its current offer price of $44.00 per share. Representatives of Centerview advised the Special Committee that assuming no material changes were made to the Final Proposal, if requested by the Special Committee, Centerview would be able to render a fairness opinion based on the $44.00 Per Share Price. The Centerview representatives also advised the Special Committee that they believed Permira was unlikely to increase its price any further. Representatives of RLF advised the Special Committee members on their fiduciary duties in considering the Final Proposal and provided an overview of the terms of the Merger Agreement. Representatives of RLF noted that the go-shop provision had been deleted by Permira in its markup of the Merger Agreement. Representatives of RLF advised the Committee regarding the go-shop provision, noting that the Special Committee had run a robust solicitation process and that a go-shop provision was not needed if the Special Committee was satisfied that it had received the best price reasonably available. Representatives of RLF advised the Special Committee that even if the Merger Agreement did not contain a go-shop provision, third parties would still have an opportunity to submit alternative offers during a passive post-signing window-shop period. To this end, representatives of RLF noted that instead of a go-shop, the Special Committee could seek a relatively low termination fee so that there would be a low barrier to entry if any third party wanted to make an unsolicited offer. The Special Committee members and their advisors discussed Permira’s deletion of the go-shop provision, as well as the proposed termination fees, and considered potential responses to those points and other open points in the Merger Agreement. After further discussion, the Special Committee determined that the offer price of $44.00 per share was the best price reasonably available to Squarespace and the Unaffiliated Company Stockholders and determined to move forward towards recommending the proposed transaction with Permira to the Squarespace Board subject to negotiation and review of the final Merger Agreement and other transaction documents. In accordance with this determination, the Special Committee directed Centerview to communicate to Permira that Permira’s offer of $44.00 per share was agreeable to the Special Committee but that the terms of the Merger Agreement and other transaction documents needed to be finalized before the Special Committee would be willing to move forward with Permira’s offer. The Special Committee also directed Centerview to inform Permira that it could engage in more detailed discussions about the post-closing governance issues with Mr. Casalena, General Atlantic and Accel regarding the potential transaction.

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

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

From May 10, 2024 until May 12, 2024, the advisors to the Special Committee and Squarespace engaged in numerous discussions and negotiations with Permira and its advisors to negotiate and finalize the terms of the Merger Agreement and the other transaction documents. On May 10, 2024, representatives of RLF, Skadden and Latham met to discuss the terms of the revised Merger Agreement that Permira had submitted along with the Final Proposal. Among other things, the parties discussed Permira’s deletion of the go-shop provision and the amount of the termination fees payable by Squarespace and Permira under certain circumstances in Permira’s revised draft of the Merger Agreement, which had been increased, in the case of the termination fee payable by Squarespace, from 3% to 3.5% and decreased, in the case of the termination fee payable by Permira, from 6.5% to 5.5% (based on equity value related only to the Unaffiliated Company Stockholders). Later in the evening of May 10, 2024, representatives of Skadden provided a revised draft of the Merger Agreement, which incorporated feedback from RLF, to Latham which, among other things, accepted Permira’s deletion of the go-shop provision and decreased the 5.5% termination fee payable by Permira and decreased the termination fee payable by Squarespace to 3% from 3.5%.

37

On May 11, 2024, representatives of RLF, Skadden and Latham met to discuss the terms of the revised draft of the Merger Agreement that Skadden had circulated the prior evening. Among other things, the Latham representatives discussed that in the next draft of the Merger Agreement Permira would be proposing to reduce the termination fee payable by Permira to be based on overall equity value (as opposed to equity value related only to the Unaffiliated Company Stockholders), and that as a result the termination fee payable by Permira would be reduced from 5.5% of equity value (in RLF and Skadden’s May 10 draft) to 3.5% of equity value. Later in the afternoon of May 11, 2024, representatives of Latham provided a revised draft of the Merger Agreement to Skadden which, among other things, decreased the termination fee payable by Permira from 5.5% to 3.5%.

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

The Special Committee’s second meeting on May 12, 2024, was attended by representatives of RLF and Centerview. At the meeting, a representative of RLF reported that the Merger Agreement had been finalized, but that the interim investors agreement between Permira, Mr. Casalena, General Atlantic and Accel (the “Interim Investors Agreement”) to which Squarespace would not be a party was continuing to be negotiated and finalized. The representatives of Centerview summarized the strategic review process to date, noting Centerview had solicited interest from eight financial sponsors (including Permira), seven of such sponsors had executed NDAs, five of such sponsors had held meetings with Squarespace’s management team, and only Permira had submitted a bid. A representative of Centerview also reviewed the key terms of the Final Proposal, including the price of $44.00 per share and the financing sources and uses for the proposed transaction, the premiums, valuation multiples and enterprise values implied by Permira’s final offer and prior offers, and Squarespace management’s long-range plan and financial projections for 2024 through 2029, as previously approved by the Special Committee. A representative of Centerview also advised the Special Committee that based on Centerview’s valuation analysis, Centerview was prepared to provide its fairness opinion at the Special Committee’s request. Next, a representative of RLF provided a summary of the key terms of the Merger Agreement and the other transaction documents, including the treatment of equity awards, the closing conditions (including the requirement that the Merger Agreement be approved by a majority of the Unaffiliated Company Stockholders as well as by separate class votes by the holders of the Class A Common Stock and Class B Common Stock), the level of efforts required by the parties to obtain regulatory approval, the covenants of the parties (including the no solicitation provision applicable to Squarespace), the termination fees payable by the parties under certain circumstances, the support agreements to be entered into by Mr. Casalena, Accel and General Atlantic and other key terms. Following this discussion, a representative of RLF reviewed with the Special Committee proposed resolutions related to the transaction. Following additional discussion, the meeting was adjourned to give the parties additional time to finalize all of the transaction documents. The meeting was reconvened later that evening after the Special Committee members and their advisors had received final versions of each of the transaction documents (specifically, the Merger Agreement, disclosure letters to the Merger Agreement, Fee Funding

38

Agreement, Commitment Letters, customarily redacted fee letters to the Debt Commitment Letter and Support Agreements, in each case including all exhibits, annexes and schedules thereto) and the Special Committee members and their advisors discussed the final terms of the transaction documents, including the revisions that had been made with respect to post-closing governance rights, which included, (i) revisions to the protective provisions of Mr. Casalena and the other investors and additional detail regarding the financial metrics to be achieved, (ii) revisions to the board composition of the post-closing entity, and (iii) further detail regarding other miscellaneous provisions related to the governance of the post-closing entity, including transfer restrictions, co-sale rights, registration rights, preemptive rights, information rights and tax matters (in the case of each of Accel and General Atlantic, consistent with rights typically provided to minority investors). After this discussion, and after the representatives of Centerview reviewed with the Special Committee Centerview’s financial analysis of the Per Share Price, upon request by the Special Committee, a representative of Centerview rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated May 12, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations, upon the review undertaken in preparing its opinion, the Per Share Price to be paid to the Unaffiliated Company Stockholders (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a more detailed discussion of Centerview’s opinion, please see the section entitled “Special Factors—Opinion of Financial Advisor to the Special Committee”. After further discussion, the Special Committee unanimously approved and adopted resolutions (i) declaring the Merger Agreement, the related transaction documents and the transactions contemplated thereby advisable, fair to, and in the best interests of Squarespace and its stockholders, including the Unaffiliated Company Stockholders, (ii) approving of the Merger Agreement, transaction documents and the transactions contemplated thereby for purposes of Section 203 of the DGCL and (iii) recommending that the Squarespace Board approve, adopt and declare advisable and in the best interests of Squarespace and its stockholders, including the Unaffiliated Company Stockholders, the Merger Agreement, the transaction documents and the transactions contemplated thereby and recommend and submit the same to Squarespace’s stockholders for adoption. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(ii) to the Schedule 13E-3 of which this proxy statement forms a part.

Later on May 12, 2024, following the conclusion of the reconvened meeting of the Special Committee, the Squarespace Board held a meeting attended by members of Squarespace management and representatives of Skadden, JPM, RLF and Centerview. During the meeting, Mr. Fleisher provided the Squarespace Board with an overview of the Special Committee’s process to date, summarizing the outreach process conducted by Centerview and the history of negotiations with Permira that ultimately resulted in the Final Proposal. Representatives of Centerview provided the Squarespace Board with an overview of Centerview’s financial analysis that was presented to the Special Committee and advised the Squarespace Board that Centerview had rendered a fairness opinion to the Special Committee. Representatives of Skadden provided a detailed summary of the Merger Agreement and the other transaction documents (specifically, the disclosure letters to the Merger Agreement, Fee Funding Agreement, Commitment Letters, customarily redacted fee letters to the Debt Commitment Letter and Support Agreements, in each case including all exhibits, annexes and schedules thereto), final versions of which were provided to the Squarespace Board prior to the meeting. After further discussion, the Squarespace Board adopted resolutions approving the Merger Agreement and recommending the Merger Agreement to the stockholders. The Squarespace Board also adopted resolutions approving certain other transactions in connection with the merger, including the support agreements to be entered into by Mr. Casalena, Accel and General Atlantic, the fee funding agreement between certain Permira-affiliated entities, Parent and Squarespace, and certain treatment of equity awards. The Squarespace Board further authorized the execution and filing of certain exhibits to the Merger Agreement, securities laws filings and regulatory filings, each as prescribed by applicable laws. The materials that were presented by representatives of Centerview at this meeting are filed as Exhibit 16(c)(viii) to the Schedule 13E-3 of which this proxy statement forms a part.

