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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

 ☐
Soliciting Material Pursuant to §240.14a-12

Commission file number:

HireRight Holdings Corporation

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials

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

 

HireRight Holdings Corporation

100 Centerview Drive, Suite 300

Nashville, Tennessee 37214

May 17, 2024

Dear Stockholders: 

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of HireRight Holdings Corporation (the “Company” or “HireRight”), which will be held online at www.virtualshareholdermeeting.com/HRT2024SM, on June 21, 2024, at 11:30 a.m. Eastern Time. You may submit questions and vote online during the online Special Meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and HireRight. Details regarding the business to be conducted at the Special Meeting are described in the accompanying proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”). For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

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

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

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

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

The HireRight Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested directors of HireRight to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger, and other alternatives available to HireRight. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on February 15, 2024, unanimously (i) determined that the Merger

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

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

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

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

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

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

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

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

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

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

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

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

Thank you in advance for your continued support.

Sincerely,

 

Guy Abramo

President and Chief Executive Officer

The accompanying proxy statement is dated May 17, 2024, and is first being mailed to HireRight’s stockholders on or about May 17, 2024. Capitalized terms used, but not defined, in this letter to stockholders have the meanings given to such terms in the accompanying proxy statement.

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

 
100 Centerview Drive, Suite 300
Nashville, Tennessee 37214

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of HireRight Holdings Corporation, which we refer to as the “Company” or “HireRight,” to be held on June 21, 2024, at 11:30 a.m. Eastern Time. The Special Meeting will be held entirely online. You will be able to attend the Special Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HRT2024SM. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The accompanying proxy statement, including the summary of the Merger Agreement (as defined below) in the proxy statement and the copy of the Merger Agreement attached thereto as Annex A, is incorporated by reference into this Notice of Special Meeting. Capitalized terms used, but not defined, in this Notice of Special Meeting have the meanings given to such terms in the accompanying proxy statement.

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

1.
a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of February 15, 2024 (the “Merger Agreement”), by and among Hearts Parent, LLC, a Delaware limited liability company (“Parent”), Hearts Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”) and HireRight, pursuant to which Merger Sub will merge with and into HireRight, with HireRight surviving such merger as the surviving corporation (the “Merger”), and approve the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”) (a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement); and

2.
a proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

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

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

The record date for the Special Meeting is May 7, 2024 (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of HireRight. You may submit a proxy to vote your shares on the Internet, by telephone or by mail or you may attend the virtual Special Meeting and vote in person.

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

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

Your vote is very important, regardless of the number of shares of HireRight common stock, par value $0.001 per share (“Company Common Stock”), you own. The approval of the Merger Agreement

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

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

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

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

By Order of the HireRight Board of Directors,

 

Guy Abramo

President and Chief Executive Officer

HireRight Holdings Corporation 100 Centerview Drive, Suite 300

Nashville, Tennessee 37214

Dated: May 17, 2024

TABLE OF CONTENTS

	Page
Defined Terms	iv
Summary Term Sheet	1
Questions and Answers About the Proposals and the Special Meeting	12
Special Factors	21
Background of the Merger	21
Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law	36
Certain Conflicts Disclosure	37
Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger	37
Opinion of the Special Committee’s Financial Advisor	43
Position of the Purchaser Filing Parties as to the Fairness of the Merger	49
Purpose and Reasons of the Purchaser Filing Parties for the Merger	55
Plans for HireRight After the Merger	55
Certain Effects of the Merger	56
Certain Effects on HireRight If the Merger Is Not Completed	59
Certain Unaudited Prospective Financial Information	59
Interests of Executive Officers and Directors of HireRight in the Merger	64
Special Committee Compensation	69
Intent of the Directors and Executive Officers to Vote in Favor of the Merger	69
Intent of the Purchaser Filing Parties to Vote in Favor of the Merger	69
Material U.S. Federal Income Tax Consequences of the Merger	70
Financing of the Merger	72
Limited Guarantees	73
Fees and Expenses	74
Accounting Treatment	74
Regulatory Approvals	74
Litigation Relating to the Merger	74
Appraisal Rights	74
Support Agreements	75
Effective Time of the Merger	76
Exchange and Payment Procedures	76
The Merger Agreement	77
Explanatory Note Regarding the Merger Agreement	77
Effect of the Merger	77
Closing and Effective Time	77
Directors and Officers; Certificate of Incorporation; Bylaws	78
Merger Consideration	78
Exchange and Payment Procedures	80
Representations and Warranties	80
Conduct of Business Pending the Merger	83
Solicitation of Other Offers	86
Recommendation Changes	88
Employee Benefits	90
Conditions to the Closing of the Merger	91
Indemnification and Insurance	92
Other Covenants	93
Termination of the Merger Agreement	95
Termination Fees	97

i

	Page
Specific Performance	98
Limitations of Liability	98
Fees and Expenses	99
Amendment	99
Governing Law	99
Cautionary Statement Concerning Forward-Looking Information	100
Parties to the Merger	101
The Company	101
The Buyer Parties	101
The Special Meeting	102
Date, Time and Place	102
Purpose of the Special Meeting	102
Recommendation of HireRight Board	102
Record Date and Quorum	102
Vote Required	103
Voting Intentions of HireRight’s Directors and Executive Officers	103
Voting	104
Abstentions	105
How to Vote	105
Proxies and Revocation	106
Technical Support	106
Questions	106
Adjournments and Postponements	106
Anticipated Date of Completion of the Merger	107
Appraisal Rights	107
Solicitation of Proxies; Payment of Solicitation Expenses	113
The Merger (The Merger Agreement Proposal ― Proposal 1)	114
The Proposal	114
General	114
Vote Required	114
Appraisal Rights	114
Vote Recommendation	115
Adjournment of the Special Meeting (the Adjournment Proposal―Proposal  2)	116
The Proposal	116
General	116
Vote Required	116
Vote Recommendation	116
Provisions for Unaffiliated Stockholders	117
Other Important Information Regarding HireRight	118
Directors and Executive Officers of HireRight	118
Book Value per Share	123
Market Price of Shares of Company Common Stock and Dividends	123
Dividends	124
Stock Repurchases	124
Security Ownership of Certain Beneficial Owners and Management	124
Prior Public Offerings	126
Certain Transactions in the Shares of Company Common Stock	126
Selected Historical Consolidated Financial Data	127
Stockholders Agreement	128
Other Important Information Regarding the Purchaser Filing Parties	130
The Buyer Parties	130

ii

	Page
General Atlantic Filing Parties	130
Stone Point Filing Parties	131
Delisting and Deregistration of Common Stock	133
Stockholder Proposals and Nominations	133
Requirements for Stockholder Proposals to Be Considered for Inclusion in HireRight’s Proxy Materials	133
Requirements for Stockholder Proposals to Be Brought Before the Annual Meeting	133
Requirements for Stockholder Nominations for HireRight Board Directors	133
Where You Can Find More Information	134

iii

DEFINED TERMS

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

2018 Equity Plan has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

2021 Equity Plan has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Adjournment Proposal means the proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.

Buyer Parties means Merger Sub and Parent.

Centerview means Centerview Partners LLC, the Special Committee’s financial advisor.

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

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

Company Common Stock means HireRight’s common stock, par value $0.001 per share.

Company Equity Award has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Company ESPP has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Company Option means each option to purchase shares of Company Common Stock granted under either the 2018 Equity Plan or the 2021 Equity Plan.

Company PRSU means each restricted stock unit award granted under the 2021 Equity Plan that is subject to one or more performance-based vesting conditions.

Company Related Parties means (i) HireRight and its subsidiaries and their respective affiliates and (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders and assignees of HireRight and its subsidiaries and their respective affiliates, in each case, excluding HireRight.

Company RSU means each restricted stock unit award granted under the 2021 Equity Plan (other than a Company PRSU), including any such award that was granted subject to one or more performance-based vesting conditions but which is no longer subject to any performance-based vesting conditions.

Company Securities has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Debt Commitment Letter means the incremental commitment letter, dated February 15, 2024 (as amended and restated on March 7, 2024), by and among Parent, Goldman Sachs Bank USA, Royal Bank of Canada, SPC Capital Markets LLC, SPC Financing Company LLC, Barclays Bank PLC, Citizens Bank, N.A. and Capital One, National Association (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Merger Agreement).

Debt Financing Sources means the agents, arrangers, book runners, lenders, purchasers, equity sponsors or co-investors and other entities that have committed to provide the Debt Financing.

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

Dissenting Company Shares means all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by HireRight 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 Company Common Stock in accordance with Section 262 of the DGCL.

iv

Effective Time means the time of the filing of a Certificate of Merger with, and acceptance for record by, the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and HireRight and specified in the Certificate of Merger.

Employee Plan has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

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

GAAP means U.S. generally accepted accounting principles.

General Atlantic means General Atlantic, L.P.

General Atlantic Filing Parties means General Atlantic, L.P., a Delaware limited partnership (“GA LP”), GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP Bermuda”), General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GA GenPar Bermuda”), General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”), General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”), General Atlantic (Lux) S.à.r.l., a Luxembourg private limited liability company (“GA Lux Sarl”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”), General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“GA GenPar Lux”), General Atlantic Partners (Lux), SCSp, a Luxembourg special limited partnership (“GAP Lux”), General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership (“GAP AIV-1 A”), General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership (“GAP AIV-1 B”), General Atlantic (SPV) GP, LLC, a Delaware limited liability company (“GA SPV”), General Atlantic Partners 100, L.P., a Delaware limited partnership (“GAP 100”), General Atlantic (HRG) Collections, L.P., a Delaware limited partnership (“GA HRG Collections”), GAPCO AIV Holdings, L.P., a Delaware limited partnership (“GAPCO AIV Holdings”), GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership (“GAPCO GS”), GA AIV-1 B Interholdco, L.P., a Delaware limited partnership (“GA AIV-1 B Interholdco”), GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership (“GA AIV-B GS”), GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership (“GA AIV-A GS”), General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda exempted limited partnership (“GAP HRG II”) and General Atlantic (SPV) GP (Bermuda), LLC, a Bermuda limited liability company (“GA SPV Bermuda”), as further described in the section of this proxy statement captioned “Other Important Information Regarding the Purchaser Filing Parties—General Atlantic Filing Parties.”

General Atlantic Limited Guarantee means the limited guarantee, dated as of February 15, 2024, entered into by General Atlantic Partners 100, L.P. and Hearts Parent, LLC, as the same may be amended, supplemented or modified from time to time.

General Atlantic Service Company means General Atlantic Service Company, L.P.

General Atlantic Stockholders means General Atlantic Partners (Bermuda) HRG II, L.P., General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV-1 B Interholdco (GS), L.P. and GA AIV-1 A Interholdco (GS), L.P.

General Atlantic Support Agreement means the support agreement, dated February 15, 2024, entered into by and among the Company, the General Atlantic Stockholders and Hearts Parent, LLC, as the same may be amended, supplemented or modified from time to time.

Guarantors means GAP 100, Trident VII, Trident VII Parallel, Trident VII DE Parallel and Trident VII Professionals.

HireRight means HireRight Holdings Corporation. In addition, the terms “the Company,” “we,” “us” and “our” refer to HireRight Holdings Corporation.

HireRight Board means the board of directors of HireRight Holdings Corporation.

v

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.

Limited Guarantees means the General Atlantic Limited Guarantee and the Stone Point Limited Guarantee.

Merger means the proposed merger of Merger Sub with and into HireRight pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with HireRight surviving the Merger as the surviving corporation and a direct, wholly owned subsidiary of Parent. HireRight, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Merger Agreement means the Agreement and Plan of Merger, dated as of February 15, 2024, by and among HireRight, Parent and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Agreement Proposal means the proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Merger Consideration means $14.35 per share of Company Common Stock in cash, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.

Merger Sub means Hearts Merger Sub, Inc., a wholly owned subsidiary of Parent.

Non-Controlled Stock means Company Common Stock held by a General Atlantic Controlled Portfolio Company or a Stone Point Controlled Portfolio Company, as applicable, (i) in trust, managed, brokerage, custodial, nominee or other customer accounts or (ii) in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed or advised or sub-advised by such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable, in each case acquired and held in the ordinary course of the securities, commodities, derivatives, asset management, banking or similar businesses of any such General Atlantic Controlled Portfolio Company or Stone Point Controlled Portfolio Company, as applicable.

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

Owned Company Shares means each share of Company Common Stock that is (i) held by HireRight or its subsidiaries as treasury stock or otherwise, (ii) owned by the Buyer Parties (including the Sponsor Shares) or (iii) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the Effective Time of the Merger.

Parent means Hearts Parent, LLC.

Parent Related Parties means (i) the Buyer Parties or the Guarantors and (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Debt Financing Sources, affiliates, members, managers, general or limited partners, stockholders or assignees of the Buyer Parties or the Guarantors, in each case, excluding the Buyer Parties.

Purchaser Filing Parties means (i) the Buyer Parties, (ii) the General Atlantic Filing Parties and (iii) the Stone Point Filing Parties.

Record Date means May 7, 2024.

SEC means the United States Securities and Exchange Commission.

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

Service Provider has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

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

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Special Meeting means the special meeting of the stockholders of HireRight to be held on June 21, 2024 at 11:30 a.m., Eastern Time in a virtual meeting format via live webcast, including any adjournment, postponement or other delay thereof.

Sponsor Shares means the shares contributed to Parent (or any direct or indirect parent company thereof) by the Sponsor Stockholders pursuant to the Support Agreements.

Sponsor Stockholders means the General Atlantic Stockholders and Stone Point Stockholders.

Stockholders Agreement means that certain Stockholders Agreement, dated as of October 28, 2021, by and among HireRight, General Atlantic (HRG) Collections, L.P., a Delaware limited partnership, GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership, GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership, GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership, Trident VII, L.P., a Cayman Islands exempted limited partnership, Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership, Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, and Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership, as the same may be amended, supplemented or modified from time to time.

Stone Point means Stone Point Capital LLC.

Stone Point Filing Parties means Trident VII, L.P., a Cayman Islands exempted limited partnership (“Trident VII”), Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership (“Trident VII Parallel”), Trident VII DE Parallel Fund, L.P., a Delaware limited partnership (“Trident VII DE Parallel”), Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership (“Trident VII Professionals”), Trident Capital VII, L.P., a Cayman Islands exempted limited partnership (“Trident VII GP”), Stone Point GP Ltd., a Cayman Islands exempted company with limited liability (“Trident VII Professionals GP”), and Stone Point Capital LLC, a Delaware limited liability company, as further described in the section of this proxy statement captioned “Other Important Information Regarding the Purchaser Filing Parties—Stone Point Filing Parties.”

Stone Point Limited Guarantee means the limited guarantee, dated as of February 15, 2024, entered into by the Stone Point Stockholders and Hearts Parent, LLC, as the same may be amended, supplemented or modified from time to time.

Stone Point Stockholders means Trident VII, Trident VII Parallel, Trident VII DE Parallel and Trident VII Professionals.

Stone Point Support Agreement means the support agreement, dated February 15, 2024, entered into by and among the Stone Point Stockholders, the Company and Hearts Parent, LLC, as the same may be amended, supplemented or modified from time to time.

Support Agreements means the General Atlantic Support Agreement and the Stone Point Support Agreement.

Tax Receivable Agreement means that certain Tax Receivable Agreement dated as of October 28, 2021, as the same may be amended, supplemented or modified from time to time.

Unaffiliated Stockholders means the holders of shares of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (i) General Atlantic, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which General Atlantic has the right to vote or direct the voting of such shares held by such portfolio companies) (“General Atlantic Controlled Portfolio Companies”) (excluding any Non-Controlled Stock), (ii) Stone Point, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates (with respect to which Stone Point has the right to vote or direct the voting of such shares held by such portfolio companies) (“Stone Point Controlled Portfolio Companies”) (excluding any Non-Controlled Stock), (iii) any person that HireRight has determined to be an “officer” of HireRight within the meaning of Rule 16a-1(f) of the Exchange Act and (iv) those members of the HireRight Board who are not members of the Special Committee.

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SUMMARY TERM SHEET

The following summary term sheet highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement in their entirety. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information.”

Since the transactions contemplated by the Merger Agreement, including the Merger, constitute a “going-private” transaction under SEC rules, HireRight and the Purchaser Filing Parties have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the transactions contemplated by the Merger Agreement, including the Merger. You may obtain any additional information about the Schedule 13E-3 under the caption “Where You Can Find More Information.”

Special Factors

• Certain Effects of the Merger; Treatment of Company Common Stock. At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Owned Company Shares and (ii) the Dissenting Company Shares) will be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $14.35 per share of Company Common Stock, payable to the holder thereof, without interest. For a further description of certain effects of the Merger, see “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—Merger Consideration.”

• Background of the Merger. For a description of the background of the Merger see “Special Factors—Background  of the Merger.”

• Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on February 15, 2024, unanimously recommended that the HireRight Board (i) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the HireRight stockholders vote to adopt and approve the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby. As part of its evaluation of the Merger, the Special Committee received the advice of the Special Committee’s independent legal and financial advisors, consulted with HireRight’s management and considered various material factors, including those summarized herein.

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

Accordingly, the HireRight Board, acting upon the unanimous recommendation of the Special Committee, recommends that you vote “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

For a description of the material factors considered by the Special Committee and the HireRight Board in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations above, see “Special Factors—Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger.”

• Opinion of the Special Committee’s Financial Advisor. The Special Committee retained Centerview Partners LLC (“Centerview”), as financial advisor to the Special Committee in connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, which are

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collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “Special Factors — Opinion of the Special Committee’s Financial Advisor.” In connection with this engagement, the Special Committee requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of Company Common Stock (other than (i) the Owned Company Shares, (ii) the Dissenting Company Shares and (iii) the Sponsor Shares (the shares referred to in clauses (i), (ii) and (iii), together with any shares held by any affiliate of HireRight or Parent, are collectively referred to as “Excluded Shares” throughout this section and the summary of Centerview’s opinion below under the caption “Special Factors — Opinion of the Special Committee’s Financial Advisor”) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On February 15, 2024, Centerview rendered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 15, 2024, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration proposed to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated February 15, 2024, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of HireRight or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

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

For more information, see Annex D to this proxy statement and the section of this proxy statement titled “Special Factors―Opinion of the Special Committee’s Financial Advisor.”

• Position of the Purchaser Filing Parties as to the Fairness of the Merger. Under the SEC rules governing “going private” transactions, the Purchaser Filing Parties may be deemed to be affiliates of HireRight, and, therefore, are required to express their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. For a description of the Purchaser Filing Parties’ beliefs as to the fairness of the Merger to the Unaffiliated Stockholders, see “Special Factors— Position of the Purchaser Filing Parties as to the Fairness of the Merger.”

• Purpose and Reasons of the Purchaser Filing Parties for the Merger. Under the SEC rules governing “going private” transactions, the Purchaser Filing Parties may be deemed to be affiliates of HireRight, and, therefore, are required to express their reasons for the Merger to the Unaffiliated Stockholders. For a description of the Purchaser Filing Parties’ purposes and reasons for the Merger, see “Special Factors—Purpose and Reasons of the Purchaser Filing Parties for the Merger.”

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

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For a more detailed description of the interests of executive officers and directors of HireRight in the Merger, see “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger.”

• Intent of the Directors and Executive Officers to Vote in Favor of the Merger. Our directors and executive officers have informed us that, as of the date of this proxy statement and to the extent that they own shares of Company Common Stock as of the Record Date, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the approval of the Merger Agreement Proposal and each of the other proposals. As of the Record Date, our directors and executive officers directly owned, in the aggregate, 3,096,352 outstanding shares of Company Common Stock and 3,096,352 outstanding shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately 4.60% of the total voting power entitled to vote at the Special Meeting. For a further description of the voting intentions of HireRight’s directors and executive officers, see “Special Factors—Intent of the Directors and Executive Officers to Vote in Favor of the Merger.”

• Intent of the Purchaser Filing Parties to Vote in Favor of the Merger. The Sponsor Stockholders, who beneficially owned approximately 75 % of the voting power of the outstanding shares of Company Common Stock as of the Record Date, entered into the Support Agreements, pursuant to which each of the Sponsor Stockholders agreed to vote all of its Company Common Stock in favor of the Merger Agreement Proposal, subject to the terms and conditions contained in the Support Agreements. However, approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders, which excludes all of the shares of Company Common Stock held (i) by the Sponsor Stockholders and certain of their affiliates, (ii) by HireRight’s officers (within the meaning of Rule 16a-1(f) of the Exchange Act) and (iii) those members of the HireRight Board who are not members of the Special Committee. For more information about the Support Agreements and the voting intentions of the Sponsor Stockholders, see “Special Factors—Intent of the Purchaser Filing Parties to Vote in Favor of the Merger” and “Special Factors—Support Agreements.”

• Material U.S. Federal Income Tax Consequences of the Merger. The exchange of the shares of Company Common Stock for cash in the Merger will be a taxable transaction to U.S. Holders (as defined below in “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes. A U.S. Holder that receives cash in exchange for shares of Company Common Stock pursuant to the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the cash received by such holder in the Merger and the adjusted tax basis in the shares of Company Common Stock surrendered in exchange therefore. A stockholder that is a Non-U.S. Holder (as defined below in “Special Factors— Material U.S. Federal Income Tax Consequences of Merger”) will generally not be subject to U.S. federal income tax on any gain recognized in connection with the Merger unless such Non-U.S. Holder has certain connections to the United States. However, the tax consequences of the Merger to a stockholder will depend on the stockholder’s particular circumstances, and stockholders should consult their own tax advisors to determine the particular tax consequences to them of the Merger. For further information about the material U.S. federal income tax consequences of the Merger, see “Special Factors―Material U.S. Federal Income Tax Consequences of the Merger.”

