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:

Sharecare, Inc.

(Name of the Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

2024 PROXY STATEMENT

AND

NOTICE OF 2024 ANNUAL

MEETING OF STOCKHOLDERS

June 13, 2024

10:00 a.m., Eastern Time

255 East Paces Ferry Road NE

Suite 700

Atlanta, GA 30305

April 29, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors of Sharecare, Inc., it is my pleasure to invite you to Sharecare’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually on June 13, 2024, at 10:00 a.m., Eastern Time.

In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/SHCR. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. Please see “Questions and Answers About the Proxy Materials and Annual Meeting” on page 55 of the Proxy Statement.

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how the Board operates and provides compensation and other information about the management team and Board.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How Do I Vote” on page 59 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

Thank you for your ongoing support of Sharecare.

Sincerely,

Jeff Arnold

Founder & Executive Chairman

255 East Paces Ferry Road NE

Suite 700

Atlanta, GA 30305

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

				RECOMMENDATION OF THE BOARD
				THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.

The Annual Meeting will be held in a virtual-only meeting format, conducted solely via live video webcast, with no physical in-person meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/SHCR. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials (the “Notice”). If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

Your vote is important. For instructions on voting, please refer to the Notice you received in the mail or the section entitled “How Do I Vote” on page 59 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

Jeff Arnold

Founder and Executive Chairman

April 29, 2024

2024 PROXY STATEMENT

We are providing this Proxy Statement (this “Proxy Statement”) in connection with the solicitation by the Board of Directors (the “Board”) of Sharecare, Inc., a Delaware corporation (referred to as “Sharecare,” the “Company,” “we,” “us” or “our”), of proxies to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any reconvened or rescheduled meeting following any adjournment or postponement. The Annual Meeting will be held on June 13, 2024 at 10:00 a.m., Eastern Time, in a virtual-only meeting format, conducted solely via live video webcast, with no physical in-person meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/SHCR.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important Notice Regarding the Availability of Proxy Materials for Our 2024 Annual Meeting of Stockholders to be Held on June 13, 2024: We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and this Proxy Statement (collectively, the “proxy materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by e-mail. This process allows us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the proxy materials. This Proxy Statement and our 2023 Annual Report are available at www.proxydocs.com/SHCR.

The Notice and the proxy materials are first being made available to stockholders on or about April 29, 2024.

TABLE OF CONTENTS

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PROPOSAL 1: ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of our Board and its committees. Pursuant to our Fourth Amended and Restated Certificate of Incorporation (our “Charter”) and our Second Amended and Restated Bylaws, as amended (our “Bylaws”), our Board consists of three classes of directors, with the number of directors serving in each class equaling, as nearly as possible, one-third of the total number of directors serving on the Board. As a newly public company, we believe a classified Board is in the best interest of Sharecare and our stockholders as we believe it promotes Board continuity and stability and encourages directors to focus on the long-term success of the Company. The directors within each class serve on the Board for staggered three-year terms.

Currently, our Board consists of eleven directors, with four directors in each of Class I and Class II and three directors in Class III. The three director classes are as follows:

Directors hold office until their successor is duly elected and qualified or until their earlier resignation, removal or death. Our directors may only be removed for cause by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, at a meeting called for that purpose.

Board Nominees for Election at the Annual Meeting

The terms of Messrs. Arnold, Chadwick and Ronanki, each a Class III director, expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, Messrs. Arnold, Chadwick and Ronanki have been nominated for re-election at the Annual Meeting. Messrs. Chadwick and Ronanki joined our Board as part of the Company’s 2021 de-SPAC transaction and were originally identified and recommended to serve as a director in connection with investments made by certain Sharecare investors when Sharecare remained a privately held company. Mr. Arnold was previously our Chief Executive Officer. If elected, Messrs. Arnold, Chadwick and Ronanki will hold office for a three-year term until the annual meeting of stockholders to be held in 2027. Each director nominee has indicated their willingness to serve as a director if elected.

The persons named on the accompanying proxy card, or their substitutes, will vote for the election of the three nominees listed hereafter, except to the extent authority to vote for one or all of the nominees is withheld. No proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other person or persons. If any of the nominees becomes unable or unwilling to serve, the persons named as proxies on the accompanying proxy card, or their substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their judgment.

Vote Required

The proxies being solicited will be voted for no more than three nominees at the Annual Meeting. Each director will be elected by a plurality of the votes cast at the Annual Meeting, which means the nominees receiving the highest number of “FOR” votes will be elected.

		RECOMMENDATION OF THE BOARD
		THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL NO. 1.

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NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

Director Nominees for Terms Expiring at the Annual Meeting

Mr. Arnold founded and served as chairman and Chief Executive Officer of Sharecare from its inception until December 2023 when he transitioned to his current role as Executive Chairman of the Board. Prior to founding Sharecare, Mr. Arnold was chairman and CEO of HowStuffWorks.com, until its sale to Discovery Communications in 2007, where he then served as chief digital strategy officer and chief architect of The Curiosity Project, until December 2011. Prior to that, in 1998, he founded and served as CEO of WebMD until 2000. Mr. Arnold has been widely recognized for his innovative contributions to media, healthcare, and technology throughout the years, including: EY naming him Entrepreneur Of The Year in the Southeast twice; being inducted into the American Academy of Achievement; being named a Global Leader of Tomorrow by the World Economic Forum; being presented with the Blumenthal Award by Johns Hopkins University; being inducted into the Honor Society of Nursing, Sigma Theta Tau International, as an honorary member; receiving the Phoenix Award by the State of Georgia; being inducted into the Technology Hall of Fame of Georgia; named a Health Care Hero by the Atlanta Business Chronicle; presented with a Groundbreaker Award by Atlanta Magazine; and honored by the Atlanta chapter of the IndUS Entrepreneurs with a Lifetime Achievement Award. Mr. Arnold is a graduate of the University of Georgia, where he majored in communications studies. He has been on numerous boards for public, private, and charitable organizations over the years and currently serves on the board of Five Star Travel, Inc. d/b/a Forbes Travel Guide (“Five Star”), is acting chairman of Five Star and is on the board of Endeavor Atlanta.

Director Qualifications

We believe Mr. Arnold is qualified to serve on our Board due to, among other things, his role as founder of Sharecare and former chief executive officer.

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Mr. Chadwick founded and has been a partner of Claritas Capital since its inception in 2001. Mr. Chadwick has over thirty years of experience in financial services, with over twenty five years of experience in venture capital and private equity. Mr. Chadwick represents Claritas Capital on the boards of directors of numerous privately held companies, including FOH & BOH, Five Star, Genomind, Esperta Health (formerly MyWoundDoctor), StudioNow, TwelveStone Health Partners and PeopleOne Health; and serves as an observer to the board of directors of Cogitativo and Renewvia Energy. During his tenure as a partner of Claritas Capital, Mr. Chadwick has overseen numerous investments, including Continuum 700 (sold to T-Mobile), Entrada (sold to NextGen), Empyrean Benefit Solutions (sold to Securian Financial), HCA Healthcare (IPO) and StudioNow (sold to AOL). Prior to founding Claritas Capital, Mr. Chadwick was a partner at Richland Ventures and a Vice President of the Energy Group at Chemical Bank. Mr. Chadwick also serves on the board of directors of W. S. Farish & Company, a private trust company. Mr. Chadwick earned an MBA from the Wharton School at the University of Pennsylvania and a B.A. from the University of Virginia.

On October 10, 2023, Claritas Capital and certain affiliated investment funds filed a Schedule 13D/A disclosing that Mr. Chadwick submitted a preliminary non-binding proposal (the “Proposal”) to the Board on behalf of Claritas Capital, related to the proposed acquisition, directly or indirectly, by the reporting persons of all of the shares of common stock of the Company not beneficially owned by the reporting persons. Please see “Strategic Review and Special Committee” below.

Director Qualifications

We believe Mr. Chadwick is qualified to serve on our Board due to, among other things, his extensive experience in healthcare, financings and capital structure and corporate governance.

RAJEEV RONANKI
				Director Since 2021   Age: 53   Class III   Independent   Compensation and Human Capital Committee		Key Skills:   •  Executive Leadership, Strategic Planning and Operations   •  Healthcare and Medicine   •  Technology, Digital Innovation and Cybersecurity

Mr. Ronanki is a technologist in the healthcare space and bestselling author, currently serving as CEO of Lyric, a healthcare technology company. Mr. Ronanki previously served as the Senior Vice President & Chief Digital Officer of Elevance Health from June 2018 until April 2023, where he led the execution of their Digital, Artificial Intelligence, Exponential Technology and Innovation portfolios. His experience spans over 20 years of innovation-driven industry and social change across healthcare and technology. Prior to joining Elevance Health, Mr. Ronanki was a Partner at Deloitte Consulting, LLC (“Deloitte”) from June 2008 to June 2018, where he established and led Deloitte’s Life Sciences and Healthcare Advanced Analytics, Artificial Intelligence and Innovation practices. Additionally, he was instrumental in shaping Deloitte’s blockchain and cryptocurrency solutions and authored pieces on various exponential technology topics. Mr. Ronanki also led Deloitte’s strategic partnerships across a wide range of innovation programs, such as doc.ai, Singularity University, Exponential Conference Series and MIT Media Labs, that seek to evangelize disruptive technologies like artificial intelligence, blockchain and precision medicine. Mr. Ronanki obtained a Bachelor’s Degree in Mechanical Engineering from Osmania University in India and a Master’s Degree in Computer Science from the University of Pennsylvania.

Director Qualifications

We believe Mr. Ronanki is qualified to serve on our Board due to, among other things, his extensive experience leading digital innovation in the healthcare space.