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

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

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

39

Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board

Recommendation of the Special Committee

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

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

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

• Solicitation Process Prior to Merger Agreement. The Special Committee’s process for soliciting and responding to offers from potential bidders in an effort to obtain the best value reasonably available to the Unaffiliated Company Stockholders, including the fact that eight parties (including Permira) were contacted in such process to solicit interest in a potential transaction with Squarespace, seven of which entered into non-disclosure agreements with Squarespace and were provided with an opportunity to conduct due diligence, including reviewing the estimated projections of Squarespace’s financial performance. In addition, management diligence sessions were conducted with five parties (including Permira), during which members of Squarespace management reviewed estimated projections, Squarespace’s long-range plan and other diligence information regarding Squarespace (as described in the section of this proxy statement captioned “—Background of the Merger”). The Special Committee also considered conducting outreach to strategic acquirers, but ultimately determined not to do so because it determined that it was unlikely that a strategic buyer would be willing to engage in a transaction with Squarespace given that such parties had never before contacted Squarespace about a potential transaction, coupled with Mr. Casalena’s desire to maintain a significant equity stake in and control of the day-to-day management of Squarespace following a potential transaction. The Special Committee also considered the fact that, by the initial bid deadline of April 26, 2024, the Special Committee had only received a proposal from one bidder (Permira) and each of the other financial sponsors had withdrawn from the process (as described in the section of this proxy statement captioned “—Background of the Merger”).

• Potential Strategic Alternatives. The assessment of the Special Committee that none of the possible alternatives to the Merger (including continuing to operate Squarespace as a stand-alone public company or pursuing a different transaction, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to the Unaffiliated Company Stockholders of those alternatives and the timing and likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Squarespace to create greater value for the unaffiliated security holders, taking into account execution risks as well as business, financial, industry, competitive and regulatory risks. The Special Committee also considered the fact that, on May 9, 2024, Permira indicated that its offer was its best and final offer and that the Special Committee had not received a proposal from any party other than Permira. In consultation with Centerview and RLF, the Special Committee assessed the potential benefits of re-soliciting the parties previously involved in the process or soliciting additional parties, to determine interest in a potential acquisition of Squarespace and determined that the benefits of doing so were outweighed by the risks, including the risk that further outreach could cause Permira to lower its proposed price or change the other terms of its proposal, rescind its proposal or dampen its interest in acquiring Squarespace, the potential for media leaks and the consequences thereof on Squarespace and its business, suppliers, customers and

40

employees and any sales process and the low probability that a superior proposal would emerge from soliciting other potential acquirors. The Special Committee also considered the fact that the Merger Agreement permits Squarespace to enter into discussions or negotiations with any person that makes an unsolicited acquisition proposal and/or furnish to any such person non-public information relating to Squarespace pursuant to an Acceptable Confidentiality Agreement if the Special Committee determines in good faith (after consultation with its financial advisor and legal counsel) that (i) such proposal constitutes, or is reasonably expected to lead to, a Superior Proposal and (ii) failure to take such actions would be inconsistent with its fiduciary duties, subject to certain restrictions and procedures imposed by the Merger Agreement (as described in the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers”).

• Certainty of Value. The consideration to be received by the unaffiliated security holders in the Merger consists entirely of cash, which provides the unaffiliated security holders certainty of value and immediate liquidity at an attractive price measured against the ongoing business and financial execution risks of Squarespace’s business plan and its continued operations as a stand-alone public company and allows the unaffiliated security holders to realize that value immediately upon the consummation of the Merger, while eliminating long-term business and execution risk. In that regard, the Special Committee noted that the amount of cash to be received for each outstanding share of Squarespace Common Stock is fixed and will not be reduced if the share price of Squarespace stock declines prior to the Effective Time.

• Best Value Reasonably Obtainable. The belief of the Special Committee that the Per Share Price represented Permira’s best and final offer and the best value that Squarespace could reasonably obtain for the shares of Squarespace Common Stock from Permira, taking into account (1) Permira’s statements and reputation as a financial sponsor; (2) the Special Committee’s assessment, which included consultation with its financial advisor, Centerview, that other parties did not have sufficient interest in, or capability to, acquire Squarespace at a higher price, including based on the regulatory, financing and other execution risks applicable to each party; and (3) the Special Committee’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of Squarespace on a historical and prospective basis and its assessment of associated risks, including execution risks with respect to Squarespace’s business plan. The Special Committee believed that, after negotiations at the direction of the Special Committee and with the assistance of experienced independent legal and financial advisors, the Special Committee obtained the best terms and highest price that Permira or any other financial sponsor whom the Special Committee had solicited interest from was willing to pay for a transaction with Squarespace, pursuant to a thorough process and that further negotiations were not likely to result in a higher price than the Per Share Price. In addition, the Special Committee believed that, measured against the longer-term execution risks for Squarespace’s business plan described above, the Per Share Price reflects a fair and favorable price for the shares of Squarespace Common Stock. The Special Committee also considered that the Per Share Price constitutes a significant premium, including (1) a premium of approximately 39% to the closing price of the Squarespace Common Stock on February 13, 2024 of $31.61 per share, the date on which Permira submitted its initial indication of interest; (2) a premium of approximately 15% over Squarespace’s closing stock price of $38.19 on May 10, 2024 (the last trading day prior to public announcement of the Merger Agreement); (3) a premium of approximately 29% to Squarespace’s 90-day volume weighted average trading price on May 10, 2024; (4) a premium of approximately 61% to Squarespace’s 52-week volume weighted average closing price on May 10, 2024; and (5) a premium of approximately 62% to Squarespace’s two year volume weighted average closing price on May 10, 2024. The Special Committee also considered that there may be limited alternatives to provide a premium or liquidity to the Unaffiliated Company Stockholders given that Mr. Casalena controls a majority in voting power of Squarespace’s stock and expressed a strong desire to retain a substantial stake in Squarespace and have significant governance rights and control of the day-to-day management of Squarespace following any transaction.

• Loss of Opportunity. The possibility that, if the Special Committee declined to recommend that the Squarespace Board approve the Merger Agreement, there may not be another opportunity for the Unaffiliated Company Stockholders to receive a comparably priced offer with a comparable level of closing certainty. The Special Committee also considered Permira’s position that the May 9, 2024, offer was its best and final offer (as described in the section of this proxy statement captioned “—Background of the Merger”), and that Permira had been the most engaged potential bidder throughout the Special

41

Committee’s process and the only potential bidder that submitted an offer. From January 2022 through May 10, 2024 (the last trading day prior to public announcement of the Merger Agreement), Squarespace’s closing stock price had never exceeded $38.19 and had always maintained a range of $18.85 to $38.19.

• Financial Condition, Results of Operations and Prospects of Squarespace; Risks of Execution. The Special Committee considered the current, historical and projected financial condition, results of operations and business of Squarespace, as well as Squarespace’s prospects and risks if it were to remain a stand-alone public company. The Special Committee considered Squarespace’s then-current business plan, including management’s then-current estimated projections of Squarespace’s financial prospects, as reflected in the Unaudited Prospective Financial Information (as defined in the section of this proxy statement captioned “—Unaudited Prospective Financial Information—Projections”). The Special Committee also considered Squarespace’s then-current business plan and the potential opportunities and risks to achieving the business plan, including, among other things: (1) the nature of the website design and management platform business, and the business of providing websites, domains and emails, on both historical and prospective bases; and (2) Squarespace’s relationship with its customers and vendors. The Special Committee considered the assumptions underlying the business plan, as well as the estimated projections of Squarespace’s financial prospects, all as reflected in the Unaudited Prospective Financial Information.

• Opinion of Centerview. The opinion of Centerview rendered to the Special Committee, which was subsequently confirmed by delivery of a written opinion dated May 12, 2024, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Per Share Price to be paid to the Unaffiliated Company Stockholders (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (as more fully described below in the section entitled “The Special Factors —Opinion of the Financial Advisor to the Special Committee” beginning on page 48) (the Special Committee considered the Unaffiliated Company Stockholders (other than as specified in such opinion) to be situated substantially similarly to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act).

• Negotiations with Permira and Terms of the Merger Agreement. The terms and conditions of the Merger Agreement, which was the product of arm’s-length negotiations, including:

○ That the Merger is conditioned upon obtaining (1) the affirmative vote of the holders of a majority in voting power of the outstanding shares of Squarespace Common Stock held by the Unaffiliated Company Stockholders, (2) the affirmative vote of the holders of a majority in voting power of the outstanding Squarespace Common Stock, and (3) the affirmative vote of a majority of the outstanding shares of (i) Class A Common Stock and (ii) Class B Common Stock, each voting as a separate class. These votes are both in addition to the votes otherwise required under Delaware law to approve a merger and ensure that, if the Merger is ultimately consummated, it will have been supported by the Unaffiliated Company Stockholders and a substantial majority of Squarespace’s stockholders.

○ Squarespace’s ability, under certain circumstances, to enter into discussions with, furnish information to, and conduct negotiations with, third parties submitting unsolicited alternative Acquisition Proposals if the Special Committee determines in good faith (after consultation with its financial advisor and legal counsel) that the proposal(s) constitutes, or is reasonably expected to lead to, a Superior Proposal.

○ The Special Committee’s belief that if any other parties exist that are motivated and interested in acquiring Squarespace and are willing and able to make a superior proposal, the terms of the Merger Agreement would be unlikely to deter such third parties from making such a Superior Proposal.

○ The ability of the Squarespace Board, acting upon the recommendation of the Special Committee, and the Special Committee’s ability, in each case under certain circumstances, to change, withdraw or modify the recommendation that Squarespace’s stockholders (including the Unaffiliated Company Stockholders) vote in favor of the adoption of the Merger Agreement.

○ The Squarespace Board’s ability, acting upon the recommendation of the Special Committee, under certain circumstances, to terminate the Merger Agreement to enter into a definitive agreement with

42

respect to a Superior Proposal. In that regard, the Special Committee believed that the termination fee payable by Squarespace in such instance in accordance with the terms of the Merger Agreement was reasonable, consistent with or below similar fees payable in comparable transactions, and not preclusive of other potential offers.

○ The remedies available to Squarespace under the Merger Agreement in the event the Merger is not consummated, including monetary damages and the ability of Squarespace to seek specific performance of Permira’s obligations under the Merger Agreement, as well as the fact that Squarespace’s right to seek specific performance is not conditioned on the availability of any financing.

○ The terms of (1) the Debt Commitment Letter, which commits the debt sources to lend a portion of the amounts needed by Parent to fund the transaction, and (2) the Equity Commitment Letter, which commits the Equity Investors to invest the balance of the amounts needed by Parent to fund the transaction (including Squarespace’s third-party beneficiary rights to enforce the Equity Investors’ equity commitments under the Equity Commitment Letter in accordance with their terms and the terms of the Merger Agreement).

