UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

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:

Shockwave Medical, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable

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

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

Shockwave Medical, Inc.

5403 Betsy Ross Drive

Santa Clara, California 95054

April 29, 2024

Dear Shockwave Medical, Inc. Stockholder:

You are cordially invited to attend a special meeting of stockholders (together with any adjournments or postponements thereof, the “Company Stockholders’ Meeting”) of Shockwave Medical, Inc., a Delaware corporation (“Shockwave,” “we,” “us” or “our”) to be held virtually via live webcast on May 29, 2024, at 9:00 AM, Pacific time (unless the Company Stockholders’ Meeting is adjourned or postponed). You may attend the Company Stockholders’ Meeting virtually via the Internet at www.virtualshareholdermeeting.com/SWAV2024SM, where you will also be able to vote by following the procedures set forth in the enclosed proxy statement. Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. For purposes of attendance at the Company Stockholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Stockholders’ Meeting” or “present at the Company Stockholders’ Meeting” mean virtually present at the Company Stockholders’ Meeting. Formal notice of the Company Stockholders’ Meeting, a proxy statement, and a proxy card or voting instruction form accompany this letter.

At the Company Stockholders’ Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, as the “Merger Agreement”), dated April 4, 2024, by and among Shockwave, Johnson & Johnson, a New Jersey corporation (“Parent”), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (such proposal, the “Merger Proposal”). At the Company Stockholders’ Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (such proposal, the “Compensation Proposal”). Finally, at the Company Stockholders’ Meeting, you will also be asked to consider and vote on a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting (such proposal, the “Adjournment Proposal”).

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Shockwave (the “Merger,” and, together with each of the other transactions contemplated by the Merger Agreement, the “Transactions”), with Shockwave surviving the Merger as a wholly owned subsidiary of Parent. If you are a Shockwave stockholder and the Merger is completed, each of your shares of our common stock, par value $0.001 per share (the “common stock”), will be converted into the right to receive $335.00 in cash (the “Merger Consideration”), without interest and less any applicable withholding of taxes (unless you have properly demanded, and not subsequently withdrawn, failed to perfect or otherwise lost, your appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)).

Shockwave’s board of directors (the “Shockwave Board”), after careful consideration, including considering the factors more fully described in the enclosed proxy statement, has (1) determined that it is in the best interests of Shockwave and its stockholders, and declared it advisable, for Shockwave to enter into the Merger Agreement and consummate the Transactions, (2) approved the execution and delivery by Shockwave of the Merger Agreement, the performance by Shockwave of its covenants and agreements contained therein and the consummation of the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (3) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that all of the Shockwave stockholders adopt the Merger Agreement and

(4) directed that the Merger Agreement and the Transactions be submitted to the Shockwave stockholders for approval and adoption thereby.

The Shockwave Board recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Company Stockholders’ Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Shockwave Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Company Stockholders’ Meeting virtually, please vote as promptly as possible. If you are a stockholder of record, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record and you attend the Company Stockholders’ Meeting and vote online during the meeting, your vote will revoke any proxy that you have previously submitted.

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

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

If you have any questions or need assistance voting your shares of our common stock, please contact our Proxy Solicitor:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

Banks, Brokerage Firms and Stockholders, please call toll free: (855) 928-4486

Email: swav@allianceadvisors.com

On behalf of the Shockwave Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Doug Godshall

President and Chief Executive Officer

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

The accompanying proxy statement is dated April 29, 2024 and is first being mailed on or about April 29, 2024.

Shockwave Medical, Inc.

5403 Betsy Ross Drive

Santa Clara, California 95054

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON MAY 29, 2024

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Company Stockholders’ Meeting”) of Shockwave Medical, Inc., a Delaware corporation (“Shockwave,” “we,” “us” or “our”), will be held on May 29, 2024, at 9:00 AM, Pacific time (unless the Company Stockholders’ Meeting is adjourned or postponed). Shockwave stockholders will be able to attend the Company Stockholders’ Meeting via the Internet virtually via live webcast at www.virtualshareholdermeeting.com/SWAV2024SM, where you will be also able to vote by following the procedures set forth in the enclosed proxy statement. Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. For purposes of attendance at the Company Stockholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Stockholders’ Meeting” or “present at the Company Stockholders’ Meeting” mean virtually present at the Company Stockholders’ Meeting. The Company Stockholders’ Meeting is being held for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated April 4, 2024, by and among Shockwave, Johnson & Johnson, a New Jersey corporation (“Parent”), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Shockwave (the “Merger”), with Shockwave surviving the Merger as a wholly owned subsidiary of Parent (such proposal, the “Merger Proposal”);

2. To consider and vote on the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (such proposal, the “Compensation Proposal”); and

3. To consider and vote on a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting (such proposal, the “Adjournment Proposal”).

The enclosed proxy statement provides detailed information about the Company Stockholders’ Meeting, the Merger Agreement and the Merger. A summary of the Merger Agreement is included in the proxy statement under the captions “The Merger” and “The Merger Agreement” beginning on page 34, and a copy of the Merger Agreement is attached to the proxy statement as Annex A, each of which are incorporated by reference into this notice.

Only Shockwave stockholders of record as of the close of business on April 22, 2024 are entitled to notice of the Company Stockholders’ Meeting and to vote at the Company Stockholders’ Meeting or any adjournment, postponement or other delay thereof.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

The Shockwave Board recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Company Stockholders’ Meeting virtually, please vote as promptly as possible. If you are a stockholder of record, please sign, date and return, as promptly as possible, the enclosed

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

Under the General Corporation Law of the State of Delaware (the “DGCL”), any Shockwave stockholder who does not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of our common stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if such stockholder strictly complies with the procedures set forth in Section 262 of the DGCL. These procedures are summarized in the proxy statement under the caption “Appraisal Rights” beginning on page 6. In addition, a copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE COMPANY STOCKHOLDERS’ MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE. You may revoke your proxy or change your vote at any time before it is voted at the Company Stockholders’ Meeting.

If you are a stockholder of record, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card.

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

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

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

If you fail to submit your proxy or voting instructions, or to attend the Company Stockholders’ Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Company Stockholders’ Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

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

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

Banks, Brokerage Firms and Stockholders, please call toll free: (855) 928-4486

Email: swav@allianceadvisors.com

TABLE OF CONTENTS

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THE COMPANY STOCKHOLDERS’ MEETING

The enclosed proxy is solicited on behalf of the Shockwave Board for use at the Company Stockholders’ Meeting.

Date, Time and Place

We will hold the Company Stockholders’ Meeting on May 29, 2024, at 9:00 AM, Pacific time (unless the Company Stockholders’ Meeting is adjourned or postponed). You can virtually attend, and vote in the Company Stockholders’ Meeting by accessing a virtual live website using the Internet at www.virtualshareholdermeeting.com/SWAV2024SM. Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. If you are a stockholder of record, instructions on how to attend and participate online are provided on the proxy card. If you are a beneficial owner and hold your shares of our common stock in “street name” through a bank, broker or other nominee, you will need to contact the broker, bank or other nominee that holds your shares of our common stock to obtain your control number in order to vote on the Company Stockholders’ Meeting website. Otherwise, you may participate as a “Guest,” but you may not vote at the Company Stockholders’ Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee. We expect check-in to be available starting around 8:45 AM, Pacific time, on the day of the Company Stockholders’ Meeting, May 29, 2024, and you should allow ample time for online check-in proceedings. We will have technicians standing by and ready to assist you with any technical difficulties you may have in accessing the virtual live webcast. If you encounter any difficulties accessing the virtual live webcast during the check-in or meeting time, please call the support team pursuant to the instructions provided on the virtual meeting website.

Purpose of the Company Stockholders’ Meeting

At the Company Stockholders’ Meeting, we will ask stockholders to vote to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Company Stockholders’ Meeting and to vote at the Company Stockholders’ Meeting. As of the Record Date, there were 37,507,733 shares of our common stock outstanding and entitled to vote at the Company Stockholders’ Meeting. A complete list of registered stockholders as of the close of business on the Record Date will be available for inspection during ordinary business hours by stockholders of record ten days prior to the Company Stockholders’ Meeting at our principal business offices at 5403 Betsy Ross Drive, Santa Clara, CA 95054.

The stockholders holding at least a majority of the total voting power of all outstanding shares of our common stock present at the Company Stockholders’ Meeting virtually via the virtual meeting website or represented by proxy and entitled to vote thereat will constitute a quorum at the Company Stockholders’ Meeting. In the event that a quorum is not present at the Company Stockholders’ Meeting, it is expected that the meeting will be adjourned to solicit additional votes.

Votes Required; Abstentions and Broker Non-Votes

Each Shockwave stockholder will be entitled to one vote for each share of our common stock that such stockholder owns at the close of business on the Record Date on each proposal to be acted upon at the Company Stockholders’ Meeting. The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the Record Date. As of the Record Date, 18,753,867 votes constitute a majority of the outstanding shares of our common stock entitled to vote on the Merger Proposal. Shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal. Approval of the Merger Proposal by our stockholders is a condition to the closing of the Transactions.

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The approval of the Compensation Proposal requires that the affirmative vote of a majority of the total votes cast at the Company Stockholders’ Meeting virtually via the virtual meeting website or represented by proxy and entitled to vote thereon are voted “FOR” the proposal. Accordingly, shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Compensation Proposal (assuming a quorum is present). Abstentions will also have no effect on the Compensation Proposal (assuming a quorum is present).

The approval of the Adjournment Proposal, if necessary or appropriate, requires that the affirmative vote of a majority of the total votes cast at the Company Stockholders’ Meeting virtually via the virtual meeting website or represented by proxy and entitled to vote thereon are voted “FOR” the proposal. Accordingly, shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Adjournment Proposal (assuming a quorum is present). Abstentions will also have no effect on the Adjournment Proposal (assuming a quorum is present).

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

If you hold shares of our common stock in “street name,” the failure to instruct your broker on how to vote your shares of our common stock will have the same effect as a vote “AGAINST” the Merger Proposal but, assuming a quorum is present at the Company Stockholders’ Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal. Shockwave does not expect any broker non-votes at the Company Stockholders’ Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Company Stockholders’ Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of our common stock at the Company Stockholders’ Meeting without receiving instructions.

Shares of our Common Stock Held by Shockwave’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 455,016 shares of our common stock, representing approximately 1.2% of the shares of our common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our common stock: (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Voting and Proxies

If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Computershare, our transfer agent), there are four ways to vote:

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You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of our common stock according to your directions.

Voting instructions are included on your proxy card. All shares of our common stock represented by properly signed and dated proxies received in time for the Company Stockholders’ Meeting will be voted at the Company Stockholders’ Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

If you are a beneficial owner and your shares of our common stock are held in “street name” through a bank, broker or other nominee, you may vote:

If you do not return your bank’s, broker’s or other nominee’s voting instruction form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Company Stockholders’ Meeting and vote online with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Proposal, but, assuming a quorum is present at the Company Stockholders’ Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Even if you plan to attend the Company Stockholders’ Meeting virtually, you are strongly encouraged to vote your shares of our common stock in advance of the meeting. If you are a record holder or if you obtain a “legal proxy” to vote your shares of our common stock that you beneficially own, you may still vote your shares of our common stock online at the Company Stockholders’ Meeting even if you have previously voted by proxy. If you are present at the Company Stockholders’ Meeting virtually and vote online during the Company Stockholders’ Meeting, your vote will revoke any proxy that you have previously submitted.

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Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Company Stockholders’ Meeting by:

If you have submitted a proxy, your appearance at the Company Stockholders’ Meeting virtually, in the absence of voting online during the Company Stockholders’ Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you are a beneficial owner and hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote online at the Company Stockholders’ Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Company Stockholders’ Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Company Stockholders’ Meeting as adjourned, postponed or delayed.

Shockwave Board Recommendation

The Shockwave Board, after careful consideration, including considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Shockwave Board and Reasons for the Merger,” has (1) determined that it is in the best interests of Shockwave and its stockholders, and declared it advisable, for Shockwave to enter into the Merger Agreement and consummate the Transactions, (2) approved the execution and delivery by Shockwave of the Merger Agreement, the performance by Shockwave of its covenants and agreements contained therein and the consummation of the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (3) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that all of the Shockwave stockholders adopt the Merger Agreement and (4) directed that the Merger Agreement and the Transactions be submitted to the Shockwave stockholders for approval and adoption thereby.

The Shockwave Board recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Shockwave. We have retained Alliance Advisors, LLC, a proxy solicitation firm, to solicit proxies in connection with the Company Stockholders’ Meeting at a cost of approximately $17,500, plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial

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owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated by mid-year 2024.