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Continuing Directors with Terms Expiring at the 2025 or 2026 Annual Meetings

Class I Directors

DR. SANDRO GALEA
				Director Since 2021   Age: 53   Class I   Independent   Compensation and Human Capital Committee   Nominating and Corporate Governance Committee (Chair)		Key Skills:   •  Human Capital Management   •  Healthcare and Medicine   •  Regulatory, Government & Compliance

Dr. Sandro Galea is a physician, epidemiologist and author and has served as the Robert A. Knox Professor, since January 2016, and Dean, since January 2015, at the Boston University School of Public Health. Dr. Galea previously held academic and leadership positions at Columbia University, the University of Michigan and the New York Academy of Medicine, including as the Gelman Professor and Chair of the Department of Epidemiology at the Columbia University Mailman School of Public Health. Dr. Galea has published over 900 scientific journal articles, 50 chapters and 18 books and his research has been cited over 70,000 times and featured extensively in current periodicals and newspapers. Dr. Galea has also been published widely in the lay press, including in The Wall Street Journal, Harvard Business Review, The Boston Globe and The New York Times, and he is a regular contributor to Fortune. Dr. Galea is an elected member of the National Academy of Medicine and currently chairs the Rockefeller-Boston University Determinants, Data, Decision Making (3-D) global high-level commission. He has served as board Chair of the Association of Schools and Programs of Public Health, president of the Society for Epidemiologic Research and the Interdisciplinary Society for Population Health Science. Dr. Galea was named one of TIME magazine’s epidemiology innovators in 2006 and has been listed by Thomson Reuters/Clarivate as one of the “World’s Most Influential Scientific Minds” for the social sciences since 2015.

Dr. Galea has received several lifetime achievement awards for his research, including the Rema Lapouse Award from the American Public Health Association and the Robert S. Laufer Award from the International Society for Traumatic Stress. Dr. Galea serves frequently on advisory groups to national and global organizations. He formerly served as chair of the New York City Department of Health and Mental Hygiene’s Community Services Board and as a member of its Health Board. He served on the Advisory Council of the National Institute on Minority Health and Health Disparities, and on the Board of Scientific Counselors, Office of Public Health Preparedness and Response. More recently, he has served on several national and state COVID-19 committees, including co-chairing the Massachusetts Public Health Association Emergency Task Force on Coronavirus and Equity. Dr. Galea holds a medical degree from the University of Toronto, graduate degrees from Harvard University and Columbia University, and an honorary doctorate from the University of Glasgow.

Director Qualifications

We believe Dr. Galea is qualified to serve on our Board due to, among other things, his extensive expertise in the medical field and significant contributions to the fields of medicine and social sciences.

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DR. VERONICA MALLETT
				Director Since 2021   Age: 67   Class I   Independent   Audit Committee   Compensation and Human Capital Committee		Key Skills:   •  Audit & Financial Reporting   •  Healthcare and Medicine   •  Risk Management

Dr. Mallett serves as the Chief Administrative Officer of CommonSpirit Health More In Common Alliance (MICA), a historic partnership between the Morehouse School of Medicine (MSM) and Common Spirit Health (CSH) designed to improve health equity by radically increasing diversity in the healthcare work force. From April 2021 to September 2022, Dr. Mallett served as President and CEO of Meharry Medical College Ventures (MMCV), a wholly owned subsidiary of Meharry Medical College, and as the Executive Director for the Center for Women’s Health Research at Meharry from March 2020 to September 2022. As a leader, clinician, educator, and researcher, Dr. Mallett has authored over 100 articles, book chapters and abstracts combined. Dr. Mallett has served on the Faculty of Northwestern University, Wayne State University (“WSU”), University of Tennessee Health Science Center, Texas Tech Health Science Center El Paso (“Texas Tech”), holding leadership positions in each of these schools. She has over twenty years of leadership experience, as Fellowship Director and Residency Program Director at WSU, Director of Healthcare Excellence and Department Chair both at the University of Tennessee Memphis and Texas Tech where she served as founding Chair of the department of Obstetrics and Gynecology and Practice Plan Director from February 2011 to February 2017. She served as SVP and Dean of MMC School of Medicine for three years from March 2017 to March 2020, where she ran all clinical operations for the college.

Dr. Mallett attended Barnard College, Columbia University followed by medical school at Michigan State University, College of Human Medicine. Following medical school, she completed a residency in Obstetrics and Gynecology and a Fellowship in Urological Gynecology, now a board-certified subspecialty of Ob/Gyn, called Female Pelvic Medicine and Reconstructive Pelvic Surgery, at WSU in Detroit. She completed a Research and Surgical Fellowship in Electrophysiology of the Pelvic Floor/Reconstructive Surgery at St. Mary’s Hospital, Manchester, England. She is board certified in both Obstetrics and Gynecology and Female Pelvic Medicine and Reconstructive Pelvic Surgery. She has a master’s degree in Medical Management from Carnegie Mellon in Pittsburgh.

Director Qualifications

We believe Dr. Mallett is qualified to serve on our Board due to, among other things, her extensive expertise in, and significant contributions to, the field of medicine and health equity.

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JEFF SAGANSKY
				Director Since 2020 (FCAC prior to Business Combination)   Age: 72   Class I   Independent   Nominating and Corporate Governance Committee		Key Skills:   •  Corporate Governance   •  Other Public Company Board Experience   •  Risk Management

Mr. Sagansky has served as a director of FCAC (now Sharecare) since its initial public offering in September 2020. Mr. Sagansky was the chief executive officer and chairman of Diamond Eagle Acquisition Corp. from March 2019 until the consummation of its business combination in April 2020 with DraftKings. Mr. Sagansky served as the chief executive officer and chairman of Platinum Eagle Acquisition Corp. from December 2017 until the consummation of its business combination with Target Hospitality Corp. (“Target Hospitality”) in March 2019, and continues to serve as a member of Target Hospitality’s board of directors. Mr. Sagansky has been a director of WillScot Mobile Mini Holdings Corp. (formerly WillScot Corporation) since Double Eagle Acquisition Corp. (“Double Eagle”) was formed in June 2015 and served as Double Eagle’s president and chief executive officer from August 6, 2015 until the consummation of its business combination in November 2017. Mr. Sagansky co-founded, together with Harry E. Sloan, Soaring Eagle Acquisition Corp. that merged with Gingko Bioworks in September of 2021 and Flying Eagle Acquisition Corp. that merged with Skillz in December 2020.

Mr. Sagansky was formerly chief executive officer and then vice chairman of Paxson Communications Corporation from 1998 to 2003, where he launched the PAX TV program network in 1998. Under his leadership, PAX TV became a highly rated family-friendly television network with distribution growing from 60% of U.S. television households to almost 90% in only four years. In addition, Mr. Sagansky drove substantial improvement in the network’s financial performance with compounded annual revenue growth of 24% and compounded annual gross income growth of 30% from 1998 to 2002. Prior to joining Pax, Mr. Sagansky was co-president of Sony Pictures Entertainment (“SPE”), from 1996 to 1998 where he was responsible for SPE’s strategic planning and worldwide television operations. While at SPE, he spearheaded SPE’s acquisition, in partnership with Liberty Media Corporation and other investors, of Telemundo Network Group, LLC (“Telemundo”). The transaction generated significant returns for SPE as Telemundo was sold to the National Broadcasting Company, Inc., for over six times its original investment less than three years later. Previously, as executive vice president of Sony Corporation of America (“SCA”), Mr. Sagansky oversaw the 1997 merger of SCA’s Loews Theaters unit with the Cineplex Odeon Corporation to create one of the world’s largest movie theater companies, and the highly successful U.S. launch of the Sony PlayStation video game console. Prior to joining SCA, Mr. Sagansky was president of CBS Entertainment from 1990 to 1994, where he engineered CBS’s ratings rise from third to first place in eighteen months. Mr. Sagansky previously served as president of production and then president of TriStar Pictures, where he developed and oversaw production of a wide variety of successful films. Mr. Sagansky graduated with a B.A. from Harvard College and an MBA from Harvard Business School. He also serves on the boards of Omio and Imagine Entertainment.

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Other Public Company Directorships in Last Five Years

WillScot Mobile Mini Holdings Corp. (formerly WillScot Corporation) (Since 2015)

Screaming Eagle Acquisition Corp. (Since 2022)

Target Hospitality Corp. (former)

Diamond Eagle Acquisition Corp. (former)

Platinum Eagle Acquisition Corp. (former)

Director Qualifications

We believe Mr. Sagansky is qualified to serve on our Board due to, among other things, his extensive background and experience as an executive in the media and entertainment industries and his substantial mergers and acquisitions experience.

Ms. Torraco currently serves as Principal at K&B Global Consulting and on the board of directors of Pagaya Technologies Ltd. (Nasdaq: PGY). Ms. Torraco previously served as the President of FITTLE, the financing arm of Xerox Corporation, from January 2021 to October 2023. She grew FITTLE into a global diversified leasing business and led, among other things, forward funding deals and securitizations for FITTLE. Ms. Torraco served on Xerox’s Executive Committee and Enterprise Risk Management Committee, and was a Director on the Board of Xerox Financial Services LLC. Prior to leading FITTLE, Ms. Torraco served as Xerox’s Chief Strategy and M&A Officer from 2018 until 2021. Before joining Xerox in 2018, she was a Principal at Onex Credit, a global debt securities investor, from 2010 to 2018. Prior to that, Ms. Torraco served as a Director, Distressed and Special Situations, at Babson Capital Management. Ms. Torraco received her undergraduate degree from Harvard College and her Master of Business Administration from the Wharton School at the University of Pennsylvania. Ms. Torraco also has a Director Qualification from the American College of Corporate Directors (ACCD).

Other Public Company Directorships in Last Five Years

Pagaya Technologies Ltd. (Since 2023)

Director Qualifications

We believe Ms. Torraco is qualified to serve on our Board due to, among other things, her extensive background and experience as an executive in strategy, finance and risk management and her substantial mergers and acquisitions experience.

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Class II Directors

JEFF ALLRED
				Director Since 2021   Age: 70   Class II   Independent   Audit Committee (Chair)   Nominating and Corporate Governance Committee		Key Skills:   •  Corporate Governance   •  Finance, Investment Industry and M&A   •  Executive Leadership, Strategic Planning and Operations

Mr. Allred is a partner at the law firm of Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), where he served as the firmwide Chair of the Corporate Practice Group until December 2021. Prior to joining Nelson Mullins in April 2008, he was CEO of Griffeon Group LLC, a strategic advisory firm, from January 2007 to March 2008. Prior to that, Mr. Allred was at Premiere Global Services, Inc., a publicly traded global communications technology and services company, from July 1997 to December 2006. At Premiere, he served in various executive roles, including Executive Vice President-Strategic Development and Finance, Chief Investment Officer, and President and Chief Operating Officer, and as a member of the company’s Board of Directors. Mr. Allred serves as a director and member of the investment committee of the Kenan-Flagler Private Equity Funds. He has also served on the board of trustees, advisors and capital committees of numerous educational institutions and non-profit organizations, including as the Chairman of the Board of Visitors of the University of North Carolina at Chapel Hill and the Chairman of the Board of Advisors of the Kenan-Flagler Business School. Mr. Allred received his B.A. with Highest Honors in Political Science, his M.B.A. and his J.D. with Honors, from the University of North Carolina at Chapel Hill.