○ The terms of the Merger Agreement provide Squarespace with sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement.

• Reasonable Likelihood of Consummation. The belief of the Special Committee that an acquisition by Permira has a reasonable likelihood of closing, based on, among other matters:

○ the limited conditions to Permira’s obligation to consummate the Merger as provided by the Merger Agreement, including the absence of a financing condition;

○ no anticipated substantive issues expected in connection with the required regulatory approvals and the meaningful obligation of Permira to obtain such regulatory approval;

○ the fact that the Rollover Stockholders (who collectively hold over 90% of the voting power of Squarespace’s outstanding stock) have duly executed and entered into support agreements, pursuant to which they agreed to, among other things, vote in favor of the adoption of the Merger Agreement subject to the terms and conditions set forth therein;

○ the fact that Permira had increased its offer price three times since making its original indication of interest;

○ Squarespace’s ability to specifically enforce Permira’s obligations under the Merger Agreement in accordance with its terms; and

○ Permira’s business reputation and financial resources, which provided the Special Committee comfort that Permira would be able to consummate the transaction.

• Appraisal Rights. Squarespace’s stockholders have the right to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the fair value of their shares of the Squarespace Common Stock in lieu of the Per Share Price, subject to and in accordance with the terms and conditions of the Merger Agreement and the DGCL, unless and until any such Squarespace stockholder fails to perfect or effectively withdraws or loses such holder’s rights to appraisal and payment under the DGCL.

• Current and Historical Market Prices. The current and historical market prices of Squarespace Common Stock, including as set forth in the table under “Important Information Regarding Squarespace—Market Price of Squarespace’s Common Stock” and “Special Factors—Opinion of the Financial Advisor to the Special Committee,” taking into account the trading price of Squarespace’s stock relative to those of other industry participants and general market indices and current industry, regulatory, economic and market conditions, trends and cycles.

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Company Stockholders. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated

43

Company Stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to Squarespace’s unaffiliated stockholders:

• Independence. The Special Committee is comprised of directors who are independent (for purposes of serving on the Special Committee), disinterested and not affiliated with, and are independent of, Permira or any of the potential participants in a potential acquisition of Squarespace (including Mr. Casalena, General Atlantic and Accel) and who are otherwise disinterested and independent with respect to a potential acquisition of Squarespace, other than as discussed in the section of this proxy statement captioned “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”;

• Negotiating Authority and Procedural Safeguards. The fact that the Special Committee adopted “Rules of the Road” at the outset of the Special Committee’s strategic review process that set forth certain process rules applicable to the Squarespace Board, the Special Committee, senior management and their advisors and were intentionally structured to ensure that the Special Committee and its advisors would lead the strategic review process. In accordance with the Rules of the Road, (1) the Special Committee and its advisors led the strategic review process, (2) members of management, Squarespace and its advisors regularly consulted with the Special Committee, Michael Fleisher, as Special Committee Chair, and the Special Committee’s advisors to receive direction therefrom with respect to the strategic review process, and (3) members of management followed the Special Committee’s directives with respect to discussions, presentations, negotiations and communications with potential bidders.

• Prior Special Committee Recommendation Required. The Squarespace Board was not permitted to approve any potential acquisition of Squarespace (including a potential acquisition of Squarespace that also included a transaction or series of transactions in which one or more significant stockholders of Squarespace had an interest that was in addition to, and/or different from, the interests of Squarespace’s stockholders as a whole) or recommend for approval any such transactions by Squarespace’s stockholders without a prior favorable recommendation of the transaction by the Special Committee.

• Active Involvement and Oversight. The twenty meetings held by the Special Committee over a three-month period (with its legal and financial advisors present) to discuss and evaluate, among other things, the process for exploring a potential strategic transaction and the proposals from Permira, and the Special Committee’s active oversight of the negotiation process. The Special Committee was actively engaged in this process on a regular basis and was provided with full access to Squarespace management and its advisors in connection with the evaluation process.

• Independent Advice. The Special Committee selected and engaged its own independent legal advisor (RLF) and financial advisor (Centerview) and received the advice of such advisors throughout its review, evaluation and negotiation of a potential acquisition of Squarespace.

• Full Knowledge. The Special Committee made its evaluation of a potential acquisition of Squarespace by Permira based upon the factors discussed in this proxy statement and with the full knowledge of the interests of the Rollover Stockholders in the transaction.

• No Obligation to Recommend. The recognition by the Special Committee that it had no obligation to recommend to the Squarespace Board the approval of the Merger or any other transaction and had the authority to reject any proposals made.

• Unaffiliated Company Stockholder Approval. The Merger Agreement is subject to a condition requiring approval by the holders of a majority in voting power of the Unaffiliated Company Stockholders. In addition, because Casalena, General Atlantic and Accel are rolling over or reinvesting portions of their equity in the Merger, and will therefore be treated differently vis-à-vis other Squarespace stockholders in the Merger, the Merger Agreement is also conditioned upon approval by (1) the holders of a majority of the outstanding shares of Class A Common Stock and (2) the holders of a majority of the outstanding shares of Class B Common Stock, each voting as a separate class.

44

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

• No Stockholder Participation in Future Growth or Earnings. The nature of the Merger as a cash transaction means that the Unaffiliated Company Stockholders will not participate in Squarespace’s future earnings or growth and will not benefit from any appreciation in value of Squarespace. The Special Committee considered the other potential alternative strategies available to Squarespace as a stand-alone public company, which, despite significant uncertainty, had the potential to result in a more successful and valuable company.

• No-Shop Restrictions. The restrictions in the Merger Agreement on Squarespace’s ability to solicit competing transactions (subject to certain exceptions to allow the Squarespace Board, acting upon the recommendation of the Special Committee, or the Special Committee, to exercise their respective fiduciary duties to negotiate with parties who submit an unsolicited Acquisition Proposal and, in the case of the Squarespace Board, acting upon the recommendation of the Special Committee, to accept a Superior Proposal, and then only upon the payment of a termination fee by Squarespace to Permira). The Special Committee was also aware that the interests of Casalena, General Atlantic and Accel in the Merger would likely be considered by third parties in evaluating whether to make Superior Proposals.

• Risk Associated with Failure to Consummate the Merger. The possibility that the Merger might not be consummated, and if it is not consummated, that: (1) Squarespace’s directors, management team and other employees will have expended extensive time and effort and will have experienced significant distractions from their work on behalf of Squarespace during the pendency of the Merger; (2) Squarespace will have incurred significant transaction and other costs; (3) Squarespace’s continuing business relationships with customers, business partners and employees may be adversely affected, which could include the loss of key personnel; (4) the trading price of Squarespace’s stock could be adversely affected; (5) the contractual and legal remedies available to Squarespace in the event of the breach or termination of the Merger Agreement may be insufficient, costly to pursue, or both; and (6) the failure of the Merger to be consummated could result in an adverse perception among our customers, potential customers, employees and investors about Squarespace and its prospects.

• Regulatory Risks. The possibility that regulatory agencies may delay, object to, challenge or seek to enjoin the Merger, or may seek to impose terms and conditions on their approvals that are not acceptable to Permira, notwithstanding its obligations under the Merger Agreement.

• Impact of Interim Restrictions on Squarespace’s Business Pending the Completion of the Merger. The restrictions on the conduct of Squarespace’s business prior to the consummation of the Merger, including covenants that Squarespace use its reasonable best efforts to operate in the ordinary course of business and refrain from taking certain actions without Permira’s consent, which may delay or prevent us from undertaking strategic initiatives before the completion of the Merger that, absent the Merger Agreement, we might have pursued, or from taking certain actions aimed at incentivizing and retaining our employees.

• Effects of the Merger Announcement. The possible effects of the public announcement of the Merger, including the: (1) effects on our employees, customers, operating results and stock price; (2) impact on our ability to attract and retain key management, sales and marketing, and technical personnel; and (3) potential for litigation in connection with the Merger.

• Termination Fee Payable by Squarespace. The requirement that Squarespace pay Permira a termination fee of approximately $199,000,000 (representing approximately 3.0% of the equity value implied by the Merger) under certain circumstances following termination of the Merger Agreement, including if Squarespace terminates the Merger Agreement to accept a Superior Proposal or if Permira terminates the Merger Agreement because the Special Committee changes its recommendation (as further described in this proxy statement under the section captioned “The Merger Agreement—Termination Fees and Remedies”). The Special Committee considered the potentially discouraging impact that this termination fee could have on a third party’s interest in making an unsolicited competing Acquisition Proposal to acquire Squarespace.

• Cap on Permira Liability. That the Merger Agreement provides that the maximum aggregate liability of Permira for breaches under the Merger Agreement will not exceed, in the aggregate for all such breaches,

45

an amount equal to the sum of the Parent Termination Fee, reimbursement of expenses in connection with Legal Proceedings (as defined in the Merger Agreement) to enforce payment of the Parent Termination Fee and interest, up to a cap of $20 million, and reimbursement of expenses and payment of indemnities in connection with Debt Financing.

• Taxable Consideration. The receipt of cash in exchange for shares of Squarespace stock in the Merger will be a taxable transaction for U.S. federal income tax purposes for many of the unaffiliated security holders.

• Interests of Squarespace’s Directors and Executive Officers. The interests that Squarespace’s directors and executive officers may have in the Merger, which may be different from, or in addition to, those of the other unaffiliated security holders, as further described in this proxy statement under the section captioned “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger.”

• Interests of Certain Significant Stockholders in the Merger. Casalena, the General Atlantic Rollover Stockholder and Accel will participate in the transaction through an equity rollover or reinvestment of a portion of their equity interests in Squarespace. As a result, Casalena, the General Atlantic Rollover Stockholder and Accel will be able to participate in the future growth or earnings of the post-closing company with respect to that portion of their equity that they are rolling over or reinvesting in the post-closing entity.

• Voting Obligations of Certain Significant Stockholders. Casalena, the General Atlantic Rollover Stockholder and Accel are party to certain support agreements with Squarespace and Permira, pursuant to which they agreed to, among other things, vote in favor of the adoption of the Merger Agreement subject to the terms and conditions set forth therein, and that those obligations do not automatically terminate in the event that the Special Committee, or the Squarespace Board, acting upon the recommendation of the Special Committee, modifies, changes or withdraws Squarespace’s recommendation with respect to the transaction.