• Financing of the Merger. The obligation of the Buyer Parties to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, Parent entered into the Debt Commitment Letter, pursuant to which, among other things, the Debt Financing Sources have provided Parent with a term loan commitment in an aggregate principal amount of $250,000,000, which may be increased or reduced in accordance with the terms set forth in the Debt Commitment Letter. The Debt Financing (as defined in the section of this proxy statement captioned “Special Factors—Financing of the Merger”) will be available to Parent, together with available cash on hand of HireRight and its subsidiaries, to fund the aggregate Merger Consideration (which does not include payments with respect to any Sponsor Shares) and to pay other amounts specified in the Merger Agreement to be paid by the Buyer Parties in connection with the consummation of the Merger. Funding of the Debt Financing is subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter.

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• Limited Guarantees. Concurrently with the execution of the Merger Agreement, Parent delivered to HireRight the Limited Guarantees entered into by the Guarantors in favor of HireRight. Pursuant to the terms of the Limited Guarantees and subject to the conditions contained therein, the Guarantors agreed to guarantee their respective pro rata portions of the payment of (i) the Parent Termination Fee payable by Parent under certain circumstances, (ii) up to $2,000,000 of Enforcement Costs (as defined below) and (iii) certain indemnification and reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth in the Merger Agreement and the Limited Guarantees provided by the Guarantors to HireRight. For more information, please see the section of this proxy statement captioned “Special Factors—Limited Guarantees.”

• Support Agreements. On February 15, 2024, the Sponsor Stockholders, who beneficially owned, in the aggregate, approximately 75% of the voting power of the outstanding shares of Company Common Stock, entered into the Support Agreements, pursuant to which the Sponsor Stockholders agreed, among other things, to vote all of their shares of Company Common Stock in favor of the Merger Agreement 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—Support Agreements,” among other things, the Sponsor Stockholders will contribute all of the shares of Company Common Stock owned by the Sponsor Stockholders to a direct or indirect parent company of Parent in exchange for equity interests in such direct or indirect parent company of Parent. As a result of the Merger, the shares of Company Common Stock contributed to such direct or indirect parent company of Parent by the Sponsor Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor. For more information, see the section of this proxy statement captioned “Special Factors —Support Agreements” and the full text of the Support Agreements, attached as Annex B and Annex C, which are incorporated by reference in this proxy statement in their entirety.

• Litigation Relating to the Merger. As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger and the outcome of any future litigation is uncertain. For a further description of litigation relating to the Merger, see “Special Factors—Litigation Relating to the Merger.”

The Merger Agreement

• A summary of the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety, is included in the section of this proxy statement captioned “The Merger Agreement.”

• Treatment of Shares and Equity Awards.

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

• At the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time (other than the Owned Company Shares and the Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $14.35 per share of Company Common Stock, without interest thereon. This amount constitutes a premium of approximately 47% over the volume weighted average share price of the Company Common Stock for the 30-day period preceding November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction. For more information, see the sections of this proxy statement captioned “Special Factors—Certain Effects of the Merger” and “The Merger Agreement—Merger Consideration—Company 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 HireRight 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

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Payment Agent will pay the stockholder the appropriate portion of the aggregate Merger Consideration in exchange for the shares of Company 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 Merger Consideration for each share of Company Common Stock that you own, but you will no longer have any rights as a stockholder (except that HireRight’s stockholders (including beneficial owners of Company Common Stock) who have neither voted in favor of the Merger nor consented thereto in writing, have properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL, and do not validly withdraw or otherwise lose their appraisal rights, may have the right to receive a payment, in lieu of the Merger Consideration, 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 Company Options. The Merger Agreement provides for the following treatment of Company Options at the Effective Time:

• Outstanding Option Awards Under the 2018 Equity Plan. Each outstanding Company Option granted under the 2018 Equity Plan, whether vested or unvested, will be converted into an option to purchase the same number of shares of common stock of the Surviving Corporation at the same per-share exercise price and subject to the same terms and conditions as the applicable Company Option (including vesting conditions).

• Vested Options Under the 2021 Equity Plan. Each vested outstanding Company Option granted under the 2021 Equity Plan will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option, multiplied by (B) the total number of shares of Company Common Stock underlying such Company Option; provided that if the per-share exercise price of such Company Option is equal to or greater than the Merger Consideration, such Company Option will be forfeited and cancelled for no consideration.

• Unvested Options Under the 2021 Equity Plan. Each outstanding and unvested Company Option granted under the 2021 Equity Plan will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option, multiplied by (B) the total number of shares of Company Common Stock underlying such Company Option, which cash-based award will be subject to the same vesting conditions as the applicable Company Option; provided that if the per-share exercise price for such Company Option is equal to or greater than the Merger Consideration, such Company Option will be forfeited and cancelled for no consideration.

• For more information about the treatment of Company Options, see the sections of this proxy statement captioned “Certain Effects of the Merger ―Treatment of Equity Compensation Awards and Company ESPP” and “Interests of HireRight’s Directors and Executive Officers in the Merger—Treatment of Equity Compensation Awards.”

• Treatment of Company RSUs. The Merger Agreement provides for the following treatment of Company RSUs at the Effective Time:

• Vested RSU Awards. Each outstanding Company RSU that has vested but not yet settled as of the Effective Time (taking into account any acceleration of vesting) will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration.

• Unvested RSU Awards. Each outstanding and unvested Company RSU (including each Company PRSU that on March 12, 2024 was converted to an unvested Company RSU based

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on the level of achievement of the applicable adjusted EBITDA performance conditions) will be converted into a right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions as the applicable Company RSU.

• For more information about the treatment of Company RSUs, see the sections of this proxy statement captioned “Certain Effects of the Merger ―Treatment of Equity Compensation Awards and Company ESPP” and “Interests of HireRight’s Directors and Executive Officers in the Merger—Treatment of Equity Compensation Awards.”

• Treatment of Company PRSUs. The Merger Agreement provides that, at the Effective Time:

• Each Company PRSU that is outstanding and subject to an absolute total shareholder return performance condition in respect of HireRight’s total stockholder return will be forfeited and cancelled for no consideration.

• No Company PRSUs that were subject to adjusted EBITDA performance conditions remain outstanding because on March 12, 2024 they were converted into unvested Company RSUs based on the level of achievement of the applicable adjusted EBITDA performance conditions.

• Treatment of the Company ESPP. The Merger Agreement provides for the following treatment of the Company ESPP in connection with the Merger:

• From and after February 15, 2024, HireRight will take all actions necessary to, among other things, (1) provide that no new individuals will be permitted to enroll in the Company ESPP on or following February 15, 2024, and (2) prohibit any increase in the amount of participants’ payroll deduction elections under the Company ESPP.

• If purchase rights are exercised prior to the Effective Time, on such exercise date, HireRight will apply the funds credited as of such date under the Company ESPP within each participant’s account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP.

• As of no later than one business day prior to the Effective Time, HireRight will cause the exercise of each outstanding purchase right pursuant to the Company ESPP.

• Immediately prior to and effective as of the Effective Time, HireRight will terminate the Company ESPP and no further rights shall be granted or exercised under the Company ESPP thereafter.

• For more information about the treatment of the Company ESPP, see the sections of this proxy statement captioned “Certain Effects of the Merger ―Treatment of Equity Compensation Awards and Company ESPP” and “Interests of HireRight’s Directors and Executive Officers in the Merger—Treatment of Equity Compensation Awards.”

• Solicitation of Other Offers.

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

• From and after February 15, 2024 until the earlier to occur of the valid termination of the Merger Agreement and the Effective Time, HireRight is subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals 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 HireRight, under certain specified circumstances and after entry into an Acceptable Confidentiality Agreement, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an Acquisition Proposal that did not arise from a material breach of the Merger Agreement if the Special Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative acquisition proposal

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constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law. For more information, see the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers.”

• HireRight 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 engaging in good faith negotiations with Parent during a specified period. If HireRight 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.”

• Changes in the HireRight Board’s Recommendation.

• The HireRight Board (or a committee thereof, including the Special Committee) may not amend, modify or withdraw its recommendation that HireRight’s stockholders adopt the Merger Agreement or take certain similar actions other than, under certain circumstances, if the HireRight 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 HireRight Board, acting upon the recommendation of the Special Committee, or the Special Committee complies with the terms of the Merger Agreement.

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

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

• Conditions to the Closing of the Merger.

• Obligations of Parent, Merger Sub and HireRight. The obligations of Parent, Merger Sub and HireRight, 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;

• the expiration or termination of the waiting periods applicable to the Merger pursuant to the HSR Act; and

• the absence of any temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any governmental authority of competent jurisdiction preventing the consummation of the Merger, and the absence of any action by any governmental authority of competent jurisdiction, statute, rule, regulation or order that 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 HireRight in the Merger Agreement, subject to applicable materiality or other qualifiers, as of certain dates set forth in the Merger Agreement;

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• HireRight 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;

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

• the absence of any Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) having occurred after February 15, 2024.

• Obligations of HireRight. The obligations of HireRight 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 HireRight of a customary closing certificate of Parent and Merger Sub.

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

• Termination of the Merger Agreement.

• The Merger Agreement contains certain termination rights for HireRight, on the one hand, and Parent, on the other hand, including but not limited to, Parent and HireRight each having the right to terminate the Merger Agreement at any time prior to the Effective Time (whether prior to or after the receipt of the Requisite Stockholder Approvals) by (1) mutual written agreement or (2) if the Merger is not consummated by 11:59 p.m., Eastern Time, on August 15, 2024. Additional termination rights are further described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement.”

• Termination Fees and Remedies.

• Payment of Termination Fee by HireRight. Upon termination of the Merger Agreement, and as further described in the section of this proxy statement captioned “The Merger Agreement—Termination Fees—Company Termination Fee,” under specified circumstances, including HireRight terminating the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal or Parent terminating the Merger Agreement due to a Recommendation Change, in each case, pursuant to and in accordance with the “fiduciary out” provisions of the Merger Agreement, HireRight will be required to pay Parent a termination fee of $30,000,000 (the “Company Termination Fee”). The Company Termination Fee will also be payable by HireRight if the Merger Agreement is terminated under certain circumstances and prior to such termination, an Acquisition Proposal for an Acquisition Transaction has been made to HireRight or has been publicly announced or disclosed and not irrevocably withdrawn and any Acquisition Transaction is consummated or HireRight enters into an agreement providing for the consummation of any Acquisition Transaction within one year after the termination.

• Payment of 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—Termination Fees—Parent Termination Fee,” under certain circumstances, Parent will be required to pay HireRight a reverse termination fee from Parent of $65,000,000 (the “Parent Termination Fee”).

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• Specific Performance. Subject to the terms and conditions of the Merger Agreement, Parent, Merger Sub and HireRight 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, in certain circumstances, enforce the terms of the Merger Agreement.

• Enforcement Costs. If the Company or Parent, as the case may be, fails to promptly pay any amount due under the Company Termination Fee or Parent Termination Fee, as applicable, the party ordered to make such payment as the result of a final and non-appealable judgment must pay to the other party, as applicable, its reasonable and documented out-of-pocket costs and expenses, together with interest on such amount, in a sum not to exceed $2,000,000 in the aggregate (the “Enforcement Costs”).

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

• Appraisal Rights.

• If the Merger is consummated, holders of record or beneficial owners of Company Common Stock who (1) do not vote in favor of the Merger Agreement Proposal (whether by voting against the Merger Agreement Proposal, abstaining or otherwise not voting with respect to the Merger Agreement Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Company Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares, (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 the section of this proxy statement captioned “The Special Meeting — 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 Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of 5% 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, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to persons entitled to appraisal, 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 “The Special Meeting—Appraisal Rights—Determination of Fair Value.”

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• To exercise appraisal rights, a holder of record or a beneficial owner of Company Common Stock must (1) submit a written demand for appraisal of such holder’s shares or such beneficial owner’s shares of Company Common Stock to HireRight before the vote is taken on the Merger Agreement Proposal, (2) not vote, in person or by proxy, in favor of the Merger Agreement Proposal (whether by voting against the Merger Agreement Proposal, abstaining or otherwise not voting with respect to the Merger Agreement Proposal), (3) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) the subject shares of Company Common Stock from the date of demand through the effective date of the Merger and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. If you are a beneficial owner of shares of Company 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 Company 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 “The Special Meeting — Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL.

Parties to the Merger

• HireRight. HireRight was formed as a limited liability company in Delaware on June 29, 2018 under the name HireRight GIS Group Holdings LLC. HireRight then converted into a Delaware corporation and changed its name to HireRight Holdings Corporation on October 15, 2021. HireRight is a leading global provider of technology-driven workforce risk management and compliance solutions. We provide comprehensive background screening, verification, identification, monitoring and drug and health screening services for approximately 37,000 customers across the globe. We offer our services via a unified global software and data platform that tightly integrates into our customers’ human capital management systems enabling highly effective and efficient workflows for workforce hiring, onboarding and monitoring. Company Common Stock is listed on NYSE under the symbol “HRT.” HireRight’s corporate offices are located at 100 Centerview Drive, Suite 300, Nashville, TN 37214. For more information about HireRight, see the sections of this proxy statement captioned “Parties to the Merger—The Company” and “Other Important Information Regarding HireRight.”

• Parent. Hearts Parent, LLC was formed on February 9, 2024. For more information about Parent, see the sections of this proxy statement captioned “Parties to the Merger—The Buyer Parties” and “Other Important Information Regarding the Purchaser Filing Parties—The Buyer Parties.”

• Merger Sub. Hearts Merger Sub, Inc. is a wholly owned subsidiary of Parent and was formed on February 9, 2024. For more information about Merger Sub, see the sections of this proxy statement captioned “Parties to the Merger—The Buyer Parties” and “Other Important Information Regarding the Buyer Parties—The Buyer Parties.”

Parent and Merger Sub are each affiliated with Guarantors, as described further in this proxy statement under the caption “Special Factors—Financing of the Merger.”

The Special Meeting

• Date, Time, Place and Purpose of the Special Meeting. The Special Meeting of HireRight stockholders will be held on June 21, 2024 at 11:30 a.m. Eastern Time online at www.virtualshareholdermeeting.com/HRT2024SM.

• Vote Required. The approval of the Merger Agreement Proposal requires (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a

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majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders entitled to vote on the adoption of the Merger Agreement Proposal. For the Merger Agreement Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person (which includes presence virtually at the Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

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

• For more information about the Special Meeting, including the record date, quorum and the vote required to approve each of the proposals, see “The Special Meeting—Date, Time and Place,” “The Special Meeting — Purpose of the Special Meeting,” “The Special Meeting—Record Date and Quorum” and “The Special Meeting—Vote Required.”

Other Important Information Regarding HireRight

• Market Price of Shares of Company Common Stock and Dividends. On May 16, 2024, the most recent practicable date before this proxy statement was distributed to our stockholders, the closing price for the shares of Company Common Stock on NYSE was $14.33 per share of Company Common Stock. You are encouraged to obtain current market quotations for the shares of Company Common Stock in connection with voting your shares of Company Common Stock. For more information about the market price of shares of Company Common Stock and dividends, see “Other Important Information Regarding HireRight—Market Price of Shares of Company Common Stock and Dividends.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING

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

Q.
Why am I receiving this document?

A.
You are receiving this proxy statement because you own shares of Company Common Stock and HireRight is soliciting proxies for the Special Meeting. HireRight is holding the Special Meeting so that our stockholders may vote to approve the Merger Agreement Proposal and the Adjournment Proposal.

This proxy statement contains important information about the Merger and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to submit a proxy to vote your shares of Company Common Stock without attending the Special Meeting in person (which includes presence virtually at the Special Meeting).

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of Company Common Stock, please see the section of this proxy statement titled “The Special Meeting.”

Q.
What is the proposed transaction and what effects will it have on HireRight?

A.
On February 15, 2024, HireRight entered into the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated herein by reference in its entirety. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into HireRight, with HireRight surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is completed, the holders of shares of Company Common Stock as of immediately prior to the Merger (other than the Owned Company Shares or the Dissenting Company Shares, as applicable) will have the right to receive the Merger Consideration of $14.35 per share of Company Common Stock in cash, without interest, less any applicable withholding taxes, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

In addition, following completion of the Merger, there will be no further market for the shares of Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, HireRight’s securities will be delisted from NYSE and deregistered under the Exchange Act, upon application to the SEC. As a result of the Merger, HireRight will no longer be an independent public company, the shares of Company Common Stock will no longer be listed on any exchange or quotation system, price quotations will no longer be available and HireRight’s registration and reporting obligation under the Exchange Act will cease.

Following completion of the Merger, your shares of Company Common Stock will represent only the right to receive the Merger Consideration, subject to and in accordance with the terms and conditions of the Merger Agreement, and you will no longer have any interest in HireRight’s future earnings, growth or value.

For more information about the Merger Agreement and the transactions contemplated thereby, including the Merger, see “The Merger Agreement.”

Q.
What happens if the Merger is not completed?

A.
If the Merger Agreement Proposal is not approved by HireRight’s stockholders or if the Merger is not completed for any other reason, HireRight’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, unless HireRight is sold to a third party, HireRight will remain an independent public company, and shares of Company Common Stock will continue to be listed and traded on NYSE, so long as HireRight continues to meet the applicable listing requirements. In addition, if the Merger is not completed, HireRight expects that management will operate

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HireRight’s business in a manner similar to that in which it is being operated today and that HireRight’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of Company Common Stock reflects a market assumption that the Merger will be completed. For more information about what happens if the Merger is not completed, see “Special Factors—Certain Effects on HireRight If the Merger Is Not Completed.”

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

Q.
When and where is the Special Meeting?

A.
The webcast of the Special Meeting will begin promptly at 11:30 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:00 a.m. Eastern Time, and you should allow reasonable time for the check-in procedures. To attend the Special Meeting, stockholders will need to log in to www.virtualshareholdermeeting.com/HRT2024SM using the 16-digit control number on the proxy card or voting instruction form. For more information about the Special Meeting, see “The Special Meeting.”

Q.
Who can vote at the Special Meeting?

A.
All record holders of the shares of Company Common Stock as of the close of business on May 7, 2024, the Record Date for the Special Meeting, are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. You are entitled to receive notice of, and to attend and vote at, the Special Meeting if you are a record holder of the shares of Company Common Stock at the close of business on the Record Date.

Each record holder of shares of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date on each matter properly brought before the Special Meeting.

For more information about who can vote at the Special Meeting, see “The Special Meeting—Voting.”

Q.
What is the difference between being a “stockholder of record” and a “beneficial owner” of shares of Company Common Stock held in “street name”?

A.
If your shares of Company Common Stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (“Equiniti”), you are considered, with respect to those shares of Company Common Stock, the stockholder of record or record holder. This proxy statement and proxy card have been sent directly to you by HireRight. As the stockholder of record, you have the right to grant your voting proxy directly to us or to another proxyholder to vote in person (which includes presence virtually at the Special Meeting) at the Special Meeting.

If your shares of Company Common Stock are held through a broker, bank or other nominee, you are considered the beneficial owner of those shares of Company Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares of Company Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares of Company Common Stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote these shares of Company Common Stock in person (which includes presence virtually at the Special Meeting) at the Special Meeting unless you provide a legal proxy from your broker, bank or other nominee.

For more information about the stockholders of record and beneficial owners of shares held “in street name,” see “The Special Meeting—Voting.”

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

A.
You are being asked to consider and vote on the following:

• The Merger Agreement Proposal: A proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety; and

• The Adjournment Proposal: One or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.

For more information on each of these proposals, see “The Merger (The Merger Agreement Proposal—Proposal 1) and “Adjournment of the Special Meeting (The Adjournment Proposal—Proposal 2).”

Q.
What is a quorum?

A.
The representation of the holders of a majority of the voting power of outstanding shares of Company Common Stock entitled to vote at the Special Meeting as of the Record Date must be present, in person (which includes presence virtually at the Special Meeting) or represented by proxy, at the Special Meeting in order to constitute a quorum, for the purposes of holding the Special Meeting and conducting business. For more information about the quorum of the Special Meeting, see “The Special Meeting—Record Date and Quorum.”

Q.
What vote is required for HireRight’s stockholders to approve the Merger Agreement Proposal?

A.
The approval of the Merger Agreement Proposal requires (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders entitled to vote on the adoption of the Merger Agreement Proposal (the “Requisite Stockholder Approvals”).

Each of the Sponsor Stockholders, who together hold approximately 75% of the voting power of HireRight’s outstanding capital stock, entered into Support Agreements with Parent and HireRight, pursuant to which, among other things, the Sponsor Stockholders have agreed to vote all shares of Company Common Stock beneficially owned by the Sponsor Stockholders in favor of the Merger and the Merger Agreement. The approval of the Merger Agreement Proposal also requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders, which excludes all of the shares of Company Common Stock held by (i) the Sponsor Stockholders and certain of their affiliates, (ii) HireRight’s officers (within the meaning of Rule 16a-1(f) of the Exchange Act) and (iii) those members of the HireRight Board who are not members of the Special Committee. A copy of the General Atlantic Support Agreement is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. A copy of the Stone Point Support Agreement is attached as Annex C to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

For more information on the Merger Agreement Proposal, see “The Merger (The Merger Agreement Proposal— Proposal 1).”

Q:
Why are HireRight’s stockholders not being asked to consider and vote on a non-binding, advisory proposal to approve the Merger Related Compensation?

A:
HireRight is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act. As an emerging growth company, HireRight is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and inclusion of certain disclosure related to golden parachute payments to directors and executive officers of HireRight.

Q.
What vote is required for HireRight’s stockholders to approve the Adjournment Proposal?

A.
Approval of one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to

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adopt the Merger Agreement Proposal, requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person (which includes presence virtually at the Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For more information on The Adjournment Proposal, see “Adjournment of the Special Meeting (The Adjournment Proposal—Proposal 2).”

Q.
How many votes do I have?

A.
Each record holder of shares of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date on each matter properly brought before the Special Meeting.