Director Qualifications

We believe Mr. Allred is qualified to serve on our Board due to, among other things, his extensive experience leading both public and private companies in a variety of leadership roles.

KEN GOULET
				Director Since 2021   Age: 64   Class II   Independent		Key Skills:   •  Healthcare & Medicine   •  Human Capital Management   •  Other Public Company Board Experience

Mr. Goulet previously served as Executive Vice President, President Commercial & Specialty Businesses at Anthem, Inc. (“Anthem”) from August 2012 until September 2015 and as Executive Vice President, President Commercial Business Unit of Anthem from October 2007 until August 2012. Prior to that, he also served as Senior Vice President, President of National Accounts and National Sales & Account Management at Anthem

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(previously known as WellPoint, Inc.) from September 2006 until October 2007. During his time at Anthem, Mr. Goulet’s responsibilities included Strategy, Marketing, Product, Medical Management, Provider Engagement & Contracting and Service Operations. He successfully led Anthem through the industry’s turbulent transition to the Affordable Care Act, developing and executing the strategy and implementation of Public Exchanges. In addition, he successfully advanced Provider Collaboration strategies across the enterprise; integrated and grew Anthem’s Specialty Companies and organically grew Anthem’s Commercial Business. Before joining Anthem, Mr. Goulet spent 23 years at CIGNA Corporation where he held a number of progressive management, sales and operations positions.

Mr. Goulet also has experience serving on a number of public and private company boards and currently serves on the board of several privately held companies within the healthcare industry, including Behavioral Health Group, Quartet Health, Grouper and Rialtic. He also sits on the advisory boards of Brave Health, Centauri and NationsHearing. From December 2015 until August 2018, Mr. Goulet served on the board of directors of Cotiviti, prior to its acquisition by Veritas Capital. From April 2016 until March 2017, Mr. Goulet served on the board of Surgical Care Affiliates, prior to its acquisition by UnitedHealth’s Optum. Mr. Goulet received a Bachelor’s degree in economics from Trinity College in Hartford, Connecticut.

Other Public Company Directorships in Last Five Years

CHP Merger Corp.

(former)

Director Qualifications

We believe Mr. Goulet is qualified to serve on our Board due to, among other things, his extensive experience leading organizations as a senior executive in the digital healthcare space.

BRENT LAYTON
				Director Since 2023   Age: 56   Class II		Key Skills:   •  Audit & Financial Reporting   •  Risk Management   •  Executive Leadership, Strategic Planning and Operations

Brent Layton has served as Chief Executive Officer of Sharecare since January 2024. Prior to joining Sharecare, Mr. Layton served as Senior Advisor to the CEO of Centene Corporation (“Centene”) (US Fortune 500), a leading multi-line healthcare enterprise that works to ensure people receive quality healthcare through government-funded programs. Mr. Layton brings to this role over 30 years of healthcare experience, with particular expertise in creating, scaling, and operating business in a highly regulated environment. Mr. Layton previously served as Centene’s President and Chief Operating Officer, where he oversaw the company’s healthcare offerings, including 31 State Medicaid Health plans, the Nation’s largest Exchange provider, Ambetter, and the Wellcare brand of Medicare products. Mr. Layton joined Centene in 2006 as Head of Business Development, overseeing the development and implementation of new health plans in more than 25 states and providing strategic guidance to state governments to help them develop effective Medicaid solutions. Prior to joining Centene, Mr. Layton ran a managed care consulting firm and created and managed a diverse group of healthcare companies. Mr. Layton received his bachelor’s degree from the University of Georgia.

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Director Qualifications

We believe Mr. Layton is qualified to serve on our Board due to, among other things, his extensive experience leading organizations as a senior executive in the healthcare space, including as our CEO, and expertise in managed care and government-sponsored plan architecture and delivery.

ALAN MNUCHIN
				Director Since 2020 (FCAC prior to Business Combination)   Age: 63   Class II   Independent   Audit Committee		Key Skills:   •  Audit & Financial Reporting   •  Finance, Investment Industry and M&A   •  Technology, Digital Innovation and Cybersecurity

Mr. Mnuchin served as Chief Executive Officer and Chairman of FCAC (now Sharecare) from June 2020 until the closing of the Business Combination (defined below). Mr. Mnuchin founded and has been the chief executive officer of Ariliam Group, a principal investment and strategic consulting firm, since 2019. Mr. Mnuchin has invested in various media and technology companies prior to and since founding Ariliam Group. From May 2020 until December 2020, Mr. Mnuchin served as a member of the board of directors of Flying Eagle Acquisition Corp. Mr. Mnuchin served as a member of the board of directors of Target Hospitality from January 2019 to March 2019. In 2003, Mr. Mnuchin formed the boutique investment bank AGM Partners LLC, through which he has acted as a strategic M&A advisor to leading corporate, entrepreneurial and private equity clients on transactions totaling over $80 billion. Prior to founding AGM Partners, Mr. Mnuchin was the global head of the media group of Lehman Brothers from 2000 to 2003. Previously, Mr. Mnuchin was head of the media and entertainment group at Bear Stearns from 1996 to 2000. Prior to joining Bear Stearns, Mr. Mnuchin was a senior member of the communications, media and entertainment group at The Goldman Sachs Group, Inc., where he started his career in 1984, with primary responsibility for the group’s media industry efforts. Mr. Mnuchin earned an MBA from the University of Chicago and a B.S. from the Wharton School at the University of Pennsylvania.

Other Public Company Directorships in Last Five Years

Flying Eagle Acquisition Corp. (former)

Target Hospitality Corp. (former)

Director Qualifications

We believe Mr. Mnuchin is qualified to serve on our Board due to, among other things, his extensive knowledge of the media and entertainment fields and considerable experience in merger and acquisition transactions.

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CORPORATE GOVERNANCE

We believe strong corporate governance promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in our Company. The Board and its committees have adopted policies and processes that foster effective board oversight of critical matters such as strategy, risk management, including cybersecurity, financial and other controls, ESG considerations, compliance and management succession planning. The Board reviews our major governance documents, policies and practices regularly in the context of current corporate governance trends, regulatory changes and recognized best practices, taking into consideration the perspectives of our stockholders. Through our website, investors.sharecare.com/corporate-governance/governance-and-charter, our stockholders have access to key corporate governance documents such as our Corporate Governance Guidelines, Code of Business Conduct and Ethics (“Code of Ethics”), and charters of each committee of the Board.

The following sections provide an overview of our corporate governance structure, policies and processes, including key aspects of the Board operations.

The Board currently consists of eleven directors. Our Charter provides for a classified board of directors, with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors of the directors whose terms expire at that meeting are elected to hold office for a term expiring at the annual meeting held in the third year following the year of their election. We currently have four directors in each of Classes I and II and three directors in Class III. The terms of the directors in Classes I and II expire at the annual meetings in 2025 and 2026, respectively. Our stockholders are being asked to elect our Class III directors to serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders.

At this time, we believe a classified board is in the best interest of Sharecare and our stockholders, as we believe it promotes Board continuity and stability and encourages directors to focus on the long-term success of the Company. In addition, we believe that our classified board structure provides protection against opportunistic attempts to control or influence the Company, including those that advance short-term agendas which could deprive our stockholders of long-term value. As we evolve as a public company, we will continue to evaluate our Board structure in light of our specific circumstances, best practices and stockholder feedback.

The size of the Board is fixed by resolution adopted from time to time by the Board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. A director elected to fill a vacancy or a newly created directorship shall hold office until the annual meeting at which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and recommend director nominees to the Board, including candidates to fill any vacancies that may occur on the Board. When evaluating director candidates, the Nominating and Corporate Governance Committee considers, in view of the needs of the Board at the time, factors such as integrity and character, sound, independent judgment, and track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. When current Board members are considered for nomination for re-election, the Nominating and Corporate Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. Each director candidate (including any candidate for re-election) is carefully evaluated to ensure that other existing and planned future commitments will not materially

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interfere with his or her responsibilities as a director of our Company. Our director biographies above, as well as the Director Skills Matrix below, highlight the experiences and qualifications that were among the most important to the Nominating and Corporate Governance Committee and the Board in concluding that each nominee should serve as a director of the Company.

The Company strives to maintain a Board that reflects a diversity of experience and personal backgrounds. The Board believes that a variety of viewpoints contribute to a more effective decision-making process. While the Nominating and Corporate Governance Committee does not have a formal policy with regard to diversity, the Nominating and Corporate Governance Committee considers diversity in identifying director nominees, including personal characteristics such as gender, nationality, ethnicity and age. The Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity through its periodic evaluation of the Board’s composition. Set forth below is a Director Skills Matrix that will be updated annually by the Board as well as the Board Diversity Matrix illustrating the diversity of our current Board.

The Nominating and Corporate Governance Committee may use a variety of sources to identify candidates, including recommendations from stockholders, current directors, current executives, external consultants and others. Evaluations of prospective candidates would include a review of the candidate’s background and qualifications by the Nominating and Corporate Governance Committee, interviews (including, as appropriate with members of the Board, the Chief Executive Officer and other members of management), and discussions of the committee and the full Board.

The Nominating and Corporate Governance Committee considers stockholder-proposed director candidates on the same basis as recommendations from other sources. Stockholders who want to recommend a director candidate to the Nominating and Corporate Governance Committee may do so by submitting the name of the prospective candidate in writing to the following address: 255 East Paces Ferry Road NE, Suite 700 Atlanta, Georgia 30305, c/o Secretary, or shareholder@sharecare.com. Submissions should describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable director nominee. Our Bylaws set forth the requirements for direct nomination by a stockholder of persons for election to the Board. These requirements are described under “General Information—Stockholder Proposals and Nominations for Director at the 2025 Annual Meeting” on page 54.