• Transaction Costs. Squarespace has incurred and will incur substantial costs in connection with the transactions contemplated by the Merger Agreement, even if such transactions are not consummated.

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

Recommendation of the Squarespace Board

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

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

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

• Determinations of the Special Committee. The Special Committee’s analysis (as to both substantive and procedural aspects of the Merger), conclusions and unanimous determination, which the Board adopted as its own, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its unaffiliated stockholders. The Squarespace Board also considered the Special Committee’s unanimous recommendation that the Squarespace Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

46

• Procedural Protections. The procedural fairness of the Merger, including that (1) it was negotiated by the Special Committee consisting solely of independent (for purposes of serving on the Special Committee) and disinterested directors who are not affiliated with, and are independent of, any of the potential counterparties to a potential acquisition of Squarespace (including the Rollover Stockholders) and were otherwise disinterested and independent with respect to a potential acquisition of Squarespace (including a potential acquisition of Squarespace that includes a transaction or series of transactions in which one or more significant stockholders of Squarespace have an interest that is in addition to, and/or different from, the interests of Squarespace’s stockholders as a whole), other than as discussed in this proxy statement in the section captioned “Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”; and (2) the Special Committee had the authority to select and engage, and was advised by, its own independent legal and financial advisors;

• Unaffiliated Stockholder Vote. The Merger Agreement is subject to a condition requiring adoption and approval by the holders of a majority in voting power of the Unaffiliated Company Stockholders in addition to approval by the holders of a majority in voting power of the outstanding Squarespace Common Stock. In addition, because Casalena, the General Atlantic Rollover Stockholder and Accel are rolling over or reinvesting portions of their equity in the Merger, and will therefore be treated differently vis-à-vis other Squarespace stockholders in the Merger, the Merger Agreement is also conditioned upon approval by a majority of the outstanding shares of (i) Class A Common Stock and (ii) Class B Common Stock, each voting as a separate class.

• Other Factors Considered by the Special Committee. The other material factors and countervailing factors considered by the Special Committee and listed above.

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

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

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Squarespace Board and the Special Committee did not consider the liquidation value of Squarespace because (1) they considered Squarespace to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Squarespace. For the foregoing reasons, the Squarespace Board and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Squarespace Board and the Special Committee did not consider Squarespace’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of Squarespace as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Squarespace, market conditions, trends in the industry in which Squarespace operates or the business risks inherent in the industry. In addition, the Squarespace Board and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Squarespace—Transactions in Squarespace Common Stock” (all of which were below the Per Share Price) to be relevant except to the extent that those prices indicated the trading price of the Squarespace Common Stock during the applicable periods. The Squarespace Board and the Special Committee believed at the time of entering into the Merger Agreement that the trading price of the shares of Squarespace Common Stock at any given time represents the best available indicator of Squarespace’s going concern value at that time so long as the trading

47

price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Squarespace Board and the Special Committee considered the value of Squarespace as a going concern by taking into account the value of Squarespace’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

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

Opinion of the Financial Advisor to the Special Committee

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

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

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

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

• a draft of the Merger Agreement dated May 12, 2024, referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

• Annual Reports on Form 10-K of Squarespace for the years ended December 31, 2023, December 31, 2022 and December 31, 2021;

• certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Squarespace;

• certain publicly available research analyst reports for Squarespace;

• certain other communications from Squarespace to its stockholders; and

• certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Squarespace, including certain financial forecasts, analyses and projections relating to Squarespace prepared by management of Squarespace and furnished to Centerview by Squarespace for purposes of Centerview’s analysis, which are referred to in this summary of Centerview’s opinion as the “Forecasts”, as well as business data provided for the purposes of financial due diligence, which are collectively referred to in this summary of Centerview’s opinion as the “Internal Data”.

48

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

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

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

Centerview’s opinion expressed no view as to, and did not address, Squarespace’s underlying business decision to proceed with or effect the transactions contemplated by the Merger Agreement, or the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business strategies or transactions that might be available to Squarespace or in which Squarespace might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the Unaffiliated Company Stockholders (other than with respect to any Excluded Shares) of the Per Share Price to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the transactions contemplated by the Merger Agreement, including the Merger, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the transactions contemplated by the Merger Agreement, including, without limitation, the fairness of the transactions contemplated by the Merger Agreement or any other term or aspect of the transactions contemplated by the Merger Agreement to, or any consideration to be received in connection therewith by, or the impact of the transactions contemplated by the Merger Agreement on, the holders of any other class of securities, creditors or other constituencies of Squarespace or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Squarespace or any party, or class of such persons in connection with the transactions contemplated by the Merger Agreement, whether relative to the Per Share Price to be paid to the Unaffiliated Company Stockholders pursuant to the Merger Agreement or otherwise. Centerview’s opinion was

49

necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of Squarespace or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the transactions contemplated by the Merger Agreement or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions contemplated by the Merger Agreement. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s written opinion, dated May 12, 2024. The order of the financial analyses described below does not represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Squarespace. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion.

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

Selected Public Company Analysis

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

Using publicly available information obtained from SEC filings and other data sources as of May 10, 2024, Centerview calculated for each selected company, such company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other dilutive equity instruments) plus non-controlling interests, face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations

50

made in arriving at Squarespace’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (“EV”), as a multiple of estimated next twelve months unlevered free cash flow (“NTM uFCF”) as derived from Wall Street research analyst consensus metrics. Such multiple is referred to in this section, with respect to a selected company, as “EV / NTM uFCF”.

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

Selected Company	Revenue Growth CY2024E to CY2025E	NTM uFCF Margin	EV / NTM uFCF Multiple
BigCommerce Holdings, Inc.	9%	6%	29.1x
BILL Holdings, Inc.	15%	24%	17.2x
GoDaddy Inc.	7%	32%	15.4x
Intuit Inc.	12%	35%	31.0x
VeriSign, Inc.	5%	62%	18.1x
Wix.com Ltd.	13%	23%	17.3x

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

Centerview applied the range of multiples of EV / NTM uFCF to Squarespace’s NTM uFCF of $353 million derived from the Forecasts (calculated based on the time-weighted average of estimated unlevered free cash flow for the fiscal years ending 2024 and 2025 of $331 million and $392 million, respectively, as of May 10, 2024), to derive a range of implied enterprise values for Squarespace. Centerview subtracted from each of these ranges Squarespace’s estimate of the face value of Squarespace’s net debt of approximately $265 million as of April 30, 2024 (pro forma for certain share repurchases on May 2, 2024) as set forth in the Internal Data to derive a range of implied equity values for Squarespace. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of Common Stock of approximately 150.5 million as of May 9, 2024, calculated on a treasury stock basis based on the Internal Data, to derive a range of implied values per share of approximately $38.10 to $45.10, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $44.00 per share proposed to be paid to the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of Squarespace based on the Forecasts. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. For purposes of this analysis, stock-based compensation was treated as a cash expense.

In performing this analysis, Centerview calculated a range of implied enterprise values for Squarespace by discounting to present value as of April 30, 2024 (using discount rates ranging from 12.5% to 14.5%, based upon Centerview’s analysis of Squarespace’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience): (i) the forecasted unlevered free cash flows (after treating stock-based compensation as a cash expense) of Squarespace based on the Forecasts over the period beginning May 1, 2024 and ending on December 31, 2029, as approved by the Special Committee and utilized by Centerview at the direction of the Special Committee (see the section of this proxy statement captioned “Special Factors—Unaudited Prospective Financial Information”) and (ii) a range of implied terminal values of Squarespace at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to Squarespace’s NTM uFCF as of December 31, 2028 (which reflects projected uFCF for fiscal year 2029), ranging from 15.0x to 18.0x, which range was selected by Centerview using its experience and professional judgment. Centerview then (a) subtracted from this range the face value of Squarespace’s net debt of approximately $265 million as of April 30, 2024 (pro forma for certain share repurchases

51

on May 2, 2024) as set forth in the Internal Data and (b) divided this range of implied equity values by the number of fully diluted outstanding shares of Common Stock of approximately 150.5 million as of May 9, 2024, calculated on a treasury stock basis based on the Internal Data to derive a range of implied values per share of Common Stock of approximately $41.65 to $53.10, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $44.00 per share proposed to be paid to the Unaffiliated Company Stockholders (other than with respect to the Excluded Shares) pursuant to the Merger Agreement.

Other Factors

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

• Analyst Price Targets Analysis. Centerview reviewed price targets for the shares of Common Stock in 14 publicly available Wall Street, Bloomberg and Factset research analyst reports as of market close on May 10, 2024 (the last trading day before the public announcement of the Merger), noting that these price targets ranged from a low of $38.00 per share of Common Stock to a high of $50.00 per share of Common Stock as follows: $50, $46, $45, $45, $43, $43, $42, $40, $40, $40, $40, $39, $38 and $38.

• Historical Price Trading Analysis. Centerview reviewed historical trading prices of the shares of Common Stock during the 52-week period ended May 10, 2024, which reflected low and high closing stock prices for the shares of Common Stock during such period of $27.41 (on November 1, 2023) and $38.19 (on May 10, 2024) per share of Common Stock.

General

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

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

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Squarespace, and did not receive any compensation from Squarespace during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Accel Management Co. Inc., (“Accel Management”), affiliates of which are stockholders of Squarespace, and Centerview did not receive any compensation from Accel Management during such period. Centerview’s UK affiliate, Centerview Partners UK LLP, is currently engaged to provide financial advisory services unrelated to Squarespace to a company in which funds affiliated with GA SQRS II, a significant stockholder of Squarespace, hold a minority equity interest and Centerview has received €500,000 in compensation and expects to receive additional compensation of approximately €1.5 million from such company for such services. In 2023, Centerview was engaged to provide financial advisory services to OneOncology, LLC (“OneOncology”), a portfolio company of General Atlantic Service Company, L.P. (“General Atlantic Service Company”), in connection with its sale to certain private investment firms, and Centerview received between $25 million and $35 million in compensation from OneOncology for such services. In 2023, Centerview was engaged to provide financial advisory services to Oak Street Health, Inc. (“Oak Street”) in connection with its sale to CVS Health Corporation, at which time affiliates of General Atlantic Service Company

52

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

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

In connection with Centerview’s services as the financial advisor to the Special Committee, Squarespace has agreed to pay Centerview an estimated aggregate fee of approximately $45 million, $2.5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the Merger (the “Transaction Fee”) (which includes a $500,000 retainer, which is creditable against the Transaction Fee). Squarespace has also agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Neither Centerview, nor any member of the Centerview deal team, owns any debt, equity, derivatives or convertible instruments in any of Squarespace, Accel Management, General Atlantic Service Company, GA SQRS II, Permira or Parent or any of their respective affiliates except (i) as may be held through hedge funds, mutual funds and other investment funds or similar investment vehicles or non-discretionary managed accounts or funds and (ii) an approximately $250,000 passive investment in a General Atlantic fund by a senior member of the Centerview deal team.