Q.
How are the votes counted?

A.
For each of the Merger Agreement Proposal and the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” An abstention will have the same effect as an “AGAINST” vote for these proposals and will count for purposes of determining if a quorum is present at the Special Meeting. For more information, see “The Special Meeting.”

Q.
How does the HireRight Board recommend that I vote?

A.
Based in part on the unanimous recommendation of the Special Committee, the HireRight Board, recommends that you vote:

• “FOR” the Merger Agreement Proposal; and

• “FOR” the Adjournment Proposal.

For more information, you should read “Special Factors—Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger” for a discussion of the factors that the Special Committee and the HireRight Board considered in deciding to recommend the approval of the Merger Agreement.

Q.
How will the Sponsor Stockholders vote on the Merger Agreement Proposal?

A.
Concurrently with the execution and delivery of the Merger Agreement, the Sponsor Stockholders, who beneficially hold approximately 75% of the voting power of HireRight’s outstanding capital stock, entered into Support Agreements with Parent and HireRight. Under the Support Agreements, the Sponsor Stockholders have agreed to take certain actions required by HireRight subject to the terms, conditions and limitations set forth therein, including to (i) vote all shares of Company Common Stock beneficially owned by the Sponsor Stockholders in favor of the adoption of the Merger Agreement and the approval of the Merger; (ii) not exercise dissenters’ rights, appraisal rights or vote in favor of an alternative proposal or other action that would reasonably be expected to prevent, interfere with, adversely affect or delay the Merger; and (iii) not enter into any contract, option, agreement, understanding or other arrangement with respect to the transfer of, any shares of HireRight held by the Sponsor Stockholders, other than as provided under certain customary exceptions and set forth in the Support Agreements.

A copy of the General Atlantic Support Agreement is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. A copy of the Stone Point Support Agreement is attached as Annex C to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

For more information about the voting intentions of the Sponsor Stockholders, see “Special Factors— Intent of the Purchaser Filing Parties to Vote in Favor of the Merger” and “Special Factors—Support Agreements.”

Q.
How do I vote?

A.
If, on the Record Date, your shares were registered directly in your name with the transfer agent for Company Common Stock, Equiniti, then you are a stockholder of record. As a stockholder of record, you

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may vote at the virtual Special Meeting or vote by proxy by telephone, Internet or mail. Whether or not you plan to attend the Special Meeting online, please submit a proxy to vote as soon as possible to ensure your vote is counted. Even if you have submitted a proxy before the Special Meeting, you may still attend the Special Meeting online and vote online. In such case, your previously submitted proxy will be disregarded.

• To vote by proxy over the Internet - To vote by proxy over the Internet, follow the instructions provided on your proxy card.

• To vote by proxy by telephone - If you receive printed proxy materials, you may also vote by submitting a proxy via telephone by following the instructions on your proxy card.

• To vote by proxy by mail - If you receive printed proxy materials, you may also vote by mail: simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares in accordance with the proxy card.

• To vote by attending the virtual Special Meeting – You may vote your shares at www.virtualshareholdermeeting.com/HRT2024SM. You will be asked to provide the 16-digit control number from your proxy card.

If, as of the Record Date, you are the beneficial owner of shares of Company Common Stock held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of Company Common Stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares of Company Common Stock voted. In most cases you will be able to vote over the Internet, by telephone or by mail. Please note that if you are a beneficial owner and wish to vote in person (which includes presence virtually at the Special Meeting) at the Special Meeting, you must have a legal proxy from your broker, bank or other nominee naming you as the proxy. You should allow yourself enough time prior to the Special Meeting to obtain this proxy from the holder of record.

The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your shares of Company Common Stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy card or voting instruction form to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Secretary of the Company by the time the Special Meeting begins.

For more information about voting, see “The Special Meeting—How to Vote.”

Q.
What is a proxy?

A.
A proxy is your legal designation of another person to vote your shares of Company Common Stock. This 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 Company Common Stock is called a proxy card. For more information about voting by proxy, see “The Special Meeting—How to Vote.”

Q.
If I am a stockholder of record, what happens if I do not vote or submit a proxy card?

A.
If you do not attend the Special Meeting and fail to vote, either in person (which includes presence virtually at the Special Meeting) or by proxy, your shares of Company Common Stock will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

Additionally, if you do not attend the Special Meeting and fail to vote, either in person (which includes presence virtually at the Special Meeting) or by proxy, your failure to vote will (a) have the effect of counting “AGAINST” the Merger Agreement Proposal with respect to the approval threshold requiring (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders entitled to vote on the adoption of the Merger Agreement Proposal and (b) have no effect on the Adjournment Proposal (so long as a quorum is present). For more information, see “The Special Meeting.”

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Q.
If my shares of Company Common Stock are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares of Company Common Stock for me?

A.
No. Your broker, bank or other nominee will only be permitted to vote your shares of Company Common Stock if you instruct your broker, bank or other nominee as to how to vote. As a result, absent specific instructions from the beneficial owner of such shares of Company Common Stock, your broker, bank or other nominee is not empowered to vote such shares of Company Common Stock.

If you instruct your broker, bank or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your shares of Company Common Stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting. In this scenario, a “broker non-vote” will occur with respect to each proposal for which you did not provide voting instructions to your broker, bank or other nominee.

A failure to provide instructions with respect to any of the proposals, and a broker non-vote with respect to the following proposals, will have (a) the effect of a vote “AGAINST” the Merger Agreement Proposal with respect to the approval threshold requiring (i) the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement Proposal and (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders entitled to vote on the adoption of the Merger Agreement Proposal, and (b) no effect on the Adjournment Proposal (so long as a quorum is present). For more information, see “The Special Meeting—Voting.”

Q.
If a stockholder gives a proxy, how are the shares of Company Common Stock voted?

A.
If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card, and each of them, with full power of substitution will vote your shares of Company Common Stock in the way that you indicate. When completing the Internet or telephone proxy processes or the proxy card, you may specify whether your shares of Company Common Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly execute your proxy card but do not mark the boxes indicating how your shares of Company Common Stock should be voted on a matter, the shares of Company Common Stock represented by your properly executed proxy will be voted “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal. For more information, see “The Special Meeting—How to Vote.”

Q.
Can I change or revoke my vote?

A.
Yes. You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by (1) submitting another proxy, including a proxy card, at a later date by telephone or on the Internet or by timely delivery of a validly executed, later-dated proxy, (2) giving written notice of revocation to the Secretary of the Company, which must be filed with our Secretary of the Company before the Special Meeting begins or (3) attending the Special Meeting and voting in person (which includes presence virtually at the Special Meeting). If, as of the Record Date, you are the beneficial owner of shares of Company Common Stock held in “street name” by your broker, bank or other nominee, please refer to the information forwarded by your broker, bank or other nominee for procedures on revoking your proxy.

Only your last submitted proxy with respect to any shares will be considered. Please cast your vote “FOR” each of the proposals, following the instructions set forth on your enclosed proxy card or voting instruction form provided by your broker, bank or other nominee, as promptly as possible. For more information, see “The Special Meeting—Proxies and Revocation.”

Q.
What do I do if I receive more than one proxy or set of voting instructions?

A.
If, as of the Record Date, you hold shares of Company Common Stock as the beneficial owner of shares of Company Common Stock held in “street name,” or through more than one broker, bank or other nominee,

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and also directly as the stockholder of record or otherwise, you may receive more than one proxy card or voting instruction forms relating to the Special Meeting. These should each be executed and returned separately in accordance with the instructions provided in this proxy statement in order to ensure that all of your shares of Company Common Stock are voted.

Q.
Should I send in any evidence of ownership now?

A.
No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Company Common Stock for the Merger Consideration. If you are the beneficial owner of shares of Company Common Stock held in “street name” by your broker, bank or other nominee immediately prior to the Merger, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your shares of Company Common Stock in exchange for the Merger Consideration.

Q.
What happens if I sell my shares of Company Common Stock before the Special Meeting?

A.
The Record Date for stockholders entitled to vote at the Special Meeting is prior to both the date of the Special Meeting and the consummation of the Merger. If you transfer your shares of Company Common Stock before the Record Date, you will not be entitled to vote at the Special Meeting and will not be entitled to receive the Merger Consideration. If you transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting, but will transfer the right to receive the Merger Consideration to the person to whom you transfer your shares of Company Common Stock. Unless special arrangements are made, the person to whom you transfer your shares of Company Common Stock after the Record Date will not have a right to vote those shares of Company Common Stock at the Special Meeting. For more information, see “The Special Meeting—How to Vote.” If you demand appraisal for any of your shares of Company Common Stock in connection with the Merger and subsequently transfer any such shares, you will lose your right to appraisal with respect to the shares that you have so transferred. For more information about appraisal rights, see “The Special Meeting— Appraisal Rights” and Annex F to this proxy statement.

Q.
Who will solicit and pay the cost of soliciting proxies?

A.
HireRight will pay for the entire cost of soliciting proxies. HireRight has retained Morrow Sodali LLC, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a flat fee of $25,000. HireRight will indemnify this firm against losses arising out of its provisions of these services on its behalf. In addition, HireRight may reimburse banks, brokers and other nominees representing beneficial owners of shares of Company Common Stock for their expenses in forwarding soliciting materials to such beneficial owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies. General Atlantic Service Company and Stone Point have made arrangements with Innisfree to provide advisory services in connection with the Merger that may include the solicitation of proxies and they expect to pay Innisfree’s cost plus certain expenses for these services. For more information, see “The Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses.”

Q.
What is householding and how does it affect me?

A.
The SEC has adopted rules that permit companies to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

To take advantage of this opportunity, HireRight may deliver only one proxy statement to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. If you would prefer to receive a separate proxy statement and annual report, please mail a request to: 100 Centerview Drive, Suite 300, Nashville, Tennessee 37214 or contact HireRight at (615) 320-9800. Stockholders who currently receive multiple copies of this proxy statement at their address and would like to request “householding” of their communications may request to receive a single copy of

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proxy statements in the future in the same manner described above. HireRight will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement or proxy card to a stockholder at a shared address to which a single copy of the documents was delivered. For more information, see “The Special Meeting” and “Where You Can Find More Information.”

Q:
What rights do I have to seek an appraisal of my shares of Company Common Stock?

A.
Each holder (and beneficial owner) of shares of Company Common Stock will have the right to seek appraisal of the “fair value” of such holder’s (or beneficial owner’s) shares of Company Common Stock, as determined by the Delaware Court of Chancery, in lieu of receiving the Merger Consideration if the Merger is completed, but only if such holder (or beneficial owner) does not vote such shares of Company Common Stock in favor of the Merger Agreement Proposal and otherwise complies with the statutory requirements and procedures for demanding and perfecting appraisal rights set forth in Section 262 of the DGCL, which is the appraisal rights statute applicable to Delaware corporations. Failure to follow precisely any of the statutory requirements and procedures may result in the loss of appraisal rights. A copy of Section 262 of the DGCL is included as Annex F to this proxy statement and is incorporated by reference in its entirety. The requirements and procedures are also summarized in this proxy statement. For more information about appraisal rights, see “The Special Meeting—Appraisal Rights” and Annex F to this proxy statement.

Q.
What are the material U.S. federal income tax consequences of the Merger to me?

A.
If you are a U.S. Holder (as defined below in “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”), receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. Generally, you will recognize gain or loss equal to the difference, if any, between the amount of cash you receive and the adjusted tax basis of your shares of Company Common Stock. If you are a Non-U.S. Holder (as defined below in “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”), you generally will not be subject to U.S. federal income tax on any gain recognized in connection with the Merger unless you have certain connections to the United States. However, the tax consequences of the Merger to you will depend on your particular circumstances, and you should consult your own tax advisors to determine how the Merger will affect you. For a more detailed summary of the tax consequences of the Merger, see the section below, “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger.”

Q.
What do I need to do now?

A.
We urge you to read this proxy statement carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement, as well as the related Schedule 13E-3, including the exhibits thereto, filed with the SEC, and to consider how the Merger affects you. For more information, see “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your shares of Company Common Stock are represented at the Special Meeting.

If you are a stockholder of record, please submit your proxy for your shares of Company Common Stock:

• on the Internet, by following the Internet proxy instructions printed on the enclosed proxy card;

• by telephone, using the telephone number printed on the enclosed proxy card; or

• by mail, by marking the enclosed proxy card, dating and signing it, and returning it in the accompanying prepaid reply envelope.

If you decide to attend the Special Meeting and vote in person (which includes presence virtually at the Special Meeting), your vote in person (which includes presence virtually at the Special Meeting) at the Special Meeting will revoke any proxy previously submitted.

If, as of the Record Date, you are the beneficial owner of shares of Company Common Stock held in “street name” by your broker, bank or other nominee, please refer to the instructions provided by your broker, bank or other nominee to see which of the above choices are available to you in order to have your shares of Company Common Stock voted.

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For more information, see “The Special Meeting” and “Where You Can Find More Information.”

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 Company Common Stock, please contact HireRight’s proxy solicitor:

Morrow Sodali LLC

430 Park Avenue, 14^th Floor

New York, NY 10022

Stockholders Call Toll-Free: (800) 662-5200

Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

E-mail: HRT@info.morrowsodali.com

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SPECIAL FACTORS

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

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

Background of the Merger

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

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

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

On August 23, 2022, Guy Abramo, HireRight’s Chief Executive Officer, and Tom Spaeth, HireRight’s Chief Financial Officer, were contacted by a representative of a private equity firm focused on data and technology investments (“Private Equity Party A”), who expressed interest in having a meeting regarding a potential strategic transaction involving HireRight and Private Equity Party A. The Sponsor Stockholders did not and do not have any relationship or affiliation with Private Equity Party A, other than ordinary course contacts in the private equity industry.

On September 8, 2022, Messrs. Abramo and Spaeth met with representatives of Private Equity Party A, and the parties discussed a potential going-private transaction involving HireRight.

On September 13, 2022, a representative of Stone Point received an email from a representative of a private equity firm focused on financial services, technology and growth business services industries (“Private Equity Party B”), requesting to have a conversation. The Sponsor Stockholders did not and do not have any relationship or affiliation with Private Equity Party B, other than ordinary course contacts in the private equity

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industry. On that same day, the representative of Private Equity Party B also placed a call to Mr. Abramo. No specific transaction was referenced in either of the September 13, 2022 communications, but the representatives of Private Equity Party B and Stone Point scheduled a phone call for September 16, 2022.

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

On September 16, 2022, a representative of Private Equity Party B and a representative of Stone Point had the previously scheduled phone conversation during which the representative of Private Equity Party B expressed high-level interest in a potential transaction involving HireRight and a portfolio company of Private Equity Party B. No specific terms of a potential transaction, including price, were discussed.

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

On October 5, 2022, the HireRight Board reconvened to further discuss the Private Equity Party A Proposal and Financial Advisor A’s evaluation of such proposal along with other strategic alternatives that may be available to HireRight, including potentially engaging with Private Equity Party B and reaching out to other potential counterparties. The HireRight Board also noted that a representative of Private Equity Party B had contacted a representative of Stone Point to further discuss a potential transaction with HireRight. The HireRight Board further noted that a representative of a certain large alternative asset management firm with investments across various asset classes and geographies (“Private Equity Party C”) had contacted a representative of General Atlantic and expressed high-level interest in having a conversation regarding various business topics, including HireRight. The Sponsor Stockholders did not and do not have any relationship or affiliation with Private Equity Party C, other than ordinary course contacts in the private equity industry.

The HireRight Board then discussed, among other things, the advantages and disadvantages of pursuing a potential transaction with Private Equity Party A and Private Equity Party B and other potential buyers, the then-current macroeconomic conditions and alternatives to a sale of HireRight at that time. Representatives of Financial Advisor A advised the HireRight Board that, in light of the state of the debt markets at the time and a lack of other financing options available to Private Equity Party A, Financial Advisor A was of the view that the Private Equity Party A Proposal was not executable at the offered price, and, if the proposed transaction was capable of being executed at all, it would only be executable at a much lower price that would not have been acceptable to the HireRight Board. Taking into account the advice of Financial Advisor A and after evaluating the Private Equity Party A Proposal, the HireRight Board concluded that it would not pursue a potential transaction with Private Equity Party A, but agreed that it would continue discussions with Private Equity Party B and would have an initial conversation with Private Equity Party C.

Following the October 5, 2022 HireRight Board meeting, certain representatives of the Sponsor Stockholders contacted Private Equity Party B and Private Equity Party C regarding the possibility of a strategic transaction with HireRight. Between October 6, 2022 and October 21, 2022, representatives of HireRight and the Sponsor Stockholders had high-level conversations with Private Equity Party B regarding a potential business combination involving HireRight and a portfolio company of Private Equity Party B, and representatives of Paul Weiss engaged in discussions regarding a non-disclosure agreement with Private Equity Party B’s counsel.

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Although the parties reached substantial agreement regarding the contents of the non-disclosure agreement, the agreement was never executed and discussions regarding a potential business transaction with the portfolio company of Private Equity Party B did not materially advance after October 21, 2022, when a representative of Private Equity Party B cancelled a meeting that the parties had scheduled for October 26, 2022. The representative of Private Equity Party B explained that the reason for cancellation was that the Chief Executive Officer of the portfolio company of Private Equity Party B had requested to defer any further conversations relating to a potential business combination to a later date. At the time the October 26, 2022 meeting was cancelled, the discussions with Private Equity Party B had not reached a stage where specific terms of a potential transaction, including price, had been discussed.

Also on October 21, 2022, representatives of General Atlantic had an initial phone conversation with a representative of Private Equity Party C, but discussions with Private Equity Party C regarding the Company did not advance further following such initial phone call. Given the foregoing developments, the HireRight Board decided not to formally engage Financial Advisor A.

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

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

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

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

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

Later that day, on November 17, 2023, a representative of General Atlantic with no direct relationship with HireRight received a phone call from a representative of a private equity firm focused on technology and technology-enabled investments (“Private Equity Party D”). The Sponsor Stockholders did not and do not have any relationship or affiliation with Private Equity Party D, other than ordinary course contacts in the private equity industry. Several topics were discussed during the phone conversation. Among other topics, the representative of Private Equity Party D expressed high-level interest in discussing a potential transaction involving HireRight and a portfolio company of Private Equity Party D. Also, on November 20, 2023 and November 22, 2023, representatives of Private Equity Party A and a company that operates in the same industry as the Company (“Strategic Party A”), respectively, contacted representatives of General Atlantic and expressed an interest in potentially pursuing a strategic transaction involving HireRight. No specific terms of a potential transaction, including price, were discussed, and representatives of General Atlantic advised Private Equity Party A and Strategic Party A to direct their communications regarding a potential transaction involving HireRight to a

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special committee of the HireRight Board, which was expected to be formed shortly, and such committee’s advisors. Neither Private Equity Party A nor Strategic Party A contacted the Special Committee or its advisors or the HireRight Board regarding a potential transaction involving HireRight.

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

On November 28, 2023 members of the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who were the directors affiliated with the Sponsor Stockholders) held a meeting attended by representatives of Davis Polk, anticipated counsel to the Special Committee proposed to be formed at that meeting, and HireRight’s management. During the November 28 meeting, the HireRight Board approved the formation of the Special Committee and vested the Special Committee with the full power and authority of the HireRight Board to evaluate and determine whether or not HireRight should pursue a potential strategic transaction with the Sponsor Stockholders (or affiliates thereof) or any alternative transaction and to, among other things, (i) review, evaluate and negotiate the terms and conditions, and determine the advisability, of a potential transaction with the Sponsor Stockholders or any alternative transaction that the Special Committee deemed appropriate, including, but not limited to, the authority to approve or disapprove a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate (and make such investigations as the Special Committee deemed appropriate with respect thereto), (ii) establish, approve, modify, monitor and direct the process and procedures related to the review, evaluation and negotiation of a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction, including, but not limited to, the authority to determine to proceed with any such process, procedures, review or evaluation, or to recommend any of the foregoing to the HireRight Board, (iii) make or accept, reject, negotiate or seek to modify the price, structure, form, terms and conditions of a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction, and the form, terms and conditions of any definitive agreements in connection therewith, (iv) determine whether a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction negotiated by the Special Committee was fair to, and in the best interests of, HireRight and its stockholders (other than, in the case of a potential transaction with the Sponsor Stockholders (or affiliates thereof), the Sponsor Stockholders), (v) interact with the Sponsor Stockholders, their representatives and their affiliates concerning a potential transaction or with any third party, its representatives and its affiliates with respect to any alternative transaction that the Special Committee deemed appropriate, and (vi) supervise and direct HireRight’s management with respect to its involvement in a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate. The HireRight Board also (a) resolved not to recommend or approve a potential transaction with the Sponsor Stockholders (or affiliates thereof) or alternative transaction that the Special Committee deemed appropriate without a prior favorable recommendation from the Special Committee, (b) empowered the Special Committee to select and retain legal counsel, financial advisors, accountants and other advisors as the Special Committee deemed necessary to assist in discharging its responsibilities and (c) ratified all actions taken by the Special Committee prior to such date. Pursuant to resolutions adopted by the HireRight Board at the November 28, 2023 meeting, the HireRight Board appointed Lisa Troe, Jill Smart and Venkat Bhamidipati to serve as the members of the Special Committee, each of whom was determined by the HireRight Board to (1) not be members of the Company’s management, (2) not be, directly or indirectly, affiliated or associated with, and to be independent of, the Sponsor Stockholders and their affiliates and (3) not have an interest in a potential transaction other than an interest by virtue of owning

24

Company Common Stock or other securities of the Company. Lisa Troe was appointed Chair of the Special Committee. Following these discussions with the HireRight Board, all of the members of the HireRight Board, other than the members of the Special Committee and Mr. Abramo, departed the meeting and the representatives of Davis Polk and the members of the Special Committee independently (A) discussed and reaffirmed the independence of each of the members of the Special Committee and (B) discussed at a high level next steps with respect to the Special Committee's hiring of a financial advisor, including considering various potential financial advisor candidates and proposing a process for contacting and interviewing such potential advisors. At the conclusion of the meeting, the members of the Special Committee determined to hire Davis Polk as counsel to the Special Committee based on Davis Polk’s experience in advising on public company mergers and acquisitions and representing special committees in similar circumstances, subject to entering into a satisfactory engagement letter. Thereafter, in November 2023, the Special Committee formally engaged Davis Polk as its legal advisor.