DIRECTOR SKILLS MATRIX

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DIRECTOR INDEPENDENCE

The rules of The Nasdaq Stock Market LLC (“Nasdaq”) require that a majority of our Board be independent. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Our Board has determined that Drs. Mallett and Galea, Messrs. Allred, Chadwick, Goulet, Mnuchin, Ronanki and Sagansky and Ms. Torraco are “independent directors” as defined in the rules of Nasdaq and applicable U.S. Securities and Exchange Commission (“SEC”) rules. In determining the independence of directors, our Board evaluated certain transactions and historical relationships between Sharecare and the directors (or entities with which they are affiliated), including certain lending arrangements, consulting arrangements and arm’s length transactions between Sharecare and entities affiliated with certain of our directors. With respect to Mr. Chadwick, the Board considered his position with Claritas Capital, a significant stockholder of the Company, and its proposal to acquire the Company, and determined such relationship would not interfere with his ability to exercise independent judgment in carrying out his responsibilities as a director. Two of our directors, Mr. Arnold and Mr. Layton, are not “independent directors” as defined in the

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rules of Nasdaq and applicable SEC rules. Mr. Arnold served as our Chief Executive Officer until December 2023 and currently serves as Executive Chairman and is not independent due to such roles. Mr. Layton serves as our Chief Executive Officer and is not independent due to such role. There are no family relationships among any of our directors or executive officers and none of our directors is party to any legal proceedings required to be disclosed under Item 103 of Regulation S-K. Please see “Other Sharecare Related Party Transactions” for further information.

In accordance with our Corporate Governance Guidelines, our Board does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive Officer should be separate. Our Board, in consultation with our Nominating and Corporate Governance Committee, believes that it should have the flexibility to make the determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Currently, Mr. Layton, our Chief Executive Officer, does not serve as the Chair of the Board. As founder of our Company with experience running the day-to-day operations of the Company and executing its strategy, the Board believes Mr. Arnold is the director best qualified to act as Executive Chairman.

Our Corporate Governance Guidelines also provide that, when the position of Chair is not held by an independent director, a lead independent director (“Lead Director”) will be appointed by the independent members of the Board. John Chadwick serves as our Lead Director. As Lead Director, Mr. Chadwick, among other things, serves as the liaison between the Chair and the independent directors, presides at executive sessions of the independent directors and all other meetings of the Board at which the Chair is not present and consults with the Chair of the Board on, and approves, the schedules, agendas and information provided to the Board. The Lead Director also works in conjunction with the Compensation and Human Capital Committee to review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, determine and approve the Chief Executive Officer’s compensation (including base salary, bonus, long term incentives, and other applicable prerequisites) based upon such evaluation, and communicate with the Chief Executive Officer regarding the foregoing. Mr. Chadwick is available for consultation and direct communication with stockholders upon request. The independent members of the Board selected Mr. Chadwick for this role because of, among other attributes, his extensive board room experience, leadership qualities and ability to facilitate meaningful discussion by encouraging participation, soliciting feedback, ensuring all viewpoints are heard and considered and building consensus among the group.

The Board believes that Mr. Arnold, as Executive Chairman, together with an empowered and independent Lead Director, provide the appropriate leadership and Board oversight of our Company.

MEETINGS OF THE BOARD AND ATTENDANCE AT THE ANNUAL MEETING

Our Board held four regularly scheduled meetings in 2023 and approximately five special/informal meetings throughout the year. Each director who was a member of the Board during 2023 participated, in person or by telephone, in at least 75% of the aggregate of Board and committee meetings on which he or she served (during the period that such director served). Our directors are encouraged to attend all annual and special meetings of our stockholders.

EXECUTIVE SESSIONS

Executive sessions, which are meetings of the independent members of the Board, are held periodically. The committees of the Board, as described more fully below, also meet in executive sessions as deemed appropriate.

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CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available on our website at investors.sharecare.com/corporate-governance/governance-and-charter. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, Board composition and operation, director compensation and executive succession planning and retention. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to the Board any changes to the guidelines.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted a Code of Ethics that applies to all of our directors, officers and employees. We also have a Code of Ethics for Chief Executive Officer and Financial Officers (the “Financial Code of Ethics”) that applies to our Chief Executive Officer and financial officers, including the Chief Financial Officer, Chief Accounting Officer and other employees performing similar functions. The Code of Ethics and Financial Code of Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Code of Ethics also contains a 24-hour Compliance Hotline to anonymously report compliance or ethics concerns. These submissions, if any, are reviewed at least quarterly by the Audit Committee. A copy of the Code of Ethics (which includes the Financial Code of Ethics) is available on our website at investors.sharecare.com/corporate-governance/governance-and-charter. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website rather than by filing a Current Report on Form 8-K.

BOARD COMMITTEES

The Board maintains an Audit Committee, a Compensation and Human Capital Committee and a Nominating and Corporate Governance Committee. All members of the Audit Committee, Compensation and Human Committee and Nominating and Corporate Governance Committee are independent.

The following table shows the current members of each standing committee, as well as the number of official meetings held during 2023. At this time, the Board does not expect any changes to the composition of the committees for the year ending December 31, 2024.

✓= Current Committee Member; * = Chair; ^ = Was not a member of Committee until November 2023

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Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for assisting the Board in overseeing our accounting and financial reporting processes, the audits of our financial statements, the preparation and integrity of our financial statements, the performance of our internal finance and accounting personnel and our independent registered public accounting firms and the qualifications and independence of our independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available on our website at investors.sharecare.com/corporate-governance/governance-and-charter.

The members of our Audit Committee are Dr. Mallett and Messrs. Allred (Chair) and Mnuchin. The Board has determined each member of the Audit Committee is “independent” as defined under Nasdaq and Securities Exchange Act of 1934, as amended (“Exchange Act”), rules and regulations. Each member of the Audit Committee has also been determined to be “financially literate” under the Nasdaq rules, and each of Messrs. Allred and Mnuchin has been designated as an “audit committee financial expert.”

Our Corporate Governance Guidelines state that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than two other public companies, unless the Board determines in its business judgment that such simultaneous service will not impair the director’s ability to serve on our Audit Committee and that such simultaneous service is otherwise in the best interests of the stockholders. At present, Dr. Mallett and Messrs. Allred and Mnuchin do not sit on more than two other audit committees of public companies.

Compensation and Human Capital Committee

The Compensation and Human Capital Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and executive compensation agreements with, the executive officers and directors of our Company (including our Chief Executive Officer), establishing our general compensation and human capital management policies and reviewing and making recommendations concerning long-term incentive compensation plan. The Compensation and Human Capital Committee periodically reviews management development and corporate succession plans. The Compensation and Human Capital Committee also oversees our human capital management, including our policies with respect to performance management, talent management, diversity, equity and inclusion, work culture and the development and retention of our workforce. The charter of the Compensation and Human Capital Committee is available on our website at investors.sharecare.com/corporate-governance/governance-and-charter.

The members of the Compensation and Human Capital Committee are Messrs. Chadwick (Chair) and Ronanki and Drs. Galea and Mallett. The Board has determined that each member of the Compensation and Human Capital Committee is an independent director, and that Drs. Gaela and Mallet are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation and Human Capital Committee has the authority to retain compensation consultants, outside counsel and other advisers. In 2023, the Compensation and Human Capital Committee again engaged Frederic W. Cook & Co. (“FW Cook”) to advise it on executive compensation program design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its executive officers, including the NEOs, and non-employee directors. The Compensation and Human Capital Committee performed an assessment of FW Cook’s independence to determine whether the consultant is independent, taking into account FW Cook’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Compensation and Human Capital Committee determined that FW Cook’s work has not raised any conflict of interest and FW Cook is independent.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for developing and recommending to our Board criteria for appointment as a director, reviewing the composition of the Board and its committees and identifying, considering, recruiting and recommending candidates to the Board for election to the Board (including review of candidates recommended by stockholders). The Nominating and Corporate Governance Committee is also responsible for developing and recommending to the Board corporate governance guidelines and policies that are applicable to us, and overseeing Board and committee evaluations. The charter of the Nominating and Corporate Governance Committee is available on our website at investors.sharecare.com/corporate-governance/governance-and-charter. The members of the Nominating and Corporate Governance Committee are Dr. Galea (Chair) and Messrs. Allred and Sagansky. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director.

Compensation Committee Interlocks and Insider Participation

The Compensation and Human Capital Committee consists of Messrs. Chadwick (Chair) and Ronanki and Drs. Galea and Mallett. None of the members of the committee have at any time been an officer or employee of Sharecare. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers on our Compensation and Human Capital committee or the Sharecare Board. No member of the Compensation and Human Capital Committee has any relationships requiring disclosure under Item 404 of Regulation S-K.

STRATEGIC REVIEW AND SPECIAL COMMITTEE

To evaluate a range of strategic options, the Board formed a special committee of independent directors to review multiple proposals for a potential sale transaction and alternatives thereto. Sharecare’s special committee of independent members, supported by legal and financial advisors, is continuing to actively evaluate multiple proposals for a potential sale transaction as well as develop alternative value-creation opportunities. The special committee is dedicated to being methodical in their review with the goal to maximize shareholder value. Sharecare will communicate the Board’s decision at the conclusion of the review process. No definitive decisions have been reached regarding strategic alternatives and there is no assurance if or when a transaction may occur. Sharecare stockholders do not need to take any action at this time.

COMMUNICATIONS WITH THE BOARD

Interested parties wishing to communicate with the Board or with an individual member or members of the Board may do so by writing or emailing the Board or to the particular member or members of the Board, at Sharecare, Inc., 255 East Paces Ferry Road NE, Suite 700, Atlanta, Georgia 30305 c/o Secretary, or board@sharecare.com. Each communication should set forth (i) the name and address of the stockholder as it appears in our register, and if the shares of common stock or Series A Preferred Stock (as defined herein) are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of common stock or Series A Preferred Stock that are owned of record by the record holder and beneficially by the beneficial owner.

The Board has designated our Secretary as its agent to receive and review written communications addressed to the Board, any of its committees, or any Board member or group of members. The Secretary may communicate with the sender for any clarification. In addition, the Secretary will promptly forward to the chair of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Secretary to be potentially material to Sharecare. As an initial matter, the Secretary will determine whether the communication is a proper communication for the Board. The Secretary will not forward to the Board or any director communications of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate materials.