Other Presentations by Centerview

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

A summary of these preliminary illustrative presentations is provided below.

• The preliminary illustrative presentation presented or delivered by Centerview to the Special Committee on March 26, 2024, filed as Exhibit 16(c)(iii) to the Schedule 13E-3, contains, among other information, an overview of potentially viable financial and strategic transaction partners for Squarespace.

• The preliminary illustrative presentation presented or delivered by Centerview to the Special Committee on April 9, 2024, filed as Exhibit 16(c)(iv) to the Schedule 13E-3, contains, among other information, (i) an

53

overview of Squarespace’s draft financial projections, (ii) observations and perspectives on Squarespace’s key model assumptions with respect to revenue growth, gross and adjusted earnings before interest, taxes, depreciation and amortization and unlevered free cash flow margins and (iii) an overview of Squarespace’s long range plan projections, key performance indicators, and expense profile over time, including in comparison to selected competitors as applicable.

• The preliminary illustrative presentation presented or delivered by Centerview to the Special Committee on April 19, 2024, filed as Exhibit 16(c)(v) to the Schedule 13E-3, contains, among other information, an overview of Squarespace’s long-range plan projections, including in comparison to selected competitors.

• The preliminary illustrative presentation presented or delivered by Centerview to the Special Committee on April 25, 2024, filed as Exhibit 16(c)(vi) to the Schedule 13E-3, contains, among other information, (i) a transaction status update and overview, (ii) an overview of Squarespace’s long range plan projections and a preliminary indicative valuation summary, including a discounted cash flow analysis and selected public trading comparables analysis, (iii) observations and perspectives on Squarespace’s historical stock and financial performance, including in comparison to the financial performance of selected competitors and (iv) observations and perspectives on analyst price targets.

• The preliminary illustrative presentation presented or delivered by Centerview to the Special Committee on April 27, 2024, filed as Exhibit 16(c)(vii) to the Schedule 13E-3, contains, among other information, (i) preliminary analysis of Permira’s indicative valuation of $42.50 per share pursuant to its April 26, 2024 proposal and (ii) a summary of Permira’s proposed governance structure included in the April 26, 2024 proposal.

• The preliminary illustrative presentation presented or delivered by Centerview to the Squarespace Board on May 12, 2024, filed as Exhibit 16(c)(viii) to the Schedule 13E-3, contains, among other information, (i) a transaction status update and overview, (ii) a summary of Centerview’s due diligence and (iii) a summary of implied premiums and multiples based on the final proposal compared to Permira’s prior proposals.

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

Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger

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

The Permira Filing Parties and Parent Entities believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Permira Filing Parties and the Parent Entities did not participate in the discussions or deliberations of the Special Committee or the Squarespace Board regarding, nor have they received advice from the respective legal, financial or other advisors of the Special Committee or the Squarespace Board as to, the fairness of the Merger. None of the Permira Filing Parties nor the Parent Entities are members of, or have designated members on, the Squarespace Board. The Permira Filing Parties and Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Squarespace.

54

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

• the current and historical market prices of Squarespace Common Stock, including the market performance of Squarespace Common Stock relative to those of other participants in Squarespace’s industry and general market indices, and the fact that the Per Share Price represents a 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024, as well as a 32% premium to the weighted-average price per share for the share repurchases undertaken by Squarespace during the three months ended March 31, 2024; Squarespace Common Stock traded as low as $26.70 per share during the 52-week period prior to the announcement of the Merger;

• the fact that, in considering the transaction with the Purchaser Filing Parties, the Special Committee acted to represent the interests of Squarespace and the unaffiliated security holders of Squarespace;

• the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving Squarespace (including the Merger), including to reject any proposals made by Parent or any other person, and the recognition by the Special Committee that it had no obligation to recommend to the Squarespace Board that it approve the Merger Agreement, and the recognition by the Squarespace Board that it had no obligation to approve the Merger Agreement;

• the fact that the Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Squarespace and its stockholders and, Squarespace’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act;

• the fact that the Squarespace Board, acting upon the recommendation of the Special Committee, unanimously determined that the Merger Agreement is in the best interests of Squarespace and its stockholders and declared the Merger Agreement and the consummation of the Merger and the transactions contemplated thereby advisable;

• the fact that consideration and negotiation of the Merger Agreement were conducted under the control and supervision of the Special Committee, the members of which are not officers or employees of Squarespace, are not affiliated with any of the Purchaser Filing Parties, are disinterested under Delaware law and do not have any interests in the Merger different from, or in addition to, those of the unaffiliated security holders, other than the members’ receipt of Squarespace Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the Squarespace Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreement entered into with Squarespace and in connection with the Merger Agreement;

• the fact that the Special Committee and the Squarespace Board were fully informed about the extent to which the interests of the Purchaser Filing Parties in the Merger differed from those of the unaffiliated security holders of Squarespace;

• the fact that the Special Committee retained, and had the benefit of advice from, nationally recognized legal and financial advisors;

• the fact that, since the outset of the strategic process that resulted in execution of the Merger Agreement, Squarespace and the Special Committee have conditioned the potential transaction upon, and Permira’s proposals for the potential transaction were conditioned upon, (i) the approval of the Special Committee and (ii) a non-waivable condition (which is included in the Merger Agreement) requiring the Merger Agreement to be approved by the holders of a majority in voting power of the outstanding shares of

55

Squarespace Common Stock beneficially owned, directly or indirectly, by the holders of Squarespace Common Stock excluding the Casalena Filing Parties, the Accel Filing Parties, the General Atlantic Filing Parties, the members of the Board or any person that Squarespace has determined to be an “officer” of Squarespace within the meaning of Rule 16a-1(f) of the Exchange Act; and such approval in fact being sought and required prior to consummation of the Merger;

• the fact that although the transaction is not structured so that approval of at least a majority of unaffiliated security holders is required, the Merger Agreement includes a condition to closing that the Merger Agreement be approved by holders of a majority in voting power of the outstanding shares of Squarespace Common Stock beneficially owned, directly or indirectly, by unaffiliated security holders, which, if satisfied, will confirm that the transaction has substantial support from the unaffiliated security holders;

• the fact that the Merger Agreement was in fact approved by a majority of the directors of Squarespace who are not employees of Squarespace;

• the fact that no member of Squarespace’s senior management other than Mr. Casalena has a substantial financial interest in the Merger that is different from, or in addition to, the interests of the unaffiliated security holders of Squarespace generally, although the Merger Agreement does include customary provisions for indemnity and the continuation of liability insurance for Squarespace’s officers and directors;

• the fact that the Per Share Price will be paid to the unaffiliated security holders in all cash, thus allowing the unaffiliated security holders of Squarespace to immediately realize a certain and fair value for their shares, which value represents a significant premium to (i) the closing price of Squarespace Common Stock on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, (ii) the weighted-average price per share for the share repurchases undertaken by Squarespace during the three months ended March 31, 2024 and (iii) the volume-weighted average stock price of Squarespace Common Stock for the 90 days ended May 10, 2024;

• the fact that the Merger will provide liquidity for the unaffiliated security holders of Squarespace without the delays that would otherwise be necessary in order to liquidate the positions of larger holders, and without incurring brokerage and other costs typically associated with market sales;

• the fact that the Merger will provide liquidity to larger holders without the risks of market volatility and downward pressure on the stock price associated with the liquidation of such positions;

• the potential risks to Squarespace of continuing to have publicly traded common stock, including the risks of market volatility and global uncertainty;

• the fact that Squarespace has the ability to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;

• the fact that, notwithstanding that the Purchaser Filing Parties are not entitled to, and did not, rely on the opinion provided by Centerview to the Special Committee on May 12, 2024, the opinion of Centerview rendered to the Special Committee, which was subsequently confirmed by delivery of a written opinion of Centerview dated May 12, 2024, stated that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Per Share Price to be paid to the Unaffiliated Company Stockholders (other than with respect to any Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders;

• the fact that the Merger consideration and the terms and conditions of the Merger were the result of the Special Committee’s extensive arm’s length negotiations with Parent;

• Squarespace’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any alternative acquisition proposal that constitutes, or is reasonably likely to lead to, a Superior Proposal;

• Squarespace’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into a definitive agreement related to a Superior Proposal, subject to paying Parent a termination fee of $198,700,000 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;

56

• the availability of appraisal rights to Squarespace’s stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares;

• the fact that the Permira Filing Parties have not made any purchases required to be disclosed in response to Item 1002(f) of Reg M-A; and

• the fact that, in certain circumstances under the terms of the Merger Agreement, the Special Committee and the Squarespace Board are able to change, withhold, withdraw, qualify or modify their recommendation that Squarespace stockholders vote in favor of the proposal to adopt the Merger Agreement.