Appraisal Rights

If the Merger is completed and you comply fully with the requirements of Section 262 of the DGCL (“Section 262”), you will be entitled to have your shares of our common stock appraised by the Delaware Court of Chancery and to receive, in lieu of the Merger Consideration, payment in cash of the amount determined by the Delaware Court of Chancery to be the “fair value” of your shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value as determined by the Delaware Court of Chancery. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

You should be aware that the fair value of your shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the Merger Consideration.

Stockholders wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

A beneficial owner (as defined in Section 262 of the DGCL) may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the statutory procedures and requirements set forth in Section 262 of the DGCL.

Your failure to strictly comply with the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger — Appraisal Rights,” and Section 262, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

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Other Matters

At this time, we know of no other matters to be voted on at the Company Stockholders’ Meeting. If any other matters properly come before the Company Stockholders’ Meeting, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 29, 2024

The proxy statement is available at https://ir.shockwavemedical.com/financial-information/sec-filings.

Householding of Company Stockholders’ Meeting Materials

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

We will promptly deliver a separate copy of these proxy materials to any stockholder upon request submitted in writing to us at our principal offices at 5403 Betsy Ross Drive Santa Clara, California 95054 Attn: Investor Relations. You may also orally submit your request by calling (510) 279-4262.

If two or more stockholders sharing the same address are currently receiving multiple copies of proxy materials and would like to receive only one copy for their household, the stockholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

Questions and Additional Information

If you have any questions concerning the Merger, the Company Stockholders’ Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

Banks, Brokerage Firms and Stockholders, please call toll free: (855) 928-4486

Email: swav@allianceadvisors.com

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Shockwave, and Shockwave will become a wholly owned subsidiary of Parent.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote in favor of this Merger Proposal by the holders of a majority of the total outstanding shares of our common stock as of the Record Date. If you abstain from voting, fail to cast your vote (online during the Company Stockholders’ Meeting or by proxy), or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the Merger Proposal.

The Shockwave Board recommends that you vote “FOR” this proposal.

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PROPOSAL 2: COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER

In accordance with Section 14A of the Exchange Act, we are asking you to approve a proposal to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to our named executive officers in connection with the proposed Merger. For more detailed information regarding these amounts, please see the section captioned “The Merger — Quantification of Potential Payments and Benefits to our Named Executive Officers” and the accompanying footnotes and related narrative disclosure. As required by those rules, we are asking our stockholders to adopt the following resolution:

RESOLVED, that the stockholders of Shockwave hereby APPROVE, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Shockwave’s named executive officers in connection with the Merger, in each case pursuant to Item 402(t) of Regulation S-K, described in the table in the section captioned “The Merger — Quantification of Potential Payments and Benefits to our Named Executive Officers” and the accompanying footnotes and related narrative discussion.

Effect of Advisory Vote

The vote on this proposal is a vote separate from the votes on the proposal to adopt the Merger Agreement and the proposal to approve adjournment of the virtual special meeting. Accordingly, you may vote to approve either of the other proposals and vote not to approve this proposal, and vice versa. Approval of this proposal is not a condition to completion of the Merger.

Because the vote on this proposal is only advisory in nature, it will not be binding on either Shockwave or Parent, regardless of whether the proposed Merger is completed. Accordingly, since the compensation described herein is contractual with respect to our named executive officers, regardless of the outcome of this advisory vote, such compensation will be payable, subject only to the conditions applicable thereto, if the proposed Merger is completed.

The Shockwave Board recommends that you vote “FOR” this proposal.

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PROPOSAL 3: ADJOURNMENT OF THE COMPANY STOCKHOLDERS’ MEETING

We are asking you to approve a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting. If stockholders approve this Adjournment Proposal, we could adjourn the Company Stockholders’ Meeting and any adjourned session of the Company Stockholders’ Meeting and use the additional time to solicit additional votes, including proxies from stockholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Company Stockholders’ Meeting without a vote on the approval of the Merger Proposal and seek to convince the stockholders of those shares of our common stock to change their votes to votes in favor of approval of the Merger Proposal. Additionally, we could seek to adjourn the Company Stockholders’ Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Company Stockholders’ Meeting.

We do not anticipate calling a vote on this proposal if the Merger Proposal is approved by a majority of the outstanding shares of our common stock as of the Record Date.

The Shockwave Board recommends that you vote “FOR” this proposal.

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THE MERGER

This discussion of the Merger Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A, which is incorporated into this proxy statement by reference. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Parties Involved in the Merger

Shockwave Medical, Inc.

5403 Betsy Ross Drive

Santa Clara, California 95054

(510) 279-4262

Shockwave is a medical device company focused on developing and commercializing novel technologies that transform the care of patients with cardiovascular disease. Shockwave aims to establish a new standard of care for the treatment of calcified cardiovascular disease (“atherosclerosis”) through its differentiated and proprietary local delivery of sonic pressure waves, which is referred to as intravascular lithotripsy (“IVL”). Shockwave’s IVL system (our “IVL System”), which leverages Shockwave’s IVL technology (our “IVL Technology”), is a minimally invasive, easy-to-use, and safe way to improve outcomes for patients with calcified cardiovascular disease. Additionally, Shockwave aims to transform the standard of care for patients suffering from refractory angina with our coronary sinus reducer (the “Reducer”) technology, an innovative technology that creates a permanent, controlled narrowing of the coronary sinus.

Shockwave’s principal executive offices are located at 5403 Betsy Ross Drive Santa Clara, California 95054, and its telephone number is (510) 279-4262. Shockwave maintains a website at www.shockwavemedical.com. Information included on or accessible through Shockwave’s website does not constitute a part of this proxy statement and, therefore, is not incorporated herein by reference.

Shockwave’s common stock is listed on Nasdaq under the symbol “SWAV.”

Johnson & Johnson

One Johnson & Johnson Plaza

New Brunswick, New Jersey 08933

(732) 524-0400

Parent is a holding company, with operating companies conducting business in virtually all countries of the world. Parent’s primary focus is products related to human health and well-being. Parent and its subsidiaries have approximately 134,400 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

Parent’s principal executive offices are located at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, and its telephone number is (732) 524-0400. Parent maintains a website at www.jnj.com. Information included on or accessible through Parent’s website does not constitute a part of this proxy statement and, therefore, is not incorporated herein by reference.

Parent’s common stock, par value $1.00, is listed on the New York Stock Exchange under the symbol “JNJ.”

Sweep Merger Sub, Inc.

One Johnson & Johnson Plaza

New Brunswick, New Jersey 08933

(732) 524-0400

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Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed solely for the purpose of entering into a merger agreement and consummating the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with its formation, the maintenance of its existence and the transactions contemplated by the Merger Agreement. Upon the consummation of the transactions contemplated by the Merger Agreement, Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, and its telephone number is (732) 524-0400.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Shockwave, and Shockwave will continue as the Surviving Corporation and a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from Nasdaq and will be deregistered under the Exchange Act, and Shockwave will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing and acceptance of the certificate of merger with the Secretary of State of the State of Delaware, or at such later date and time as is agreed upon in writing by the parties and specified in the certificate of merger.

Effect on Shockwave if the Merger is Not Completed

If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the Merger. Instead, Shockwave will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Shockwave operates and risks related to adverse economic conditions.

Upon termination of the Merger Agreement under specified circumstances, Shockwave will be required to pay Parent a termination fee of $448,000,000. For more information please see the section of this proxy statement captioned “The Merger Agreement — Termination Fee.”

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not completed, the Shockwave Board will continue to evaluate and review Shockwave’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Shockwave Board will be offered or that Shockwave’s business, prospects or results of operation will not be adversely impacted.

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Merger Consideration

At the Effective Time, each outstanding share of our common stock (other than the Excluded Shares and the Dissenting Shares) will be converted into the right to receive the Merger Consideration, without interest and subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly demand, and do not subsequently withdraw, fail to perfect, or lose, their appraisal rights will have the right to receive a payment for the “fair value” of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned “— Appraisal Rights”).

Background of the Merger

The following is a summary of events, meetings and discussions that are relevant to the decision of the Shockwave Board to approve the Merger Agreement and recommend that Shockwave stockholders adopt the Merger Agreement.

From time to time, Shockwave’s executives speak with executives of other medical technology companies regarding their respective businesses and industry developments. These conversations included a discussion with Parent in January 2023 regarding potential strategic relationships between Shockwave and Parent, during which discussions Parent did not make a proposal to Shockwave with respect to any transaction. In addition, in February 2023, at an industry conference, Douglas Godshall, Shockwave’s President and Chief Executive Officer, spoke with executives of a medical technology company (“Company A”) about the strategic landscape in their industry, during which discussions such Company A executives expressed views about Company A’s near-term capital deployment priorities. Mr. Godshall interpreted this discussion to mean Company A would not prioritize pursuing large-scale acquisitions in the near-term.

On March 27, 2023, the Chairman and Chief Executive Officer of another medical technology company (“Company B”) met with Mr. Godshall and stated Company B’s interest in acquiring Shockwave, proposed an acquisition price of $260 per share to be paid in a mix of cash and Company B stock, and stated that a written indication of interest would be forthcoming.

Later on March 27, 2023, Company B delivered a written non-binding indication of interest proposing an acquisition of Shockwave at a value of $260 per share, to be paid half in cash and half in Company B common stock based on a fixed exchange ratio over a specified measurement period. The letter stated that Company B’s proposal would not be subject to any financing contingency.

Over the next few days, Mr. Godshall informed each member of the Shockwave Board of Company B’s proposal and scheduled a Shockwave Board meeting to be held on April 1, 2023.

On April 1, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of Perella Weinberg Partners LP (“PWP”), Shockwave’s financial advisor, and Fenwick & West LLP (“Fenwick”), Shockwave’s outside counsel, in attendance. Mr. Godshall reviewed with the Shockwave Board his discussions with representatives of Company B, as well as the prior conversations he had had with representatives of Parent and Company A. A representative of Fenwick reviewed with the Shockwave Board their fiduciary duties in considering a strategic business combination transaction. At the request of the Shockwave Board, representatives of PWP provided a preliminary financial analysis of Company B’s proposal. Following discussion, the Shockwave Board determined and directed Mr. Godshall to inform Company B that its $260 per share proposal was not sufficient for the Shockwave Board to transact but that Shockwave would be willing to provide a management presentation to Company B to provide additional information to inform whether Company B would be willing to increase its proposal. The Shockwave Board also directed Fenwick to speak with Company B’s regulatory counsel regarding

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the potential issues that could arise in the regulatory review of a business combination of Shockwave and Company B.

On April 2, 2023, Mr. Godshall spoke with Company B’s Chairman and Chief Executive Officer, and informed him the Shockwave Board had determined that its $260 per share proposal was not sufficient for the Shockwave Board to transact but that Shockwave would be willing to provide a management presentation to Company B to provide additional information to inform whether Company B would be willing to increase its proposal as well as to request that the companies’ respective regulatory counsel meet to discuss the potential issues that could arise in the regulatory review of a business combination of Shockwave and Company B.

On April 3, 2023, Shockwave and Company B executed a mutual non-disclosure agreement that included a customary standstill provision applicable to Company B, which standstill would not prevent Company B from making a private communication to the Shockwave Board and would terminate upon Shockwave’s entry into a definitive acquisition agreement and certain other events.

On April 4, 2023, Mr. Godshall, Isaac Zacharias, Shockwave’s President and Chief Commercial Officer, and Dan Puckett, Shockwave’s former Chief Financial Officer, provided a management presentation to executives of Company B.

Also on April 4, 2023, Hajime Tada, Shockwave’s General Counsel, and regulatory counsel from Fenwick met with a Senior Corporate Counsel of Company B and its outside regulatory counsel to discuss potential issues that could arise in the regulatory review of a business combination of Shockwave and Company B.

On April 5, 2023, Company B delivered a written non-binding indication of interest proposing an acquisition of Shockwave at a value of $270 per share, to be paid half in cash and half in Company B common stock based on a fixed exchange ratio over a specified measurement period. The letter stated that Company B’s proposal would not be subject to any financing contingency.