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RISK OVERSIGHT

The Board as a whole has responsibility for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. The full Board has primary responsibility for evaluating strategic and operational risk management, and succession planning. Our Audit Committee has the responsibility for evaluating the integrity of the Company’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent auditors, and that appropriate systems of control are in place. The Audit Committee reports to the Board on a regular basis and the Board, upon the recommendation of the Audit Committee, takes the actions that are necessary to ensure the integrity of the Company’s accounting and financial reporting systems and that appropriate controls are in place. The Compensation and Human Capital Committee evaluates risks arising from our compensation policies and practices. The Audit Committee and the Compensation and Human Capital Committee provide reports to the full Board regarding these and other matters. Our Nominating and Corporate Governance Committee evaluates and oversees ESG matters applicable to the Company and reports to the full Board as appropriate.

CYBERSECURITY RISKS

The Audit Committee has primary responsibility for the oversight of cybersecurity, privacy and controls pursuant to its charter. As part of this, the Audit Committee will receive reports related to such matters, including the results of any periodic exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our internal preparedness. In addition, our cybersecurity management team provides periodic updates to the Audit Committee related to the threat landscape, risks, initiatives, and security incidents. If escalation is needed, such matters would be presented to the full Board.

STOCK OWNERSHIP GUIDELINES

The Board believes that ownership of the Company’s stock by the senior executives and directors strengthens their commitment to the future of the Company and further aligns their interests with those of the stockholders of the Company. Accordingly, the Board expects that, to the extent practicable, the Chief Executive Officer, the other senior executive officers and the Company’s directors shall own Company stock or other equity-based instruments. However, the Board believes that the number of shares of the Company’s stock owned by each director and executive officer is a personal decision and has not established minimum ownership guidelines.

HEDGING, PLEDGING, AND INSIDER TRADING POLICY

Our insider trading policy prohibits our officers, directors and employees from hedging their ownership of our securities, including the prohibition from engaging in short sales of our common stock and from purchasing or selling any derivative securities, or entering into any derivatives contracts relating to our securities. Our insider trading policy also prohibits our officers, directors and employees from purchasing or selling Sharecare securities while in possession of material non-public information (except in limited circumstances, such as pursuant to a previously established trading plan).

Our insider trading policy prohibits our executive officers and directors from pledging our common stock. None of our executive officers or directors holds any of our stock subject to pledge.

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CLAWBACK POLICY

In connection with the SEC’s and Nasdaq’s recently approved rules requiring adoption of a clawback policy applicable to incentive-based compensation for Section 16 officers of listed companies, our Board has adopted a new clawback policy. Under the policy, if the Company is required to restate its financial results (i) due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) to correct an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected during the current period or left uncorrected in the current period, then the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former Section 16 officers. The amount to be recovered from the executive officer will be based on the excess, if any, of the incentive-based compensation (whether cash or equity-based) paid to the executive officer (during the three-year period preceding the date on which the Company is required to prepare an accounting restatement), to the extent the same is based on the erroneous data over the incentive-based compensation that would have been paid to the executive officer if the financial accounting statements had been as presented in the restatement.

BOARD AND COMMITTEE EVALUATIONS

The charters of each of the Audit Committee, Compensation and Human Capital Committee and Nominating and Corporate Governance Committee require an annual performance evaluation. Based on information arising out of these evaluations, the Board updates and revises its processes and practices, providing feedback to the Board’s committees and members as needed to ensure the Board and its committees operate in the most efficient and effective manner possible.

CONFLICTS OF INTEREST

The Code of Ethics governs our conflicts of interest policy. The Code of Ethics requires officers, directors and employees to avoid conflicts of interest, defined as situations where private interests influence or appear to influence the interests of the Company or when, because of the role of an officer, director or employee within the Company, such officer, director or employee, or their friends or family benefit.

RELATED PARTY TRANSACTIONS

See “Related Party Transactions Policy” on page 52 for a discussion of our policies and procedures for related person transactions.

DIRECTOR CHANGE IN CIRCUMSTANCES

The Board does not believe that directors who retire or change the position they held when they became a member of the Board should necessarily leave the Board. Promptly following such event, the director must notify the Nominating and Corporate Governance Committee, which shall review the continued appropriateness of the affected director remaining on the Board under the circumstances. The affected director is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation following such review.

SUCCESSION PLANNING AND MANAGEMENT DEVELOPMENT

As part of its responsibilities under its charter, the Compensation and Human Capital Committee oversees the succession planning process for the CEO and the senior leadership team to ensure that critical business capabilities are safeguarded. The Board receives updates and recommendations from the Compensation and Human Capital Committee regarding retention and succession planning for our Chief Executive Officer and other

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key members of the Company’s senior management team. The Compensation and Human Capital Committee monitors the Company’s executive management team for high potential internal CEO succession candidates, all of whom have ongoing exposure to the Board. The plan of succession includes an assessment of the experience, performance, skills and planned career paths for possible successors for the Chief Executive Officer position and other key executive roles, as well as emergency succession considerations. The Compensation and Human Capital Committee leads the annual review of the Chief Executive Officer’s performance, in which all Board members provide input, and oversees the performance review of senior executives for purposes of compensation decisions, succession planning and leadership development. We believe continuity of leadership is critical to our ongoing success and that at our process is effective in preparing us for sustained, long-term effective leadership.

OVERBOARDING

Our Corporate Governance Guidelines provide that directors who also serve as Chief Executive Officer or in equivalent positions at the Company or other companies should not serve on more than two boards of public companies in addition to the Board, and other directors should not serve on more than four other boards of public companies in addition to the Board, unless the Board determines in its business judgment that such simultaneous service will not impair the director’s ability to serve on the Company’s Board and that such simultaneous service is otherwise in the best interests of the stockholders. Members of the Audit Committee shall not serve on the audit committees of more than two other public company audit committees, unless the Board determines in its business judgment that such simultaneous service will not impair the director’s ability to serve on the Company’s Audit Committee and that such simultaneous service is otherwise in the best interests of the stockholders.

It is expected that before accepting another board position a director will consider whether that service will compromise his or her ability to perform his or her present responsibilities for the Company and provide advance notice to the Board of acceptance of an invitation to serve on the board of any other public company. In the event that the Board determines that the additional directorship constitutes a conflict of interest or interferes with such director’s ability to carry out his or her responsibilities as a director of the Company, such director, upon the request of the Board, shall either offer his or her resignation or not accept the other directorship.

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EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of April 16, 2024.

Jeff Arnold serves as Founder and Executive Chairman of the Board. His business experience is discussed above in “Proposal 1—Election of Directors—Continuing Directors with Terms Expiring at Annual Meeting.”

Brent Layton has served as Chief Executive Officer of Sharecare since January 2024. His business experience is discussed above in “Proposal 1 – Election of Directors – Continuing Directors with Terms Expiring at the 2025 or 2026 Annual Meetings.”

Justin Ferrero has served as President and Chief Financial Officer of Sharecare since its inception. Responsible for technology, finance, corporate development, and strategic partnerships since Sharecare’s inception, Mr. Ferrero has played a key leadership role in helping to drive Sharecare’s long-term growth strategy. Before joining Sharecare, Mr. Ferrero was executive vice president and chief financial officer for HowStuffWorks until 2011. Before HowStuffWorks, Mr. Ferrero was a partner and founding member of The Convex Group, a media and technology holding company that owned HowStuffWorks until its sale to Discovery. Prior to The Convex Group, Mr. Ferrero was an associate with the Conseco Private Capital Group, where he gained extensive experience in corporate finance, mergers and acquisitions, and corporate organization and governance. Mr. Ferrero holds a bachelor’s degree in economics from the University of North Carolina at Chapel Hill. Mr. Ferrero currently serves on the board of directors for Five Star. He was named for the past three years to Atlanta Magazine’s Atlanta 500, a list of the city’s most influential leaders.

Dawn Whaley has served as President and Chief Marketing Officer of Sharecare since its inception. Ms. Whaley is involved in the development of overall corporate strategy and scaling operational execution, and is directly responsible for marketing, strategic partnerships, and business development. Previously, Ms. Whaley was the executive vice president of marketing and strategic relationships for HowStuffWorks, where she helped manage operations, marketing, and corporate development. Ms. Whaley was also a founding member of The Convex Group, the media and technology holding company that acquired HowStuffWorks in 2002, until its sale to Discovery. Prior to her role with The Convex Group, Ms. Whaley served as executive vice president for Alexander Ogilvy Public Relations, a leading, high-tech communications firm, and helped to orchestrate its acquisition by WPP in 1998. Ms. Whaley holds a bachelor’s degree in telecommunications and business management from the University of Georgia. Ms. Whaley currently holds positions on the boards of directors for Five Star and the American Heart Association’s Metro Atlanta Division, for which she served on the executive committee for multiple years, and as Co-Chair in 2021, of the Go Red for Women annual fundraiser. Additionally, she was named to the Atlanta 500 for the past three years, bestowed with Atlanta Magazine’s Groundbreaker Award and selected as a Diversity in Technology Game Changer by the Technology Association of Georgia.

Colin Daniel has served as Chief Administrative Officer of Sharecare since January 2022, in which capacity Mr. Daniel oversees the Company’s HR and Accounting operations. Prior to his appointment as chief administrative officer, Mr. Daniel served as the EVP of Finance and Human Resources of Sharecare since its

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inception. In that role, Mr. Daniel oversaw various accounting, financial and operational roles across Sharecare. Prior to joining Sharecare, Mr. Daniel was the chief financial officer of HowStuffWorks.com from March 2002 until its sale to Discovery Communications in 2007. Mr. Daniel has over 25 years of experience in similar roles with digital media companies. Additionally, Mr. Daniel also serves as the Treasurer and Secretary of the Sharecare Foundation, a position he has held since May 2017. Mr. Daniel holds a CPA license and received his bachelor’s degree in Finance from the University of Georgia.

Carrie Ratliff has served as Chief Legal Officer of Sharecare since January 2022. Prior to joining Sharecare, Ms. Ratliff served as Senior Vice President and Corporate Secretary for Change Healthcare from 2018 to January 2022. Ms. Ratliff was previously with the law firm King & Spalding LLP, and was a partner at the firm until 2018. She holds a bachelor’s degree from the University of Miami and a law degree from the University of Virginia School of Law.