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

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

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

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

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

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

• (1) the fact that the unaffiliated security holders of Squarespace will not participate in any future earnings, appreciation in value or growth of Squarespace’s business and will not benefit from any potential sale of Squarespace or its assets to a third party in the future, (2) the risk that the Merger might not be completed in a timely manner or at all, and (3) the fact that Parent and Merger Sub are newly formed corporations with essentially no assets other than the funding commitments of the Equity Investors and the rollover commitments of the Rollover Stockholders;

• the restrictions on the conduct of Squarespace’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent Squarespace from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of Squarespace pending completion of the Merger;

• the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on Squarespace’s business and relationships with its employees, vendors and customers;

57

• subject to the terms and conditions of the Merger Agreement, beginning on the No-Shop Period Start Date (as defined herein), Squarespace and its subsidiaries are restricted from soliciting, proposing, initiating or knowingly encouraging the submission of acquisition proposals from third parties or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal;

• the possibility that the amounts that may be payable by Squarespace upon the termination of the Merger Agreement, including payment to Parent of a termination fee of $198,700,000 in cash, and the processes required to terminate the Merger Agreement, including the opportunity for Parent to negotiate to make adjustments to the Merger Agreement, could discourage other potential acquirors from making a competing bid to acquire Squarespace; and

• the fact that the receipt of cash by a U.S. Holder in exchange for shares of Squarespace Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

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

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

Materials Provided to Permira by Goldman Sachs

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

Permira instructed Goldman Sachs to include in the GS Discussion Materials certain public materials that might be relevant to financial considerations relating to a transaction involving Squarespace and certain public materials relating to transactions that might be considered relevant precedents. Permira did not impose any limitations on the scope of the investigation by Goldman Sachs or the information included in the GS Discussion Materials. The GS Discussion Materials are factual in nature and do not contain any findings or recommendations.

The GS Discussion Materials were provided solely for the benefit of Permira for its information and assistance in connection with its consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger and were not provided to Squarespace, the Special Committee or the Board prior to the execution of the Merger Agreement. The GS Discussion Materials do not convey rights or remedies upon the holders of any class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena or any other person and should not be relied on as the basis for any other purpose or any investment decision. Although Goldman Sachs provided financial advisory services to Permira in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger,

58

Goldman Sachs was not requested to provide, and did not provide, to Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, the holders of any class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, or any other person (i) any opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the Merger Agreement or the Merger consideration to Squarespace, the Buyer Parties, Permira, Accel, General Atlantic, Casalena, any holder of Squarespace Common Stock, or the holders of any other class of securities, creditors or other constituencies of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic or Casalena, (ii) any other valuation of Squarespace, the Buyer Parties, Permira, Accel, General Atlantic or Casalena for the purpose of assessing the fairness of the Merger consideration to any such person or (iii) any advice or recommendation as to the underlying decision by Permira to engage in the transactions contemplated by the Merger Agreement. Additionally, Goldman Sachs was not asked to, and did not, among other things, provide any recommendation as to how to vote or act on any matters relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, or otherwise. In addition, the financial analyses and observations reflected in the GS Discussion Materials should not be viewed as a factor considered by Permira, the Board, the Special Committee, Squarespace’s management or otherwise with respect to the fairness of any consideration (including, without limitation, the Merger consideration), the Merger Agreement and the transactions contemplated thereby, including the Merger or otherwise. Further, the GS Discussion Materials do not constitute a recommendation to Permira, the Board, the Special Committee, Squarespace’s management or otherwise with respect to the fairness of any consideration (including, without limitation, the Merger consideration), the Merger Agreement and the transactions contemplated thereby, including the Merger, or otherwise. Goldman Sachs did not address the underlying business decision of any party to the Merger Agreement to effect or enter into the Merger Agreement, the relative merits of the Merger Agreement and the transactions contemplated thereby, including the Merger, as compared to any alternative business strategies that might exist for any such party or the effect of any other transaction which any such party might engage in or consider. Because Goldman Sachs was not requested to, and did not, deliver a fairness opinion in connection with the transactions contemplated by the Merger Agreement, it did not perform financial analyses with a view towards those analyses supporting a fairness opinion. The GS Discussion Materials were preliminary and informational and are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

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

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

In connection with their engagement, Goldman Sachs reviewed, among other things, certain publicly available business and financial information concerning Squarespace. The GS Discussion Materials were based on then-publicly available business and financial information about Squarespace. Goldman Sachs assumed and relied, without independent verification, upon the accuracy and completeness of all such information. With respect to any financial forecasts, projections, other estimates and other forward-looking information provided to or otherwise

59

obtained by Goldman Sachs from public sources, data suppliers and other third parties, Goldman Sachs assumed that such forecasts, projections, other estimates and information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the preparer as to, and were a reasonable and reliable basis upon which to evaluate, the matters covered thereby. Goldman Sachs expressed no view as to any of the foregoing financial forecasts, projections, other estimates and other forward-looking information or the assumptions on which they were based. No representation or warranty, express or implied, was made by Goldman Sachs in relation to the accuracy or completeness of the information presented in the GS Discussion Materials or their suitability for any particular purpose. Goldman Sachs also considered such other factors as Goldman Sachs deemed appropriate. Goldman Sachs expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial forecasts, projections, other estimates or other forward-looking information provided to, obtained or otherwise reviewed by, or discussed with, Goldman Sachs, or the assumptions upon which they are based. Goldman Sachs did not conduct, and was not provided with, any independent valuation or appraisal of any assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Squarespace or Parent or any other company or business, nor did Goldman Sachs make any physical inspection of the properties or assets of Squarespace or Parent or any other company or business, nor did Goldman Sachs evaluate the solvency of Squarespace or Parent or any other company or business under any state or federal laws relating to bankruptcy, insolvency or similar matters or the ability of Squarespace or Parent to pay their respective obligations when they come due. The information in the GS Discussion Materials is subject to the assumptions, limitations, qualifications and other conditions contained therein and is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such presentation. The matters considered by Goldman Sachs in their financial analyses and reflected in the GS Discussion Materials were necessarily based on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors as in effect on, and information made available to Goldman Sachs as of the date of such GS Discussion Materials. Many such conditions are beyond the control of Squarespace, Parent and Goldman Sachs. Permira did not give any specific instructions nor impose any limitations on Goldman Sachs with respect to the preparation of the GS Discussion Materials.

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

Goldman Sachs was not requested to, and did not, recommend or determine the consideration payable in the Merger Agreement. The type and amount of consideration payable in the Merger Agreement were determined through negotiations among Permira, on the one hand, and Squarespace, the Special Committee and the Board, on the other

60

hand, and the decision to enter into the Merger Agreement was that of the parties to the Merger Agreement. The GS Discussion Materials were viewed by Permira as having limited relevance and were not relied on by Permira in arriving at the decision to enter into the Merger Agreement or the transactions contemplated thereby, including the Merger.

The summary set forth below does not represent the relative importance or weight given to those financial analyses or observations by Goldman Sachs. In general, the preparation of financial analyses, information and data is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial analyses and information are not readily susceptible to summary description. Future results may be different from those described and such differences may be material.

Summary of the GS Discussion Materials

The GS Discussion Materials are presentations that representatives of Goldman Sachs presented to the representatives of Permira with respect to the transactions contemplated by the Merger Agreement and consisted of preliminary financial analyses related to those transactions as described below.

GS Discussion Materials - Exhibit 16(c)(ix)

The GS Discussion Materials attached as Exhibit 16(c)(ix) to the Schedule 13E-3 review a range of financial considerations using publicly available information, including:

• the historical trading price per share for Squarespace Common Stock and the drivers of share price performance since listing (including changes in margin, changes in estimates (excluding margin impact, multiple expansion (contraction), changes in net debt and changes in shares outstanding);

• a comparison of the historical trading prices for Squarespace Common Stock and common stock for other selected companies for the period from June 2021 to April 2024 (during which period the Company’s share price had declined approximately 34% and the share price of Wix.com Ltd., Block, Inc., Shopify Inc. and GoDaddy.com, LLC had declined/(increased) by approximately 49%, 66%, 39% and (53%), respectively);

• focus areas for investors in Squarespace (including questions regarding sustainable revenue growth rates, return on investment in various investments by the Company, the opportunity to integrate Generative AI into the business, the Company’s capital allocation policy given its free cash flow generation profile, the amount of sales and marketing and research and development expense required to differentiate against new business formation to sustain growth, steps that can be taken to reverse the deterioration of customer acquisition cost and the impact that initiatives around bundling and new pricing packages will have on profitability);

• top buyers and sellers of Squarespace Common Stock;

• institutional investors with the capacity to buy Squarespace Common Stock; and

• a comparison of certain economic metrics of Squarespace and its peers in the software industry as set forth in the table below (the “Selected Companies”). Although none of the Selected Companies is directly comparable to Squarespace, the Selected Companies included were chosen because they are publicly traded companies in the software industry with operations that, for purposes of analysis, may be considered similar to certain operations of Squarespace:

		Select Peers				SMB-Focused Software Peers2	Enterprise Software Peers2
	Squarespace	Wix.com Ltd	GoDaddy.com, LLC	Block, Inc.	Shopify, Inc.	3	4
LFQ YoY Growth	18%	14%	6%	24%	25%	20%	9%
CY24-26E Rev CAGR	13%	13%	7%	15%	20%	16%	11%
CY24E EBITDA Margin	24%	19%	29%	26%	16%	19%	47%
CY24E uFCF Margin	29%	21%	30%	17%	15%	18%	27%
EV/NTM Rev	4.7x	4.4x	4.6x	3.6x	10.3x	5.6x	7.7x
Growth Adj. Rev1	0.38x	0.36x	0.66x	0.31x	0.55x	0.39x	0.73x

61

		Select Peers				SMB-Focused Software Peers2	Enterprise Software Peers2
	Squarespace	Wix.com Ltd	GoDaddy.com, LLC	Block, Inc.	Shopify, Inc.	3	4
EV/NTM GP	6.1x	6.4x	7.2x	4.5x	20.1x	7.0x	10.1x
Growth Adj. GP1	0.50x	0.52x	1.04x	0.40x	1.08x	0.52x	0.99x
EV/NTM EBITDA	19.9x	22.1x	15.4x	16.6x	62.7x	21.4x	20.4x
Growth Adj. EBITDA1	1.57x	1.89x	2.25x	1.21x	3.53x	2.12x	1.66x
EV/NTM uFCF	16.9x	19.3x	14.9x	22.4x	68.3x	29.8x	33.7x
Growth Adj. uFCF1	1.33x	1.67x	2.20x	1.83x	3.78x	2.38x	3.04x
LTM Stock Price Performance	11%	35%	60%	9%	58%	19%	47%

Source: Factset, Bloomberg, public filings as of 04-Apr-2024. Note: Median metrics displayed for SMB-Focused Software and Enterprise Software peers; non-growth adj. multiples >100x or <(100)x considered NM.