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

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

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

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

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

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Committee directed representatives of Davis Polk to report this to representatives of Centerview, which the representatives of Davis Polk did shortly following the meeting. The Special Committee formally entered into an engagement letter with Centerview that was dated as of December 8, 2023.

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

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

On December 9, 2023, the Special Committee held a meeting, at which representatives of each of Centerview and Davis Polk were present, to discuss the December 8 Proposal. At the meeting, the Special Committee discussed with its advisors whether it should consider any potential alternative transactions in light of the Sponsor Stockholders’ stated position in the December 8 Proposal that the Sponsor Stockholders “are interested only in pursuing the Proposed Transaction and do not intend to sell their respective stakes in the Company to any third party.” Representatives of Davis Polk informed the Special Committee of earlier phone calls that Davis Polk had received from Paul Weiss, during which representatives of Paul Weiss had reiterated the Sponsor Stockholders’ stated position that they are only buyers and not sellers and had also indicated that there had been several preliminary inquiries from other potential counterparties interested in a transaction involving HireRight. Representatives of Paul Weiss stated that the inquiries from other counterparties had occurred prior to the delivery of the December 8 Proposal, and that the Sponsor Stockholders had directed the relevant counterparties to the Special Committee and had not otherwise responded to such inquiries. No inquiries had been made to the Special Committee or its advisors. It was the consensus of the Special Committee that, given the Sponsor Stockholders’ explicit statement that they do not intend to sell their respective stakes to any third party, there was no purpose in exploring a potential alternative transaction because the Sponsor Stockholders’ support would be required in order for any such transaction to be effected. It was also noted that the Special Committee would have additional future opportunities when it would have more information available to it to halt or condition further exploration of the potential transaction on the pursuit of an alternative transaction if the Special Committee determined it advisable to do so at a future time. The representatives of Davis Polk then led a discussion with the members of the Special Committee regarding certain legal aspects of the December 8 Proposal that would need to be confirmed with the Sponsor Stockholders. A discussion ensued, during which the representatives of Davis Polk also detailed the various diligence requests that HireRight should expect to receive from the Sponsor Stockholders. After discussion, the Special Committee directed Davis Polk to confirm such legal points raised by Davis Polk during the discussion with Paul Weiss, which they did promptly following the meeting.

On December 13, 2023 and December 14, 2023, a representative of a private equity firm focused on the financial sector (“Private Equity Party E”) emailed a representative of Stone Point, expressing interest in having a phone call to discuss HireRight. The Sponsor Stockholders did not and do not have any relationship or

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affiliation with Private Equity Party E, other than ordinary course contacts in the private equity industry. On December 14, 2023, Paul Weiss advised Private Equity Party E to direct all inquiries regarding a potential strategic transaction to the Special Committee. Later that same day, the representative of Paul Weiss informed Davis Polk of the inquiry.

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

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

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

• the consistent compound annual revenue growth rate underlying the Preliminary Projections that (a) assumed consistent annual revenue growth of 6% from 2025 to 2030 and (b) implied an expectation of sustained market share increases; and

• the substantial gross margin and EBITDA margin expansion, with the former assumed to grow from approximately 48% in 2023 to 50% in 2026 and to approximately 52% in 2030 and the latter projected to expand 660 basis points from 25% in 2023 to 32% in 2030 (each of which were at substantially higher margin levels than those ever achieved by the Company historically). Much of these expansions were projected to come from operating efficiencies at the SG&A level driving cost reductions through the implementation of technological innovations that were not yet tested or were of uncertain implementation.

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

On December 21, 2023, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. At the request of the Special Committee, for the beginning of the meeting, Mr. Spaeth, HireRight’s CFO, was also present. At the outset of the meeting, Mr. Spaeth reviewed with the Special Committee and its advisors the Preliminary Projections, including the key assumptions underlying the Preliminary Projections and the risks and opportunities affecting HireRight’s business and the achievability of the Preliminary Projections. During this discussion, Mr. Spaeth characterized the Preliminary Projections and the assumptions underlying the Preliminary Projections as both reasonable and achievable. Following this discussion, the Special Committee and the members of HireRight’s management also discussed the current status of the Sponsor Stockholders’ due diligence regarding HireRight. After this discussion, Mr. Spaeth left the meeting. The Special Committee then discussed with its advisors their views with respect to the Preliminary Projections, including the key assumptions thereunder, the Special Committee’s views regarding the reasonableness and assessment of the achievability of those assumptions in light of the Company’s historical performance and

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challenges projecting its long-term financial performance on a multi-year basis and their remaining open questions about the Preliminary Projections. Following that discussion, the Special Committee determined it would reconvene later that week after the members of the Special Committee had an opportunity to consider what additional questions and/or document requests that it might want to solicit from the management team in respect of the Preliminary Projections.

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

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

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

On January 8, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The Special Committee and its advisors reviewed the list of the Special Committee’s questions developed during the January 6, 2024 meeting relating to the Preliminary Projections. Following discussion, the members of the Special Committee decided to provide such questions to HireRight’s management at a meeting to be held the following day, during which they would also convey their views with respect to certain categories of assumptions underlying the Preliminary Projections. The principal matters on which these questions focused were: (i) revenue growth assumptions, (ii) gross margin and EBITDA margin expansion assumptions and (iii) whether or not there were sufficient capital expenditures, investments and labor costs in the Preliminary Projections to support all of the Company’s initiatives. For purposes of assisting the Special Committee in evaluating the reliability of the Preliminary Projections, the Special Committee also decided to ask HireRight’s management to (a) provide the Special Committee with all of management’s prior multi-year and long-range plans and (b) prepare a chart detailing management’s initial budgets against actual results for the past 10 years or for whatever shorter period was relevant for purposes of the current pro-forma Company.

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

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On January 11, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The purpose of the meeting was to discuss the reliability of the multi-year and long-term financial projections prepared by HireRight’s management in recent years, including the September 2021 forecast that was prepared in September 2021 by HireRight’s management for the IPO (the “2021 Forecast”) and a 2023 internal model (the “2023 Model”) that had been prepared by management in April 2023. While the 2021 Forecast had been approved by the HireRight Board, the 2023 Model had not been previously shared with, or approved by, the HireRight Board. The 2021 Forecast, the 2023 Model and a comparison of the 2021 Forecast against the Preliminary Projections and HireRight’s actual results of operations for the fiscal year ended December 31, 2022, which was prepared by Centerview at the request of the Special Committee in order to assist the Special Committee in evaluating the Preliminary Projections, were provided to the Special Committee prior to the meeting. As an initial matter, the representatives of Centerview and the members of the Special Committee discussed the 2021 Forecast, including the summary comparison prepared by Centerview, and how, as the facts developed and based on HireRight’s actual results of operations, HireRight outperformed in 2022, underperformed in 2023 and is projected to underperform the 2021 Forecast in 2024 (based on how 2024 was projected in the Preliminary Projections and how 2024 was tracking according to HireRight’s management in response to questions in due diligence from the Sponsor Stockholders). Thereafter, the representatives of Centerview and the Special Committee discussed the 2023 Model, including that, while the 2023 Model was separate and distinct from the Preliminary Projections, it was similar to the Preliminary Projections, but appeared less optimistic regarding top-line revenue growth assumptions (specifically in 2024 and 2025). During that discussion, the members of the Special Committee noted that, upon further scrutiny of the projections and assumptions thereunder, the members of the Special Committee believed that the 2023 Model shared many of the same assumptions as the Preliminary Projections.

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

• top-line growth out of proportion to HireRight’s historical operating performance, particularly now that the Company is much larger which usually renders higher sales growth more challenging. This revenue growth was based, in part, on (a) management’s projection that between 2023 (when HireRight began to recognize revenue from a significant new customer) and 2030, it would add more new customers for every year going forward than it had historically (on a dollar basis) and (b) the fact that the Preliminary Projections did not reflect any modeling for any macroeconomic downturn during the forecast period; and

• expansion of 660 basis points of EBITDA margin up to 32% in 2030 off of a 25% base in the estimated 2023 period, which would represent the highest EBITDA margin that the Company had achieved since at least 2013.

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

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

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

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

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

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

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

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

Also at this meeting, on January 19, 2024, representatives of Davis Polk informed the Special Committee of the phone call that Davis Polk had received from Paul Weiss, during which a representative of Paul Weiss stated that HireRight’s management had reached out via email to the Sponsor Stockholders to discuss possible post-closing employment arrangements for management and that the Sponsor Stockholders had replied to management’s inquiry that, based upon the advice of counsel, the Sponsor Stockholders were unable to have that conversation with management. The Special Committee instructed representatives of Davis Polk to speak with Mr. Copple to remind him that HireRight’s management was not to make any inquiries of this nature without the prior approval of the Special Committee and that no such inquiries were in any case appropriate prior to an agreement between the Special Committee and the Sponsor Stockholders on the price and the other material terms and conditions of a potential transaction or the determination by the Special Committee that no agreement would be reached and the Special Committee process concluded. Representatives of Davis Polk discussed the matter with Mr. Copple following the meeting.

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

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financial projections reflected in the Revised Projections were more achievable than those reflected in the Preliminary Projections and that the Revised Projections were a more appropriate basis on which to value HireRight, subject to making such modest additional adjustments requested by the Special Committee.

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

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

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

On January 26, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview led a discussion regarding Centerview’s preliminary financial analysis of HireRight. Following that discussion, representatives of Centerview then led a discussion regarding certain selected precedent squeeze-out transactions and proposed next steps with the Sponsor Stockholders. After that discussion, the Special Committee determined to reject the Sponsor Stockholders’ December 8 Proposal on the basis that the proposal undervalued HireRight. In addition, the Special Committee determined not to provide a counterproposal and directed Centerview to inform the Sponsor Stockholders that the Special Committee was not prepared to engage with the Sponsor Stockholders at a $12.75 per share price. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed.

On January 28, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The representatives of Centerview provided the Special Committee with an update on their recent conversations with the Sponsor Stockholders, noting that the Sponsor Stockholders understood that the Special Committee was not prepared to engage at a $12.75 per share price, and that the Sponsor Stockholders also requested (i) the 2024 budget of the Company representing the Company’s operating plan for the Company’s then-current fiscal year (the “2024 Budget”), (ii) a copy of all long-range plans recently prepared by HireRight’s management, and (iii) permission to contact potential financing sources for the transaction. Representatives of Centerview also noted that, during the conversation, they had asked the Sponsor Stockholders to clarify what they planned to do with the Tax Receivable Agreement, which the Sponsor Stockholders declined to address on the call, but the Sponsor Stockholders did commit to addressing the treatment of the Tax Receivable Agreement in the context of the overall transaction. Following that discussion, the Special Committee determined (x) to allow HireRight’s management to provide the Sponsor Stockholders

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with access to the 2024 Budget and (y) not to provide the Preliminary Projections and Revised Projections until such time as negotiations with the Sponsor Stockholders were substantially completed or complete if such time were ever reached. A representative of Davis Polk then led a discussion with the Special Committee regarding whether to permit the Sponsor Stockholders to contact potential financing sources for the transaction. Following discussion, the Special Committee determined it was premature to allow the Sponsor Stockholders to initiate discussions with potential financing sources. At the end of this discussion, representatives of Centerview left the meeting. A representative of Davis Polk then informed the Special Committee of a call that Davis Polk had received from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Company’s legal advisor, at the direction of HireRight senior management, during which a representative of Skadden reiterated that HireRight’s management continued to believe in the achievability of the results implied by the Preliminary Projections.

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

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

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

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

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

On February 2, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview summarized the recent discussion between representatives of each of Centerview and the Sponsor Stockholders. Discussion ensued among the members of the Special Committee and its advisors, including as to the fact that the Sponsor Stockholders had yet to submit an acceptable per share price. Following discussion, the members of the Special Committee directed Centerview to reject the request of the Sponsor Stockholders to review any long-range plans prepared by HireRight’s management, and to convey to the Sponsor Stockholders the Special Committee’s view that the Sponsor

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Stockholders had received sufficient information to prepare their own financial projections and would be expected to submit a revised proposal before any additional materials would be provided. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed.

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

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

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

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

On February 9, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. The members of the Special Committee and its advisors discussed the Sponsor Stockholders’ proposed per share price of $14.10, and whether the Special Committee viewed this price as reflecting the best potential price for the Unaffiliated Stockholders. A discussion ensued during which the Special Committee and its advisors discussed potential alternatives. Following this discussion, the Special Committee determined that it was in the best interests of HireRight and the Unaffiliated Stockholders to make a counterproposal of $15.25 per share and instructed representatives of Centerview to convey this to the Sponsor Stockholders. The Special Committee also instructed the representatives of Centerview to remind the Sponsor Stockholders of the Special Committee’s duty to act independently and to get the best possible price for the Unaffiliated Stockholders. The members of the Special Committee and its advisors next discussed a hypothetical timeline for entering into the Merger Agreement and related documents if agreement could be reached on price. A discussion ensued during which the members of the Special Committee and its advisors discussed certain information that would need to be provided by HireRight’s management for purposes of preparing the draft disclosure schedules. Representatives of Davis Polk led a discussion on the Merger Agreement and other transaction documents and summarized certain key issues that would require the Special Committee’s input should the Special Committee determine to engage in negotiations with the Sponsor Stockholders, including (i) the termination fee payable by HireRight, (ii) the termination fee payable by the Sponsor Stockholders if they were not able to close as a result of a failure to obtain the necessary debt financing and (iii) certain terms and conditions relating to compensation and benefits protection for HireRight’s employees. A discussion thereafter ensued during which the members of the Special Committee and the representatives of Davis Polk discussed the open issues and agreed upon appropriate responses. Promptly following the meeting, representatives of Centerview delivered the message to the Sponsor Stockholders as directed. At the instruction of the Special Committee, representatives of Centerview also made the Preliminary Projections and the Revised Projections available to the Sponsor Stockholders.

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

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

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

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

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

On February 13, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk attended. Representatives of Centerview reviewed with the Special Committee the discussion with the Sponsor Stockholders earlier that day, including their new proposal to acquire the shares of Company Common Stock not already owned by the Sponsor Stockholders for $14.25 per share in cash. At the meeting, representatives of Davis Polk reviewed with the Special Committee members certain provisions and key issues in the revised draft of the Merger Agreement, including (i) the termination fee payable by HireRight, (ii) the termination fee payable by the Sponsor Stockholders if they were not able to obtain the necessary debt financing and (iii) with respect to compensation and benefits protection for HireRight’s employees. Thereafter, members of the Special Committee and the representatives of Davis Polk discussed the open issues and agreed upon appropriate responses.

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

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

• Ms. Troe, at the direction of the Special Committee, conveyed to representatives of the Sponsor Stockholders that the Sponsor Stockholders would need to increase their offer price to $14.50 per share in order for a potential transaction to proceed.

• The Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. At the meeting, members of the Special Committee discussed the recent conversation

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between representatives of the Sponsor Stockholders and Ms. Troe during which Ms. Troe informed the representatives of the Sponsor Stockholders that the Special Committee would like the Sponsor Stockholders to increase their offer to $14.50 per share, in response to which the representatives of the Sponsor Stockholders informed Ms. Troe that they would need to speak with their respective investment committees. A discussion ensued, during which the members of the Special Committee and the representatives of each of Centerview and Davis Polk discussed the need for the Sponsor Stockholders to meet with their respective investment committees and the potential timing regarding when a deal could be finalized if an agreement was reached on price.

• The Sponsor Stockholders called Ms. Troe and indicated that they were willing to increase their offer to $14.35 in cash per share, subject to negotiation of a Merger Agreement and other definitive documents on terms acceptable to the Sponsor Stockholders, which represented an approximately 47% premium over the volume-weighted average price of the Company Common Stock during the 30-day period preceding November 17, 2023, the day the Sponsor Stockholders publicly disclosed that that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction. During the course of this conversation, the Sponsor Stockholders described this proposal as their “final price” or their best and final offer.

• The Special Committee held another meeting at which representatives of each of Centerview and Davis Polk were present. Members of the Special Committee discussed the conversation between representatives of the Sponsor Stockholders and Ms. Troe during which the representatives of the Sponsor Stockholders presented their most recent offer of $14.35 per share which they represented to be their “final price” or their best and final offer. After hearing this message, the members of the Special Committee discussed how to respond to the Sponsor Stockholders amongst themselves and with the representatives of each of Centerview and Davis Polk in attendance. Following this discussion, and in light of the fact that the Sponsor Stockholders were unwilling to be sellers in any transaction, the Special Committee determined that it was in the best interests of HireRight and the Unaffiliated Stockholders to accept the $14.35 proposal, subject to finalization of the Merger Agreement and the related transaction documents on terms reasonably acceptable to the Special Committee. Having so concluded, Ms. Troe, at the direction of the Special Committee, then placed a call to representatives of the Sponsor Stockholders and indicated that the Special Committee had accepted the $14.35 per share price.

• The Special Committee also instructed representatives of Davis Polk to convey to their counterparts at Paul Weiss the message that the Special Committee had accepted a per share price of $14.35 and would recommend it to the HireRight Board, subject to finalization of the Merger Agreement and related transaction documents on terms acceptable to the Special Committee.

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

On the evening of February 15, 2024, the Special Committee held a meeting at which representatives of each of Centerview and Davis Polk were present. Representatives of Centerview reviewed with the Special Committee Centerview’s financial analysis of the Merger Consideration, and rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 15, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the caption “Special Factors – Opinion of the Special Committee’s Financial Advisor.” Representatives of Davis Polk then led a discussion with the Special Committee regarding the fiduciary duties of the Special Committee members in connection with the Proposed Transaction. Davis Polk then reviewed with the Special Committee the key terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger. After further discussion, the Special Committee unanimously recommended that the HireRight Board (i) determine the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger

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Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the HireRight stockholders vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) direct that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby.

Later in the evening of February 15, 2024, following the meeting of the Special Committee, the HireRight Board held a meeting (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who were the directors affiliated with the Sponsor Stockholders), at which Messrs. Spaeth and Copple and representatives of each of Centerview and Davis Polk were present. Representatives of Davis Polk reviewed with the members of the HireRight Board in attendance at the meeting the Special Committee meeting held earlier that evening, including that (i) representatives of Centerview presented its financial analysis of the Merger Consideration and the rendering of Centerview’s opinion as described above and (ii) the unanimous recommendations of the Special Committee described above. The members of the HireRight Board asked questions and discussion ensued. After discussion and based on the unanimous recommendation of the Special Committee, the members of the HireRight Board in attendance at the meeting then unanimously (i) determined the Merger Agreement, the Support Agreements and the Limited Guarantees and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Support Agreements, the Limited Guarantees and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the HireRight stockholders approve the adoption of the Merger Agreement and (iv) directed that the Merger Agreement be submitted to HireRight stockholders for adoption thereby.

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

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

On February 16, 2024, each of the General Atlantic Filing Parties and the Stone Point Filing Parties filed with the SEC amendments to their respective Schedules 13D reporting, among other matters, the signing of the Merger Agreement and the Support Agreements.

On April 10, 2024, the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthew, who were the directors affiliated with the Sponsor Stockholders) held a meeting, at which Messrs. Spaeth and Copple and representatives of Davis Polk were present. Representatives of Davis Polk outlined for the HireRight Board the potential ramifications of the recent Activision (as defined below) decision by the Delaware Court of Chancery on February 29, 2024. The representatives of Davis Polk also referred to additional materials provided to the HireRight Board in advance of the meeting (including, among other things, the certificate of incorporation of the Surviving Corporation and the Company Disclosure Letter (each such term as defined in the Merger Agreement) and the final execution copy of the Merger Agreement. In light of the Activision decision, the members of the HireRight Board present at the meeting then unanimously ratified the adoption of the Merger Agreement, and HireRight’s execution thereof, pursuant to Section 204 of the DGCL as described in the section of this proxy statement entitled “Special Factors—Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law.”

Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law

On February 29, 2024, the Delaware Court of Chancery issued an opinion, Sjunde AP-Fonden v. Activision Blizzard, Inc., et al., C.A. No. 2022-1001-KSJM (Del. Ch. Feb. 29, 2024) (“Activision”), in which the Delaware Chancery Court held that, in approving a merger transaction in accordance with Section 251 of the DGCL, the relevant agreement and plan of merger must be, at minimum, “essentially complete” at the time such agreement is adopted by the board of directors of a Delaware corporation. The HireRight Board believes that its prior approval of the Merger Agreement and HireRight’s execution thereof complied with the requirements of Section 251 of the DGCL, and that, to the extent such action did not, on April 10, 2024, the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who are the directors affiliated with the Sponsor Stockholders) approved resolutions (i) confirming its approval of the Merger Agreement, and (ii) in accordance with Section 204 of the DGCL and in light of the Activision decision, ratifying and reaffirming the

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prior approval and execution of the Merger Agreement to eliminate the risk that, or any uncertainty as to whether, the prior approval or execution did not comply with Section 251 of the DGCL or was otherwise a “defective corporate act” (as defined in Section 204(h)(1) of the DGCL). A copy of such resolutions is attached as Annex G to this proxy statement.

This notice constitutes the notice required to be given to our stockholders in accordance with Section 204 of the DGCL. Any claim that any potentially defective corporate act identified and ratified under Section 204 of the DGCL pursuant to the resolutions attached as Annex G to this proxy statement is void or voidable due to the failure of authorization, or that the Delaware Chancery Court should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the date this notice is given.

