Company Announcements

Urges the Board to Hire Qualified Advisors and Initiate Good Faith Negotiations with SAP Based on Reports of Renewed Acquisition Interest

Underscores Belief That a Sale Represents the Best Outcome for Stockholders in Light of BlackLine’s Inability to Realize Sustainable Value in the Public Market

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Oct. 30, 2025-- Engaged Capital, LLC (“Engaged”), an investment firm specializing in enhancing the value of small- and mid-cap North American companies, today issued the following letter to the Board of Directors of BlackLine, Inc. (NASDAQ: BL) (“BlackLine” or the “Company”), calling on the Company to capitalize on reportedly renewed acquisition interest from SAP SE and immediately launch a strategic alternatives process. The full text of the letter can be found below and downloaded here.

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October 30, 2025

BlackLine, Inc.
21300 Victory Boulevard, 12^th Floor
Woodland Hills, CA 91367
Attention: Board of Directors

Dear Members of the Board,

Engaged Capital, LLC (together with its affiliates, “Engaged,” “we” or “us”) is a significant stockholder of BlackLine, Inc. (“BlackLine” or the “Company”), and one of the Company’s largest active owners. We have been a stockholder of BlackLine numerous times over the last several years. While we typically prefer private dialogue, our experience has been that meaningful engagement with the Company has proven extremely challenging due to the Company’s general lack of responsiveness and insistence on making meetings difficult to schedule. We understand many other stockholders have experienced a similar lack of engagement. Nevertheless, we have continued as stockholders because we believe BlackLine is a very valuable and strategic asset which has persistently traded at a substantial discount to fair value.

In recent days, Bloomberg News, Reuters and other credible outlets reported that earlier this year SAP SE (“SAP”) made an offer to acquire BlackLine, going so far as to submit a formal offer letter. According to one article, “BlackLine wasn’t interested in a deal and rejected the advance.” We were not surprised to learn of strategic interest in BlackLine, as we believe there have been prior approaches made in the recent past from multiple potential acquirors. As a large stockholder, we were disappointed (but unfortunately not surprised) to learn that BlackLine’s Board of Directors (the “Board”) simply rejected SAP’s offer. This is especially concerning given the Company has failed to create any stockholder value in recent years and has dramatically underperformed relevant software indices over all relevant time periods.¹

Given the Company’s inability to generate sustainable value in the public markets, we believe the Board must act with a sense of urgency in accordance with its fiduciary duties and capitalize on the reportedly renewed interest from SAP. We call on the Board to immediately engage financial advisors and proactively run a strategic alternatives process to maximize value for stockholders. We are confident that if the Board surveyed other large stockholders, it would receive the same feedback. To the extent BlackLine’s fundamental performance may be improving in the near term, we expect the Company to be able to capture such value in a process involving sophisticated buyers, especially a large partner who is partially responsible for driving the impending improvements in BlackLine’s business.

We remind the members of the Board that their fiduciary duties are owed to all stockholders – not management or BlackLine’s founder. We remain steadfast in our conviction of the strategic value of the Company, and should the Board not pursue this path, we are prepared to hold the Board accountable at the upcoming annual meeting; a path we hope will prove unnecessary.

Sincerely,
Glenn W. Welling
Founder and Chief Investment Officer
Engaged Capital, LLC

About Engaged Capital

Engaged Capital, LLC (“Engaged Capital”) is an investment advisor with a private equity-like investing style in the U.S. public equity markets. Engaged Capital seeks to help build sustainable businesses that create long-term stockholder value by engaging with and bringing an owner’s perspective to the managements and boards of undervalued public companies and working with them to unlock the embedded value within their businesses. Engaged Capital focuses on delivering superior, long-term, risk-adjusted returns for its limited partners. Engaged Capital was established in 2012 and is based in Newport Beach, California. Learn more at www.engagedcapital.com.

Disclaimer

This information contained here is for informational purposes only and should not be construed as a solicitation or offer to buy or sell any security, financial instrument, or product. Nothing herein constitutes investment advice, recommendation, or endorsement of any specific investment strategy. All opinions expressed are subject to change without notice.

¹ FactSet as of 10/24/2025, one trading day prior to the most recent acquisition rumors.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251030435164/en/

Longacre Square Partners LLC
Greg Marose / Ashley Areopagita, 646-386-0091
engagedcapital@longacresquare.com

Source: Engaged Capital, LLC