(1)
Growth adjusted multiple calculated as EV / NTM multiple over CY24 -26 CAGR; growth-adj. multiples >10x or <(10)x considered NM.

(2)
Represents the median.

(3)
Includes Bill.com, Holdings, Inc., DocuSign, Inc., HubSpot, Inc., Klaviyo, Inc., Intuit Inc., Box, Inc., LegalZoom.com, Inc., The Sage Group plc, Freshworks Inc., Sprout Social, Inc., Braze, Inc., ZoomInfo Technologies Inc., Toast, Inc., Confluent, Inc., DigitalOcean Holdings, Inc., Paycor HCM, Inc., Semrush Holdings, Inc., and EverCommerce Inc.

(4)
Includes Microsoft Corporation, Salesforce, Inc., SAP SE and Oracle Corporation.

GS Discussion Materials - Exhibit 16(c)(x)

The GS Discussion Materials attached as Exhibit 16(c)(x) to the Schedule 13E-3 review a range of precedent transaction data using publicly available information, including:

• transaction premia for all-cash deals in the technology, media and telecommunications industry in the United States since January 1, 2017 with an enterprise value greater than $200 million, which indicated:

○ 25^th percentile, median and 75^th percentile premia of 19%, 30% and 47%, respectively, to the undistributed price;

○ 25^th percentile, median and 75^th percentile premia of 32%, 56% and 91%, respectively, to undisturbed price when such undisturbed price was between 0% and 50% of the 52 week high;

○ 25^th percentile, median and 75^th percentile premia of 21%, 41% and 64%, respectively, to undisturbed price when such undisturbed price was between 50% and 60% of the 52 week high;

○ 25^th percentile, median and 75^th percentile premia of 26%, 48% and 53%, respectively, to undisturbed price when such undisturbed price was between 60% and 70% of the 52 week high;

○ 25^th percentile, median and 75^th percentile premia of 25%, 31% and 43%, respectively, to undisturbed price when such undisturbed price was between 70% and 80% of the 52 week high;

○ 25^th percentile, median and 75^th percentile premia of 20%, 29% and 35%, respectively, to undisturbed price when such undisturbed price was between 80% and 90% of the 52 week high; and

○ 25^th percentile, median and 75^th percentile premia of 8%, 18% and 27%, respectively, to undisturbed price when such undisturbed price was 90% or higher of the 52 week high.

• transaction premia for the following related party transactions in the United States with an enterprise value greater than $200 million since 2008:

○ Endeavor Group Holdings, Inc.’s $25 billion take-private by Silver Lake Group, LLC and EngageSmart, Inc.’s $4 billion take-private by Vista Equity Partners, which had transaction premia of 8.7% and 13.9%, respectively;

○ 13E-3 take privates, which indicated a median premium of 29.1%;

○ significant insider buyouts (15-49% pre-deal ownership), which indicated a median transaction premia of 33.2%; and

○ minority squeeze outs (50-95% pre-deal ownership), which indicated a median transaction premia of 32.9%.

62

• EV / NTM revenue multiples from the following transactions in the software industry, each of which had an enterprise value greater than $1 billion and greater than 15% revenue growth since 2019, which indicated (i) 25^th percentile, median and 75^th percentile EV / NTM revenue multiples of 8.0x, 8.6x and 9.0x, respectively, and (ii) minimum, maximum, 25^th percentile and median EV / NTM revenue multiples of 5.1x, 12.9x, 6.2x and 8.4x, respectively, for all sponsor deals (as indicated below):

Target	Acquiror	Announcement Date	Sponsor Deal? (Yes/No)
Slack Technologies, Inc.	Salesforce.com, Inc.	December 2020	No
Five9, Inc.	Zoom Video Communications, Inc.	July 2021	No
SailPoint Technologies Holdings, Inc.	Thoma Bravo, LLC	April 2022	Yes
Anaplan, Inc.	Thoma Bravo, LLC	June 2022	Yes
KnowBe4, Inc.	Vista Equity Partners Management, LLC	October 2022	Yes
Tableau Software, LLC	Salesforce.com, Inc.	June 2019	No
Medallia, Inc.	Thoma Bravo, LLC	July 2021	Yes
Mandiant Solutions, LLC	Alphabet Inc.	March 2022	No
Proofpoint, Inc.	Thoma Bravo, LLC	April 2021	Yes
Avalara, Inc.	Vista Equity Partners Management, LLC	August 2022	Yes
Coupa Software Incorporated	Thoma Bravo, LLC	December 2022	Yes
Momentive Global Inc.	Zendesk, Inc.	October 2021	No
ForgeRock, Inc.	Thoma Bravo, LLC	October 2022	Yes
Pluralsight, Inc.	Vista Equity Partners Management, LLC	March 2021	Yes
Ultimate Software Group, Inc.	Hellman & Friedman LLC	February 2019	Yes
Datto, Inc.	Kaseya Limited	April 2022	No
Ping Identity Holding Corp.	Thoma Bravo, LLC	August 2022	Yes
Instructure Holdings, Inc.	Thoma Bravo, LLC	February 2020	Yes
Cvent Holding Corp.	The Blackstone Group Inc.	March 2023	Yes
Zendesk, Inc.	Investor Group	June 2022	Yes
UserTesting, Inc.	Thoma Bravo, LLC	October 2022	Yes

• last twelve month EV / EBITDA multiples from the following select precedent transactions, each of which had an enterprise value greater than $1 billion in the technology, media and telecommunications industry, which indicated a median last twelve month EV / EBITDA multiple of 11.1x:

Target	Acquiror	Announcement Date
Digital Room LLC	Sycamore Partners Management, L.P.	December 2021
Endurance International Group Holdings, Inc.	Clearlake Capital Group, L.P.	November 2020
Cision Ltd.	Platinum Equity, LLC	October 2019
Shutterfly, Inc.	Apollo Global Management, Inc.	June 2019
Web.com Group, Inc.	Siris Capital Group, LLC	June 2018
Host Europe Group Limited	GoDaddy Inc.	December 2016
1&1 Ionos, Inc.	Warburg Pincus LLC	November 2016
Constant Contact, Inc.	Endurance International Group Holdings, Inc.	November 2015
Conversant, Inc.	Alliance Data Systems Corporation	September 2014

Miscellaneous

Goldman Sachs has provided certain financial advisory and/or underwriting services to Squarespace and to its affiliates from time to time, including having acted as bookrunner in connection with a secondary offering for Squarespace in September 2023. During the two-year period ended May 13, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Squarespace and/or its affiliates of approximately $790,000. Goldman Sachs Investment Banking may provide financial advisory or underwriting services to Squarespace and/or its affiliates in the future, and in connection with any such services, Goldman Sachs may receive compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Permira and to its affiliates and/or portfolio companies from time to time

63

for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Permira Advisers Hong Kong in connection with the sale of Tricor Services to Baring Private Equity Asia in June 2022; as bookrunner in connection with a high yield offering for Best Secret GmbH, a portfolio company of Permira, in July 2022; as financial advisor to Permira in connection with the acquisition of a minority stake in GoCardless in August 2022; as financial advisor to Teraco Data Environments, a portfolio company of Permira, in connection with its sale to Digital Realty in August 2022; as placement agent in connection with a private placement for Klarna AB, a portfolio company of Permira, in September 2022; as bookrunner in connection with a secondary offering for Clearwater Analytics LLC, a portfolio company of Permira, in March 2023; as bookrunner in connection with a high yield offering for CABB GmbH, a portfolio company of Permira, in April 2023; as book runner in connection with a secondary offering for Cinven (UK), a portfolio company of Permira, in June 2023; as bookrunner in connection with a high yield offering for Best Secret GmbH, a portfolio company of Permira, in June 2023; as co-financial advisor to Permira in connection with the acquisition of Adevinta in November 2023; as co-financial advisor to Alter Domus Sarl, a portfolio company of Permira, in connection with its sale to Cinven in March 2024; as bookrunner in connection with a bank loan to Personal & Infomatik Ag (P&I), a portfolio company of Permira, in March 2024; and as bookrunner in connection with a bank loan to Genesys Telecommunications Laboratories, Inc., a portfolio company of Permira, in March 2024. The aggregate amount of compensation Goldman Sachs Investment Banking (x) has recognized for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Permira and/or its affiliates and/or portfolio companies during the two-year period ended May 13, 2024 and (y) is entitled to receive pursuant to an engagement letter between Permira Advisers and Goldman Sachs in connection with the Merger and the Debt Financing (assuming consummation of the Merger) is approximately $80.3 million. Goldman Sachs Investment Banking may provide financial advisory or underwriting services to Permira and/or its affiliates and/or portfolio companies in the future, and in connection with any such services, Goldman Sachs may receive compensation.

Goldman Sachs has provided certain financial advisory and/or underwriting services to Accel Management and to its affiliates and/or portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation. During the two-year period ended May 13, 2024, Goldman Sachs did not recognize compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Accel Management and/or its affiliates and/or portfolio companies (other than Squarespace as discussed above). Goldman Sachs Investment Banking may provide financial advisory or other services to Accel Management and/or its affiliates and/or portfolio companies in the future, and in connection with any such services, Goldman Sachs may receive compensation.

Goldman Sachs has provided certain financial advisory and/or underwriting services to General Atlantic and to its affiliates and/or portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation. During the two-year period ended May 13, 2024, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to General Atlantic and/or its affiliates and/or portfolio companies of approximately $57.0 million (which figure does not include compensation for services to Squarespace as discussed above). Goldman Sachs Investment Banking may provide financial advisory or underwriting services to General Atlantic and/or its affiliates and/or portfolio companies in the future, and in connection with any such services, Goldman Sachs may receive compensation.

During the two-year period ended May 13, 2024, Goldman Sachs Investment Banking had not been engaged to provide financial advisory or underwriting services to any of the Casalena Filing Parties, and Goldman Sachs did not recognize any compensation from the Casalena Filing Parties during such period. Goldman Sachs Investment Banking may provide financial advisory or advisory services to the Casalena Filing Parties and/or their affiliates in the future, and in connection with any such services, Goldman Sachs may receive compensation.