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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE CHARTER TO AUTHORIZE THE BOARD TO EFFECT A REVERSE STOCK SPLIT AND A REDUCTION IN THE AUTHORIZED SHARES OF OUR COMMON STOCK

The Reverse Stock Split Charter Amendment

Our Board adopted resolutions approving, declaring advisable and recommending to our stockholders for their approval a Certificate of Amendment to the Charter (the “Reverse Stock Split Charter Amendment”) to (i) authorize our Board to effect a reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”) with a ratio in the range between and including 1-for-5 shares and 1-for-20 shares of each of our common stock, par value $0.0001 per share (our “Common Stock”), with the exact ratio within such range to be determined by our Board in its discretion (such ratio, the “Final Ratio”), and (ii) reduce the total number of authorized shares of Common Stock in proportion to the Final Ratio (“Authorized Share Reduction”), in each case subject to the Board’s authority to determine when to file the Reverse Stock Split Charter Amendment and to abandon the Reverse Stock Split Charter Amendment notwithstanding stockholder approval. The Reverse Stock Split, if implemented, will also affect outstanding warrants, options and restricted stock units, as described in “Effect on Outstanding Options, Warrants and Restricted Stock Units” below and preferred stock, as described in “Effect on Preferred Stock” below. Approval of this proposal will grant the Board the authority, without further action by the stockholders, to carry out the Reverse Stock Split and Authorized Share Reduction any time after the approval of the Reverse Stock Split Charter Amendment but prior to the date that is one year after the approval of the Reverse Stock Split Charter Amendment, with the exact exchange ratio and timing to be determined at the discretion of the Board and set forth in a public announcement. Notwithstanding stockholder approval of the Reverse Stock Split and Authorized Share Reduction, the Board may determine in its discretion not to effect the Reverse Stock Split or the Authorized Share Reduction.

The text of the proposed amendment is set forth in Appendix A and is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary and advisable to effect the proposed Reverse Stock Split Charter Amendment. Stockholders are urged to carefully read Appendix A.

If implemented, the Reverse Stock Split will be realized simultaneously for all outstanding Common Stock. The Reverse Stock Split will affect all holders of Common Stock uniformly, and no stockholder’s interest in the Company will be diluted as each stockholder will hold the same percentage of Common Stock outstanding, as applicable, immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The relative voting rights and other rights and preferences that accompany the shares of Common Stock will not be affected by the Reverse Stock Split. The Reverse Stock Split Charter Amendment will reduce the number of authorized shares of Common Stock in proportion to the Final Ratio and will not change the par value of the Common Stock (which, in each case, will remain at $0.0001 per share).

Background

As of April 16, 2024, our Common Stock was listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SHCR.” On April 5, 2024, the Company received notification from Nasdaq that we were not in compliance with Rule 5450(a)(1) of Nasdaq’s listing requirements because our per share closing bid price had been below $1.00 for thirty consecutive business days. If our Common Stock is delisted, our Board believes that the trading market for our Common Stock could become significantly less liquid, which could reduce the trading price of our Common Stock and increase the transaction costs of trading in shares of our Common Stock.

Reasons for the Reverse Stock Split

The principal purpose of the Reverse Stock Split is to decrease the total number of shares of Common Stock outstanding and proportionately increase the market price of the Common Stock above $1.00 per share to meet the continued listing minimum bid price requirements of Nasdaq. Management and the Board believes that

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delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of our equity securities and would significantly affect the ability of investors to trade the Company’s securities. Delisting would also negatively affect the value and liquidity of our Common Stock because alternatives, such as the OTC Markets and the pink sheets, are generally considered to be less efficient markets with greater transaction costs. The Board intends to effect the Reverse Stock Split only if and when it believes that a decrease in the number of shares outstanding is in the best interests of the Company and the Company’s stockholders and is likely to improve the trading price of the Common Stock and improve the likelihood that we will be allowed to maintain the Company’s continued listing on Nasdaq. Accordingly, the Company’s Board has approved the Reverse Stock Split to help ensure that the share price of the Common Stock meets the continued listing requirements of Nasdaq.

Reasons for the Authorized Share Reduction

As a matter of Delaware law, the implementation of a reverse stock split does not require a reduction in the total number of authorized shares of common stock. However, without the Authorized Share Reduction, the Reverse Stock Split would significantly increase the proportion of unissued, authorized shares of Common Stock to issued and outstanding shares of Common Stock. The Board believes that effecting the Authorized Share Reduction in connection with the Reverse Stock Split will maintain alignment with the market expectations regarding the number of shares of authorized Common Stock in comparison to the number of shares issued or reserved for issuance, and ensure that we do not have what some shareholders might view as an unreasonably high number of authorized shares of Common Stock that are unissued or reserved for issuance following the Reverse Stock Split.

Board Discretion to Implement the Reverse Stock Split

The Board believes that stockholder approval of a range of Reverse Stock Split ratios (rather than a single exchange ratio) is in the best interests of the Company’s stockholders because it provides the Board with the flexibility to achieve the desired results of the Reverse Stock Split, and because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. If stockholders approve this proposal, the Board would carry out the Reverse Stock Split only upon the Board’s determination that the Reverse Stock Split would be in the best interests of the Company’s stockholders at that time. The Board would then set the ratio for the Reverse Stock Split within the range approved by stockholders and in an amount it determines is advisable and in the best interests of the stockholders considering relevant market conditions at the time the Reverse Stock Split is to be implemented. In determining the Reverse Stock Split ratio, following receipt of stockholder approval, the Board may consider numerous factors including, but not limited to:

The Board intends to select a Reverse Stock Split ratio that it believes would be most likely to achieve the anticipated benefits of the Reverse Stock Split.

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Principal Effects of the Reverse Stock Split

If the Reverse Stock Split is approved and effected with respect to the issued and outstanding Common Stock, each holder of Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split will own a reduced number of shares of Common Stock upon effectiveness of the Reverse Stock Split.

Based on 362,199,113 shares of our Common Stock outstanding as of April 16, 2024, following table provides examples of the results of a Reverse Stock Split at various ratios between 1-for-5 and 1-for-20:

Effect on Preferred Stock

Pursuant to our Charter, our authorized capital stock consists of 15,000,000 shares preferred stock, par value $0.0001 per share (our “Preferred Stock”), including 5,000,000 shares of Series A redeemable convertible preferred stock (out “Series A Preferred Stock”). The Reverse Stock Split Charter Amendment would not impact the total authorized number of shares of our Preferred Stock or the par value of our Preferred Stock.

With respect to the outstanding shares of our Series A Preferred Stock, each such share is convertible into our Common Stock based on the conversion price, which will be automatically adjusted upon the effectiveness of the Reverse Stock Split pursuant to the Certificate of Designations of our Series A Preferred Stock. Therefore, if the Reverse Stock Split is approved and implemented, the Common Stock issuable upon conversion of our Series A Preferred Stock shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding.

Risks Associated with the Reverse Stock Split

The Reverse Stock Split may not increase the price of our Common Stock over the long-term.

As noted above, a principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to enhance our ability to satisfy Nasdaq’s continued listing requirements. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

The Reverse Stock Split may decrease the liquidity of our Common Stock.

The Board believes that the Reverse Stock Split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of

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Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

The Reverse Stock Split may lead to a decrease in our overall market capitalization.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

Interest of Directors and Executive Officers

Our officers and directors have an interest in the Reverse Stock Split and Authorized Share Reduction as a result of their ownership of shares of Common Stock. However, we do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any other of our stockholders.

Effect on Registered and Beneficial Stockholders

If you hold shares of Common Stock in “street name” through an intermediary, we will treat your Common Stock in the same manner as stockholders whose shares are registered in their own names. Intermediaries will be instructed to effect the Reverse Stock Split for their customers holding Common Stock in street name. However, these intermediaries may have different procedures for processing a reverse stock split. If you hold shares of Common Stock in street name, we encourage you to contact your intermediaries.

Registered “Book-Entry” Holders of Common Stock

If you hold shares of Common Stock electronically in book-entry form with our transfer agent Continental Stock Transfer & Trust Company, you do not currently have and will not be issued stock certificates evidencing your ownership after the reverse stock split, and you do not need to take action to receive post-reverse stock split shares. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent to you indicating the number of shares of Common Stock held following the reverse stock split.

Effect on Registered Stockholders Holding Certificates

None of our stockholders of record hold their shares of our Common Stock in certificate form or a combination of certificate and book-entry form.

Effect on Outstanding Options, Warrants and Restricted Stock Units

Upon the Reverse Stock Split, if approved and implemented, all outstanding options, warrants, restricted stock units and future or contingent rights to acquire Common Stock will be adjusted to reflect the Reverse Stock Split. With respect to all outstanding options, warrants and restricted stock units for Common Stock, the number of shares of Common Stock that such holders may purchase upon exercise of such options or warrants or that will be issued on the vesting of restricted stock units will decrease, and the exercise prices of such options or

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warrants will increase, in proportion to the fraction by which the number of shares of Common Stock underlying such options and warrants are reduced as a result of the Reverse Stock Split.

Under our 2021 Omnibus Incentive Plan (the “2021 Plan”), the Compensation and Human Capital Committee will determine the appropriate adjustments to awards granted under the 2021 Plan in the event of a reverse stock split. Accordingly, if the Reverse Stock Split is effected, the number of shares reserved for issuance under the 2021 Plan, as well as the number of shares subject to any outstanding award under the 2021 Plan and the exercise price, grant price or purchase price relating to any such award will be expected to be proportionately adjusted by the Compensation and Human Capital Committee to reflect the Reverse Stock Split.

Fractional Shares

Fractional shares will not be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise hold a fractional share of Common Stock as a result of the Reverse Stock Split will be entitled to receive a cash payment equal to the fraction of which such stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock as reported by Nasdaq (as adjusted to give effect to the Reverse Stock Split) on the date of the Reverse Stock Split. If such shares are subject to an award granted under our 2021 Plan, each fractional share of Common Stock will be rounded down to the nearest whole share of Common Stock in order to comply with the requirements of Sections 409A and 424 of the Code.

Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split and Authorized Share Reduction, and we will not independently provide our stockholders with any such rights.

Regulatory Approvals

The Reverse Stock Split and Authorized Share Reduction will not be consummated, if at all, until after approval of the Company’s stockholders is obtained. The Company is not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split and Authorized Share Reduction other than the filing of the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware.