Certain Conflicts Disclosure

On March 25, 2024, the Delaware Supreme Court issued an opinion, City of Dearborn Police and Fire Revised Ret. Sys. (Chapter 23) v. Brookfield Asset Mgmt., Inc., 2024 WL 1244032 (Del. Mar. 25, 2024) (“Dearborn”), pursuant to which the Delaware Supreme Court held that, in the context of a “going-private” transaction involving a special committee of the board of directors of the target company in such a transaction, it was reasonably conceivable that information regarding the concurrent and prior representations of the purchaser’s affiliates by the law firm representing the special committee were material and should have been disclosed to stockholders in the proxy statement soliciting a stockholder vote on the proposed merger. While the Special Committee does not believe, based on information provided by Davis Polk, that there are any material financial relationships between Davis Polk, on the one hand, and any of General Atlantic, Stone Point or any of their respective affiliates, on the other hand, that would impact Davis Polk’s representation of the Special Committee, and determined to hire Davis Polk based on its experience in advising on public company mergers and acquisitions and representing special committees in similar circumstances, the disclosure in this section is provided in order to be responsive to the Dearborn opinion.

In the two years prior to the date of its engagement by the Special Committee, except for its engagement in connection with the proposed transaction, Davis Polk has not represented HireRight, any General Atlantic Filing Party, any Stone Point Filing Party, Parent or Merger Sub. However, Davis Polk is currently engaged by a credit fund (the “Credit Fund”) of General Atlantic, an affiliate of Parent, in connection with certain matters unrelated to HireRight, and has received approximately $2,700,000 from the Credit Fund as of the date of this proxy statement in fees in relation to those matters in the aggregate. At the time Davis Polk was hired to represent the Credit Fund, the Credit Fund was a joint venture that was 50% owned by General Atlantic. On April 4, 2023, General Atlantic acquired the remaining 50% interest in the Credit Fund, and currently owns 100% of the Credit Fund. In the two years prior to the date of its engagement by the Special Committee, Davis Polk has also represented six separate portfolio companies in Latin America in which General Atlantic had minority, non-controlling investments, all of which were matters unrelated to HireRight. Davis Polk has of the date of this proxy statement been paid approximately $17.3 million for such representations. In the aggregate, these amounts paid by General Atlantic’s affiliates to Davis Polk over the last two years represented less than half of one percent of Davis Polk’s revenues.

In addition, in the two years prior to its engagement by the Special Committee, Davis Polk has represented a portfolio company in which Stone Point has a majority investment on certain matters unrelated to HireRight. Davis Polk has billed approximately $5,000,000 on these matters. To Davis Polk’s knowledge, Davis Polk was hired by such portfolio company following a referral from an investment bank, and none of Parent, Merger Sub or any Stone Point Filing Party was involved in the decision to hire Davis Polk for any such matters.

In addition, Davis Polk represents investment banks and other financial counterparties on lending, underwriting and other financial transactions, including opposite both Sponsor Stockholders and their respective affiliates, from time to time.

Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger

On November 22, 2023, the HireRight Board approved resolutions that established the Special Committee, which consists of independent and disinterested directors Lisa Troe, Jill Smart and Venkat Bhamidipati, each of whom is independent of the Sponsor Stockholders and their affiliates and not members of the management of

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HireRight. Pursuant to the resolutions, the Special Committee was delegated the full power and authority of the HireRight Board to the fullest extent permitted by law to, among other things, take any and all actions on behalf of the HireRight Board that the Special Committee deemed appropriate or necessary to accomplish its functions, including, but not limited to, engaging its own independent outside counsel and financial advisor; reviewing the material facts related to potential strategic alternatives available to HireRight (the “Potential Alternatives”); negotiating the terms and conditions of any Potential Alternative actually chosen on behalf of HireRight; determining whether the terms and conditions of any such Potential Alternative were fair, just and reasonable to HireRight and its stockholders (including the stockholders not affiliated with the Sponsor Stockholders) and whether it was in the best interests of HireRight to enter into any such Potential Alternative, including not pursuing any strategic transaction and executing on a standalone plan or some alternative operating plan that the Special Committee determined to be the value-maximizing alternative for the Company’s Unaffiliated Stockholders.

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

Also on February 15, 2024, based on the unanimous recommendation of the Special Committee, the members of the HireRight Board (exclusive of James Carey, Josh Feldman, Rene Kern and James Matthews, who were the directors affiliated with the Sponsor Stockholders) then unanimously (i) determined the terms and conditions of the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement, the Support Agreements and the Limited Guarantees, and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the HireRight stockholders approve the adoption of the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the HireRight stockholders for adoption thereby.

Accordingly, the HireRight Board recommends that you vote “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

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

• the consideration of $14.35 per share to be received by HireRight stockholders in the Merger represents a significant premium over the market prices at which shares of Company Common Stock had previously traded prior to the announcement and execution of the Merger Agreement, including the fact that the consideration of $14.35 per share represented an approximately 47% premium over the volume-weighted average price of the Company Common Stock during the 30-day period preceding November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction;

• the proposed Merger Consideration is all cash, so the transaction provides stockholders of HireRight certainty of value for their shares of Company Common Stock, especially when viewed against HireRight’s competitive positioning and prospects as a standalone company, taking into account the costs, risks and uncertainties associated with continuing to operate independently as a public company, including:

• the impact of market, customer and competitive trends affecting HireRight, both on a historical and prospective basis, including the recent historical underperformance of the

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background-checking sector as compared to the broader market, recent declines in the global hiring market and the possibility of a continuing cooling in global hiring, HireRight’s lower recent historical and forecasted revenue growth as compared to industry peers and other risks relating to the competitive industry in which HireRight operates;

• the impact of macroeconomic and geopolitical conditions, including, without limitation, risks and impacts associated with inflationary or recessionary macroeconomic conditions and the risk of uncertainty and potential disruption resulting from geopolitical tensions or developments, all of which could negatively affect HireRight’s business and prospects;

• the current and historical prices of Company Common Stock, including the market performance of Company Common Stock relative to other participants in HireRight’s industry, the market performance of Company Common Stock relative to general market indices and the recent historical underperformance of the background-checking sector as a whole as compared to the broader market;

• the inherent uncertainty of attaining management’s financial projections, including the fact that HireRight’s actual financial results in future periods could differ materially from the projected results described in “Special Factors—Certain Unaudited Prospective Financial Information;”

• the current and projected financial condition and results of operations of HireRight, including the likelihood and timing of, and risks to, achieving the operational improvements, objectives and market share improvement assumptions underlying HireRight’s then-current business plan, including whether reflected in the Preliminary Projections or the Revised Projections;

• the continued decline in the global hiring market in the near-term, which could reasonably be expected to continue to affect adversely the demand for HireRight’s services; and

• absent the consummation of the transactions contemplated by the Merger Agreement, the risk that HireRight would not have sufficient resources to achieve management’s strategic plan and thus could face a further decrease in HireRight’s stock price;

• the fact that all holders of Company Common Stock would receive the same consideration, except that the Sponsor Stockholders will not receive the Merger Consideration and will instead contribute to a direct or indirect parent company of Parent all of their holdings of Company Common Stock in exchange for equity interests in such direct or indirect parent company of Parent in connection with the Merger;

• the fact that the Special Committee was able to negotiate an effective increase in the Merger Consideration of $1.60 per share from the per-share consideration offered in the Sponsor Stockholders’ December 8, 2023 offer letter, representing an increase of approximately 12.5%, notwithstanding the anticipated challenges to the business described above;

• the belief of the Special Committee that the Merger Consideration was the highest price that could reasonably be obtained from the Sponsor Stockholders and that further negotiations would create a risk of causing the Sponsor Stockholders either (a) to abandon the transaction altogether or (b) to materially delay the entry into a definitive agreement providing for a transaction on acceptable terms and conditions, neither of which would have, in the view of the Special Committee been in the best interests of the Unaffiliated Stockholders;

• the fact that the Sponsor Stockholders stated in their December 8, 2023 offer letter and repeated thereafter that the Sponsor Stockholders were not interested in selling their approximately 75% stake in HireRight to a third party and were only interested in a transaction in which they were buyers of the Company Common Stock;

• the fact that the Special Committee received advice and assistance from experienced legal and financial advisors;

• the likelihood that the Merger would be completed, based on, among other things, the limited number and nature of the conditions to completion of the Merger, including the fact that there is no financing condition; and

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• the opinion of Centerview rendered to the Special Committee on February 15, 2024, which was subsequently confirmed by delivery of a written opinion dated February 15, 2024, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to holders of Company Common Stock (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 of this proxy statement entitled “Special Factors — Opinion of the Special Committee’s Financial Advisor.”

The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to the Unaffiliated Stockholders. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders and the unaffiliated security holders of HireRight for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

• the authority granted to the Special Committee by the HireRight Board to retain its own legal and financial advisors, to consider all potential alternative transactions, and to negotiate the terms and conditions of the definitive agreement with respect to a potential transaction, or to determine not to pursue any transaction involving the Sponsor Stockholders, and the fact that the HireRight Board resolved not to approve any potential acquisition of HireRight or recommend for approval any such transaction by HireRight’s stockholders without a favorable recommendation from the Special Committee;

• the fact that the Sponsor Stockholders conditioned their engagement in a potential transaction on (i) the Special Committee being empowered to freely select its own independent legal and financial advisors and to consider (including the ability to reject) any proposal by the Sponsor Stockholders regarding a potential transaction and (ii) the transaction being subject to a non-waivable condition requiring approval of a majority of the shares of Company Common Stock not owned by the Sponsor Stockholders and such approval actually being obtained before consummation of the Merger;

• the fact that prior to the Effective Time of the Merger, the Merger Agreement prohibits (i) the HireRight Board from dissolving or dismantling the Special Committee, or revoking or diminishing the authority of the Special Committee and (ii) Parent, Merger Sub and their affiliates (including the Sponsor Stockholders) from removing any director of the HireRight Board that is a member of the Special Committee either as a member of the HireRight Board or the Special Committee (other than for cause);

• that the Special Committee consists solely of independent and disinterested directors that are not affiliated with, and are independent of, any of the Sponsor Stockholders and were otherwise disinterested and independent with respect to a potential acquisition of HireRight, other than as discussed in the section of this proxy statement captioned “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger”;

• that the compensation provided to the members of the Special Committee in respect of their services was not contingent on the Special Committee approving the Merger Agreement and taking the other actions described in this proxy statement;

• that the Special Committee held numerous formal meetings over a three-month period (with its legal and financial advisors present) to discuss and evaluate a potential transaction and each member of the Special Committee was actively engaged in the process on a regular basis and was provided with full access to HireRight management in connection with the evaluation process;

• that the Special Committee retained and received the advice of (i) Centerview (its own independent financial advisor) and (ii) Davis Polk (its own independent legal advisor);

• that the financial and other terms and conditions of the proposed transaction were the product of extensive negotiations between the Special Committee, with the assistance of its financial and legal advisors, on the one hand, and Parent and its representatives, on the other hand;

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• that under the DGCL, stockholders have the right to demand appraisal of their shares of the Company Common Stock, as discussed in the section entitled “Appraisal Rights” of this proxy statement;

• the recognition by the Special Committee that it had no obligation to recommend to the HireRight Board the approval of the Merger or any other transaction and had the authority to reject any proposals made; and

• the fact that the Special Committee made its evaluation of the Merger Agreement and the Merger based upon the factors discussed in this proxy statement.

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

• the requirement that approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders;

• the Special Committee’s belief that the terms of the Merger Agreement, including HireRight’s representations, warranties and covenants and the conditions to each party’s obligations, are reasonable in the circumstances and include the most favorable terms to HireRight, in the aggregate, to which the Sponsor Stockholders were willing to agree;

• under certain circumstances, if the Merger is not completed, Parent may be required to pay HireRight a termination fee of $65,000,000;

• HireRight’s ability, under certain circumstances, to furnish information to, and to conduct negotiations with, a third party that makes an unsolicited bona fide written proposal for a business combination or acquisition of HireRight that is reasonably likely to lead to a superior proposal, even if the Sponsor Stockholders would ultimately need to support any such transaction for it to be executable;

• the ability of the HireRight 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 its recommendation of the Merger in response to a proposal to acquire HireRight that is superior to the Merger or an intervening event with respect to HireRight;

• the ability of the HireRight Board, acting upon the recommendation of the Special Committee, and the Special Committee’s ability, in each case under certain circumstances, to terminate the Merger Agreement to enter into a definitive agreement providing for an acquisition of HireRight that is superior to the Merger; in that regard, the Special Committee believed that the termination fee payable by HireRight 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 offers; and

• the outside date under the Merger Agreement of August 15, 2024, which allows for sufficient time to complete the Merger based on the facts and circumstances reasonably known to the Special Committee at the time of the execution and delivery of the Merger Agreement.

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

• the risk that the Merger may not be completed despite the parties’ efforts or that completion of the Merger may be delayed, even if the requisite approvals are obtained from HireRight stockholders, including the possibility that conditions to the parties’ obligations to complete the Merger may not be satisfied, and the potential resulting disruptions to HireRight’s business and operations;

• that the Merger Agreement precludes HireRight from (i) actively soliciting alternative acquisition proposals and (ii) engaging with a third party with respect to, or discussing or negotiating, any unsolicited alternative acquisition proposal (other than an unsolicited bona fide written Acquisition Proposal that is reasonably likely to lead to a superior proposal);

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• the amount of time it could take to complete the Merger, the potential for diversion of management focus for an extended period and employee attrition, the potential inability to hire new employees and the possible adverse effects of the announcement and pendency of the Merger on customers, providers, vendors, regulators and other business relationships, and the communities in which HireRight operates, in particular if the Merger is not completed;

• that the Unaffiliated Stockholders will have no ongoing equity participation in HireRight following the Merger and that those stockholders will cease to participate in HireRight’s future earnings or growth, if any, and will not benefit from increases, if any, in the value of the Company Common Stock;

• the possibility that, at some future time, Parent could sell some or all of HireRight or its securities, businesses or assets to one or more purchasers at a valuation higher than the valuation implied by the Merger Consideration, and that the Unaffiliated Stockholders would not be able to participate in or benefit from such a sale;

• the risk of litigation arising from stockholders in respect of the Merger Agreement or the transactions contemplated thereby;

• the fact that certain of HireRight’s directors and executive officers may receive certain benefits that are different from, and in addition to, those of HireRight’s other stockholders (see “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger”);

• the fact the senior management of HireRight continued to stand behind and support the Preliminary Projections; and

• the risks of the type and nature described in the sections titled “Cautionary Statement Concerning Forward-Looking Information.”

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

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

The Special Committee considered the factors taken into account by Centerview in rendering its fairness opinion. In determining that the terms and conditions of the Merger Agreement and the transactions contemplated

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thereby, including the Merger, are advisable and fair to, and in the best interests of, HireRight and the Unaffiliated Stockholders, the Special Committee expressly adopts the analysis and conclusions of Centerview in issuing its fairness opinion as part of its considerations in making the Special Committee’s own determination.

On September 15, 2022, the Company received Private Equity Party A Proposal, offering to acquire HireRight for a price of $19.50 to $20 per share of Company Common Stock. On October 5, 2022, as detailed in the section of this proxy statement captioned “—Background of the Merger”, the HireRight Board concluded that it would not pursue a potential transaction with Private Equity Party A. In determining their view as to the fairness of the Merger to the Unaffiliated Stockholders, the Special Committee did not consider the Private Equity Party A Proposal, because, the HireRight Board had determined not to pursue a transaction with Private Equity Party A, relying in part on advice from representatives of Financial Advisor A that Financial Advisor A was of the view that, in light of the state of the debt markets at the time and a lack of other financing options available to Private Equity Party A, the Private Equity Party A Proposal was not executable at the offered price, and, if the proposed transaction was capable of being executed at all, it would only be executable at a much lower price that would not have been acceptable to the HireRight Board. Further, such proposal was made more than one year prior to the December 8 Proposal and almost seventeen months prior to the Sponsor Stockholders’ offer of $14.35 per share for the shares of Company Common Stock that they did not own. The Special Committee believes that during this seventeen-month period, the Company’s value had diminished, as reflected in the Company’s decreased stockholders’ equity, decreased revenue and net losses for the year ended December 31, 2023, as compared to the Company’s stockholders’ equity, revenue and positive net income for the year ended December 31, 2022. The Special Committee believes that these changes are the result of a number of factors during such period, including changes in general industry, business, macroeconomic and geopolitical conditions, the impact of market, customer and competitive trends affecting the Company and the continued decline in the global hiring market in the near-term. As such, the Special Committee did not consider the Private Equity Party A Proposal to be a relevant benchmark in evaluating the Sponsor Stockholders’ offer of $14.35 per share and such proposal had no bearing on the Special Committee’s consideration of the fairness of the Merger to the Unaffiliated Stockholders. In addition, as detailed in the section of this proxy statement captioned “—Background of the Merger”, it was the consensus of the Special Committee that there was no purpose in exploring a potential alternative transaction or engaging with other potential counterparties, including Private Equity Party A, in light of the fact that the Sponsor Stockholders had stated in their December 8, 2023 offer letter and repeated thereafter that the Sponsor Stockholders were not interested in selling their approximately 75% stake in HireRight to a third party and were only interested in a transaction in which they were buyers of the Company Common Stock.

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

In considering the recommendation of the HireRight Board that the HireRight stockholders vote to approve the Merger Agreement Proposal and the Adjournment Proposal, HireRight stockholders should be aware that the officers, directors and employees of HireRight may have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of HireRight stockholders generally. See “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger.”

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

Opinion of the Special Committee’s Financial Advisor

On February 15, 2024, Centerview rendered to the Special Committee its oral opinion, subsequently confirmed in a written opinion dated February 15, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated February 15, 2024, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by

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Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex D. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of HireRight or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

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

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

• a draft of the Merger Agreement dated February 15, 2024, which is referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

• HireRight’s Registration Statement on Form S-1 (as amended);

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

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

• certain publicly available research analyst reports for HireRight;

• certain other communications from HireRight to its stockholders; and

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

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

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of HireRight as to the matters covered thereby and Centerview relied, at the Special Committee’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of HireRight, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of HireRight. Centerview assumed, at the Special Committee’s direction, that the final executed Merger

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Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of HireRight, or the ability of HireRight to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, HireRight’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to HireRight or in which HireRight might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of shares of Company Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of HireRight or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of HireRight or any other party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of HireRight or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of each of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s opinion, dated February 15, 2024. The order of the financial analyses described below does not represent the relative importance or weight given to those financial analyses by Centerview. 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. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of HireRight. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial

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analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of HireRight or any other parties to the Transaction. None of the Special Committee, the HireRight Board, HireRight, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of HireRight do not purport to be appraisals or reflect the prices at which HireRight may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 14, 2024, and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of HireRight based on the Forecasts (for more details, please see the section titled “Special Factors—Certain Unaudited Prospective Financial Information.” A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

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

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

Selected Public Company Analysis

Centerview reviewed certain financial information of HireRight and compared it to corresponding financial information for two public companies that Centerview deemed comparable, based on its experience and professional judgment, to HireRight. These two companies, First Advantage Corporation and Sterling Check Corp., are referred to in this summary of Centerview’s opinion as the “selected companies.” Although neither of the selected companies is directly comparable to HireRight, the selected companies were chosen by Centerview,

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among other reasons, because they are companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, Centerview considered similar to those of HireRight, including as to the nature of services provided; scale, growth and margin profile; clients served; and macro-economic risks that each company faced. However, because neither of the selected companies is exactly the same as HireRight, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of HireRight and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of February 14, 2024, Centerview calculated, for each selected company, such company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units and other dilutive equity instruments) plus non-controlling interests, the face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations made in arriving at HireRight’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (which is referred to in this summary of Centerview’s opinion as “EV”), as a multiple of Wall Street research analyst consensus estimated earnings before interest expense, income taxes, depreciation and amortization and stock-based compensation (which is referred to in this summary of Centerview’s opinion as “Adj. EBITDA”). Such multiple is referred to in this summary of Centerview’s opinion, with respect to a selected company, as “EV / 2024E Adj. EBITDA.” The results of this analysis indicated a median EV / 2024E Adj. EBITDA of 9.9x.

The selected companies and the results of this analysis, which was conducted prior to the announcement that First Advantage Corporation would be acquiring Sterling Check Corp. in a cash and stock deal, are summarized as follows:

Selected Company	Enterprise Value (in billions)	EV / 2024E Adj. EBITDA
First Advantage Corporation	$3.0	11.2x
Sterling Check Corp.	$1.7	8.5x

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a range of multiples of EV to 2024E Adj. EBITDA of 7.0x to 9.0x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of HireRight and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the range of multiples of EV to 2024E Adj. EBITDA to HireRight’s 2024E Adj. EBITDA of $201 million derived from the Internal Data, to derive a range of implied enterprise values for HireRight. Centerview subtracted from each of these ranges the face value of HireRight’s net debt and non-controlling interests as of December 31, 2023, as set forth in the Internal Data to derive a range of implied equity values for HireRight. Centerview then divided these implied equity values by the number of HireRight’s fully diluted shares of Company Common Stock outstanding as of February 12, 2024, as set forth in the Internal Data (determined using the treasury stock method and taking into account outstanding in the money options, restricted stock units and other dilutive equity instruments) to derive a range of implied values per share of Company Common Stock of approximately $10.85 to $16.55, rounded to the nearest $0.05. Centerview compared this range to the Merger Consideration of $14.35 per share to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Other Factors

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

• Historical Price Trading Analysis. Centerview reviewed historical trading prices of the Company Common Stock during the 52-week period ended November 17, 2023 (the day that the Purchaser Filing

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Parties indicated that they had agreed to work together regarding a potential strategic transaction involving HireRight), which reflected low and high closing stock prices for the Company Common Stock during such period of $8.75 and $13.15 per share.