Position of the Rollover Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Casalena Filing Parties, the Accel Filing Parties and the General Atlantic Filing Parties may be deemed to be an affiliate of Squarespace, and therefore required to express their belief as to the fairness of the proposed Merger to Squarespace’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act and, absent the Merger and the transactions contemplated thereby, neither the Accel Filing Parties nor the General Atlantic Filing Parties believes that it (i) directly or indirectly, controls, is controlled by, or is under common control with Squarespace or (ii) is a member of a controlled group or under common control with the Purchaser Filing Parties. The Merger is a Rule 13e-3 transaction for which a Schedule

64

13E-3 Transaction Statement has been filed with the SEC. The Rollover Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Rollover Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Squarespace stockholder as to how that stockholder should vote on the Merger Proposal. The Rollover Filing Parties have interests in the Merger both the same as those of the unaffiliated security holders of Squarespace by virtue of the expected receipt of the Per Share Price for a portion of the Rollover Filing Parties’ equity interests in Squarespace upon completion of the Merger, and not identical to those of the unaffiliated security holders of Squarespace by virtue of the Rollover Filing Parties’ commitment to roll over a portion of their ownership stake in Squarespace (such rollover being valued with the same valuation per share of Squarespace Common Stock as the Per Share Price) in exchange for a continuing ownership stake in a direct or indirect parent entity of Parent.

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

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

• the current and historical market prices of Squarespace Common Stock, including the market performance of Squarespace Common Stock relative to those of other participants in Squarespace’s industry and general market indices, and the fact that the Per Share Price represents a 15% premium to the closing price of Squarespace Common Stock of $38.19 per share on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, a premium of approximately 29% over the 90-day volume weighted average trading price of $34.09 per share on May 10, 2024, as well as a 32% premium to the weighted-average price per share for the share repurchases undertaken by Squarespace during the three months ended March 31, 2024; Squarespace Common Stock traded as low as $26.70 per share during the 52-week period prior to the announcement of the Merger;

• the fact that the Per Share Price will be paid to the unaffiliated security holders in all cash, thus allowing the unaffiliated security holders of Squarespace to immediately realize a certain and fair value for their shares, which value represents a significant premium to (i) the closing price of Squarespace Common Stock on May 10, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, (ii) the weighted-average price per share for the share repurchases undertaken by Squarespace during the three months ended March 31, 2024 and (iii) the volume-weighted average stock price of Squarespace Common Stock for the 90 days ended May 10, 2024;

• the fact that all of the members of the Special Committee were and are independent directors and not affiliated with any Rollover Filing Party; in addition, none of the members of the Special Committee is or ever was an employee of Squarespace or any of its subsidiaries or affiliates and none of such members has any financial interest in the Merger that is different from that of the unaffiliated security holders other than such members’ right to receive Squarespace Board compensation and Special Committee compensation

65

(which are not contingent upon the completion of the Merger or the Special Committee’s or the Squarespace Board’s recommendation and/or authorization and approval of the Merger) and such members’ rights to indemnification and liability insurance under their respective indemnification agreements entered into with Squarespace and under the Merger Agreement;

• the fact that the Special Committee and the Squarespace Board were fully informed about the extent to which the interests of the Rollover Filing Parties in the Merger differed from those of the unaffiliated security holders of Squarespace;

• the fact that the Squarespace Board, acting upon the recommendation of the Special Committee, unanimously determined that the Merger Agreement is in the best interests of Squarespace and its stockholders and declared the Merger Agreement and the consummation of the Merger and the transactions contemplated thereby advisable;

• the fact that the Merger Agreement was in fact approved by a majority of the directors of Squarespace who are not employees of Squarespace;

• the fact that the closing of the Merger is conditioned on Squarespace’s receipt of the requisite Squarespace stockholder approvals, including the affirmative vote of the holders of a majority of the outstanding shares of Squarespace Common Stock held by the Unaffiliated Company Stockholders of Squarespace to adopt the Merger Agreement; and

• the Rollover Filing Parties’ belief that the likelihood of completing the Merger, which would result in the payment of the Merger consideration to the unaffiliated security holders, is increased in light of the fact that the Rollover Filing Parties have agreed to vote all of their shares of Squarespace Common Stock in favor of the proposal to adopt the Merger Agreement.

The Rollover Filing Parties believe the foregoing factors, including the ones described under the sections of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board” and “Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Squarespace. As described in the section of this proxy statement captioned “—Transactions in Squarespace Common Stock,” none of the Rollover Filing Parties have purchased any Squarespace Common Stock during the past two years, and therefore none of the Rollover Filing Parties were able to, nor did they, consider the purchase prices paid for any Squarespace Common Stock by any of the Rollover Filing Parties during the past two years. This position however, is not intended to be and should not be construed as a recommendation to any Squarespace stockholder to approve the Merger Agreement. The Rollover Filing Parties make no recommendation as to how stockholders of Squarespace should vote their shares relating to the Merger.

Plans for Squarespace After the Merger

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

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

The Purchaser Filing Parties currently anticipate that Squarespace’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that Squarespace will cease to

66

be a public company and will instead be a wholly owned subsidiary of Parent). Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess what additional changes, if any, would be desirable following the Merger.

Purposes and Reasons of the Purchaser Filing Parties

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

For the Purchaser Filing Parties, the primary purpose for the Merger is to benefit from any future earnings and growth of Squarespace after the merger of Merger Sub with and into Squarespace, making Squarespace privately held and wholly owned by Parent. The Purchaser Filing Parties believe that structuring the transaction in this manner is preferable to other transaction structures because it (i) enable Parent to acquire all of the outstanding shares of Squarespace Class A Common Stock at the same time, (ii) represents an opportunity for the Unaffiliated Company Stockholders to receive $44.00 in cash per share of Squarespace Class A Common Stock, without interest thereon and less any applicable withholding taxes, and (iii) allows the Rollover Stockholders to maintain a portion of their investment in Squarespace through their commitments to roll over a portion of their existing equity interests in Squarespace into equity interests of a direct or indirect parent entity of Parent. The Merger will also allow each of the Rollover Stockholders to immediately realize in cash the value of a portion of their respective equity interests in Squarespace. In the course of considering the going-private transaction, the Purchaser Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Purchaser Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives.

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

Certain Effects of the Merger

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

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

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

• each certificate formerly representing any shares of Squarespace Common Stock or any book-entry shares that represented shares of Squarespace Common Stock immediately prior to the Effective Time (except for Owned Company Shares) will automatically be canceled and extinguished and will automatically convert into the right to receive cash in an amount equal to the Per Share Price, without interest and subject to any applicable withholding taxes;

67

• the Owned Company Shares (which include the Rollover Shares, which will have been contributed to Parent (or a direct or indirect parent company thereof) immediately prior to the Effective Time pursuant to the Support Agreements) will be cancelled for no consideration;

• each outstanding Squarespace Option (other than any Out-of-the-Money Option) that is vested by its terms as of the Effective Time will be cancelled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of the excess of the Per Share Price over the applicable exercise price per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date;

• each outstanding Squarespace Option (other than any Out-of-the-Money Option) that is not vested as of the Effective Time will be converted into a Converted Option Award, which is the contractual right to receive a payment in an amount of cash equal to the product of the excess of the Per Share Price over the applicable exercise per share of Squarespace Common Stock subject to such Squarespace Option multiplied by the number of shares of Squarespace Common Stock subject to such Squarespace Option. Each Converted Option Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace Option immediately prior to the Effective Time;

• any outstanding Out-of-the-Money Options, whether vested or unvested, will be cancelled at the Effective Time for no consideration;

• each outstanding Squarespace RSU and Squarespace PSU that is either vested by its terms as of the Effective Time or held by a non-employee of Squarespace will be converted into the right to receive a lump sum cash payment, without interest, equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date;

• each outstanding Squarespace RSU and Squarespace PSU (other than Forfeited Squarespace PSUs) that is not vested by its terms as of the Effective Time (other than any such award held by a non-employee of Squarespace) will be converted into a Converted Full Value Award, which is the contractual right to receive a payment in an amount of cash equal to the product of the Per Share Price multiplied by the number of shares of Squarespace Common Stock subject to the applicable Squarespace RSU or Squarespace PSU (with the number of shares of Squarespace Common Stock subject to Squarespace PSUs determined in accordance with the applicable award agreement prior to the closing). Each Converted Full Value Award will remain subject to the same vesting terms and conditions that applied to the associated Squarespace RSU or Squarespace PSU, as applicable, immediately prior to the Effective Time; and

• each Forfeited Squarespace PSU will be forfeited as of the Effective Time for no consideration.

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

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

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

68

Benefits of the Merger for the Unaffiliated Security Holders

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

Detriments of the Merger to the Unaffiliated Security Holders

The primary detriment of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by Squarespace after the Merger, including as a result of any sale of Squarespace or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Squarespace Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section entitled “—U.S. Federal Income Tax Considerations of the Merger”) who surrender their Squarespace Common Stock in the Merger.

Certain Effects of the Merger for the Purchaser Filing Parties

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

The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the surviving company and will therefore have a corresponding 100% interest in the surviving company’s net book value and net earnings. The table below sets forth the beneficial ownership of Squarespace Common Stock and resulting interests in Squarespace’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on Squarespace’s net book value at June 30, 2024 and net earnings for the six months ended June 30, 2024, as if the Merger were completed on such date.

	Beneficial Ownership of Squarespace Prior to the Merger(1)			Beneficial Ownership of Squarespace After the Merger(2)
($ in thousands)	% Ownership	Net Book Value at June 30, 2024(3)	Net Income for the Six Months Ended June 30, 2024(4)	% Ownership(5)	Net Book Value at June 30, 2024(3)	Net Income for the Six Months Ended June 30, 2024(4)
Parent	—	$—	$—	100%	$(242,869.00)	$6,277.00
Permira Filing Parties	—	—	—	49.1%(6)	$(119,248.67)	$3,082.01
Casalena Filing Parties	32.5%	$(78,932.34)	$2,040.03	33.4%	$(81,118.25)	$2,096.52
General Atlantic Filing Parties	11.3%	$(27,444.20)	$709.30	8.5%	$(20,643.87)