Procedure for Effecting the Reverse Stock Split

If our stockholders approve this proposal, and the Board elects to effect the Reverse Stock Split and Authorized Share Reduction, we will effect the Reverse Stock Split and Authorized Share Reduction by filing the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split and Authorized Share Reduction will become effective, and the combination of, and reduction in, the number of our outstanding shares and our authorized Common Stock as a result of the Reverse Stock Split and Authorized Share Reduction will occur automatically, at the time of the filing of the Reverse Stock Split Charter Amendment (referred to as the “Effective Time”), without any action on the part of our stockholders and without regard to the date that stock certificates representing any certificated shares prior to the Effective Time are physically surrendered for new stock certificates. Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership of the corresponding number of post-Reverse Stock Split shares. The text of the Reverse Stock Split Charter Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the Reverse Stock Split and Authorized Share Reduction.

The Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split and Authorized Share Reduction if, at any time prior to filing the Reverse Stock Split Charter Amendment, the Board, in its sole discretion, determines that it is no longer in the

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best interests of the Company and its stockholders to proceed with the Reverse Stock Split and Authorized Share Reduction. By voting in favor of the Reverse Stock Split Charter Amendment, you are also expressly authorizing the Board to delay or abandon the Reverse Stock Split and Authorized Share Reduction. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until they receive a letter of transmittal from our transfer agent.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of material U.S. federal income tax consequences of the Reverse Stock Split and Authorized Share Reduction to U.S. Holders (as defined below) of our Common Stock. This summary does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split and Authorized Share Reduction and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, including but not limited to banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, traders, and tax-exempt entities. Other stockholders also may be subject to special tax rules, including but not limited to: stockholders who received Common Stock as compensation for services or pursuant to the exercise of an employee stock option, or stockholders who have held, or will hold, stock as part of a straddle, hedging or conversion transaction for federal income tax purposes. This summary only applies to U.S. Holders (defined below) who have held, and will hold, shares of Common Stock as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), generally, property held for investment. Finally, the following discussion does not address the tax consequences of transactions occurring prior to or after the Reverse Stock Split and Authorized Share Reduction (whether or not such transactions are in connection with the Reverse Stock Split and Authorized Share Reduction), including, without limitation, the exercise of options or rights to purchase Common Stock in anticipation of the Reverse Stock Split, the Authorized Share Reduction or otherwise.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. You should consult with your own tax advisor with respect to your tax consequences of the Reverse Stock Split and Authorized Share Reduction. As used herein, the term “U.S. Holder” means a beneficial owner of Common Stock that is, for federal income tax purposes: a citizen or resident of the U.S.; a corporation or other entity taxed as a corporation created or organized in or under the laws of the U.S. or any state, including the District of Columbia; an estate the income of which is subject to U.S. federal income tax regardless of its source; or a trust that (i) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The following discussion is based on the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof. The Internal Revenue Service could adopt a contrary position. In addition, future legislative, judicial or administrative changes or interpretations could adversely affect the accuracy of the statements and conclusions set forth herein. Any such changes or interpretations could be applied retroactively and could affect the tax consequences described herein. No ruling from the Internal Revenue Service or opinion of counsel has been obtained in connection with the Reverse Stock Split and Authorized Share Reduction.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as a partnership for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences to them and their owners of the Reverse Stock Split.

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The Reverse Stock Split is intended to be treated as a “recapitalization” pursuant to Section 368(a)(1)(E) of the Code. As a result:

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU ARE STRONGLY ADVISED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Accounting Matters

The par value of the Common Stock will remain unchanged at $0.0001 per share after the Reverse Stock Split. The stockholders’ equity, in the aggregate, will remain unchanged. Our stated capital, which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of the Common Stock issued and outstanding, will be reduced proportionately at the Effective Time of the Reverse Stock Split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of Common Stock, will be increased by a number equal to the decrease in stated capital. Further, net loss per share, book value per share and other per share amounts will be increased as a result of the Reverse Stock Split because there will be fewer shares of Common Stock outstanding.

Required Vote

Approval and adoption of this proposal requires the affirmative vote of a majority of our outstanding shares of Common Stock and Preferred Stock (voting together on an as-converted basis).

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PROPOSAL 3: RATIFICATION OF SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has appointed the firm of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Although stockholder ratification of the appointment of EY is not required by law, our Board believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our Audit Committee will reconsider its appointment of EY. EY served as our independent registered public accounting firm for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and has served as the independent registered public accounting firm for Legacy Sharecare (our accounting predecessor) since 2011. Representatives of EY are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our stockholders. Even if the selection of EY is ratified, the Audit Committee retains the discretion to select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

Required Vote

Ratification of the appointment of EY as the Company’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting.

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Fees Paid to EY

The following table presents, for the fiscal years ended December 31, 2023 and 2022, fees billed to the Company by EY for the audit of our annual financial statements, audit-related services, tax fees and all other services.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee is also directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. The Audit Committee annually pre-approves services to be provided by EY, and considers and is required to pre-approve the engagement of EY for the provision of other services during the year. For each proposed service, the independent registered public accounting firm is required to provide detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate.

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REPORT OF THE AUDIT COMMITTEE

Management of the Company is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements, maintaining a system of internal control and having appropriate accounting and financial reporting principles and policies. The Company’s independent registered public accounting firm, EY, is responsible for planning and carrying out an audit of the Company’s consolidated financial statements in accordance with the rules of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion as to the consolidated financial statements’ conformity with U.S. generally accepted accounting principles (“GAAP”). The Audit Committee monitors and oversees these processes.

As part of the oversight process, the Audit Committee met throughout the year with EY, senior management of the Company and the Company’s internal auditor, both together and separately in closed sessions. In the course of fulfilling its oversight responsibilities, the Audit Committee did, among other things, the following in the fiscal year ended December 31, 2023

This report has been submitted by the current members of the Audit Committee:

Audit Committee

Jeff Allred (Chair)

Dr. Veronica Mallett

Alan G. Mnuchin

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EXECUTIVE COMPENSATION

Introduction

This section provides an overview of Sharecare’s executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed in the Summary Compensation Table below.

For the year ending December 31, 2023, Sharecare’s named executive officers (“NEOs”) were:

The objectives of Sharecare’s executive compensation program are to provide a total compensation package to each NEO that will enable Sharecare to attract, retain, incentivize and reward deeply talented and qualified executives, align the interests of Sharecare’s executive team with those of its stockholders, encourage individual and collective contributions to the successful execution of Sharecare’s short- and long-term business strategies and reward NEOs for performance.

The Compensation and Human Capital Committee (for purposes of this Executive Compensation section, the “Committee”) sets our executive compensation philosophy and oversees our compensation program. The Committee oversees and determines the compensation of the executive officers. The Committee has the authority to establish the compensation mix it believes is appropriate for each NEO, as well as any performance measures, goals, targets and business objectives that may be applicable with respect to any component of such compensation mix. The Compensation and Human Capital determines the benefits and severance arrangements, if any, that we make available to executive officers.

In November 2023, Sharecare announced that Brent Layton, a current member of the Board, would be appointed Chief Executive Officer, effective January 2, 2024. At that time, Jeff Arnold transitioned to the role of Executive Chairman, remaining active in the business day-to-day and working closely with Mr. Layton.

Background – Business Combination

On July 1, 2021, Falcon Capital Acquisition Corp., our predecessor company (“FCAC”), consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated February 12, 2021, by and among FCAC, FCAC Merger Sub Inc., a wholly-owned subsidiary of FCAC (“Merger Sub”), Sharecare, Inc., a Delaware corporation (“Legacy Sharecare”), and Colin Daniel, solely in his capacity as representative of the Legacy Sharecare stockholders (the “Stockholder Representative”) (the “Merger Agreement”). Immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (such completion, the “Closing”), Merger Sub merged with and into Legacy Sharecare with Legacy Sharecare surviving the merger as a wholly-owned subsidiary of the Company (as successor to FCAC). In connection with the Business Combination, FCAC changed its name to “Sharecare, Inc.”

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Summary Compensation Table

The following Summary Compensation Table sets forth information concerning the compensation of the NEOs for the years ended December 31, 2023 and December 31, 2022. Certain other information is provided in the narrative sections following the Summary Compensation Table.

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Narrative Disclosure to Summary Compensation Table

For 2023, the compensation program for Sharecare’s NEOs consisted of base salary, cash bonuses and equity awards in the form of RSUs and PSUs.

Base Salary

Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with each NEO’s responsibilities, experience and performance in relation to the marketplace. The NEOs were entitled to the following annual base salaries in 2023:

Annual Performance Bonus

Annual cash performance bonus opportunities (“Performance Bonus”) are awarded to incentivize the NEOs to achieve annual financial and operating performance milestones, as determined by the Committee at the beginning of each year. For 2023, each NEO was eligible to receive a Performance Bonus tied to revenue (50%) and EBITDA (50%) targets previously approved by the Committee, with a target opportunity equal to 100% of the NEO’s base salary, and with an over-performance maximum payout amount of 200% of base salary. The Committee determined that the financial performance metrics were achieved at or around target performance. In light of the Company’s financial position and market conditions, the Committee exercised negative discretion to adjust the Performance Bonus payout amount and Performance Bonuses for each NEO were paid out at 47% of target.

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2023 Equity Awards

Below is a summary of the equity grants made in 2023 to each of Jeff Arnold, Justin Ferrero and Dawn Whaley under the Incentive Plan. All such grants were made following a recommendation from the Committee or Board of Directors, as applicable. The equity grants are also subject to the terms and conditions of the Incentive Plan and the applicable award agreements.

Benefits and Perquisites

Sharecare provides benefits to its NEOs on the same basis as provided to all of its employees, including health, dental and vision insurance, life insurance, accidental death and dismemberment insurance, short-and long-term disability insurance and the opportunity to participate in a tax-qualified Section 401(k) plan. Sharecare does not maintain any executive-specific benefit or perquisite programs, except the Change in Control Plan (as defined below) which became effective on January 25, 2023 and provides certain severance and benefits to the NEOs and certain other Sharecare employees upon certain qualifying terminations in connection with a change in control. See page 43 for a more detailed discussion of the Change in Control Plan.

