ABeeC 2.0, LLC → 23andMe Holding Co.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On February 20, 2025, New Mountain Capital L.L.C. ("New Mountain") and Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which New Mountain and Ms. Wojcicki indicated that they would be willing to enter into a transaction to acquire all of the Issuer's outstanding shares of common stock not owned by Ms. Wojcicki or her affiliates or any other stockholders she and New Mountain invite to "roll-over" their current equity shares for cash consideration of $2.53 per share of Class A Common Stock or Class B Common Stock (on an as-converted basis) (the "February 20 Proposal"). The February 20 Proposal indicated that the potential transaction would be fully financed by New Mountain and Ms. Wojcicki and that New Mountain and Ms. Wojcicki would be willing to provide financing for the Issuer's operations through the closing of the potential transaction, as necessary. The February 20 Proposal also indicated that the potential transaction, and any other corporate acts related to the potential transaction, are conditioned upon the approval of (1) the Special Committee and (2) the majority of the shares of the Issuer that are not beneficially owned by Ms. Wojcicki, her affiliates or stockholders she and New Mountain invite to "roll-over" their current equity shares. The February 20 Proposal indicated that the potential transaction would not be subject to any financing contingency. The foregoing is a summary of the February 20 Proposal and is qualified in its entirety by reference to the full text of the February 20 Proposal, a copy of which is attached hereto as Exhibit 2 and incorporated by reference herein. The February 20 Proposal may result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, including without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock of the Issuer and other material changes to the Issuer's business or corporate structure. There can be no assurance that the foregoing, or anything related to the February 20 Proposal, will result in any definitive agreement, transaction or any other strategic alternative and or whether or when any of the foregoing may happen. Notwithstanding anything contained herein, the Reporting Persons and New Mountain reserve the right to modify or withdraw the February 20 Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. The Reporting Persons do not intend to update additional disclosures regarding the February 20 Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. The Reporting Persons and New Mountain intend to engage in discussions with the Special Committee regarding the terms of the February 20 Proposal. The Reporting Persons and New Mountain may change the terms of the February 20 Proposal, determine to accelerate or terminate discussions with the Special Committee with respect to the February 20 Proposal, withdraw the February 20 Proposal, take any action to facilitate or increase the likelihood of consummation of the February 20 Proposal, or change their intentions with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons, New Mountain and each of their affiliates will, directly or indirectly, continue to take and take such additional steps as they may deem appropriate to further the February 20 Proposal (or, solely in the case of the Reporting Persons and their affiliates, to otherwise support the Reporting Persons' investment in the Issuer) including, without limitation: (1) engaging in discussions with advisors and other relevant parties and (2) entering into agreements, arrangements and understandings in connection with the February 20 Proposal. Neither the February 20 Proposal nor this Amendment No. 9 is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer's securities.