PowerSchool Announces Pricing of Secondary Offering of Class A Common Stock by Selling Stockholders

PowerSchool Holdings, Inc. (NYSE: PWSC) (“PowerSchool”), the leading provider of cloud-based software for K-12 education in North America, today announced the pricing of an underwritten offering of 8,700,000 shares of its Class A common stock by certain selling stockholders associated with Onex Partners Manager LP and Vista Equity Partners as well as Hardeep Gulati (the “Selling Stockholders”), respectively, at a price to the public of $21.00 per share. Mr. Gulati sold 63,727 shares of our Class A common stock in the offering. The offering is expected to close on March 3, 2023, subject to the satisfaction of customary closing conditions. The underwriters will have a 30-day option to purchase up to an additional 1,305,000 shares of PowerSchool’s Class A common stock from the Selling Stockholders.

PowerSchool will not receive any proceeds from the sale of shares by the Selling Stockholders but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as joint book-running managers and representatives of the underwriters for the offering.

A shelf registration statement on Form S-3 relating to these securities has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. A copy of the prospectus supplement relating to the offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement relating to the offering may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: [phone], facsimile: 212-902-9316 or by emailing [e-mail]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: [phone] or by emailing [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PowerSchool

PowerSchool is the leading provider of cloud-based software for K-12 education in North America. Its mission is to power the education ecosystem with unified technology that helps educators and students realize their full potential, in their way. PowerSchool connects students, teachers, administrators, and parents, with the shared goal of improving student outcomes. From the office to the classroom to the home, it helps schools and districts efficiently manage state reporting and related compliance, special education, finance, human resources, talent, registration, attendance, funding, learning, instruction, grading, assessments, and analytics in one unified platform. PowerSchool supports over 50 million students globally and more than 15,000 customers, including over 90 of the top 100 districts by student enrollment in the United States, and sells solutions in over 90 countries.