• Analyst Price Targets Analysis. Centerview reviewed price targets for the shares of Company Common Stock in publicly available Wall Street research analyst reports as of market close on November 17, 2023, noting that these price targets ranged from $10.00 per share to $15.00 per share.

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. The Special Committee did not impose any limitations on Centerview with respect to the analysis conducted or procedures followed in rendering Centerview’s opinion.

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

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its engagement in connection with the Transaction, Centerview had not been engaged to provide financial advisory or other services to HireRight, and Centerview did not receive any compensation from HireRight during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent or Merger Sub, and Centerview did not receive any compensation from Parent or Merger Sub during such period. In 2023, Centerview was engaged to provide financial advisory services to OneOncology, Inc. (“OneOncology”), a portfolio company of General Atlantic Service Company, an affiliate of Parent, in connection with its sale to certain private investment firms, and Centerview received between $25 million and $35 million in compensation from OneOncology for such services. In 2023, Centerview was engaged to provide financial advisory services to Oak Street Health, Inc. (“Oak Street”) in connection with its sale to CVS Health Corporation, at which time affiliates of General Atlantic Service Company held an approximately 25% interest of Oak Street, and Centerview received approximately $80 million in compensation from Oak Street for such services. In 2022, Centerview was engaged to provide financial advisory services unrelated to HireRight to a portfolio company of General Atlantic Service Company, and Centerview received less than $500,000 in compensation from such portfolio company. In the two years prior to the date of its written opinion, Centerview was engaged to provide financial advisory services unrelated to HireRight to a portfolio company of Stone Point, an affiliate of Parent, but Centerview did not receive any compensation for such engagement, which is complete. Centerview may provide financial advisory and other services to or with respect to HireRight, Parent, General Atlantic Service Company or Stone Point or their respective affiliates, including portfolio companies of General Atlantic Service Company or Stone Point, in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and their affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity

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and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, HireRight, Parent, General Atlantic Service Company, Stone Point or any of their respective affiliates, including portfolio companies of General Atlantic Service Company or Stone Point, or any other party that may be involved in the Transaction.

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

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

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

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

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

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

Under the SEC’s rules governing going-private transactions, the Purchaser Filing Parties, who may be deemed to be affiliates of the Company, are engaged in a “going private” transaction and, therefore, are required to express their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders, as defined under Rule 13e-3 of the Exchange Act. The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Purchaser Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Purchaser Filing Parties have interests in the Merger that are different from, and/or in addition to, those of the other stockholders of the Company by virtue of their continuing interests in the Surviving Corporation after the completion of the Merger.

The Purchaser Filing Parties believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Purchaser Filing Parties did not participate in the deliberations of the Special Committee or the HireRight Board regarding, nor did they receive advice from the respective legal, financial or other advisors to the Special Committee or the HireRight

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Board as to, the fairness of the Merger. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. No financial advisor provided the Purchaser Filing Parties with any analysis or opinion with respect to the fairness of the Merger Consideration to the Unaffiliated Stockholders.

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

• the fact that the Special Committee unanimously determined and, upon the unanimous recommendation of the Special Committee, the HireRight Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Stockholders;

• the fact that the Merger Consideration is all cash, thus allowing the Unaffiliated Stockholders to immediately realize a certain and fair value for their shares of Company Common Stock, which value represents a premium of approximately 47% to the volume-weighted average stock price per share of Company Common Stock as of November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction;

• the current and historical market prices of Company Common Stock, including the market performance of Company Common Stock relative to those of other participants in the Company’s industry and general market indices;

• the fact that the Merger will provide liquidity for the Unaffiliated Stockholders 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 Special Committee consisted solely of independent and disinterested directors of the HireRight Board who are not officers or employees of the Company and who are not affiliated with the Purchaser Filing Parties, and who have no interests in the Merger different from, or in addition to, the Unaffiliated Stockholders generally, other than the members’ receipt of HireRight Board compensation, and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the HireRight 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 the Company and in connection with the Merger Agreement;

• the fact that the Special Committee was given exclusive authority to, among other things, review, evaluate and negotiate the terms of the Merger Agreement, to determine the advisability of the Merger, to decide not to engage in the Merger and to consider alternatives to the Merger;

• without adopting the opinion of Centerview or its related analyses and discussion, 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 February 15, 2024, the Special Committee received an opinion from Centerview stating that, as of February 15, 2024, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in Centerview’s opinion, the Merger Consideration to be received by the holders of Company Common Stock (other than the Sponsor Stockholders and their affiliates) in the Merger was fair, from a financial point of view, to such holders;

• the fact that the Company has the ability, under certain circumstances, 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;

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• the fact that the Merger is not conditioned on any financing being obtained by Parent or Merger Sub, thus increasing the likelihood that the Merger will be consummated and that the consideration to the Unaffiliated Stockholders in the Merger will be received;

• the Purchaser Filing Parties’ belief that the likelihood of completing the Merger, which would result in the payment of the Merger Consideration to the Unaffiliated Stockholders, is high; and

• the fact that the Company faced potential risks by continuing to have publicly traded common stock, including the risks of market volatility and global uncertainty along with the compliance costs and obligations imposed on the Company as a result of having publicly traded common stock.

The Purchaser Filing Parties did not consider the liquidation value of the Company in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because the Purchaser Filing Parties consider the Company to be a viable going concern and view the trading history of the Company Common Stock as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

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

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

On September 15, 2022, the Company received Private Equity Party A Proposal, offering to acquire HireRight for a price of $19.50 to $20 per share of Company Common Stock. On October 5, 2022, as detailed in the section of this proxy statement captioned “—Background of the Merger”, the HireRight Board concluded that it would not pursue a potential transaction with Private Equity Party A. The Sponsor Stockholders, through their representatives on the HireRight Board, were aware of the Private Equity Party A Proposal. In determining their view as to the fairness of the Merger to the Unaffiliated Stockholders, the Purchaser Filing Parties did not consider the Private Equity Party A Proposal, because, the HireRight Board had determined not to pursue a transaction with Private Equity Party A, relying in part on advice from representatives of Financial Advisor A that Financial Advisor A was of the view that, in light of the state of the debt markets at the time and a lack of other financing options available to Private Equity Party A, the Private Equity Party A Proposal was not executable at the offered price, and, if the proposed transaction was capable of being executed at all, it would only be executable at a much lower price that would not have been acceptable to the HireRight Board. Further, such proposal was made more than one year prior to the December 8 Proposal made by the Sponsor Stockholders and almost seventeen months prior to the Sponsor Stockholders’ offer of $14.35 per share for the shares of Company Common Stock that they did not own. The Sponsor Stockholders believe that during this seventeen-month period, the Company’s value had diminished, as reflected in the Company’s decreased stockholders’ equity, decreased revenue and net losses for the year ended December 31, 2023, as compared to the Company’s stockholders’ equity, revenue and positive net income for the year ended December 31, 2022. The Sponsor Stockholders believe that these changes are the result of a number of factors during such period, including changes in general industry, business, macroeconomic and geopolitical conditions, the impact of

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market, customer and competitive trends affecting the Company and the continued decline in the global hiring market in the near-term. As such, the Sponsor Stockholders did not consider the Private Equity Party A Proposal to be a relevant benchmark when the Sponsor Stockholders made their offer of $14.35 per share and such proposal has no bearing on the Purchaser Filing Parties’ consideration of the fairness of the Merger to the Unaffiliated Stockholders.

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

The Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Stockholders.

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

• the fact that the Special Committee was formed at the outset of the Company’s consideration of a potential transaction and prior to any consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, or any negotiations with respect thereto;

• the fact that the Special Committee was fully informed about the extent to which the interests of the Sponsor Stockholders in the Merger differed from those of the Unaffiliated Stockholders;

• the consideration and negotiation of the Merger Agreement were conducted entirely under the control and supervision of the Special Committee, which consists entirely of independent directors, as such term is defined in Section 303A.02 of the NYSE Listed Company Manual, each of whom is an outside, nonemployee director, is not affiliated with any of the Purchaser Filing Parties and was not designated or appointed to the HireRight Board by any such persons, and that no limitations were placed on the Special Committee’s authority;

• the fact that, since the outset of the strategic process that resulted in execution of the Merger Agreement, the Purchaser Filing Parties’ proposals for the potential transaction were conditioned upon, (i) the approval and recommendation to the HireRight Board by the Special Committee and (ii) a non-waivable condition requiring the Merger to be approved by a majority of the shares of Company Common Stock not owned by the Purchaser Filing Parties or any other stockholders considered interested parties with respect to the Merger, and such approval in fact being obtained prior to consummation of the Merger;

• in considering the transaction with the Purchaser Filing Parties, the Special Committee acted solely to represent the interests of the Unaffiliated Stockholders, and the Special Committee had independent control of the extensive negotiations with the Purchaser Filing Parties and their respective advisors on behalf of the Unaffiliated Stockholders;

• the HireRight Board determined that each member of the Special Committee is disinterested with respect to the Merger and the other transactions and all of the members of the Special Committee during the entire process were and are independent directors and free from any affiliation with any Purchaser Filing Party; in addition, none of such Special Committee members is or ever was an officer or employee of the Company or any of its subsidiaries or affiliates and none of such directors has any financial interest in the Merger that is different from that of the Unaffiliated Stockholders other than the members’ receipt of Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the HireRight Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and

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liability insurance rights under their respective indemnification agreements entered into with the Company and under the Merger Agreement, which is further discussed under the section entitled “Special Factors—Interests of Executive Officers and Directors of HireRight in the Merger”;

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

• the recognition by the Special Committee and the HireRight Board that the Special Committee had no obligation to recommend any transaction, including a transaction with the Purchaser Filing Parties, and that the Special Committee had the authority to reject any proposals made by the Purchaser Filing Parties or any other person or entity;

• the fact that the Merger Consideration and the terms and conditions of the Merger were the result of extensive arm’s-length negotiations with between the Special Committee and its advisors, on the one hand, and the Purchaser Filing Parties and their respective advisors, on the other hand;

• the fact that the Special Committee had the full power and authority to attend to and take any and all actions in connection with the written proposal from the Purchaser Filing Parties and to negotiate the terms and conditions of any strategic transaction involving HireRight (including the Merger), including to reject any proposals made by Parent or any other person;

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

• since the indication by the Purchaser Filing Parties on November 17, 2023 that they had agreed to work together regarding a potential strategic transaction involving the Company and prior to the execution of the Merger Agreement, no party other than the members of the Purchaser Filing Parties had submitted a formal proposal to acquire the Company;

• the recognition by the Special Committee and the HireRight Board that, under the terms of the Merger Agreement and subject to the terms and conditions therein, the Special Committee has the ability to respond to, furnish information and negotiate with respect to an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal until the Company’s stockholders vote upon and authorize and approve (as applicable) the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger;

• the Purchaser Filing Parties did not participate in the deliberative process of, or the conclusions reached by, the Special Committee or the negotiation positions of the Special Committee;

• the Company’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 Company Termination Fee of $30,000,000 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;

• the availability of appraisal rights to the Company’s stockholders (other than the Sponsor 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 of Company Common Stock; and

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

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

• the risk that the Merger might not be completed in a timely manner or at all;

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• that Parent and Merger Sub are newly formed entities with essentially no assets other than the commitments of the Sponsor Stockholders under the Support Agreements and the committed Debt Financing;

• even though the Company has the ability, under certain circumstances, to conduct negotiations with a third party that makes an unsolicited bona fide written proposal for a business combination or acquisition of HireRight that is reasonably likely to lead to a superior proposal, the Sponsor Stockholders acknowledge that they stated in their December 8, 2023 offer letter and repeated thereafter that the Sponsor Stockholders were not interested in selling their approximately 75% stake in HireRight to a third party and were only interested in a transaction in which they were buyers of the Company Common Stock, which may have discouraged, and may in the future discourage, third parties from submitting alternative acquisition proposals with terms and conditions, including price, that may be superior to the Merger;

• the fact that the Unaffiliated Stockholders will not participate in any future earnings, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future;

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

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

• subject to the terms and conditions of the Merger Agreement, that the Company and its subsidiaries are restricted from soliciting, initiating, proposing or inducing the submission of Acquisition Proposals from third parties or knowingly encouraging, facilitating or assisting any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal;

• the possibility that the amounts that may be payable by the Company upon the termination of the Merger Agreement, including payment to Parent of a Company Termination Fee of $30,000,000.00 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 the Company; and

• the fact that an all cash transaction would generally be taxable to the Company’s stockholders who receive cash proceeds and are U.S. holders for U.S. federal income tax purposes.

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

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

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

Purpose and Reasons of the Purchaser Filing Parties for the Merger

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

The Purchaser Filing Parties believe HireRight requires business decisions focused on long-term growth and operational excellence, as well as long-term profitability and cash generation, to secure HireRight’s long-term success. As these priorities could generate earnings volatility and uncertainty in the short- and medium-term, the Purchaser Filing Parties believe that these priorities would be most effectively implemented in the context of a private company structure. As a privately held entity, HireRight’s management will have greater flexibility to focus on long-term priorities and initiatives without the pressures exerted by the public market’s valuation of HireRight and its emphasis on short-term period-to-period performance. Further, as a privately held entity, HireRight will be relieved of many of the expenses, burdens and constraints imposed on companies that are subject to the public reporting requirements under the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002, which the Purchaser Filing Parties believe will enable HireRight’s management and employees to execute more effectively on future strategic plans. The Purchaser Filing Parties determined to undertake the Merger at this time because the Purchaser Filing Parties want to take advantage of the benefits of HireRight being a privately held company as described above and because the Purchaser Filing Parties believe that the challenges facing the Company, including the continued decline in the global hiring market in the near-term, and the risk that HireRight may not have sufficient resources to achieve management’s strategic plan absent the Merger, could be better addressed as a privately held company and that a delay in entering into the Merger Agreement and consummating the Merger could accordingly adversely affect the Company.

Plans for HireRight After the Merger

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

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

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

Certain Effects of the Merger

If the Merger Agreement is approved and adopted by the requisite votes of HireRight stockholders and all other conditions to the Closing of the Merger are either satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (i) Merger Sub will merge with and into HireRight, (ii) the separate existence of Merger Sub will cease and (iii) HireRight will continue as the Surviving Corporation in the Merger and as a wholly owned subsidiary of Parent. As a result of the Merger, HireRight will cease to be a publicly traded company, Company Common Stock will be delisted from NYSE and deregistered under the Exchange Act and HireRight will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation as a result of the Merger.

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

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

• each certificate formally representing any shares of Company Common Stock or any book-entry shares that represented shares of Company Common Stock immediately prior to the Effective Time (other than the Owned Company Shares and the Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the Merger Consideration, without interest thereon; and

• the Owned Company Shares (which include the Sponsor Shares) will be cancelled for no consideration.

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Treatment of Equity Compensation Awards and Company ESPP

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

Company Options

• each outstanding Company Option granted under the 2018 Equity Plan, whether vested or unvested, will be converted into an option to purchase the same number of shares of common stock of the Surviving Corporation at the same per-share exercise price and subject to the same terms and conditions as the applicable Company Option (including vesting conditions);

• each outstanding and vested Company Option granted under the 2021 Plan will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option, multiplied by (B) the total number of shares of Company Common Stock underlying such Company Option; provided that if the per-share exercise price of such Company Option is equal to or greater than the Merger Consideration, such Company Option will be forfeited and cancelled for no consideration; and

• each outstanding and unvested Company Option granted under the 2021 Equity Plan will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option, multiplied by (B) the total number of shares of Company Common Stock underlying such Company Option, which cash-based award will be subject to the same vesting conditions as the applicable Company Option; provided that if the per-share exercise price for such Company Option is equal to or greater than the Merger Consideration, such Company Option will be forfeited and cancelled for no consideration.

Company RSUs

• each outstanding Company RSU that has vested but not yet settled as of the Effective Time (taking into account any acceleration of vesting) will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration; and

• each outstanding and unvested Company RSU (including each Company PRSU that on March 12, 2024 was converted to an unvested Company RSU based on the level of achievement of the applicable adjusted EBITDA performance conditions) will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions as the applicable Company RSU.

Company PRSUs

• each outstanding Company PRSU in respect of HireRight’s total stockholder return will be forfeited and cancelled for no consideration; and

• each other Company PRSU that is outstanding will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company PRSUs multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions (including performance conditions) as the Company PRSUs.

Company ESPP

• Prior to the Effective Time, HireRight will take all actions necessary to (a) provide that no new individuals will be permitted to enroll in the Company ESPP on or following February 15, 2024; (b) make any adjustments that may be necessary or advisable to reflect that the offering period that is in effect on February 15, 2024 (the “Current Offering Period”) will be shortened if required but otherwise treat the Current Offering Period as a fully effective and completed offering period for all

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purposes pursuant to the Company ESPP; (c) not allow any increase in the amount of participants’ payroll deduction elections under the Company ESPP during the Current Offering Period from those in effect on February 15, 2024; (d) cause the exercise (as of no later than one Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP, but otherwise not issue any shares of Company Common Stock under the Company ESPP; (e) provide that no further offering period will commence pursuant to the Company ESPP on or after February 15, 2024; and (f) not extend the Current Offering Period. If purchase rights are exercised under the Company ESPP pursuant to the clause (d) as described above prior to the Closing Date, on such exercise date, HireRight will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), HireRight will terminate the Company ESPP and no further rights will be granted or exercised under the Company ESPP thereafter.

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

Benefits of the Merger for HireRight’s Unaffiliated Stockholders

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

Detriments of the Merger to HireRight’s Unaffiliated Stockholders

The primary detriments of the Merger to our Unaffiliated Stockholders include the following:

• Lack of an interest of such security holders in the potential future earnings, growth or value realized by HireRight after the Merger, including as a result of any sale of HireRight or its assets to a third party in the future.

• The receipt of cash in exchange for Company Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. See “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger” for additional information with respect to the considerations relevant to such receipt of cash in exchange for Company Common Stock.

• The Unaffiliated Stockholders will be required to surrender their shares of Company Common Stock in exchange for a cash price determined by the Company and the Purchaser Filing Parties and such Unaffiliated Stockholders will not have the right as a result of the Merger to liquidate their shares of Company Common Stock at a time and price of their choosing.

Certain Effects of the Merger for the Purchaser Filing Parties

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

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The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of Company Common Stock and resulting interests in the Company’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on the Company’s net book value at December 31, 2023 and net earnings for the year ended December 31, 2023, as if the Merger were completed on such date.

	Beneficial Ownership of HireRight Prior to the Merger(1)			Beneficial Ownership of HireRight After the Merger
($ in thousands)	% Ownership	Net Book Value at December 31, 2023(2)	Net Income for the Year Ended December 31, 2023(3)	% Ownership	Net Book Value at December 31, 2023(2)	Net Income for the Year Ended December 31, 2023(3)
Parent	—	$—	$—	100%	$468,763	$(11,560)
General Atlantic Stockholders	47.7%	$223,600	$(5,514)	63.5%	$297,665	$(7,341)
Stone Point Stockholders	27.4%	$128,441	$(3,167)	36.5%	$171,098	$(4,219)

(1)
Based on 67,351,207 shares of Company Common Stock outstanding as of December 31, 2023.

(2)
Based on total stockholders’ equity of $468.8 million as of December 31, 2023.

(3)
Based on net loss attributable to HireRight of $11.6 million for the year ended December 31, 2023.

In addition, the Purchaser Filing Parties will benefit from the savings associated with HireRight no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Company Common Stock following the Merger and the risk that HireRight will decrease in value following the Merger.

Certain Effects on HireRight If the Merger Is Not Completed

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

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

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

Certain Unaudited Prospective Financial Information

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

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

Thereafter, in January 2024, in connection with the Special Committee’s consideration of HireRight’s standalone prospects and potential strategic transactions available to HireRight, including the Merger, the Special Committee instructed HireRight’s management to prepare the Revised Projections, a revised set of projections that were based on certain adjustments determined by the Special Committee to the Preliminary Projections.

In addition, in December 2023, at the direction of the Special Committee, HireRight’s management provided Centerview, as financial advisor to the Special Committee, with (i) the 2021 Forecast prepared in September 2021 by HireRight’s management for purposes of the IPO and (ii) the 2023 Model that had been prepared by management in April 2023. The Special Committee used the 2021 Forecast in connection with its evaluation of the Preliminary Projections. The 2021 Forecast, the 2023 Model, the Preliminary Projections and the Revised Projections are referred to herein as the “Projections.” Copies of the Projections are attached to this proxy statement as Annex E and are incorporated by reference herein. See “—Background of the Merger” above for additional information.

In addition, Centerview, as financial advisor to the Special Committee and at the Special Committee’s request, prepared a summary table comparing the 2021 Forecast for 2022, 2023 and 2024 against the Preliminary Projections for 2023 and 2024 and HireRight’s actual results of operations for the fiscal year ended December 31, 2022 (the “Comparison Table”), which Comparison Table was reviewed by the Special Committee together with representatives of Centerview on January 11, 2024 in connection with the Special Committee’s evaluation of the Preliminary Projections, and used by the Special Committee, in part, in its determination (a) that it was uncertain about the achievability of the financial results in the Preliminary Projections after considering the significant reductions in the Preliminary Projections for 2023 and 2024 compared to the 2021 Forecast for those years and (b) as a result, to request that HireRight’s management prepare the Revised Projections reflecting assumptions that were, in the view of the Special Committee, more operationally achievable in light of HireRight’s historical performance. A copy of the Comparison Table is attached to this proxy statement as Annex E and is incorporated by reference herein. See “—Background of the Merger” above for additional information.

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

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

The Projections included in this proxy statement have been prepared by, and are the responsibility of, HireRight’s management (and, in the case of the Revised Projections, HireRight's management and, to the extent of the revised assumptions requested by the Special Committee reflected in the Revised Projections, also the responsibility of the Special Committee). PricewaterhouseCoopers LLP has not audited, reviewed, examined,

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compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to HireRight’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

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

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

2021 Forecast

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

• A revenue growth rate of approximately 9.1% in 2022, which is subsequently decreased to 7.0% for the years 2023 through 2024.

• Growth rates for service revenue from fees charged to customers (“Service Revenues”) of approximately 9.1% in 2022, which is subsequently decreased to approximately 7.0% for the years 2023 and 2024.

• Growth rates for surcharge revenue from fees charged to customers from the acquisition of data from federal, state and local jurisdictions and certain services from commercial data providers required to fulfill HireRight’s performance obligations (“Surcharge Revenues”) of approximately 9.1% in 2022, which is subsequently decreased to approximately 7.0% for the years 2023 and 2024.

• Adjusted gross profit margins ranging from 46.1% in 2022 to 49.5% in 2024.

• Adjusted EBITDA margins ranging from 23.5% in 2022 to 28.7% in 2024.

2023 Model

The 2023 Model was prepared by HireRight’s management in April 2023, and, at the direction of the Special Committee, provided to Centerview, as financial advisor to the Special Committee, in connection with the Special Committee’s evaluation of the Preliminary Projections. The 2023 Model had not been previously shared with, or approved by, the HireRight Board.

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Preliminary Projections

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

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

• A revenue growth rate of approximately 8.6% in 2024, with the key growth drivers including increased levels of base hiring volumes and continued growth in new customer acquisition, which is decreased to approximately 6.9% in 2025 and thereafter decreased to a constant growth rate of 6.0% for years 2026 through 2030. This revenue growth was based, in part, on HireRight’s management’s projection that between 2023 (when HireRight began to recognize revenue from a significant new customer) and 2030, it would add more new customer dollars for every year going forward than it had historically.

• Growth rates for Service Revenues ranging from approximately 5.7% in 2024 to approximately 6.9% in 2025, to approximately 6.0% in 2030.

• Growth rates for Surcharge Revenues ranging from approximately 16% in 2024 to 6.0% in 2030.

• Adjusted gross profit margins ranging from approximately 47.6% in 2024 to approximately 51.7% in 2030.

• Adjusted EBITDA margins ranging from approximately 25.5% in 2024 to approximately 31.6% in 2030.

• The benefits of certain restructuring initiatives.

• The benefits of certain technological innovations that were not yet tested or of uncertain implementation.

Revised Projections

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

• A revenue growth rate of approximately 8.8% in 2024 and thereafter ranging from approximately 6.0% in 2025 to approximately 3.0% in 2030.

• Growth rates for Service Revenues ranging from approximately 5.8% in 2024 to approximately 6.7% in 2025, approximately 6.5% in 2026 and approximately 3.0% in 2030.

• Growth rates for Surcharge Revenues ranging from approximately 16.1% in 2024 to approximately 3.0% in 2030.

• An adjusted gross profit margin of 47.6% in 2024, and thereafter ranging from approximately 48.4% in 2025 to approximately 49.7% in 2030.

• Adjusted EBITDA margins ranging from approximately 25.5% in 2024 to approximately 28.3% in 2030.

Additional Information Regarding the Projections

The inclusion and incorporation by reference of the Projections in this proxy statement are not a guarantee of performance and should not be regarded as an indication that HireRight or any of its affiliates, advisors, officers, directors or representatives (including the Special Committee and Centerview) considered or considers the Projections to be necessarily predictive of actual future performance or events, or that it should be construed

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

The Projections include certain non-GAAP financial measures. Financial measures such as adjusted EBITDA and adjusted gross profit are non-GAAP financial measures. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by HireRight may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, HireRight’s non-GAAP financial measures should be considered together with, and not as an alternative to, HireRight’s financial results prepared in accordance with GAAP. SEC rules requiring a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Special Committee, Centerview or the HireRight Board in connection with their respective evaluations of the Merger. Accordingly, HireRight has not provided a reconciliation of the non-GAAP financial measures included in the Projections to the relevant GAAP financial measures.

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

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

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

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Interests of Executive Officers and Directors of HireRight in the Merger

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

Treatment of Equity Compensation Awards

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

• Each Company Option granted under the 2018 Equity Plan, whether vested or unvested, will be converted into an option to purchase the same number of shares of common stock of the Surviving Corporation at the same per-share exercise price and subject to the same terms and conditions as the applicable Company Option (including vesting conditions);

• All of the Company Options granted under the 2021 Equity Plan held by our executive officers and directors have a per-share exercise price equal to or greater than the Merger Consideration, and such Company Options, whether vested or unvested, will be forfeited and cancelled for no consideration;

• With respect to Company RSUs, (i) any outstanding vested Company RSUs that have not yet settled as of the Effective Time (including any Company RSUs held by non-employee directors, which will become immediately vested on May 25, 2024) will be treated in the same manner as shares of Company Common Stock and (ii) any outstanding unvested Company RSUs (including each Company PRSU that on March 12, 2024 was converted to an unvested Company RSU based on the level of achievement of the applicable adjusted EBITDA performance conditions) will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions as the applicable Company RSU;

• Each outstanding Company PRSU in respect of HireRight’s total stockholder return will be forfeited and cancelled for no consideration; and

• Each other Company PRSU that is outstanding will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company PRSUs multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions (including performance conditions) as the Company PRSUs.

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

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

Treatment of the Company ESPP

Prior to the Effective Time, HireRight will take all actions necessary to (a) provide that no new individuals will be permitted to enroll in the Company ESPP on or following February 15, 2024; (b) make any adjustments that may be necessary or advisable to reflect that the offering period that is in effect on February 15, 2024 (the “Current Offering Period”) will be shortened if required but otherwise treat the Current Offering Period as a fully effective and completed offering period for all purposes pursuant to the Company ESPP; (c) not allow any increase in the amount of participants’ payroll deduction elections under the Company ESPP during the Current Offering Period from those in effect on February 15, 2024; (d) cause the exercise (as of no later than one Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant

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to the Company ESPP, but otherwise not issue any shares of Company Common Stock under the Company ESPP; (e) provide that no further offering period will commence pursuant to the Company ESPP on or after February 15, 2024; and (f) not extend the Current Offering Period. If purchase rights are exercised under the Company ESPP pursuant to the clause (d) as described above prior to the Closing Date, on such exercise date, HireRight will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), HireRight will terminate the Company ESPP and no further rights will be granted or exercised under the Company ESPP thereafter.

Equity Interests of HireRight’s Directors and Executive Officers

• The following table sets forth, as of May 7, 2024, for HireRight’s named executive officers and directors, and HireRight’s other executive officers as a group, (1) the number of shares of Company Common Stock subject to their Company RSUs (including each Company PRSU that on March 12, 2024 was converted to an unvested Company RSU based on the achievement of the applicable adjusted EBITDA performance conditions), (2) the number of shares of Company Common Stock subject to their Company PRSUs (other than that are subject to vesting based on HireRight’s total stockholder return, which will be forfeited at the Effective Time and accordingly have been excluded from the table below), and (3) the number of shares of Company Common Stock subject to their Company Options granted under the 2018 Equity Plan. All Company Options granted to HireRight’s executive officers under the 2021 Equity Plan have been excluded from the table below because they have an exercise price that is greater than the Merger Consideration and, therefore, will be cancelled for no consideration at the Effective Time.

	Company RSUs(1)(2)		Company PRSUs(3)		Company Options Granted under 2018 Equity Plan(4)
Name	Number of Shares (#)(1)(2)	Value ($)	Number of Shares (#)(3)	Value ($)	Number of Shares Subject to Option Awards (#)(4)	Value of Shares Subject to Option Awards ($)	Total ($)
Guy Abramo	724,548	10,397,264	—	—	1,429,206	—(5)	10,397,264
Thomas Spaeth	347,705	4,989,567	—	—	228,672	—(5)	4,989,567
Brian Copple	228,638	3,280,955	—	—	171,504	—(5)	3,280,955
Non-NEO Executive Officers(8)	461,935	6,628,767	176,553(3)	2,533,536(3)	290,480	—(6)	9,162,303
Venkat Bhamidipati	16,369	234,895	—	—			234,895
James Carey	16,369	234,895	—	—			234,895
Mark Dzialga	16,369	234,895	—	—			234,895
Josh Feldman	16,369	234,895	—	—			234,895
Rene Kern	16,369	234,895	—	—			234,895
Larry Kutscher	16,369	234,895	—	—			234,895
James LaPlaine	16,369	234,895	—	—			234,895
James Matthews	16,369	234,895	—	—			234,895
Jill Smart	16,369	234,895	—	—	53,858	—(5)	234,895
Lisa Troe	16,369	234,895	—	—	53,838	—(7)	234,895

(1)
Represents shares of Company Common Stock subject to the Company RSUs outstanding as of May 7, 2024. The values shown with respect to Company RSUs are determined as the product of the Merger Consideration multiplied by the total number of shares of Company Common Stock subject to the Company RSUs. On May 25, 2024, any unvested Company RSUs held by our non-employee directors will become immediately vested, and at the Effective Time, any unvested Company RSUs held by our executive officers and other employees will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions as the applicable Company RSU. For additional details regarding the treatment of Company RSUs, see the section of this proxy statement captioned “Special Factors—Certain Effects of the Merger—Treatment of Equity Compensation Awards and Company ESPP.”

(2)
On March 12, 2024, following a determination of the Company’s level of achievement with respect to the adjusted EBITDA

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performance conditions, the Company PRSUs that were subject to such performance conditions were converted into unvested Company RSUs pursuant to the terms of the applicable award agreements. These former Company PRSUs are included in this column as Company RSUs. Company PRSUs that are subject to vesting based on HireRight’s total stockholder return will be forfeited for no consideration upon the Effective Time and, therefore, have been excluded from this table. For additional details regarding the treatment of Company PRSUs, see the section of this proxy statement captioned “Special Factors—Certain Effects of the Merger—Treatment of Equity Compensation Awards and Company ESPP.”

(3)
On March 13, 2024, Mr. Spears received a grant of 176,553 Company PRSUs, which are subject to time- and performance-based vesting conditions. At the Effective Time, Mr. Spears’ Company PRSUs will be converted into the right to receive an amount (without interest) in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company PRSUs multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same vesting conditions (including performance conditions) as the Company PRSUs.

(4)
Represents shares subject to Company Options granted under the 2018 Equity Plan that will be subject to conversion pursuant to the terms of the Merger Agreement. All such Company Options held by our executive officers and directors have an exercise price greater than the Merger Consideration; therefore, their value is reflected as $0. For additional details regarding the treatment of Company Options, see the section of this proxy statement captioned “Special Factors—Certain Effects of the Merger—Treatment of Equity Compensation Awards and Company ESPP.”

(5)
The exercise price of these Company Options is $15.97 per share of Company Common Stock.

(6)
The exercise prices of these Company Options range from $15.97 per share of Company Common Stock to $18.05 per share of Company Common Stock.

(7)
The exercise price of these Company Options is $18.05 per share of Company Common Stock.

(8)
Includes Jeffrey Mullins, Laurie Blanton, Julie Romero, Mary O’Loughlin, Michael Ensor, James Daxner and Stephen Spears. Excludes Conal Thompson, HireRight’s former Chief Technology Officer and previously a named executive officer, who left the Company as of September 8, 2023 and holds no outstanding equity awards.

Severance Benefits

Pursuant to the terms of the Employment Agreement by and between HireRight and Mr. Abramo, dated as of October 28, 2021 (the “Abramo Agreement”), upon a termination of employment by the Company without “cause” or a resignation for “good reason” (each, as defined in the Abramo Agreement), Mr. Abramo is entitled to severance as described herein. Other than Mr. Abramo, all of our other executive officers (including Messrs. Spaeth and Copple, two of our named executive officers, but, at this time, not Messrs. Spears or Mullins, as described below) are participants in the HireRight Holdings Corporation U.S. Executive Severance Plan (the “Severance Plan”), which provides that, if the applicable executive officer experiences a termination of employment by the Company without “cause” or resigns for “good reason” (each, as defined in the applicable executive officer’s employment agreement or, if none, as defined in the Severance Plan), such executive officer is entitled to severance as described herein. For purposes of the Abramo Agreement and the Severance Plan, the Merger will constitute a change in control. Conal Thompson, HireRight’s former Chief Technology Officer, ceased to be an employee of HireRight as of September 8, 2023, and thus is not entitled to any severance in connection with the Merger.

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

• a lump-sum severance payment equal to two times the sum of Mr. Abramo’s (x) annual base salary as in effect on the date of his termination of employment and (y) target bonus;

• a lump-sum severance payment equal to a prorated portion of his target bonus opportunity for the year in which his employment terminates, based on the portion of the year employed;

• immediate full vesting of all time-based equity awards held as of the date of his termination of employment; and

• payment of COBRA premiums for continued coverage under the Company’s or its successor’s group health plans for 18 months following his termination of employment.

In addition, if Mr. Abramo’s employment is terminated by the Company without “cause” or he resigns for “good reason” during the three months prior to or 18 months following the Effective Time, any restrictive covenants relating to non-competition or non-solicitation end on the date of Mr. Abramo’s termination of employment, provided that Mr. Abramo will continue to be prohibited from engaging in either competitive or solicitation activities through the material use of any confidential information.

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Under the Severance Plan, if any of our executive officers (other than Messrs. Spears and Mullins, as described below) experiences a termination of employment by the Company without “cause” or resigns for “good reason” during the 91 days prior to or 18 months following the Effective Time, subject to his or her execution and non-revocation of a release of claims in favor of HireRight, the applicable executive officer is entitled to:

• a lump-sum severance payment equal to the sum of the applicable executive officer’s (x) annual base salary as in effect on the date of his or her termination of employment and (y) target bonus (for Mss. Blanton and O’Loughlin and Ms. Ensor, such amount will be multiplied by 0.75; for Mr. Daxner, only the target bonus component will be multiplied by 0.75, as described below);

• a lump-sum severance payment equal to a prorated portion of his or her target bonus opportunity for the year in which his or her employment terminates, based on the portion of the year employed;

• immediate full vesting of all time-based equity awards as of the date of his or her termination of employment;

• outplacement services for a period of no more than one year following the date of his or her termination of employment; and

• payment of COBRA premiums for continued coverage under the Company’s or its successor’s group health plans for 12 months (9 months for Mss. Blanton and O’Loughlin and Messrs. Daxner and Ensor) following his or her termination of employment.

Pursuant to his employment agreement, Mr. Daxner is eligible to receive a severance payment in an amount equal to his base salary payable over 12 months. While Mr. Daxner qualifies for compensation and benefits under the Severance Plan, with respect to his base salary component, he is entitled to an amount equal 12 months base salary rather than the 9 months provided for under the Severance Plan.

Under the Severance Plan, in order to be eligible to participate, the applicable executive officer must have been employed by the Company for a period of at least 180 days prior to the date of such termination of employment. Stephen Spears’ employment began on November 15, 2023 and Jeff Mullins’ employment began on February 5, 2024 (which, in each case, was less than 180 days before the assumed May 7, 2024 termination date). If, following 180 days of employment and during the 91 days prior to or 18 months following the Effective Time either Messrs. Spears or Mullins experiences a termination of employment by the Company without “cause” or resigns for “good reason”, subject to his execution and non-revocation of a release of claims in favor of HireRight, the applicable executive officer is entitled to:

• a lump-sum severance payment amount equal to the sum of the applicable executive officer’s (x) annual base salary as in effect on the date of his termination of employment and (y) target bonus;

• a lump-sum severance payment equal to a prorated portion of his target bonus opportunity for the year in which his employment terminates, based on the portion of the year employed;

• outplacement services for a period of no more than one year following the date of his termination of employment; and

• payment of COBRA premiums for continued coverage under the Company’s or its successor’s group health plans for 12 months following his termination of employment.

Because the Company PRSUs and Company RSUs for each of Messrs. Spears and Mullins, respectively, were approved after the date of the Merger Agreement, they will not accelerate upon a termination of employment by the Company without “cause” or resignation for “good reason” during the 91 days prior to or 18 months following the Merger absent a subsequent change in control.

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The table below sets forth (i) for our named executive officers, Messrs. Abramo, Spaeth and Copple, the anticipated severance received upon a termination of employment by the Company without “cause” or resignation for “good reason” during the three months (or, for Mr. Spaeth, 91 days) prior to or 18 months following a change in control and (ii) for all other executive officers, the anticipated aggregate severance received upon a termination of employment without “cause” or resignation for “good reason” during the 91 days prior to or 18 months following a change in control.

Name	Cash ($)(1)	COBRA Continuation ($)(2)	Equity ($)(3)	Total ($)
Guy Abramo President and Chief Executive Officer	3,134,868	18,020	10,397,264	13,550,147
Thomas Spaeth Chief Financial Officer	884,487	23,432	4,989,567‬	5,897,489
Brian Copple General Counsel and Corporate Secretary	727,124	17,626	3,280,948	4,025,699
All other executive officers as a group(4)	2,591,762	79,667	5,868,698	8,540,126

(1)
This amount represents the “double-trigger” cash severance payments for Mr. Abramo under the Abramo Agreement, and for our other executive officers (other than Messrs. Spears and Mullins) under the Severance Plan (as modified for Mr. Daxner as described above), assuming the prorated portion of each executive officer’s target bonus opportunity was based on a termination date of May 7, 2024. As noted in the section of the proxy statement entitled “Severance Benefits,” the cash severance payable under each severance arrangement becomes payable if the executive officer terminates employment in a qualifying termination within 91 days (or, for Mr. Abramo, three months) prior to or 18 months following the Effective Time.

(2)
The amounts set forth in the table above for each named executive officer and for our other executive officers (other than Messrs. Spears and Mullins) as a group represent the value of the employer-paid premiums for medical and dental benefits to which the executive officers may become entitled upon a qualifying termination.

(3)
The amounts set forth in the table above for each named executive officer and for our other executive officers (other than Messrs. Spears and Mullins) as a group represent the value of full vesting of all Company RSUs held by such executive officers, which are subject to time-based vesting conditions and thus will vest upon a termination of employment by the Company without “cause” or resignation for “good reason.” Company Options are excluded from such amounts because, as of the date hereof, all Company Options held by the executive officers have an exercise price greater than the Merger Consideration.

(4)
If Mr. Spears experiences a termination of employment without “cause” or resigns for “good reason” following the date of his eligibility to participate in the Severance Plan and within 91 days before or 18 months after the Effective Date, Mr. Spears will be eligible to receive (i) cash severance in the amount of $1,100,000, (ii) a pro-rated target bonus in the amount of $191,370 assuming the prorated portion of Mr. Spears’ target bonus opportunity was based on a termination date of May 7, 2024 and (iii) COBRA continuation coverage in the amount of $9,889. If Mr. Mullins experiences a termination of employment without “cause” or resigns for “good reason” following the date of his eligibility to participate in the Severance Plan and within 91 days before or 18 months after the Effective Date, Mr. Mullins will be eligible to receive (i) cash severance in the amount of $720,000, (ii) a pro-rated target bonus in the amount of $93,945, assuming the prorated portion of Mr. Mullins’ target bonus opportunity was based on a termination date of May 7, 2024 and (iii) COBRA continuation coverage in the amount of $26,057.

Continued Indemnification and Insurance Coverage

Each of our executive officers and directors is entitled to continued indemnification and insurance coverage from the Surviving Corporation under the terms of the Merger Agreement for a period of six (6) years following the Closing.

2024 Board of Directors Compensation

Pursuant to our Non-Employee Director Compensation Program (the “Director Compensation Program”), each of our non-employee directors is compensated for service on the HireRight Board through a combination of cash fees and Company RSUs granted pursuant to the 2021 Equity Plan. Pursuant to the Director Compensation Program, each non-employee director receives a grant of Company RSUs with a grant date value of $165,000 on the date of our Annual Meeting of Stockholders. The most recent Company RSU grant was made on the date of our 2023 Annual Meeting of Stockholders and will vest on May 25, 2024.

On May 16, 2024, in recognition of the fact that we do not expect to conduct a 2024 Annual Meeting of Stockholders in light of the Merger, the HireRight Board determined that the non-employee directors should receive a cash award in lieu of the annual non-employee director RSU award, effective as of May 25, 2024, which is the one-year anniversary of the 2023 Annual Meeting of the Stockholders (the “Substitute Cash Compensation”). The amount of the Substitute Cash Compensation will be equal to $165,000, prorated to reflect

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the number of days between May 25, 2024 and the earliest to occur of (i) the closing of the Merger, (ii) the cessation of the applicable non-employee director's service with the HireRight Board, (iii) reversion to Company RSU grants for service as a non-employee director and (iv) the implementation by the HireRight Board of some other compensation for service as a non-employee director to replace the Substitute Cash Compensation, in each case subject to the applicable non-employee director's continued service through such date. The Substitute Cash Compensation will be payable in arrears with any other cash compensation payable pursuant to the Director Compensation Program. The remainder of the Director Compensation Program, including the cash retainers provided thereunder, will remain in full force and effect through the closing of the Merger.

Special Committee Compensation

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating the proposed Merger, including negotiating the terms and conditions of the Merger Agreement, the Special Committee determined that each member of the Special Committee would receive as compensation an amount in cash of (i) for each member of the Special Committee (other than the chair), $8,333 per calendar month during which the Special Committee is in existence and (ii) for the chair of the Special Committee, $9,166 per calendar month during which the Special Committee is in existence, in each case commencing with and including the month of November 2023. The compensation was not, and is not, contingent upon the approval or the completion of the Merger or any other transaction. No other meeting fees or other compensation (other than reimbursement for reasonable out-of-pocket expenses incurred in connection with their service on the Special Committee) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Intent of the Directors and Executive Officers to Vote in Favor of the Merger

Our directors and executive officers have informed us that, as of the date of this proxy statement and to the extent that they own shares of Company Common Stock as of the Record Date, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Agreement Proposal and each of the other proposals listed in this proxy statement. As of the Record Date, our directors and executive officers directly owned, in the aggregate, 3,096,352 shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately 4.60% of the total voting power for shares of Company Common Stock entitled to vote at the Special Meeting.