Retirement Benefits

Sharecare sponsors a tax-qualified Section 401(k) plan for all employees, including the NEOs. Sharecare makes matching contributions to the plan equal to participants’ elective contributions up to a maximum matching contribution of $2,100 per employee. Sharecare does not provide employees, including its NEOs, any other retirement benefits, including but not limited to, tax-qualified defined benefit plans, supplemental executive retirement plans and nonqualified defined contribution plans.

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Outstanding Equity Awards at Fiscal 2023 Year End

The following table provides information about the outstanding equity awards held by Sharecare’s NEOs as of December 31, 2023:

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Employment Agreements

On August 12, 2021, Sharecare entered into employment agreements with each of the NEOs (each, an “Employment Agreement”), effective as of August 13, 2021 (the “Effective Date”). The Employment Agreements replaced previous employment agreements between the NEOs and Sharecare that had been in place prior to the completion of the Business Combination.

Each Employment Agreement has an initial term commencing on the Effective Date and ending on December 31, 2023 (the “Initial Term”) and will thereafter be automatically extended for successive one-year terms on each anniversary of the Effective Date following the end of the Initial Term, unless Sharecare or the NEO gives prior written notice of nonrenewal. Pursuant to their respective Employment Agreements, Mr. Arnold is entitled to an annual base salary of $700,000 and Mr. Ferrero and Ms. Whaley are each entitled to an annual base salary of $450,000, in each case, subject to annual review and adjustment. Each NEO is also eligible to receive a Performance Bonus based on the achievement of performance milestones, as determined by the Committee with respect to each year. For fiscal year 2023, each NEO received a Performance Bonus with a target opportunity equal to 100% of Executive’s base salary, and with an over-performance maximum payout amount of 200% of base salary.

Each Employment Agreement also subjects the applicable NEO to certain covenants, including confidentiality obligations and certain non-competition restrictions for a period of 12 months following the NEO’s termination.

Sharecare, Inc. 2021 Omnibus Incentive Plan

In connection with the consummation of the Business Combination, Sharecare’s stockholders approved the Sharecare, Inc. 2021 Omnibus Incentive Plan (which we refer to herein as the “Incentive Plan”). The Incentive Plan is administered by the Committee, except with respect to matters that are not delegated to the Committee by the Board (whether pursuant to committee charter or otherwise). Pursuant to the terms of the Incentive Plan, the Committee has the authority to select, from among eligible participants, the individuals to whom awards may be granted, to make any combination of awards to participants and to determine the specific terms and conditions of

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each award, subject to the provisions of the Incentive Plan. The Committee has the authority to amend, suspend or terminate the Incentive Plan; provided that no such action affects or materially impairs the rights of a participant under an outstanding award without the consent of such participant. Eligible employees, non-employee directors and other service providers of Sharecare are eligible to participate in the Incentive Plan if selected by the Committee to receive an award under the Incentive Plan. The awards under the Incentive Plan may consist of stock options, stock appreciation rights, restricted and unrestricted stock and stock units, restricted stock units, performance awards, dividend equivalents and other awards that are convertible into or otherwise based on our common stock, as the Committee may determine. See “Equity Compensation Plan Information” for additional information regarding the shares available for future issuance under the Incentive Plan.

Potential Payments Upon Termination or Change of Control

The NEO Employment Agreements and equity award agreements for each of Sharecare’s NEOs provide for post-termination benefits in a variety of circumstances. The amount of compensation payable in some cases may vary depending on the nature of the termination, whether as a result of termination with or without cause, termination for good reason and in the event of disability or death of the NEO. The following summarizes and are qualified in their entirety by the full text of the applicable agreements to which Sharecare’s NEOs are parties.

Under each NEO’s Employment Agreement, if the employment is terminated by Sharecare without “cause” (as defined in each Employment Agreement), or the NEO terminates his or her employment for “good reason” (as defined in each Employment Agreement, and which includes Sharecare’s non-renewal of the Employment Agreement), the NEO will be entitled to receive the Accrued Amounts (as defined below), the Pro Rata Bonus (as defined below) and severance payments equal to (a) 12 months (the “Severance Period”) of base salary in effect at the time of the NEO’s termination of employment, plus (b) 100% of the Performance Bonus based on actual performance for the year of termination. However, in the event that the employment is terminated by the Company without cause, or by Executive terminates his or her employment for good reason within 12 months following a “change in control” (as defined in each Employment Agreement), he or she will instead be entitled to receive the Accrued Amounts, the Pro Rata Bonus and change in control severance payments equal to (i) 18 months (the “CIC Severance Period”) of base salary in effect at the time of the NEO’s termination of employment, plus (ii) 150% of the Performance Bonus calculated at the target bonus opportunity level in effect at the time of the NEO’s termination of employment. In connection with any termination by Sharecare without cause, or if the NEO terminates his or her employment for good reason, the NEO will also be entitled to reimbursement of the monthly premium for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) that is in excess of active employee rates for such coverage during the Severance Period or the CIC Severance Period, as applicable, or until the NEO becomes eligible for health benefits through a subsequent employer, if earlier. The payment of severance and the COBRA benefit is subject to the NEO’s execution of a release of claims in favor of Sharecare and the NEO’s continued compliance with the restrictive covenants contained in the Employment Agreement.

Each Employment Agreement provides that, if the applicable NEO’s employment is terminated due to death or “disability” (as defined in each Employment Agreement), he or she (or his or her estate) will be entitled to receive (a) any accrued and unpaid base salary through the date of termination, (b) any amounts payable to the NEO for previously completed years in respect of the NEO’s Performance Bonus that have not been paid as of the date of termination, (c) reimbursement for any reimbursable business expenses, (d) payment for any accrued but unused vacation time and (e) such other benefits as may be provided under the terms of Sharecare’s benefits plans (collectively, the “Accrued Amounts”). In addition, the NEO (or his or her estate) will be entitled to receive an amount equal to the amount payable to the NEO in respect of the NEO’s Performance Bonus for service in the year in which the NEO’s termination occurs, based on actual performance through to the end of the year of termination, and pro-rated for the portion of such year occurring through the date of the NEO’s termination (the “Pro Rata Bonus”). If the NEO’s employment is terminated by Sharecare for cause, or the NEO terminates his or her employment without good reason, the NEO will only be entitled to receive the Accrued Amounts.

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Additionally, all shares of common stock underlying any unvested options granted under the Incentive Plan will generally be forfeited upon termination of the NEO’s employment in accordance with the terms of each NEO Option Notice. Vested stock options generally will be exercisable for 90 days following termination of employment, one year following a termination of employment due to death or disability or 45 days following a voluntary termination of employment without good reason. However, if an NEO’s options are continued, assumed or substituted in connection with a covered transaction (as defined in the Incentive Plan), on a termination of employment by Sharecare without cause, or if the NEO terminates his or her employment for good reason, in each case within the 24 months following the covered transaction, then the NEO’s unvested time-vesting stock options and any remaining tranche of performance-vesting options will vest and become exercisable upon the NEO’s termination of employment.

Each of Sharecare’s NEOs also received stock options pursuant to the Sharecare, Inc. 2010 Equity Incentive Plan and the Sharecare, Inc. 2020 Equity Incentive Plan (collectively, the “Plans”) prior to the consummation of the Business Combination, which were assumed by Sharecare and converted into a stock option to acquire common stock administered under the Incentive Plan but with the same terms and conditions as applied to the stock options immediately prior to the Business Combination (subject adjustment of the shares underlying such option and per share exercise price in accordance with the Merger Agreement). The individual award agreements for stock options previously awarded under the Plans contained provisions for accelerated vesting of certain of the awards upon termination without Cause, resignation for Good Reason and Change in Control (in each case as defined in the applicable Employment Agreement). In each case where accelerated vesting is triggered, such stock options become 100% vested. In the case of performance based stock options, such options continue to be eligible for vesting in accordance with their respective vesting schedule (despite such without cause termination or good reason resignation).

In November 2023 and as previously disclosed in the Form 8-K filed with the SEC on November 9, 2023, the terms of Mr. Arnold’s outstanding unvested equity awards were amended to provide for acceleration of vesting in the event of Mr. Arnold’s termination as Executive Chair without cause or resignation for good reason (in each case, as defined in his employment agreement).

2023 Change in Control Plan

On January 25, 2023, Sharecare adopted the Sharecare, Inc. Change in Control Plan (the “Change in Control Plan”) pursuant to which the NEOs and certain other executives are eligible to participate. The Change in Control Plan replaces and supersedes any change in control provisions described above in the NEO Employment Agreements. The Change in Control Plan provides, among other things, that if the NEO either is terminated by the Company without “cause” other than due to disability or death or terminates his or her employment with the Company for “good reason” within two years following a “change in control” (commonly referred to as “double-trigger”), the NEO is entitled to severance in an amount equal to the sum of (a) the NEO’s annual base salary and (b) the NEO’s target bonus, multiplied by one and one half, two or three, depending on the NEO. Mr. Arnold’s multiplier is three and the multiplier for Mr. Ferrero and Ms. Whaley is two. In addition, in connection with a qualifying termination, each NEO is entitled to (i) a pro-rated bonus payment for the year of termination, (ii) a payment in an amount equal to 24 times the monthly COBRA charge and the ability to be covered by the Company’s group health plan for such period, and (iii) the vesting of equity and long-term awards. For time-based awards and their replacement awards, if any, all unvested awards will immediately vest upon a qualifying termination. For performance-based awards, awards will generally vest and settle at the greater of target and actual performance upon a qualifying termination. The foregoing benefits will be paid or provided only if the NEO signs a general release of claims and complies with the restrictive covenants contained in the Change in Control Plan.

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Equity Compensation Plan Information

The following table provides information regarding our equity compensation plans as of December 31, 2023.

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DIRECTOR COMPENSATION

Director Compensation Table

The following table provides information concerning the compensation of each non-employee director who served on the Board in 2023. Our Founder and Executive Chairman, Mr. Arnold, does not receive additional compensation for his services as a director (his compensation as an executive is discussed above and detailed in the Summary Compensation Table).

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Director Compensation Program

In connection with the Business Combination, the Committee adopted a new board of directors compensation program which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Sharecare stock to further align their interests with those of Sharecare’s stockholders. The program provides the following compensation for non-employee directors since the Business Combination: