Model N : Special Meeting Proxy Statement

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement or any other transaction described in the accompanying proxy statement, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 15, 2024 and, together with the enclosed form of proxy card, is first being mailed on or about May 15, 2024.

iii

your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record, and you attend the Company Stockholders' Meeting and vote online during the Company Stockholders' Meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares of our common stock in "street name," you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

By the Order of the Board of Directors,

Jason Blessing

Chief Executive Officer

Dated: May 15, 2024

v

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE COMPANY STOCKHOLDERS' MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED; (2) OVER THE INTERNET; OR (3) BY TELEPHONE. You may revoke your proxy or change your vote at any time before it is voted at the Company Stockholders' Meeting.

If you hold your shares of our common stock in "street name," you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a stockholder of record, voting online during the Company Stockholders' Meeting will revoke any proxy that you previously submitted.

If you hold your shares of our common stock through a bank, broker or other nominee, you must obtain a "legal proxy" in order to vote online at the Company Stockholders' Meeting.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Company Stockholders' Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Company Stockholders' Meeting and, if a quorum is present, will have the same effect as a vote "AGAINST" the Merger Proposal, but will have no effect on the Compensation Proposal and Adjournment Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents

incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Company Stockholders' Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

+1 (877) 750-0510 (toll free)

+1 (212) 750-5833 (banks and brokers)

vi

vii

viii

SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Mountain Merger Sub, Inc. with and into Model N, Inc., which we refer to as the "Merger," (which, together with each of the other transactions contemplated by the Merger Agreement, we refer to as the "Transactions") and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned "Where You Can Find More Information."

Except as otherwise specifically noted in this proxy statement, "Model N," "we," "us" or "our" and similar words refer to Model N, Inc., a Delaware corporation, including, in certain cases, our subsidiaries.

Throughout this proxy statement, we refer to Mountain Parent, LLC, a Delaware limited liability company, as "Parent," and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, as "Merger Sub."

In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated April 7, 2024, by and among Model N, Parent and Merger Sub, as it may be amended from time to time, as the "Merger Agreement." The Merger Agreement is attached as Annex A to this proxy statement. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Parties Involved in the Merger

Model N, Inc.

Model N is a leader in revenue optimization and compliance for pharmaceutical, medtech and high-tech

innovators. Our intelligent platform powers digital transformation with integrated technology, data, analytics, and expert services that deliver deep insight and control. Model N's integrated cloud solution is proven to automate pricing, incentive and contract decisions to scale business profitably and grow revenue. Model N is trusted across more than 120 countries by the world's leading pharmaceutical, medical technology, semiconductor, and high- tech companies, including Johnson & Johnson, AstraZeneca, Stryker, Seagate Technology, Broadcom, and Microchip Technology.

Model N's common stock is listed on the New York Stock Exchange (which we refer to as "NYSE") under the symbol "MODN."

For more information, please see the section of this proxy statement captioned "The Merger - Parties Involved in the Merger."

Mountain Parent, LLC

Parent was formed solely for the purpose of engaging in the Transactions. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the Transactions and arranging of the equity financing and any potential debt financing in connection with the Merger. Parent is an affiliate of Vista Equity Partners Fund (as defined below). Parent's address is c/o Vista Equity Partners Management, LLC, Four Embarcadero Center, 20th Floor, San Francisco, CA 94111, and its telephone number is (415) 765-6500. For more information, please see the section of this proxy statement captioned "The Merger - Parties Involved in the Merger."

1

Mountain Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the Transactions and arranging of the equity financing and any potential debt financing in connection with the Merger. Upon completion of the Merger, Merger Sub will cease to exist and Model N will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Merger Sub is an affiliate of Vista Equity Partners Fund. Merger Sub's address is c/o Vista Equity Partners Management, LLC, Four Embarcadero Center, 20th Floor, San Francisco, CA 94111, and its telephone number is (415) 765-6500. For more information, please see the section of this proxy statement captioned "The Merger - Parties Involved in the Merger."

Vista Equity Partners Fund VIII, L.P.

Parent and Merger Sub are each affiliated with Vista Equity Partners Fund VIII, L.P. (which we refer to as the "Vista Equity Partners Fund"). In connection with the Transactions, Vista Equity Partners Fund has committed to provide Parent, at or prior to the closing of the Merger (the "Closing") with an aggregate cash amount of up to $1,226,439,676, which will be available, together with available cash on hand of Model N and any third party financing obtained by Parent or its affiliates as of the Closing to fund the aggregate Merger Consideration (including payments in respect of Model N's outstanding equity-based awards payable in connection with the Closing of the Merger pursuant to the Merger Agreement) and to pay the fees, expenses and other amounts required to be paid in connection with the closing of the Merger by Model N, Parent and Merger Sub as described further in this proxy statement under the caption "The Merger-Financingof the Merger; Damages Commitment."

For more information, please see the section of this proxy statement captioned "The Merger - Parties Involved in the Merger."

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware (which we refer to as the "DGCL"), if the Merger is completed, Merger Sub will merge with and into Model N, whereupon the separate corporate existence of Merger Sub shall cease, and Model N will continue as the surviving corporation (which we refer to as the "Surviving Corporation") and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"), and Model N will no longer file periodic reports with the United States Securities and Exchange Commission (which we refer to as the "SEC") on account of Model N common stock. In addition, each outstanding share of our common stock (excluding shares held by

1. Parent, Merger Sub or Model N, or by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, immediately prior to the Effective Time (as defined below) and (2) stockholders who are entitled to demand and who properly and validly demand (and do not subsequently withdraw or fail to perfect) their statutory rights of appraisal in respect of such shares in compliance in all respects with Section 262 of the DGCL) will be automatically converted into the right to receive $30.00 in cash (which we refer to as the "Merger Consideration"), without interest and less any applicable withholding of taxes. We refer to the shares of our common stock described in clause (1) of the preceding sentence as "Cancelled Shares" and we refer to the shares of our common stock described in clause (2) of the preceding sentence as "Dissenting Shares." Following the Merger, you will not own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder, except that stockholders who properly demand, and do not subsequently withdraw, fail to perfect or lose, their appraisal rights under Section 262 of the DGCL (which we refer to as

2