Intent of the Purchaser Filing Parties to Vote in Favor of the Merger

As of February 14, 2024, the Sponsor Stockholders beneficially owned, in the aggregate, approximately 75% of the voting power of HireRight’s outstanding capital stock. On February 15, 2024, the Sponsor Stockholders entered into Support Agreements with Parent and HireRight, pursuant to which the Sponsor Stockholders have agreed, among other things, to vote their shares of Company Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any other action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, subject to and in accordance with the terms and conditions of the Support Agreements. Accordingly, the Support Agreements are expected to result in a majority of outstanding shares of Company Common Stock being voted in favor of the proposal to approve and adopt the Merger Agreement, with the result that such proposal will be adopted. In addition, pursuant to the Support Agreements and subject to the terms and conditions described in the section of this proxy statement captioned “—Financing of the Merger”, among other things, the Sponsor Stockholders will contribute all of their holdings of Company Common Stock 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 Effective Time and the Sponsor Stockholders will indirectly own 100% of Parent through such direct or indirect parent company thereof. As a result of the Merger, the shares of Company Common Stock contributed to such direct or indirect parent company of Parent by the Sponsor Stockholders will be cancelled and extinguished without any conversion thereof or consideration paid therefor. All obligations of the Purchaser Filing Parties under the Support Agreements terminate automatically upon a termination of the Merger Agreement in accordance with its terms. Copies of the General Atlantic Support Agreement and the Stone Point Support Agreement are attached as Annex B and Annex C to this proxy statement, respectively, and are incorporated by reference in this proxy statement in their entirety. See “Special Factors—Support Agreements.”

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Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger to U.S. Holders and Non-U.S. Holders (each, as defined below) of the shares of Company Common Stock. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a holder of the shares of Company Common Stock in light of their particular circumstances. This discussion is based on the Code, the Treasury regulations promulgated under the Code, judicial authority, published administrative positions of the IRS and other applicable authorities, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, nor does it address any aspects of the unearned income Medicare contribution tax. This discussion does not describe any tax consequences arising in connection with the Tax Receivable Agreement. In addition, this discussion only applies to the shares of Company Common Stock that are held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code and does not address tax consequences applicable to any holder of the shares of Company Common Stock that may be subject to special treatment under U.S. federal income tax law, including:

• a bank or other financial institution;

• a tax-exempt organization;

• a retirement plan or other tax-deferred account;

• an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity);

• an insurance company;

• a mutual fund;

• a regulated investment company or real estate investment trust;

• a dealer or broker in commodities, stocks, securities or in currencies;

• a dealer or trader in securities that elects mark-to-market treatment;

• a controlled foreign corporation;

• a passive foreign investment company;

• a stockholder that owns, or has owned, actually or constructively, more than 5% of the shares of Company Common Stock;

• a stockholder subject to the alternative minimum tax provisions of the Code;

• a stockholder that received the shares of Company Common Stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

• a person that has a functional currency other than the U.S. dollar;

• a person that is required to report income no later than when such income is reported in an “applicable financial statement”;

• a person that holds the shares of Company Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction;

• a stockholder that is not exchanging its shares of Company Common Stock for cash pursuant to the Merger;

• A person holding a direct or indirect interest in Parent or Merger Sub, the Sponsor Stockholders or a direct or indirect investor in the Sponsor Stockholders; and

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• U.S. expatriates or certain former U.S. citizens or long-term residents.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the shares of Company Common Stock, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partner and the partnership. Any such partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes), and any partners thereof, that hold the shares of Company Common Stock should consult their own tax advisors regarding the tax consequences of exchanging the shares of Company Common Stock pursuant to the Merger.

The following summary is for general informational purposes only and is not a substitute for careful tax planning and advice. Holders of shares of Company Common Stock are urged to consult their own tax advisor with respect to the specific tax consequences to them of the Merger in light of their own particular circumstances, including U.S. federal estate, gift and other non-income tax consequences, and tax consequences under state, local and non-U.S. tax laws.

U.S. Holders

The following is a summary of the material U.S. federal income tax consequences of the Merger that will apply to U.S. Holders. For purposes of this discussion, the term U.S. Holder refers to a beneficial owner of the shares of Company Common Stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has validly elected to be treated as a “United States person” under applicable Treasury regulations.

Exchange of the Shares of Company Common Stock for Cash Pursuant to the Merger Agreement. The exchange of the shares of Company Common Stock by a U.S. Holder for cash in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will generally recognize gain or loss equal to the difference, if any, between the amount of cash received in the Merger and the holder’s adjusted tax basis in the shares of Company Common Stock exchanged therefor. Gain or loss will generally be determined separately for each block of shares of Company Common Stock (generally, shares of Company Common Stock acquired at the same cost in a single transaction) held by such U.S. Holder. Such gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the shares of Company Common Stock is more than one (1) year at the time of the exchange. Long-term capital gains recognized by a non-corporate U.S. Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of Company Common Stock that is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States);

• the Non-U.S. Holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year of the disposition of shares of Company Common Stock pursuant to the Merger, and certain other requirements are met; or

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• we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five (5) year period ending on the date of the Merger or the period that the Non-U.S. Holder held the shares of Company Common Stock and, in the case where the shares of Company Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of the shares of Company Common Stock at any time within the shorter of the five (5) year period preceding the Merger or such Non-U.S. Holder’s holding period for the shares of Company Common Stock. There can be no assurance that shares of Company Common Stock will be treated as regularly traded on an established securities market for this purpose.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at generally applicable U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. Holder. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30%, or lower rate specified in an applicable income tax treaty, on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by U.S.-source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Gain described in the third bullet point above generally will be subject to U.S. federal income tax on a net income basis at generally applicable U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. Holder. In addition, in such case U.S. federal income tax may be required to be withheld at a rate of 15% of the amount realized upon such disposition. We will be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We believe that we are not, and do not anticipate becoming, a “U.S. real property holding corporation.” Non-U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them if we are or have been a “United States real property holding corporation.”

Information Reporting and Backup Withholding Tax

Proceeds from the exchange of the shares of Company Common Stock pursuant to the Merger generally will be subject to information reporting. In addition, backup withholding tax at the applicable rate (currently 24%) generally will apply unless (i) the applicable U.S. Holder provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed IRS Form W-9) or otherwise establishes an exemption from backup withholding tax, or (ii) the applicable Non-U.S. Holder provides the required certification as to their non-U.S. status, generally by providing a properly completed and signed IRS Form W-8BEN, W-8BEN-E or IRS Form W-8ECI, or otherwise establishes an exemption from withholding tax. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a U.S. Holder or Non-U.S. Holder will be allowed as a credit against that holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that, the required information is timely furnished to the IRS. Each U.S. Holder and Non-U.S. Holder should duly complete, sign and deliver to the exchange agent an appropriate IRS Form W-9 or applicable IRS Form W-8 to provide the information and certification necessary to avoid backup withholding tax, unless an exemption applies and is established in a manner satisfactory to the exchange agent. Copies of information returns that are filed with the IRS may be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which a Non-U.S. Holder resides or is established.

Financing of the Merger

The Company and the Purchaser Filing Parties estimate that the total amount of funds necessary to complete the Merger is approximately $276,000,000 as of the date of this proxy statement, assuming no exercise of dissenters’ rights by holders of the Company Common Stock. In calculating this amount, the Company and the Purchaser Filing Parties did not consider the value of the Excluded Shares, which will be cancelled for no

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consideration pursuant to the Merger Agreement. This amount includes the cash to be paid to the Unaffiliated Stockholders and holders of vested Company RSUs, Company PRSUs and Company Options, as well as the related costs and expenses, in connection with the Merger.

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, Parent entered into the Debt Commitment Letter, pursuant to which, among other things, the Debt Financing Sources have provided Parent with a term loan commitment in an aggregate principal amount of $250,000,000, which may be increased or reduced in accordance with the terms set forth in the Debt Commitment Letter (the “Debt Financing”). The Debt Financing will be available to Parent, together with available cash on hand of HireRight and its subsidiaries, to fund the aggregate Merger Consideration (which does not include payments with respect to any Sponsor Shares) and to pay other amounts specified in the Merger Agreement to be paid by Parent and Merger Sub in connection with the consummation of the Merger. The Debt Financing is sufficient to pay for a portion of the aggregate Merger Consideration and certain other amounts required pursuant to the Merger Agreement. Parent expects that it will fund the remaining portion of the aggregate Merger Consideration and such other amounts with available cash on hand of HireRight and its subsidiaries.

The initial borrowings under the Debt Financing are subject to the satisfaction (or waiver by the Debt Financing Sources) of a number of limited conditions, including (i) the execution and delivery of executed definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates (including a customary solvency certificate), (ii) the Merger shall have been consummated prior to or substantially concurrently with the initial borrowing under the Debt Financing in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments or express consents or waivers that are materially adverse to the interests of the Initial Incremental Lenders (as defined in the Debt Commitment Letter) (in their capacity as such) which have not been consented to by the Lead Arrangers (as defined in the Debt Commitment Letter) (such consent not to be unreasonably withheld, conditioned or delayed), (iii) from February 15, 2024, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iv) delivery of certain historical and future financial statements of HireRight and its subsidiaries within the time periods specified in the Debt Commitment Letter, (v) payment of required fees and expenses and (vi) the making and accuracy in all material respects of the specified representations set forth in the Debt Commitment Letter and certain representations and warranties in the Merger Agreement.

The commitments and agreements of the Debt Financing Sources under the Debt Commitment Letter will terminate on the earliest to occur of (i) after execution of the Merger Agreement and prior to the consummation of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement by Parent in accordance with its terms, (ii) 11:59 p.m., New York City time, on the fifth (5^th) business day after the Termination Date (as such date may be extended pursuant to the Merger Agreement) and (iii) the consummation of the Merger without use of the Debt Financing.

Limited Guarantees

Subject to the terms and conditions set forth in the Limited Guarantees, the Guarantors have guaranteed the due and punctual payment to HireRight and Parent of such Guarantor’s pro rata percentage of (i) the Parent Termination Fee payable by Parent under certain circumstances, (ii) up to $2,000,000 of enforcement costs, if and when due and payable by Parent and (iii) certain indemnification and reimbursement obligations that may be owed by Parent, in each case subject to the terms and conditions set forth in the Merger Agreement and the Limited Guarantees provided by the Guarantors to HireRight (collectively, the “Guarantee Obligations”). The Guarantors’ obligations under the Limited Guarantees are subject to a maximum aggregate cap of $67,000,000 (the “Aggregate Cap”), and each Guarantor’s maximum obligation under the Limited Guarantees is limited to its pro rata share of the Aggregate Cap.

The Limited Guarantees will terminate and no Guarantor will have any further obligations under the Limited Guarantees as of the earliest of: (a) the consummation of the Closing, (b) the date of any valid termination of the Merger Agreement under circumstances in which Parent would not be obligated to pay the Parent Termination Fee, (c) the date that is seventy-five (75) days following any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to pay the Parent Termination Fee if, by such date, HireRight has not made a claim in writing for payment of any obligation to Parent or each Guarantor, in which case it shall not terminate until the date that such claim is finally settled, satisfied or

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otherwise resolved in a final determination in accordance with the respective Limited Guarantee, (d) other than any Permitted Claim (as defined in the Limited Guarantees), the commencement by HireRight (at the direction of the Special Committee) of any lawsuit asserting a claim under or based upon the Merger Agreement or the respective Limited Guarantee and (e) the payment and satisfaction of the Guarantee Obligations.

The Permitted Claims (as defined in the Limited Guarantees) are the sole and exclusive remedy of HireRight and all of its affiliates against any Guarantors, in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Limited Guarantees, the Support Agreements and/or the confidentiality obligations set forth in the Stockholders Agreement, or the transactions contemplated therein.

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by HireRight in connection with the Merger is as follows:

Description	Amount
Financial advisory fees and expenses	$10,600,000.00
Legal fees and expenses	$3,377,000.00
Accounting and tax advisory fees	$1,425,000.00
SEC filing fees	$41,315.98
Printing, proxy solicitation and mailing costs	$218,500.00
Miscellaneous	$880,000.00
Total	$16,541,815.98

It is also expected that the Merger Sub and/or Parent will incur approximately $18.9 million of legal, financial, accounting and other advisory fees and financing fees.

Accounting Treatment

The Buyer Parties anticipate that Parent may be considered the acquirer for accounting purposes. If so, Parent will use the acquisition method of accounting to allocate the purchase consideration to HireRight assets acquired and liabilities assumed, which will be recorded at fair value.

Regulatory Approvals

Under the Merger Agreement, the Buyer Parties and HireRight agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, do, or cause to be done, all things and assist and cooperate with the other parties in doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate, the Merger, including: (i) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities and (ii) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the Merger. The parties filed their notification and report forms under the HSR Act on March 1, 2024. The waiting period with respect to the notification and report forms expired at 11:59 p.m. Eastern Time on April 1, 2024.

Litigation Relating to the Merger

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger and the outcome of any future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to HireRight, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no applicable law or order issued by a governmental authority or other legal restraint which is then in effect that renders illegal or enjoins the consummation of the Merger whether on a preliminary or permanent basis. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders (and certain beneficial owners of Company Common Stock) who continuously hold (or beneficially own, as the case may be) shares of Company Common Stock from the date of the making of the demand through the effective date of the Merger, who do not

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vote such shares of Company Common Stock in favor of the adoption of the Merger Agreement and who properly demand appraisal of such shares of Company Common Stock and do not effectively withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of such shares of Company Common Stock in connection with the Merger under Section 262 of the DGCL. This means that holders (and beneficial owners) of shares of Company Common Stock who perfect their appraisal rights, who do not thereafter effectively withdraw their demand for appraisal or otherwise lose their rights to seek appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL will be entitled to have such shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive, in lieu of the Merger Consideration, payment in cash of the “fair value” of such shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Special Meeting—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder and beneficial owner entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders and beneficial owners who wish to seek appraisal of their shares of Company Common Stock are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their shares of Company Common Stock 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 of Company Common Stock.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to HireRight before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy with respect to, or otherwise vote, the shares of Company Common Stock for which you seek appraisal in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold such shares of Company Common Stock of record (or own beneficially, as the case may be) on and from the date of the making of the demand through the effective date of the Merger; and (iv) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect to the shares of Company Common Stock in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Special Meeting—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex F to this proxy statement and incorporated by reference in this proxy statement in its entirety. For more information, please see the section of this proxy statement captioned “The Special Meeting―Appraisal Rights.”

Support Agreements

Concurrently with the execution and delivery of the Merger Agreement, the Sponsor Stockholders, who together hold approximately 75% of the voting power of HireRight’s outstanding capital stock, entered into Support Agreements with Parent and HireRight.

Under the Support Agreements, the Sponsor Stockholders have agreed to take certain actions required by HireRight upon the terms and subject to the conditions and limitations set forth therein, including to (i) vote all shares of Company Common Stock beneficially owned by the Sponsor Stockholders in favor of the Merger and the Merger Agreement; (ii) not exercise dissenters’ rights, appraisal rights or vote in favor of an alternative proposal or vote in favor of any other action that would reasonably be expected to prevent, interfere with, adversely affect or delay the Merger; and (iii) not enter into any contract, option, agreement, understanding or other arrangement with respect to the transfer of, any shares of HireRight held by the Sponsor Stockholders, other than as provided under certain customary exceptions. The Sponsor Stockholders’ obligations under the Support Agreements will terminate automatically upon the termination of the Merger Agreement in accordance with its terms.

Pursuant to the Support Agreements, among other things, immediately prior to the Effective Time, the Sponsor Stockholders will contribute to a direct or indirect parent company of Parent all of their holdings of

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Company Common Stock in exchange for equity interests in such direct or indirect parent company of Parent. As a result of the Merger, the shares of Company Common Stock contributed to such direct or indirect parent company of Parent will be cancelled and extinguished without any conversion thereof or consideration paid therefor.

Additionally, pursuant to the General Atlantic Support Agreement, GA HRG Collections, in its capacity as the TRA Party Representative (as such term is defined in the Tax Receivable Agreement), waived acceleration of HireRight’s obligations under the Tax Receivable Agreement, if any, arising from any “Change of Control” (as such term is defined in the Tax Receivable Agreement) occurring solely by virtue of the consummation of transactions contemplated in the Merger Agreement. For the avoidance of doubt, except to the extent expressly waived in the General Atlantic Support Agreement, all rights and obligations under the Tax Receivable Agreement shall remain in full force and effect.

The foregoing description of the Support Agreements is a summary of the material terms and conditions of those documents and is qualified by reference to the complete text of the Support Agreements. A copy of the General Atlantic Support Agreement is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. A copy of the Stone Point Support Agreement is attached as Annex C to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Effective Time of the Merger

Subject to the terms and conditions set forth in the Merger Agreement, the Closing of the Merger will take place on the date which is three (3) Business Days after the date on which all conditions to the Closing (see “The Merger Agreement―Conditions to the Closing of the Merger”) have been satisfied or waived (if such waiver is permissible under the Merger Agreement or applicable law) (other than any such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).

The Merger will become effective, at the Effective Time, upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as may be agreed in writing by Parent, Merger Sub and HireRight and specified in the Certificate of Merger in accordance with the DGCL. HireRight, however, cannot assure that the Effective Time will occur by any particular date, if at all.

Exchange and Payment Procedures

Prior to the Closing, Parent will designate a bank or trust company reasonably acceptable to HireRight to act as the paying agent for the Merger (the “Payment Agent”) and to make payments of the Merger Consideration to HireRight stockholders. At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Payment Agent an amount of cash sufficient to pay the aggregate Merger Consideration.

Promptly following the Closing (and in any event within three business days), the Payment Agent will send to each holder of record of shares of Company Common Stock as of immediately prior to the Effective Time (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “Certificates”) will pass, only upon delivery of the Certificates to the Payment Agent) and (B) instructions for use in effecting the surrender of the shares of Company Common Stock represented by the Certificates and book-entry shares, as applicable, in exchange for the Merger Consideration.

If any cash deposited with the Payment Agent is not claimed within one year following the Closing Date, such cash will be returned to Parent, upon demand, and any holders of shares of Company Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent as general creditor for payment of the Merger Consideration (subject to applicable law). Any cash deposited with the Payment Agent that remains unclaimed two years following the Closing Date will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

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THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This is a summary of the material terms and conditions of the Merger Agreement only. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement is a summary of the material terms and conditions of that document and is qualified by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide HireRight stockholders with information regarding its terms. It is not intended to provide any other factual information about HireRight, Parent, Merger Sub, the Sponsor Stockholders or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to HireRight’s stockholders. HireRight’s stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after February 15, 2024, which subsequent information may or may not be reflected in HireRight’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding HireRight and its business. Please see the section of this proxy statement captioned “Where You Can Find More Information.”

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and the applicable provisions of the DGCL, at the Effective Time, Merger Sub will be merged with and into HireRight, whereupon the separate corporate existence of Merger Sub will thereupon cease, and HireRight will continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent, and Company Common Stock will no longer be publicly traded. In addition, the Company Common Stock will be delisted from NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and HireRight will no longer file periodic reports with the SEC on account of Company Common Stock. If the Merger is consummated, 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, and the acceptance for record of such filing by, the Secretary of State of the State of Delaware (or at such later time as HireRight, Parent and Merger Sub may agree and specify in the certificate of merger).

Closing and Effective Time

The Closing will take place no later than the third business day following the satisfaction or waiver (to the extent permitted under the Merger Agreement) of all conditions to the Closing (described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted in the Merger Agreement) of such conditions) or such other time agreed to in writing by Parent and HireRight. On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing and acceptance for record of the certificate of merger, or such later time as may be agreed by the parties and specified in the certificate of merger.

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Directors and Officers; Certificate of Incorporation; Bylaws

From and after the Effective Time, HireRight, as the Surviving Corporation in the Merger, will possess all properties, rights, privileges, powers and franchises of HireRight and Merger Sub, and all of the debts, liabilities and duties of HireRight and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and the officers of HireRight as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the certificate of incorporation of HireRight as the Surviving Corporation will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation of the Surviving Corporation and such bylaws.

Merger Consideration

Company Common Stock

At the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time (other than the Owned Company Shares and the Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $14.35 per share of Company Common Stock, without interest thereon (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the Merger Agreement). This amount constitutes a premium of approximately 47% over the volume weighted average share price of the Company Common Stock for the 30-day period preceding November 17, 2023, the day that the Sponsor Stockholders publicly disclosed that they had agreed to work together to potentially submit a preliminary non-binding proposal to the HireRight Board related to a potential strategic transaction.

At the Effective Time, each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor. The Sponsor Shares are not entitled to receive the Merger Consideration and will, immediately prior to the Closing, be contributed, directly or indirectly, to Parent (or any direct or indirect parent company thereof) pursuant to the terms of the applicable Support Agreement and will be treated as Owned Company Shares.

After the Merger is completed, HireRight stockholders and beneficial owners will have the right to receive the Merger Consideration, but HireRight stockholders and beneficial owners will no longer have any rights as a stockholder or beneficial owners, as applicable, of HireRight (except that HireRight stockholders and beneficial owners who properly exercise their appraisal rights may have the right to receive payment, in lieu of the Merger Consideration, for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “Appraisal Rights.”

Equity Awards; ESPP

HireRight equity compensation awards will be treated as follows:

Company Options

• each outstanding Company Option granted under the 2018 Equity Plan, whether vested or unvested, will be converted into an option to purchase the same number of shares of common stock of the Surviving Corporation at the same per-share exercise price and subject to the same terms and conditions as the applicable Company Option (including vesting conditions);

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