On April 6, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance. At the request of the Shockwave Board, representatives of PWP provided a preliminary financial analysis of Company B’s $270 per share proposal. A representative of Fenwick discussed the potential regulatory review of a potential transaction with Company B. Following discussion, the Shockwave Board determined and directed Mr. Godshall to inform Company B that its $270 per share proposal was not sufficient for the Shockwave Board to transact, and that Company B would need to clarify the contractual commitments it would be willing to make regarding achieving regulatory clearance of the transaction as well as provide a significant reverse termination fee to be paid to Shockwave in the event the transaction was not consummated due to the failure to achieve required regulatory clearances. The Shockwave Board also determined that, if Company B’s response was favorable, Shockwave should contact Parent to inform it that Shockwave had received an acquisition proposal that it was seriously considering. The Shockwave Board also discussed with Shockwave management and representatives of PWP whether to similarly inform Company A, taking into account Company A’s need to obtain new outside financing in order to make a proposal competitive with Company B’s proposal and the resulting increased risk of a leak regarding a potential acquisition involving Shockwave which could disrupt a transaction with Company B. The Shockwave Board also discussed with Shockwave management and representatives of PWP the comments made by Company A executives to Mr. Godshall regarding Company A’s near-term capital deployment priorities, based on which the Shockwave Board determined that it would be unlikely that Company A would make an actionable acquisition proposal. Based on these considerations, the Shockwave Board determined not to contact Company A regarding its potential interest in an acquisition of Shockwave. Also on April 6, 2023, PWP provided to Shockwave PWP’s relationship disclosure letter, which was subsequently shared with the Shockwave Board.

Following the Shockwave Board meeting on April 6, 2023, Mr. Godshall called Company B’s Chairman and Chief Executive Officer and relayed the Shockwave Board’s direction that Company B’s $270 per share

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proposal was not sufficient for the Shockwave Board to transact and that Company B would need to clarify the commitments it was willing to make regarding achieving regulatory clearance of the transaction as well as provide a significant reverse termination fee in the event the transaction were not consummated due to the failure to achieve required regulatory clearances. Company B’s Chairman and Chief Executive Officer responded to Mr. Godshall that Company B would be willing to increase its proposal to $275 per share but would require that Shockwave agree to a period of exclusivity. Mr. Godshall stated that Shockwave would not enter into exclusivity on that basis.

On April 7, 2023, a senior business development executive of Company B spoke with Mr. Godshall and proposed an acquisition of Shockwave at a value of $275 per share, to be paid half in cash and half in Company B common stock based on a fixed exchange ratio over a specified measurement period. They also discussed the timeline and issues related to achieving required regulatory clearances for the transaction.

Later on April 7, 2023, a representative of Company B’s financial advisor called a representative of PWP to propose what it identified as Company B’s “best and final” proposal, providing for $275 per share, to be paid half in cash and half in Company B common stock, a $500 million reverse termination fee (representing approximately 4.7% of transaction equity value) to be paid to Shockwave in the event the transaction was not consummated due to the failure to achieve required regulatory clearances, and a $350 million termination fee (representing approximately 3.3% of transaction equity value) payable to Company B in the event the transaction was terminated by Shockwave in order to accept an unsolicited superior proposal and upon certain other customary triggering events.

Later on April 7, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance. At the Shockwave Board’s request, a representative of PWP provided a preliminary financial analysis of Company B’s $275 per share proposal. A representative of Fenwick discussed the potential regulatory timeline and risks presented by a potential transaction with Company B. Following discussion, the Shockwave Board determined Company B was not likely to further increase its total price proposal but that, because Company B common stock was an attractive form of consideration, Shockwave should request that the price be paid half in cash and half in Company B common stock. The Shockwave Board further determined that, in light of the regulatory risk associated with a transaction with Company B, Shockwave’s response should be focused on increasing the reverse termination fee over the period of the transaction’s pendency in order to motivate Company B to agree to take actions requested by regulatory authorities earlier in the review process. The Shockwave Board also determined that a $350 million termination fee (representing approximately 3.3% of transaction equity value) would not be preclusive of receiving a topping bid following announcement of a transaction and to accept such amount in order to focus the negotiation on the size of the reverse termination fee. The Shockwave Board directed Mr. Godshall to communicate the Shockwave Board’s positions to Company B. The Shockwave Board also determined that PWP, on behalf of Shockwave, should contact Parent to inform it that Shockwave had received an acquisition proposal that it was seriously considering. Also at this meeting, the Shockwave Board formally approved engaging PWP as Shockwave’s financial advisor with respect to a potential change in control transaction and the terms of its engagement. The Shockwave Board selected PWP due to its reputation and experience in the medical technology sector, its expertise and qualifications in transactions of this nature, and its deep familiarity with Shockwave.

Following the Shockwave Board meeting on April 7, 2023, Mr. Godshall had a series of discussions with executives of Company B, in which the parties ultimately aligned on a transaction providing for $275 per share, one half of which would be payable in cash and the remainder to be paid in shares of Company B’s common stock, with the exchange ratio for such Company B common stock to be fixed based on its trading price preceding the announcement of Company B’s first quarter financial results, a $350 million termination fee (approximately 3.3% of transaction equity value) and a reverse termination fee at an initial value of $500 million (approximately 4.7% of transaction equity value), that would increase to $700 million (approximately 6.0% of transaction equity value) if Company B extended the termination date of the merger agreement beyond 13 months.

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Also on April 7, 2023, at the direction of the Shockwave Board, a representative of PWP contacted Ashley McEvoy, the former Executive Vice President, Worldwide Chairman, MedTech, of Parent, to inform Parent that Shockwave had received an acquisition proposal that it was seriously considering, and Ms. McEvoy stated that Parent would consider whether it would be interested in exploring a transaction with Shockwave.

On April 8, 2023, at the direction of the Shockwave Board, the representative of PWP spoke with Ms. McEvoy regarding Parent’s review process regarding a potential transaction and sent her a draft mutual non-disclosure agreement containing a customary standstill provision applicable to Parent, which standstill would terminate upon Shockwave’s entry into a definitive acquisition agreement and certain other events.

On April 9, 2023, Fenwick sent to Company B’s outside legal counsel a proposed “clean team” confidentiality agreement to govern the treatment of competitively-sensitive due diligence information. The parties negotiated the terms of this agreement and executed it on April 10, 2024.

On April 10, 2023, Shockwave provided access to Company B and its advisors to an electronic data room containing Shockwave due diligence information. From April 12, 2023 through April 14, 2023, each of Company B and Shockwave and their respective advisors engaged in a series of due diligence and “reverse” due diligence discussions regarding aspects of each other’s businesses.

On April 11, 2023, the Centers for Medicare & Medicaid Services, referred to as CMS, issued a proposed rule to update Medicare fee-for-service payment rates and policies for inpatient hospitals and long-term care hospitals for fiscal year 2024 that provided new coverage codes specifically for Shockwave’s IVL products and payment levels that would be meaningfully higher than the pre-existing codes. These changes were not expected by Shockwave and were understood to likely provide a positive driver for sales of Shockwave’s products. Following the release of this news, the price of Shockwave’s common stock increased approximately 10%.

On April 12, 2023, Company B’s outside legal counsel sent Fenwick a draft merger agreement.

Also on April 12, 2023, Mr. Godshall spoke with the Chairman and Chief Executive Officer of Company B and informed him that due to the recent increase in the price of Shockwave’s common stock due to the favorable CMS reimbursement rule, he expected that the Shockwave Board would require a higher acquisition price than $275 per share.

On April 13, 2023, at the direction of the Shockwave Board, a representative of PWP spoke with Ms. McEvoy, who said Parent was continuing to evaluate Shockwave. The representative of PWP noted that the Shockwave Board had an upcoming meeting and that it would be helpful for the Shockwave Board to know if Parent intended to make an acquisition proposal to Shockwave.

On April 15, 2023, at the direction of the Shockwave Board, a representative of PWP followed up with Ms. McEvoy, who noted that Parent was still in the process of evaluating Shockwave.

On April 15, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance, at which the Shockwave Board discussed the status of due diligence and reverse due diligence activities with respect to Company B, the regulatory risk analysis of a transaction with Company B, and its view that the acquisition value in any acquisition transaction should reflect the higher intrinsic value of Shockwave resulting from the favorable reimbursement decision and its impact on the price of Shockwave’s common stock (the closing trading price of which was $259.84 per share as of April 14, 2023). The Shockwave Board also discussed the status of discussions with Parent. Following discussion, the Shockwave Board determined to have PWP request from Parent a specific acquisition proposal and directed Mr. Godshall to inform Company B that it would need to increase its proposed acquisition price above $275 per share and provide additional information to help inform the Shockwave Board’s assessment of the regulatory risk in the potential transaction.

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Following the Shockwave Board meeting on April 15, 2023, Mr. Godshall spoke with the Chairman and Chief Executive Officer of Company B and informed him that Company B would need to increase its proposed acquisition price above $275 per share and provide additional information to help inform the Shockwave Board’s assessment of the regulatory risk in the potential transaction.

On April 16, 2023, Fenwick sent to Company’s B’s outside legal counsel a revised merger agreement, which among other things, included enhanced commitments by Company B with respect to obtaining regulatory clearance of the potential transaction.

Also on April 16, 2023, at the direction of the Shockwave Board, a representative of PWP spoke with Ms. McEvoy and communicated the Shockwave Board’s request that, as Shockwave was nearing a decision of whether to proceed with a transaction with another party, if Parent wished to make an acquisition proposal, it was requested do so by April 19, 2023, and also offered to provide Parent with a confidential management presentation (subject to Parent signing the non-disclosure agreement that had been previously provided by Shockwave) in order to help inform Parent’s view of the value of Shockwave.

On April 17, 2023, the Chairman and Chief Executive Officer of Company B called Mr. Godshall to state that Company B would not increase its proposed acquisition price above $275 per share. On the same a day, a representative of Company B’s financial advisor contacted PWP to provide the same message.

On April 18, 2023, at the direction of the Shockwave Board, a representative of PWP spoke with Ms. McEvoy, who conveyed to him that Parent was continuing to evaluate a potential transaction with Shockwave and that she would update him once a decision was made.

On April 18, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance, at which Mr. Godshall updated the Shockwave Board on his discussion with the Chairman and Chief Executive Officer of Company B and the representative of PWP updated the Shockwave Board on his discussion with Ms. McEvoy. A representative of Fenwick reviewed with the Shockwave Board an updated regulatory risk analysis of a transaction with Company B as well as the currently open issues in the draft merger agreement. The Shockwave Board further discussed the relative merits and risks of an acquisition by Company B, a potential acquisition by Parent, and remaining independent as a standalone public company.

Later on April 18, 2023, Company B’s outside legal counsel sent to Fenwick a revised merger agreement.

On April 20, 2023, Parent informed Shockwave that due to other strategic priorities at Parent, Parent would not make an acquisition proposal to Shockwave in the current timeframe.

Also on April 20, 2023, representatives of Fenwick and Company B’s outside legal counsel negotiated unresolved points in the draft merger agreement. Later on April 20, 2023, Fenwick sent Company B’s outside legal counsel a revised merger agreement.

On April 21, 2023, a media report stated that Shockwave was in acquisition discussions. That day, the price of Shockwave’s common stock closed at $286.46 per share. Later that day, Mr. Godshall and the Chairman and Chief Executive Officer of Company B spoke, and he informed Mr. Godshall that notwithstanding the then-current price of Shockwave’s common stock, Company B would increase its offer to, but would not pay more than, $278 per share in combined cash and stock consideration.

Also on April 21, 2023, a senior business development executive of Company A contacted Mr. Godshall and a representative of PWP to state that Company A would be interested in pursuing a potential acquisition of Shockwave, that it would pay all-cash consideration, and that it was prepared to move forward quickly.

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Also on April 21, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance, at which the Shockwave Board discussed that Parent would not be making an acquisition proposal, the April 21, 2023 media report and its effect on the price of Shockwave’s common stock, the statement by the Company B Chairman and Chief Executive Officer that Company B would not transact at a price above $278, and the expressed interest of Company A in a potential acquisition of Shockwave. The Shockwave Board received a presentation from PWP including an updated preliminary financial analysis utilizing Shockwave’s financial projections that were updated by Shockwave management to reflect the increased reimbursement coverage as a result of the CMS rule, which the Shockwave Board approved for use by PWP in its financial analysis. Representatives of Fenwick reviewed with the Shockwave Board further analysis of the regulatory risk presented by a transaction with Company B as well as a preliminary assessment of the regulatory risk presented by a transaction with Company A. Following discussion, the Shockwave Board directed Mr. Godshall to respond to Company B that Shockwave’s valuation in a transaction needed to reflect the increased intrinsic value of Shockwave’s business (without regard to the separate effect of the media report) and that Shockwave would not transact at $278 per share if that was the highest price Company B was willing to pay. The Shockwave Board also instructed Shockwave’s management and PWP to engage with Company A, provide it with a confidential business update and access to diligence materials, and request from it a specific acquisition proposal.

Also on April 21, 2023, Shockwave and Company A executed a mutual non-disclosure agreement that included a customary standstill provision applicable to Company A, which standstill would not prevent Company A from making a private communication to the Shockwave Board and would terminate upon Shockwave’s entry into a definitive acquisition agreement and certain other events. Also on April 21, 2023, Shockwave management provided Company A personnel with a confidential business update, and Company A and its advisors were granted access to an electronic data room containing due diligence information on Shockwave.

On April 22, 2023, at the direction of the Shockwave Board, Mr. Godshall and a representative of PWP spoke with a senior business development executive of Company A, who expressed Company A’s strong interest in acquiring Shockwave and that it was conducting its due diligence to support making a proposal in the near term. The Company A executive requested that Mr. Godshall meet with Company A’s Chairman and Chief Executive Officer.

Also on April 22, 2023, Fenwick sent Company A’s outside legal counsel a draft “clean team” confidentiality agreement to govern the treatment of competitively-sensitive due diligence information.

On April 23, 2023, at the direction of the Shockwave Board, Mr. Godshall and a representative of PWP met with Company A’s Chairman and Chief Executive Officer and a Company A senior corporate development executive and discussed Shockwave’s business. During this meeting, the Company A executives stated Company A’s strong interest in pursuing an acquisition of Shockwave.

Later on April 23, 2023, Mr. Godshall and the Chairman and Chief Executive Officer of Company B spoke and agreed that Shockwave and Company B would suspend discussions regarding a potential acquisition.

On April 24, 2023, Shockwave and Company A finalized and executed the clean team confidentiality agreement.

From April 23, 2023 through April 25, 2023, personnel from Shockwave and Company A held a series of due diligence sessions regarding various aspects of Shockwave’s business.

On April 26, 2023, Ms. McEvoy called Mr. Godshall to express that Parent could have interest in a potential transaction with Shockwave in the future, but reiterated that, due to other strategic priorities at Parent, it would not make an acquisition proposal at such time.

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On April 26, 2023, the senior corporate development executive of Company A spoke with both Mr. Godshall and the representative of PWP to update them on Company A’s internal transaction review process and that Company A expected to be in a position to potentially provide a firm proposal by April 29, 2023.

On April 29, 2023, the Shockwave Board held a meeting, with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick in attendance, at which Mr. Godshall updated the Shockwave Board that discussions with Company B had been discontinued as there appeared to be no means to bridge the parties’ respective positions on acquisition value and that Parent would not be in position to transact in the near term. The Shockwave Board then reviewed with Shockwave management and PWP the status of the extensive due diligence completed by Company A and that an acquisition proposal was expected to be made by Company A in the near term. Representatives of Fenwick reviewed with the Shockwave Board a regulatory risk analysis and timeline of a potential transaction with Company A. The Shockwave Board then discussed the tactics of negotiating an acquisition proposal from Company A should one be made.

On April 30, 2023, the senior corporate development executive of Company A informed Mr. Godshall that Company A had determined not to make an acquisition proposal at such time.

On May 2, 2023, Mr. Godshall and the Chairman and Chief Executive Officer of Company B spoke and confirmed with each other that the gap regarding the price at which the companies would transact would not be resolved and the parties should discontinue discussions regarding an acquisition.

On May 3, 2023, Shockwave terminated data room access for each of Company A and Company B.

The following year, on March 5, 2024, Jennifer Kozak, Parent’s Vice President, New Business Development, MedTech, contacted Mr. Godshall to schedule a meeting between him and Joaquin Duato, the Chairman and Chief Executive Officer of Parent.

Later on March 5, 2024, Mr. Godshall informed Ray Larkin, the Chair of the Shockwave Board, of Parent’s outreach and his planned meeting with Mr. Duato.

On March 6, 2024, Ms. Kozak and Mr. Godshall spoke regarding the planned meeting between Mr. Godshall and Mr. Duato.

On March 8, 2024, Mr. Duato and Mr. Godshall met in New Brunswick, New Jersey. During their meeting, Mr. Duato expressed Parent’s interest in an acquisition of Shockwave and that Parent would be providing a specific proposal in the coming days.

Following his meeting with Mr. Duato on March 8, 2024, Mr. Godshall called Mr. Larkin to inform him of Parent’s interest in an acquisition of Shockwave.

On March 14, 2024, Mr. Duato called Mr. Godshall to propose an acquisition of Shockwave for $320 per share in cash. Following this call, Parent delivered a written non-binding indication of interest for an all-cash acquisition at $320 per share. The proposal indicated that the transaction would be financed with Parent’s cash on hand and from readily accessible funding sources and that closing would not be subject to any financing contingency. The proposal also stated that it was Parent’s expectation that the process of completing its due diligence review and negotiating a definitive agreement could be completed within four weeks and should be conducted on a “bi-lateral basis.”

On March 16, 2024, the Shockwave Board met, with members of Shockwave’s senior management present, as well as, at the invitation of the Shockwave Board, representatives of PWP and Fenwick. A representative of Fenwick reviewed the Shockwave Board’s fiduciary duties in the context of considering a potential strategic

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acquisition transaction. Members of Shockwave management reviewed with the Shockwave Board an updated long-range financial plan, which following discussion, the Shockwave Board approved for use in the strategic process and by PWP for purposes of its preliminary financial analysis of Shockwave, as more fully described in the section entitled “— Certain Financial Projections.” At the request of the Shockwave Board, representatives of PWP reviewed with the Shockwave Board a preliminary financial analysis of Shockwave and Parent’s proposal, Parent’s bidding tactics in its prior acquisitions, and other companies (including Company A and Company B) that could have the strategic interest to make an acquisition proposal to Shockwave and their financial ability to provide offers competitive with Parent’s proposal. A representative of Fenwick provided the Shockwave Board with a preliminary analysis of the regulatory landscape presented by an acquisition of Shockwave by Parent. The Shockwave Board discussed Parent’s proposal, and determined that Shockwave’s value was more likely to be optimized by seeking to improve Parent’s offer and using the promise of engaging exclusively with Parent to do so rather than soliciting bids from other companies in light of Shockwave’s experience during the 2023 stage of the strategic process with Company A and Company B, that process having become public, PWP’s financial “ability to pay” analysis regarding such other potential parties, including Company A and Company B, and that a definitive acquisition agreement with Parent would include a “fiduciary out” termination right for Shockwave to be able to negotiate and enter into an unsolicited superior acquisition transaction should one be proposed following execution of a definitive agreement upon payment of a reasonable termination fee to Parent. The Shockwave Board authorized Shockwave management to make a counterproposal to Parent at either $345 or $350 per share in cash in management’s discretion, and if the price finally agreed with Parent was at least $330 per share in cash, the Shockwave Board would be willing to move forward with such transaction, and that at a price of $330 per share or higher, management was authorized to grant Parent up to 30 days of exclusivity.

On March 18, 2024, Mr. Godshall and Mr. Duato spoke by telephone. Mr. Godshall proposed an acquisition price of $350 per share in cash. Mr. Duato said Parent would consider this counterproposal and asked whether Shockwave’s transaction process would be “bi-lateral” with Parent, to which Mr. Godshall replied that at an acquisition value of $320 per share Shockwave’s process would not be “bi-lateral.”

On March 19, 2024, Mr. Godshall and Mr. Duato spoke by telephone. Mr. Duato proposed $335 per share in cash as Parent’s “final” acquisition offer and stated it was predicated on Shockwave granting Parent 30 days of exclusivity. Following the call, Parent sent a written non-binding indication of interest proposing an all-cash acquisition of all of the outstanding equity interests of Shockwave at a price of $335 per share. The letter indicated that the transaction would be financed with Parent’s cash on hand and from readily accessible funding sources and that closing would not be subject to any financing contingency. The proposal also stated that it was predicated on Shockwave granting Parent a period of 30 days of exclusivity. The letter was accompanied by a draft exclusivity agreement and a draft non-disclosure agreement, which included a customary standstill provision applicable to Parent, which standstill would terminate upon Shockwave’s entry into a definitive acquisition agreement and certain other events.

Later on March 19, 2024, following receipt of Parent’s increased proposal, Mr. Godshall spoke with Mr. Larkin and a representative of Fenwick and confirmed with each of them that the Shockwave Board’s March 16, 2024 authorization was sufficient to permit Shockwave to enter into a period of exclusivity, and each of them agreed.

Following such discussions, on March 19, 2024, Mr. Godshall called Mr. Duato, and confirmed that the Shockwave Board had authorized moving forward with a transaction at $335 per share, and granting Parent a period of exclusivity, which he proposed would expire on April 15, 2024, a period shorter than the 30 days initially requested by Parent.

Later on March 19, 2024, Fenwick sent revised versions of the exclusivity agreement and non-disclosure agreement to Parent. Among other things, the revised exclusivity agreement provided for expiration on April 15, 2024 and immediate termination of exclusivity in the event that Parent proposed to reduce the acquisition price below $335 per share.

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On March 20, 2024, Parent agreed to Fenwick’s changes to the exclusivity agreement, and Fenwick and Freshfields Bruckhaus Deringer LLP (“Freshfields”), Parent’s outside counsel, negotiated and finalized the terms of the non-disclosure agreement. Both agreements were then executed by the parties on March 20, 2024.

On March 22, 2024, the Shockwave Board held a meeting with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick present, at which the Shockwave Board reviewed with Mr. Godshall the course of the price negotiations with Parent, reviewed a preliminary financial analysis by PWP of Shockwave and Parent’s proposal of $335 price per share, and discussed the planned workstreams on the transaction. Following discussion, consistent with its authorization on March 16, 2024, the Shockwave Board confirmed its satisfaction with an acquisition price of $335 per share and directed Shockwave management to continue working to provide due diligence to Parent and negotiate a definitive acquisition agreement for the Shockwave Board’s review and consideration.

Later on March 22, 2024, Shockwave provided Parent and its advisors with access to an electronic data room containing due diligence information regarding Shockwave.

On March 24, 2024, Mr. Godshall, Mr. Zacharias, Renee Gaeta, Shockwave’s Chief Financial Officer, and Trinh Phung, Shockwave’s Senior Vice President, Finance, had a meeting with Mr. Duato, Joseph Wolk, Parent’s Executive Vice President and Chief Financial Officer, Tim Schmid, Parent’s Executive Vice President and Worldwide Chairman, MedTech, Michael Bodner, Parent’s Global Head of Heart Recovery, and Ms. Kozak, at Fenwick’s offices in Mountain View, California at which the Shockwave executives provided a management presentation on Shockwave’s business.

On March 25, 2024, Freshfields sent to Fenwick a draft merger agreement, which, among other things, contained customary provisions regarding non-solicitation of alternative transactions and providing for Shockwave’s ability to provide diligence to, and negotiate the terms of an agreement with, a party making an unsolicited proposal for a superior transaction, which draft did not specify a proposed amount for the termination fee to be paid by Shockwave to Parent in the event Shockwave terminated the merger agreement to accept a superior proposal and certain other customary events.

On March 26, 2024, a media report stated that Shockwave and Parent were in acquisition discussions (the “Media Report”). That day, the closing price for shares of Shockwave’s common stock was $316.07 per share, an increase of approximately 10% over the closing price for Shockwave’s common stock on March 25, 2024 (the “Unaffected Share Price Date”).

Following the media report on March 26, 2024, Mr. Godshall and Mr. Duato spoke, and reiterated their respective companies’ continued commitment to the transaction.

Also on March 26, 2024, Fenwick sent to Freshfields proposed revisions to the draft merger agreement, which draft also did not specify a proposed amount for the termination fee.

From March 28 through April 3, 2024, representatives of Shockwave and Parent engaged in a series of due diligence meetings covering various aspects of Shockwave’s business and operations.

On March 28, 2024, Freshfields sent to Fenwick a revised draft of the merger agreement which, among other terms, proposed a termination fee equal to 3.25% of transaction equity value.

On March 29, 2024, the Shockwave Board held a meeting with members of senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick present, at which the Shockwave Board reviewed with Shockwave management the status of due diligence activities and reviewed with Fenwick the transaction terms reflected in the merger agreement and the current status of the negotiations on open points in the draft merger agreement.

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On March 30, 2024, representatives of Fenwick and Freshfields discussed open issues in the draft merger agreement. Following such discussion, Fenwick sent to Freshfields a revised draft of the merger agreement which, among other terms, proposed a termination fee equal to 2.75% of transaction equity value, as a well as a draft of the Shockwave disclosure letter to the merger agreement.

On each of March 31 and April 1, 2024, Mr. Godshall spoke with executives of Parent regarding the transaction and integration planning.

On April 1, 2024, Freshfields sent to Fenwick a revised draft of the merger agreement which, among other terms, proposed a termination fee equal to 3.15% of transaction equity value.

On April 2, 2024, Freshfields sent to Fenwick proposed revisions to the Shockwave disclosure letter. Also on April 2, 2024, representatives of Fenwick and Freshfields discussed open issues in the merger agreement. Following such discussion, Fenwick sent to Freshfields a revised draft of the merger agreement which, among other terms, accepted a termination fee equal to 3.15% of transaction equity value.

Also on April 2, 2024, Parent sent to Mr. Zacharias and Patrick Stephens, Shockwave’s Senior Vice President, Research & Development, proposed retention agreements for each of them to become effective upon the closing of the merger as more fully described in the section entitled “—Interests of Shockwave’s Directors and Executive Officers in the Merger.” No discussions or commitments for post-closing employment or compensation with respect to Mr. Zacharias, Mr. Stephens or any other members of Shockwave’s management were held or made by Parent prior to such time. No Shockwave executives other than Mr. Zacharias and Mr. Stephens were presented with proposed terms regarding their post-closing employment with Parent or Shockwave.

On April 3, 2024, Fenwick sent to Freshfields a revised draft of the Shockwave disclosure letter. Also on April 3, Parent and Messrs. Zacharias and Stephens finalized the terms of their retention agreements.

On April 4, 2024, Fenwick and Freshfields finalized the merger agreement and the disclosure letter delivered by each of Shockwave and Parent.

On April 4, 2024, the Shockwave Board held a meeting with members of Shockwave’s senior management and, at the invitation of the Shockwave Board, representatives of PWP and Fenwick present. Representatives of Fenwick reviewed with the Shockwave Board the terms of the draft merger agreement, the final execution version of which had been previously distributed to the members of the Shockwave Board, along with the certificate of incorporation for the surviving company in the Merger and a substantially final version of the disclosure letter to be delivered by Shockwave. A representative of Fenwick noted that PWP had provided Shockwave with an updated relationship disclosure letter, dated April 1, 2024, which was shared with the Shockwave Board prior to the meeting. At the request of the Shockwave Board, representatives of PWP reviewed with the Shockwave Board PWP’s financial analysis of the transaction, and rendered to the Shockwave Board its oral opinion, subsequently confirmed by delivery of a written opinion dated April 4, 2024, that, as of such date and based upon and subject to, among other things, the various assumptions and limitations set forth in its opinion, the Merger Consideration of $335 per share to be paid to the holders of shares of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “— Opinion of Shockwave’s Financial Advisor — Perella Weinberg Partners LP.” The written opinion rendered by PWP to the Shockwave Board is attached to this proxy statement as Annex B. Following additional discussion and consideration of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, the Shockwave Board determined that it is in the best interests of Shockwave and its stockholders, and declared it advisable, for Shockwave to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement, approved the execution and delivery by Shockwave of the Merger Agreement, the performance by Shockwave of its covenants and agreements

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contained in the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained in the Merger Agreement and subject to the other terms and conditions of the Merger Agreement, resolved to recommend that Shockwave’s stockholders adopt the Merger Agreement.

Later on April 4, 2024, Shockwave, Parent and Merger Sub executed the Merger Agreement, and Messrs. Zacharias and Stephens executed their retention agreements.

On April 5, 2024, prior to the opening of the financial markets, Shockwave and Parent issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Shockwave Board and Reasons for the Merger

Recommendation of the Shockwave Board

The Shockwave Board has (1) determined that it is in the best interests of Shockwave and its stockholders, and declared it advisable, for Shockwave to enter into the Merger Agreement and consummate the Transactions, (2) approved the execution and delivery by Shockwave of the Merger Agreement, the performance by Shockwave of its covenants and agreements contained therein and the consummation of the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (3) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that all of the Shockwave stockholders adopt the Merger Agreement and (4) directed that the Merger Agreement and the Transactions be submitted to the Shockwave stockholders for approval and adoption thereby.

The Shockwave Board recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the Transactions, including the Merger, the Shockwave Board consulted with our senior management, representatives of Fenwick, its outside legal counsel, and PWP, its financial advisor. In reaching their decision to approve the Merger Agreement, and in recommending that Shockwave’s stockholders vote in favor of the adoption of the Merger Agreement, the Shockwave Board considered numerous positive factors relating to the Merger Agreement, the Merger and the other Transactions, including the following material factors (which factors are not necessarily presented in order of relative importance):

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Other Terms of the Merger Agreement. The Shockwave Board considered other terms of the Merger Agreement, as more fully described in the section entitled “The Merger Agreement,” including:

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In the course of reaching the determinations and decisions and making the recommendation described above, the Shockwave Board, in consultation with Shockwave’s senior management, outside legal counsel and financial advisors, also considered the risks and potentially negative factors relating to the Merger Agreement, the Merger and the other Transactions, including the following material factors (which factors are not necessarily presented in order of relative importance):

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The Shockwave Board believed that, overall, the potential benefits of the Merger to Shockwave’s stockholders substantially outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the Shockwave Board contains the material factors considered by the Shockwave Board but is not in any way intended to be exhaustive. In light of the variety of

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factors considered in connection with its evaluation of the Merger, the Shockwave Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the Shockwave Board applied his or her own business judgment to the process and may have given different weight to different factors. The Shockwave Board did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. Rather, the Shockwave Board based its recommendation on the totality of the information presented.

Opinion of Shockwave’s Financial Advisor — Perella Weinberg Partners LP

Shockwave retained PWP to act as its financial advisor in connection with the Merger. The Shockwave Board selected PWP due to its reputation and experience in the medical technology sector, its expertise and qualifications in transactions of this nature, and its deep familiarity with Shockwave. PWP, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions and other transactions as well as for corporate and other purposes.

On April 4, 2024, at the request of the Shockwave Board, PWP rendered its oral opinion, subsequently confirmed in writing, to the Shockwave Board, that, as of the date of such opinion, and based upon and subject to, among other things, the various assumptions and limitations set forth therein, the Merger Consideration of $335.00 per share to be paid to the holders of our common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of PWP’s written opinion, dated April 4, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations described in the opinion, is attached hereto as Annex B and is incorporated by reference herein.

For purposes of rendering its opinion, PWP, among other things:

For purposes of its opinion, PWP assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other

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information provided to, discussed with or reviewed by it (including information that was available from public sources) and further relied upon the assurances of management of Shockwave that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. With respect to the Company Forecasts, PWP was advised by management of Shockwave and assumed, with the Shockwave Board’s consent, that the Company Forecasts had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Shockwave as to the future financial performance of Shockwave and the other matters covered thereby, and PWP expressed no view as to the reasonableness of the Company Forecasts or the assumptions on which they were based. See the section entitled “— Certain Financial Projections” for a description of the Company Forecasts.

PWP assumed that the final Merger Agreement would not differ from the draft of the Merger Agreement that it reviewed in any respect material to its analysis or opinion. PWP also assumed that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct in all respects material to its analysis and its opinion, (ii) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party in all respects material to its analysis and its opinion, and (iii) that the Merger would be consummated in a timely manner in accordance with the terms set forth in the Merger Agreement, without any modification, amendment, waiver or delay that would be material to its analysis or its opinion. In addition, PWP assumed that in connection with the receipt of all approvals and consents required in connection with the proposed Merger, no delays, limitations, conditions or restrictions would be imposed that would be material to its analysis.

PWP’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) of the Merger Consideration of $335.00 per share to be paid to such holders in the proposed Merger pursuant to the Merger Agreement. PWP was not asked to, and it did not, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, PWP expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Merger Consideration or otherwise. PWP did not express any opinion as to the fairness of the Merger to the holders of any other class of securities, creditors or other constituencies of Shockwave. Nor did PWP express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document. PWP’s opinion did not address any legal, tax, regulatory or accounting matters, as to which PWP understood Shockwave had received such advice as it deemed necessary from qualified professionals.

PWP’s opinion was for the information and assistance of the Shockwave Board in connection with, and for the purpose of its evaluation of, the Merger. PWP’s opinion is not intended to be and does not constitute a recommendation to any holder of Shockwave common stock as to how such holder should vote or otherwise act with respect to the proposed Merger or any other matter. PWP expressed no opinion as to the prices at which Shockwave common stock will trade at any time. In addition, PWP expressed no opinion as to the fairness of the Merger, or any consideration received in connection with the Merger by the holder of any other class of securities, creditors or other constituencies of Shockwave. PWP’s opinion was necessarily based on financial, economic, market, monetary and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Subsequent developments may affect PWP’s opinion and the assumptions used in preparing it, and PWP does not have any obligation to update, revise, or reaffirm its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by PWP and reviewed with the Shockwave Board in connection with PWP’s opinion and does not purport to be a complete description of the

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financial analyses performed by PWP. The order of analyses described below does not represent the relative importance or weight given to those analyses by PWP. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand PWP’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of PWP’s financial analyses.

For purposes of this section, “Unaffected Share Price” means the closing per share price of $287.23 of Shockwave common stock on March 25, 2024 (the last day prior to the publication of a Wall Street Journal article first reporting a potential sale of Shockwave), “Unaffected Share Price Date” means March 25, 2024 and “Last Trading Share Price” means the closing per share price of $320.72 of the Shockwave common stock on April 3, 2024 (the last closing price prior to PWP’s rendering of its opinion).

Selected Publicly Traded Company Comparison

PWP reviewed and compared certain financial information for Shockwave with corresponding financial information, ratios and public market multiples for nine publicly traded companies in the medical device industry with a market capitalization between $2.6 billion and $53.8 billion (the “Selected Publicly Traded Companies”). Although none of the Selected Publicly Traded Companies is identical to Shockwave, PWP selected these companies because they had publicly traded equity securities and were deemed to be similar to Shockwave in one or more respects, including operating in the medical device industry. PWP selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of the company and the similarity of the business lines to Shockwave’s lines of businesses, as well as the business models, service offerings and end-market exposures of such companies.

The results of certain aspects of PWP’s analysis with respect to the Selected Publicly Traded Companies are summarized in the following table:

For Shockwave and each of the Selected Publicly Traded Companies, PWP calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information, the Company Forecasts and Wall Street consensus third party research estimates from Capital IQ and FactSet.

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Based on the multiples of enterprise value (“EV”) to calendar year 2024 estimated (“2024E”) revenue and calendar year estimated 2025 (“2025E”) revenue described above, PWP’s analysis of the various Selected Publicly Traded Companies and on professional judgments made by PWP with respect to, among other things, the financial performance of Shockwave and the Selected Publicly Traded Companies, PWP (i) applied a range of multiples of 6.5x-12.5x to EV/2024E Revenue of Shockwave based on Wall Street consensus third party research estimates to derive a range of implied values from $157 per share to $296 per share, compared to the Unaffected Share Price of $287.23, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement, and (ii) applied a range of multiples of 5.5x-10.5x to EV/2025E Revenue of Shockwave based on Wall Street consensus third party research estimates to derive a range of implied values from $163 per share to $306 per share, compared to the Unaffected Share Price of $287.23, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement.

Although the Selected Publicly Traded Companies were used for comparison purposes, no business of any Selected Publicly Traded Company was either identical or directly comparable to Shockwave’s business. Accordingly, PWP’s comparison of the Selected Publicly Traded Companies and its analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly Traded Companies.

Selected Precedent Transaction Analysis

Using publicly available information, PWP reviewed the financial terms of selected precedent transactions (the “Selected Transactions”) involving companies that operated in, or were exposed to, the medical device industry. PWP selected these transactions in the exercise of its professional judgment and experience because PWP deemed them to be most similar in size, scope and impact on the industry to Shockwave or otherwise relevant to the Merger.

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For each of the Selected Transactions, PWP calculated and compared the resulting EV in the transaction as a multiple of last twelve months (“LTM”) revenue at the announcement of the transaction and next twelve months (“NTM”) revenues based on Wall Street consensus third party research estimates. The following table lists the Selected Transactions, transaction values (inclusive where applicable of the present value of future potential earnout payments as disclosed by parties to the transaction in publicly available filings) and summarizes the observed LTM EV/Revenue multiples and NTM EV/Revenue multiples.

PWP observed that the average and median LTM EV/Revenue multiples (based on transaction consideration payable upfront and the present value of certain earnout payments) for the Selected Transactions were 9.0x (and 9.5x inclusive of the referenced earnout payments) and 7.7x (and 9.4x inclusive of the referenced earnout payments), respectively, and that the average and median NTM EV/Revenue multiples (based on transaction consideration payable upfront and the present value of certain earnout payments) for the Selected Transactions were 8.0x (and 8.2x inclusive of the referenced earnout payments) and 7.7x (and 7.7x inclusive of the referenced earnout payments), respectively.

Based on the multiples of LTM EV/Revenue and NTM EV/Revenue described above, PWP’s analyses of the various Selected Transactions and on professional judgments made by PWP with respect to, among other things, the financial performance and competitive positioning of Shockwave and the target companies in the Selected Transactions, PWP (i) applied a range of multiples of 8.5x to 15.5x to Shockwave’s 2023 LTM EV/Revenue based on publicly filed financial statements and information provided by Shockwave management to derive a range of implied values of approximately $163 to $289 per share of Shockwave common stock and (ii) applied a range of multiples of 7.5x to 13.5x to Shockwave’s 2024 NTM EV/Revenue based on Wall Street consensus

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third party research estimates to derive a range of implied values of approximately $180 to $317 per share of Shockwave common stock. PWP compared these ranges to the Unaffected Share Price of $287.23 per share, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement.

Although the Selected Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them was either identical or directly comparable to the Merger or Shockwave.

Discounted Cash Flow Analysis

PWP conducted a discounted cash flow analysis for Shockwave based on the Company Forecasts to derive a range of implied enterprise values for Shockwave by:

PWP estimated the range of perpetuity growth rates utilizing its professional judgment and experience, taking into account market expectations regarding long-term real growth of gross domestic product and inflation.

PWP used discount rates ranging from 11.25% to 12.75%, which were derived from Shockwave’s weighted average cost of capital determined by the application of the capital asset pricing model based on PWP’s experience and professional judgment, and which took into account certain company-specific metrics, including Shockwave’s target capital structure, the cost of long-term debt, forecasted tax rate and predicted Barra beta, as well as certain financial metrics for the United States financial markets generally.

From the range of implied enterprise values, PWP derived a range of implied equity values for Shockwave. To calculate the implied equity value from the implied enterprise value, PWP added cash and cash equivalents and subtracted debt and non-operating liabilities (on a net basis), in each case as provided by Shockwave management. PWP calculated implied values per share by dividing the implied equity values by the applicable diluted shares (based upon the number of issued and outstanding shares, net in the money shares underlying the convertible facility, capped call, and other equity interests), based on information provided by Shockwave management, and using the treasury stock method for calculation of option dilution.

This analysis resulted in an implied per share equity value reference range for the Shockwave common stock of approximately $237 to $357 per share. PWP compared this range to the Unaffected Share Price of $287.23 per share, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement.

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Summary of Additional Reference Information

PWP observed the following additional information that was not considered part of PWP’s financial analysis with respect to its opinion, but which were noted as reference data for the Shockwave Board:

Historical Stock Trading

PWP reviewed the closing prices of the Shockwave common stock on the Nasdaq for the 52 weeks ended on the Unaffected Share Price Date. PWP observed that during such period, the intraday trading price of the Shockwave common stock ranged from $157 to $316 per share. PWP compared this range to the Unaffected Share Price of $287.23 per share, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement.

Equity Research Analysts’ Price Targets

PWP also reviewed analyst price targets per share of Shockwave common stock prepared and published by 11 equity research analysts prior to the Unaffected Share Price Date. The range of such price targets was $165 to $290 per share. Certain of these equity research analysts published updated price targets following the Unaffected Share Price Date but prior to the announcement of the transaction. The range of such price targets for those equity analysts which published updated price targets following the announcement of the transaction was from $165 to $361. In each case, PWP compared these ranges to the Unaffected Share Price of $287.23 per share, the Last Trading Share Price of $320.72 per share and the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement. The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Shockwave common stock and these estimates are subject to uncertainties, including the future financial performance of Shockwave and future financial market conditions.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying PWP’s opinion. In arriving at its fairness determination, PWP considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, PWP made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to Shockwave or the Merger.

PWP prepared the analyses described herein for purposes of providing its opinion to the Shockwave Board as to the fairness, from a financial point of view, as of the date of such opinion, of the Merger Consideration of $335.00 per share to be paid to the holders of Shockwave common stock (other than holders of Excluded Shares and Dissenting Company Shares) in the Merger pursuant to the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. PWP’s analyses were based in part upon the Company Forecasts and other third-party research analyst estimates, which are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by PWP’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of Shockwave, PWP or any other person assumes responsibility if future results are materially different from those forecasted by Shockwave management or third parties.

PWP has acted as financial advisor to Shockwave with respect to the Merger. Pursuant to the terms of the engagement letter between PWP and Shockwave, dated April 7, 2023, Shockwave agreed to pay PWP

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$7.0 million in cash, upon delivery by PWP of its opinion or, following request by the Shockwave Board that PWP render an opinion, the determination by PWP that it would not be able to deliver an opinion containing the conclusion sought by Shockwave in the context of the Merger. Shockwave also has agreed to pay PWP an additional fee, which is contingent upon the consummation of the Merger, of approximately $92.7 million (following reduction by the opinion fee previously paid to PWP by Shockwave). PWP will also be entitled to receive a termination fee equal to a portion of any compensation Shockwave may receive as a result of the termination of the Merger Agreement. In addition to the fees for professional services of PWP, Shockwave agreed to reimburse PWP for reasonable, documented, out-of-pocket expenses incurred in connection with the undertakings described in the engagement letter that may arise, and to indemnify PWP for certain liabilities and other items that may arise, out of its engagement by Shockwave.

PWP and its affiliates, as part of their investment banking business, are regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes.

During the two-year period prior to the date of PWP’s opinion, PWP provided financial advisory services to a subsidiary of Parent on a matter unrelated to the Merger, for which PWP received approximately $3.4 million in compensation. PWP has provided investment banking services to Shockwave or its affiliates on matters unrelated to the Merger for which it received approximately $5.0 million in compensation during the two-year period prior to the date of PWP’s opinion, including on Shockwave’s acquisition of Neovasc Inc. in January 2023 and on its $750 million convertible note issuance in August 2023.

PWP and its affiliates in the future may provide investment banking and other financial services to Parent and/or Shockwave and their respective affiliates and in the future may receive compensation for the rendering of these services. In the ordinary course of its business activities, PWP and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in (i) debt, equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Shockwave, Parent or any of their respective affiliates and (ii) any currency or commodity that may be material to the parties or otherwise involved in the Merger. The issuance of PWP’s opinion was approved by a fairness opinion committee of PWP.

Certain Financial Projections

Shockwave does not as a matter of course publicly disclose long term projections as to future performance, revenues, operating income, or other financial results. However, Shockwave’s management prepared the Company Forecasts at the request of the Shockwave Board in the ordinary course of business, which were provided to and reviewed by the Shockwave Board and subsequently used in connection with the Shockwave Board’s analysis of the Transactions. The Company Forecasts are included in this proxy statement solely because (1) the Company Forecasts were made available to PWP for use in its financial analyses in connection with rendering its opinion to the Shockwave Board as described in the section entitled “— Opinion of Shockwave’s Financial Advisor — Perella Weinberg Partners LP” and (2) the Company Forecasts were made available to the Shockwave Board, including in connection with its consideration of the Merger and approved by the Shockwave Board for use by PWP in its financial analyses in connection with rendering its opinion to the Shockwave Board. The Company Forecasts are not included in this proxy statement to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to shares of our common stock.

The Company Forecasts were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or accounting principles generally accepted in the United States (“GAAP”).

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The Company Forecasts are forward-looking statements. Important factors that may affect actual results and cause the Company Forecasts not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the section entitled “Forward-Looking Statements.” Although the Company Forecasts are presented with numerical specificity, they reflect numerous estimates and assumptions made by Shockwave with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Shockwave’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Shockwave’s control. The Company Forecasts reflect assumptions as to certain potential business decisions that are subject to change. Without limiting the generality of the foregoing, the Company Forecasts include assumptions relating to revenue growth, expenses and certain cash flow items. The Company Forecasts cover several years and such information by its nature becomes less reliable with each successive year. The Company Forecasts were prepared on a standalone basis without giving effect to the Merger. Furthermore, the Company Forecasts do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

The inclusion of the Company Forecasts should not be regarded as an indication that Shockwave, PWP, any of their respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Company Forecasts herein should not be deemed an admission or representation by Shockwave that it views such Company Forecasts as material information. The inclusion of the Company Forecasts in this proxy statement should not be regarded as an indication that the Company Forecasts will necessarily be predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Shockwave or any other person regarding the Company Forecasts or Shockwave’s ultimate performance compared to such information. The Company Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information about Shockwave contained in its public filings with the SEC. For additional information, see the section entitled “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Company Forecasts, stockholders are cautioned not to place undue reliance on the Company Forecasts.

The Company Forecasts included in this document have been prepared by, and are solely the responsibility of, Shockwave’s management. Neither our independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Company Forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Some of the Company Forecasts are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or GAAP. The non-GAAP financial measures used in the Company Forecasts were used by the Shockwave Board in connection with its evaluation of the Merger and, at the direction of the Shockwave Board, by PWP for purposes of its financial analyses and opinion delivered to the Shockwave Board. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

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The following table presents the Company Forecasts (in millions):

The Company Forecasts set forth above have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement.

SHOCKWAVE DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE COMPANY FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE COMPANY FORECASTS ARE NO LONGER APPROPRIATE.

Interests of Shockwave’s Directors and Executive Officers in the Merger

When considering the recommendation of the Shockwave Board that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below. The Shockwave Board was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating, negotiating and approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by Shockwave’s stockholders.

Shockwave’s executive officers since January 1, 2023 (referred to in this section as “executive officers”) are as follows:

Pursuant to SEC rules, this disclosure also covers any former directors or executive officers of Shockwave who served in such role at any time since January 1, 2023, and therefore covers Shockwave’s former Chief Financial Officer, Dan Puckett, who retired in the first quarter of 2024 but continues to provide certain advisory services to Shockwave.

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Consideration Payable for Outstanding Shares

Shockwave’s directors and executive officers who own shares of our common stock will receive in the transactions contemplated by the Merger Agreement the same Merger Consideration, on the same terms and conditions, as the other stockholders of Shockwave, as described in the section of this proxy statement captioned “— Merger Consideration.”

The following table sets forth the number of issued and outstanding shares of our common stock beneficially owned as of April 10, 2024 by each of Shockwave’s directors and executive officers.

For purposes of the table below, the number of shares of our common stock excludes shares of our common stock underlying Company Options, Company RSU Awards and Company PSU Awards and also excludes shares of our common stock that could be acquired under the Shockwave Medical, Inc. Employee Stock Purchase Plan (the “ESPP”) during the current offering period.

Treatment of Equity-Based Awards

The Merger Agreement provides that at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) and which has a per share exercise price that is less than the Merger Consideration will be canceled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the total number of shares of our common stock subject to such Company Option, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option.

At the Effective Time, any Company Option that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) and which has a per share exercise price that equals or exceeds the Merger Consideration will be canceled without consideration.

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The following table sets forth, for each of Shockwave’s directors and executive officers as described above, (i) the number of Company Options that were held as of April 10, 2024 (all of which are vested) and (ii) the Merger Consideration payable for each such Company Option based on the Merger Consideration of $335.00 per share. None of Shockwave’s directors or executive officers hold any unvested Company Options.

In addition, at the Effective Time, each Company RSU Award that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) will be canceled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the total number of shares of our common stock underlying such Company RSU Award and (ii) the Merger Consideration.

At the Effective Time, each Company PSU Award that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) will be canceled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the total number of shares of our common stock underlying such Company PSU Award (assuming attainment of the actual level of performance for any performance periods that have been completed as of the Effective Time, and the maximum performance for all other performance periods) and (ii) the Merger Consideration.

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The following table sets forth, for each of Shockwave’s directors and executive officers, (i) the number of shares of our common stock underlying Company RSU Awards that were held as of April 10, 2024, (ii) the number of shares of our common stock underlying Company PSU Awards that were held as of April 10, 2024, assuming attainment of the maximum level of performance (or 200%), and (iii) the Merger Consideration payable for each such Company RSU Award and Company PSU Award based on the Merger Consideration of $335.00 per share.

Potential Severance Payments and Benefits

Certain of our executive officers are eligible to receive severance benefits under their separation pay agreements with Shockwave (each, a “Separation Pay Agreement”). Under each of the Separation Pay Agreements, in the event of a termination without “cause” or resignation for “good reason” (each, as defined in the applicable Separation Pay Agreement), in each case, within 3 months prior to or within 12 months following a “change in control” (as defined in the applicable Separation Pay Agreement), which the Merger will constitute, the executive will be entitled to receive:

These severance benefits are subject to the executive’s execution and non-revocation of a release of claims.

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If any of the payments payable to an executive officer under a Separation Pay Agreement would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the executive officer would be entitled to receive either full payment of such amounts or such lesser amount that would result in no portion of the payments being subject to the excise tax, whichever results in a greater amount of after-tax benefits to the executive officer.

For purposes of the Separation Pay Agreements, “good reason” means the occurrence of any of the following without the executive’s written consent:

Retention Agreement

In connection with the Merger, Shockwave has entered into an agreement with Isaac Zacharias that modifies certain provisions of Mr. Zacharias’s Separation Pay Agreement (the “Retention Agreement”). The Retention Agreement provides that Mr. Zacharias will be entitled to a retention bonus opportunity equal to $2,100,000 payable on the first anniversary of the Closing, subject to his continued employment with Shockwave, Parent or their affiliates through such date. In addition, if Mr. Zacharias’s employment is terminated prior to such date other than for “cause” (as defined in his Separation Pay Agreement), due to Mr. Zacharias’s death or disability, or if Mr. Zacharias resigns for Good Reason (as described below), then Mr. Zacharias will be entitled to receive (i) the salary continuation and COBRA continuation benefits payable under his Separation Pay Agreement and (ii) $1,251,924, which cash amount is equal to $2,100,000, subject to Mr. Zacharias’s execution and non-revocation of a release of claims.

For purposes of the Retention Agreement, “Good Reason” means the occurrence of any of the following Mr. Zacharias’s written consent, provided that the terms of Mr. Zacharias’s employment as set forth in the Retention Agreement will not in any way constitute or give rise to Good Reason:

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Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Shockwave’s directors and officers will be entitled to certain ongoing indemnification and insurance coverage. See the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page 89 for a description of such ongoing indemnification and insurance coverage obligations.

Quantification of Potential Payments and Benefits to our Named Executive Officers

In accordance with Item 402(t) of Regulation S-K, the below table sets forth the amount of payments and benefits that will or may be paid or become payable to each of our named executive officers in connection with the Merger. The payments and benefits described below are calculated based on each named executive officer’s existing employment and equity arrangements with us and include certain payments or benefits that are contingent upon services to be provided by such named executive officer to Parent following the Closing, but only as set forth under the terms and conditions of our arrangements with the named executive officers (including the Retention Agreement with Mr. Zacharias).

Please note that the amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in footnotes to the table. For example, we have assumed that:

The actual amounts payable to our named executive officers will depend on whether the named executive officer experiences a qualifying termination, the date of termination (if any) and the terms of the plans or agreements in effect at such time, and accordingly may differ materially from the amounts set forth below.

The amounts shown in the table below do not include payments or benefits that would have been earned on or prior to the Effective Time or the value of payments or benefits that are not based on or otherwise relate to the Merger. For purposes of this disclosure, “single-trigger” refers to payments or benefits that are conditioned only upon the closing of the Merger, and “double-trigger” refers to payments or benefits that are conditioned on both the closing of the Merger and a qualifying termination of employment.

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Golden Parachute Compensation

Financing of the Merger

The Merger is not conditioned on any financing arrangements or contingencies. Parent and Merger Sub have represented in the Merger Agreement that Parent, as of the date of the Merger Agreement had and at all times from the date of the Merger Agreement through the Effective Time will have (and Merger Sub will have as of the

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Effective Time) sufficient funds for the satisfaction of all of Parent’s and Merger Sub’s obligations under the Merger Agreement, including the payment of the aggregate Merger Consideration, Option Consideration and RSU Consideration, and to pay all related fees and expenses required to be paid by Parent or Merger Sub pursuant to the terms of the Merger Agreement.

Closing and Effective Time

Unless otherwise mutually agreed in writing among Shockwave, Parent and Merger Sub, the closing of the Merger will take place on the third business day following the satisfaction (or waiver, if permitted by applicable law) of the conditions to closing of the Merger (as described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”), other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction (or waiver, if permitted by applicable law) of such conditions at the closing of the Merger.

The Effective Time will occur upon the filing and acceptance of the certificate of merger with respect to the Merger in accordance with the DGCL with the Secretary of State of the State of Delaware, or at such later time and day as is agreed upon in writing by the parties and specified in the certificate of merger.

Appraisal Rights

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger.

The following discussion is not intended to be a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a (i) “stockholder” are to the record holder of our shares of common stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of our common stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise appraisal rights must (1) properly submit a written demand for an appraisal of their shares of our common stock prior to the stockholder vote on the approval and adoption of the Merger Agreement, (2) not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement, (3) hold shares of our common stock upon the making of a demand under clause (1) and continue to hold their shares of our common stock through the Effective Time, (4) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL and (5) otherwise meet the criteria and follow the procedures set forth in Section 262. The shares of our common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of our common stock entitled to appraisal exceeds 1% of the outstanding shares of our common stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000 (each of (x) and (y), a “Minimum Condition”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period.

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In considering whether to seek appraisal, you should be aware that the fair value of your shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration.

Under Section 262, when a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available pursuant to Section 262 that appraisal rights are available and include in the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Shockwave’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any stockholder who wishes to exercise appraisal rights or who wishes to preserve such stockholder’s right to do so should review the text of Section 262 carefully and in its entirety. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her, their or its appraisal rights will be entitled to receive the Merger Consideration offered pursuant to the Merger Agreement if the Merger is consummated. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock in connection with the Merger, Shockwave believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of our common stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Filing Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Shockwave, before the vote on the adoption of the Merger Agreement at the Company Stockholders’ Meeting at which the Merger Proposal will be submitted to the Shockwave stockholders, a written demand for the appraisal of such person’s shares of our common stock. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger Proposal or abstain from voting on the Merger Proposal. Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Company Stockholders’ Meeting will constitute a waiver of appraisal rights. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Demand for Appraisal by a Holder of Record

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares of our common stock in connection with the Merger. If a holder of record is submitting a demand with respect to shares of our common stock owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares of our common stock are owned of record by more than one person, as

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in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of our common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of our common stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of our common stock as to which appraisal is sought. Where no number of shares of our common stock is expressly mentioned, the demand will be presumed to cover all shares of our common stock held in the name of the holder of record.

Demand for Appraisal by a Beneficial Owner

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of our common stock in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (1) such beneficial owner continuously owns such shares of our common stock through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 and (2) the demand made by such beneficial owner reasonably identifies the holder of record of the shares of our common stock for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Shockwave under Section 262 and to be set forth on the Chancery List (as defined below) as required by Section 262. Although not expressly required by Section 262, Shockwave reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

Additional Instructions; Conditions

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Shockwave Medical, Inc.

5403 Betsy Ross Drive

Santa Clara, California 95054

Attention: Corporate Secretary

Demands for appraisal may not be submitted by electronic transmission.

Notice by the Surviving Corporation

If the Merger is completed, within ten days after the Effective Time, the Surviving Corporation will notify each stockholder who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement, and any beneficial owner who has properly demanded appraisal, that the Merger has become effective and of the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the

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fair value of the shares of our common stock held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our common stock. Accordingly, any stockholders or beneficial owners who desire to have their shares of our common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our common stock within the time and in the manner prescribed in Section 262. The failure of a stockholder or beneficial owner to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the Effective Time, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of our common stock not voted in favor of the adoption of the Merger Agreement and with respect to which Shockwave has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of our common stock (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must provide this statement to the requesting stockholder or beneficial owner within ten days after receipt of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a stockholder or beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares of our common stock and with whom agreements as to the value of their shares of our common stock have not been reached (the “Chancery List”). If a petition for appraisal is timely filed, the Delaware Court of Chancery will hold a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares of our common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss that person from the proceedings. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262. Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of our common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment; provided that, at any time before the entry of judgment in the appraisal proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of our common stock as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time.

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In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of our common stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of our common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Shockwave believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering seeking appraisal should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Shockwave nor the Surviving Corporation anticipates offering more than the Merger Consideration to any person exercising appraisal rights, and each reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of our common stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of our common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration offered pursuant to the Merger Agreement, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, neither of the Minimum Conditions is met (assuming our common stock remains listed on a national securities exchange immediately prior to the Effective Time), or if the person delivers to the Surviving Corporation a written withdrawal of the stockholder’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of our common stock will be entitled to vote such shares of our common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an

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appraisal is filed, or if a person delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger, or thereafter with the written approval of the Surviving Corporation.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Litigation Related to the Merger

Purported stockholders of Shockwave have sent three demand letters regarding the preliminary proxy statement (the “Demand Letters”). The Demand Letters assert that the preliminary proxy statement omits certain purportedly material information relating to the Merger, including information relating to the background of the Merger, financial projections, analyses of our financial advisor and conflicts of interest by company insiders and/or advisors in pursuing the Merger. The Demand Letters request that we disseminate corrective disclosures in an amendment or supplement to the preliminary proxy statement.

We believe the Demand Letters are without merit, but there can be no assurance that we would ultimately prevail in any lawsuit that is filed on the basis of the allegations in the Demand Letters. Moreover, additional demand letters may be sent, or lawsuits may be filed, before the Company Stockholders’ Meeting and/or the consummation of the Merger.

U.S. Federal Income Tax Considerations of the Merger

The following discussion is a summary of certain U.S. federal income tax considerations that are relevant to U.S. Holders and Non-U.S. Holders (each of which is defined below) of shares of our common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of the alternative minimum tax or the Medicare net investment income surtax, or U.S. federal tax law other than income taxation (e.g., estate or gift taxation) that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as we define below) or both, as the context may require.

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This discussion is for general information only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Merger or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. EACH HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

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The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares.

Gain or loss recognized by a U.S. Holder in the Merger will generally be capital gain or loss and will generally be long-term capital gain or loss if such U.S. Holder’s holding period in its shares of our common stock is more than one year at the time of the completion of the Merger. A reduced tax rate generally will apply to long-term capital gains of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of our common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis, holding period, and gain or loss separately with respect to each block of our common stock.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

Backup Withholding

Information reporting and backup withholding (currently at a rate of 24%) may apply to proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a successor form), (2) a Non-U.S. Holder that provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 or (3) a holder that otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup

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withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Each holder should consult such holder’s own tax advisor regarding the backup withholding tax rules.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF OUR COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Regulatory Approvals Required for the Merger

The completion of the Merger is subject to, among other conditions described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”:

In addition, Parent’s obligation to complete the Merger is subject to the absence of any pending legal proceedings under any antitrust law brought by a governmental authority of competent and applicable jurisdiction that challenges or seeks to make illegal, prohibit or otherwise prevent the consummation of the Merger or that seeks to impose a Burdensome Condition.

Parent, Merger Sub and Shockwave have agreed to use their reasonable best efforts to take all actions that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions, as further described in the sections of this proxy statement captioned “The Merger Agreement —Reasonable Best Efforts” and “The Merger Agreement — Antitrust Filings.”

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements, or limitations on the Transactions, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Expiration or Termination of Waiting Period under the HSR Act in the United States

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until, among other things, Shockwave and Parent each files a Notification and Report Form under the HSR Act with the U.S. Antitrust Authorities, and the applicable waiting period (and any extension thereof) or any commitment by the parties to the Merger Agreement not to consummate the Transactions before a certain date under a timing

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agreement has, in each case, expired or been terminated. The waiting period under the HSR Act applicable to the Merger is 30 calendar days following the parties’ filings of their respective HSR Act notification and report forms, unless the waiting period is terminated earlier or extended. If the U.S. Antitrust Authorities issue a request for additional information and documentary materials (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe an additional waiting period, which would begin to run only after both parties have substantially complied with such Second Request, unless the waiting period is terminated earlier or the parties agree with the U.S. Antitrust Authorities to delay the closing for a specified period of time.

Shockwave, Parent and Merger Sub have agreed in the Merger Agreement to make an appropriate filing of all notification and report forms as required by the HSR Act as soon as practicable after the date of the Merger Agreement, and in no event later than ten (10) business days following the date of the Merger Agreement (unless a later date is mutually agreed between the parties).

Shockwave and Parent each filed a Notification and Report Form under the HSR Act with the DOJ and the FTC on April 18, 2024. The required waiting period under the HSR Act for the Merger will expire at 11:59 p.m., Eastern Time on May 20, 2024, unless such period is terminated earlier or extended.

Other Potential Intervention Pursuant to Antitrust Laws

The Transactions are also subject to clearance or approval by regulatory authorities in Austria and Germany. The Transactions may also be subject to clearance and approval by regulatory authorities of specified other jurisdictions if in order to complete the Transactions such approvals are required or become required as a result of any regulatory authority asserting jurisdiction over the Transactions. The Transactions cannot be completed until Parent and Shockwave obtain clearance to consummate the Transactions or applicable waiting periods have expired or been terminated in each applicable jurisdiction. Parent and Shockwave, in consultation and cooperation with each other, have agreed to file notifications, as required with regulatory authorities in Austria and Germany, as soon as practicable after the date of the Merger Agreement.

Parent and Shockwave, in consultation and cooperation with each other, filed notifications with regulatory authorities in Austria and Germany on April 26, 2024.

At any time before or after the Effective Time, the U.S. Antitrust Authorities or any state or foreign government or regulatory authority could take action under applicable antitrust or foreign direct investment laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies.

In addition, private parties may seek to take legal action under applicable antitrust laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals.

Any of these potential actions could significantly impede, delay or even preclude the consummation of the Merger. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement is intended solely to provide investors with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Shockwave in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the parties or any of their subsidiaries or affiliates. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary and the other descriptions of the Merger Agreement elsewhere in this proxy statement may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement and the phrase “business day” have the meanings ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement: (1) were made only for purposes of the Merger Agreement and as of specific dates, (2) were made solely for the benefit of the parties to the Merger Agreement and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Shockwave, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Shockwave, Parent and Merger Sub rather than to establish matters as facts, and may also be subject to contractual standards of materiality that differ from those generally applicable to reports and documents filed with the SEC or what may be viewed as material by our stockholders, and in some cases were qualified by matters specifically disclosed in Shockwave’s filings with the SEC prior to the date of the Merger Agreement and confidential matters disclosed to Parent and Merger Sub by Shockwave in connection with the Merger Agreement. Stockholders should not rely on the representations, warranties, covenants and agreements therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of Shockwave, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Shockwave’s public disclosures. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Shockwave, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter of Shockwave provided to Parent and Merger Sub in connection with the execution of the Merger Agreement (the “Shockwave Disclosure Letter”) or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Shockwave, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in our filings with the SEC regarding Shockwave and our business.

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, at the Effective Time, Merger Sub will be merged with and into Shockwave, the separate corporate existence of Merger Sub will cease and Shockwave will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. The closing of the Merger

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(the “Closing”) will take place on the third business day after the satisfaction or, if permissible under applicable law, waiver of the conditions to the Merger described in the subsection “— Conditions to the Merger.” The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” On the Closing Date, the parties will file a certificate of merger with respect to the Merger in accordance with the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and will take such further actions as may be required to make the Merger effective. The Merger will become effective at the time and day of the filing of the Certificate of the Merger and acceptance by the Secretary of State of the State of Delaware, or a later time and day as may be agreed in writing by the parties and specified in the Certificate of Merger.

Certificate of Incorporation and Bylaws

At the Effective Time, subject to the provisions of the Merger Agreement described in “— Directors’ and Officers’ Indemnification and Insurance” below, (a) the certificate of incorporation of Shockwave will be amended and restated in its entirety to read as set forth on Exhibit A to the Merger Agreement, and (b) the bylaws of Shockwave will be amended and restated in their entirety to be in the form of the bylaws of Merger Sub, as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation will be “Shockwave Medical, Inc.”).

Directors and Officers

From and after the Effective Time, until their successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, the directors of Merger Sub immediately prior to the Effective Time will be, from and after the Effective Time, the initial directors of the Surviving Corporation, and the officers of Shockwave immediately prior to the Effective Time will be, from and after the Effective Time, the initial officers of the Surviving Corporation.

Effect on Capital Stock

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time:

Shares of our common stock held or beneficially owned by Shockwave stockholders who are entitled to demand and have properly and validly demanded their statutory rights of appraisal in respect of these shares of our common stock in compliance in all respects with Section 262 of the DGCL (“Dissenting Shares”) will not be

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converted into or represent the right to receive the Merger Consideration, but instead will be entitled to receive an amount as may be determined pursuant to Section 262 of the DGCL. However, all Dissenting Shares that are held by Shockwave stockholders who have failed to properly and validly demand or who have effectively withdrawn or otherwise lost their rights to appraisal of these Dissenting Shares under Section 262 of the DGCL will no longer be considered to be Dissenting Shares and will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest and less any required withholding tax, upon compliance with the applicable procedures set forth in the Merger Agreement with respect to the surrender of certificates representing shares of our common stock or the book-entry transfer of shares of our common stock.

From and after the Effective Time, all shares of our common stock will no longer be outstanding, will automatically cease to exist, and will cease to have any rights with respect thereto, except as specified above.

Treatment of Shockwave Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time:

In addition, pursuant to the terms of the Merger Agreement, no individual who was not a participant in the ESPP as of the date of the Merger Agreement may enroll in the ESPP with respect to the offer period in effect as of such date (the “Existing Offer Period”), and no participant in the ESPP may increase the amount of his or her payroll deductions with respect to the Existing Offer Period. The Existing Offer Period may not be extended and no new offering period will commence. If the purchase date for the Existing Offer Period would otherwise occur on or after the Effective Time, then the Existing Offer Period will be shortened and the applicable purchase date

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will occur no later than five business days prior to the Effective Time as if such date were the last day of the Existing Offer Period and all participant contributions then in the ESPP will be used to purchase shares of our common stock as of such date in accordance with the terms of the ESPP. Each share of our common stock purchased under the ESPP prior to the Effective Time will be canceled at the Effective Time in exchange for the right to receive the Merger Consideration (less applicable tax withholding) in the same manner as other shares of our common stock. The ESPP will terminate as of the Effective Time.

Representations and Warranties

In the Merger Agreement, Shockwave has made customary representations and warranties to Parent and Merger Sub, which are qualified by information set forth in the Shockwave Disclosure Letter and certain disclosures in Shockwave’s SEC filings since January 1, 2021 and publicly available prior to the date of the Merger Agreement, including representations and warranties relating to: organization and qualification; capitalization; subsidiaries; corporate power and authority; enforceability of the Merger Agreement; the necessary vote of Shockwave stockholders to adopt the Merger Agreement and approve the Merger; required governmental authorizations; non-contravention of applicable law and orders and Shockwave’s organizational documents and contracts; SEC filings, financial statements and internal controls and procedures; the absence of undisclosed liabilities; the absence of a Company Material Adverse Effect (as defined below); the absence of certain changes to the business of Shockwave since December 31, 2023; information provided or included in this proxy statement; brokers’ fees; employee benefit and employee matters; litigation; taxes; compliance with laws and permits; environmental matters; intellectual property; real property; material contracts; regulatory compliance; insurance; compliance with anti-bribery and anti-money laundering laws; related party transactions; the opinion of Shockwave’s financial advisor; and the inapplicability of state takeover laws. Each of Parent and Merger Sub has made customary representations and warranties to Shockwave with respect to, among other matters: organization and qualification; corporate power and authority; the enforceability of the Merger Agreement; information provided or included in this proxy statement; required governmental authorizations; non-contravention of applicable law and orders and their organizational documents and contracts; litigation; that neither is an “interested stockholder” within the meaning of Section 203 of the DGCL; availability of sufficient funds; operation of Merger Sub; and brokers’ fees.

Some of the representations and warranties in the Merger Agreement made by Shockwave are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, occurrence, effect, event, circumstance or development (each, an “Effect”), that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Shockwave and its subsidiaries, taken as a whole. However, no Effect to the extent resulting from, attributable to or arising out of any of the following will be deemed to be or constitute a “Company Material Adverse Effect,” or be taken into account when determining whether a “Company Material Adverse Effect” has occurred, except, in the case of clauses (a) through (f) below, to the extent any such Effect disproportionately impacts Shockwave and its subsidiaries relative to other companies operating in the medical device industry, in which case the incremental disproportionate impact of such Effect may be taken into account in determining whether there has occurred, or would reasonably be expected to occur, a “Company Material Adverse Effect”:

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Pursuant to the Merger Agreement, Shockwave has represented that the Shockwave Board has (a) determined that it is in the best interests of Shockwave and its stockholders, and declared it advisable, for Shockwave to enter into the Merger Agreement and consummate the Transactions, (b) approved the execution and delivery by Shockwave of the Merger Agreement, the performance by Shockwave of its covenants and agreements contained therein and the consummation of the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (c) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that all of the Shockwave stockholders adopt the Merger Agreement and (d) directed that the Merger Agreement and the Transactions be submitted to the Shockwave stockholders for approval and adoption thereby.

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Conduct of Business

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Effective Time (the “Pre-Closing Period”), except (a) as set forth in the Shockwave Disclosure Letter, (b) as required by applicable law, (c) as consented to in writing by Parent (which will not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by the Merger Agreement, Shockwave will:

However, notwithstanding the foregoing, during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, Shockwave or any of its subsidiaries may, in connection with COVID-19 or any Public Health Measures, take actions reasonably necessary (i) to protect the health and safety of its employees and other individuals with whom it has business dealings or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, following prior consultation with Parent to the extent reasonably practicable.

The Merger Agreement also contains specific covenants restricting Shockwave and each of its subsidiaries from taking certain actions during the Pre-Closing Period (subject to the same exceptions listed above and certain additional exceptions specified in the Merger Agreement) including, among other things, not to:

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Notwithstanding the foregoing, nothing in the Merger Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the business or operations of Shockwave or its subsidiaries prior to the Effective Time.

No Solicitation

Except as otherwise described below, Shockwave has agreed that it and its subsidiaries will not, and will not authorize or permit any of their representatives to, directly or indirectly:

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“Acquisition Proposal” means any offer, proposal or indication of interest by a third party to engage in an Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) resulting in: (a) any acquisition by any third party or “group” (as defined under Section 13(d) of the Exchange Act) of beneficial ownership of more than twenty percent (20%) of the outstanding voting securities of Shockwave or any tender or exchange offer that, if consummated, would result in any person or group beneficially owning more than twenty percent (20%) of the outstanding voting securities of Shockwave; (b) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving Shockwave or its subsidiaries (i) pursuant to which any third party or “group” (as defined in or under Section 13(d) of the Exchange Act), other than Shockwave stockholders (as a group) immediately prior to the consummation of the transaction, would hold, directly or indirectly, equity interests in the surviving or resulting entity of the transaction representing more than twenty percent (20%) of the voting power of the surviving or resulting entity or (ii) as a result of which Shockwave stockholders (as a group) would hold, directly or indirectly, equity interests in the surviving or resulting entity of the transaction representing less than eighty percent (80%) of the voting power of the surviving or resulting entity; or (c) any sale or disposition of more than twenty percent (20%) of the assets of Shockwave and its subsidiaries on a consolidated basis (determined on a fair market value basis).

Except as otherwise described below, Shockwave has also agreed that Shockwave and its subsidiaries will immediately cease all existing discussions or negotiations with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal. Further, Shockwave has also agreed to promptly after and within one day of the date of the Merger Agreement terminate access by any third party to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each third party that has executed a confidentiality agreement relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to Shockwave or destroy all non-public documents and materials containing non-public information of Shockwave that has been furnished by Shockwave or any of its representatives to the third party.

Further, from the date of the Merger Agreement until the termination of the Merger Agreement, Shockwave will provide Parent with written notice of receipt of an Acquisition Proposal or any inquiries, proposals or offers relating to any Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, as promptly as practicable and in any event within 24 hours following receipt. Such notice will indicate the identity of the person making the Acquisition Proposal, inquiry, proposal or offer, and include the material terms and conditions thereof. Thereafter, Shockwave will keep Parent reasonably informed on a prompt and timely basis with respect to the status of or material terms and conditions of any Acquisition Proposal, inquiry, proposal or offer (including any amendments or proposed amendments to such material terms). Shockwave has also agreed to promptly, and in any event within 24 hours following receipt or delivery thereof, provide Parent with copies of

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all written Acquisition Proposals and all written inquiries, proposals, offers or other materials (including draft and proposed agreements and draft and proposed financing documents) relating to any Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal that, in each case, are either received by Shockwave or any of its representatives from the person(s) making any such Acquisition Proposal, inquiry, proposal or offer or any of its representatives, or are delivered by Shockwave or any of its representatives to such person(s) or any of its or their representatives.

Notwithstanding the restrictions described above, if at any time prior to obtaining the required Shockwave stockholder approval, Shockwave has received a written, bona fide Acquisition Proposal from any person after the date of the Merger Agreement that did not result from a material breach of the non-solicitation provisions of the Merger Agreement which are described in this subsection “— No Solicitation,” and the Shockwave Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take the actions described in clause (a), (b) or (c) below would be inconsistent with its fiduciary duties under applicable law, then Shockwave may (a) enter into a confidentiality agreement with the third party in accordance with the terms of the Merger Agreement, (b) furnish information with respect to Shockwave to the person making such Acquisition Proposal and its representatives (provided that (i) Shockwave substantially contemporaneously provides or makes available to Parent any such non-public information to the extent not previously provided to Parent and (ii) Shockwave must have entered into a confidentiality agreement with the person making such Acquisition Proposal in accordance with the terms of the Merger Agreement with such person and provided Parent a copy of such confidentiality agreement) and (c) participate and engage in discussions or negotiations with such person and its representatives regarding such Acquisition Proposal (and waive such person’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiations). Prior to or concurrently with Shockwave first taking any of the actions described in clauses (a), (b) or (c) of the immediately preceding sentence, Shockwave must provide written notice to Parent of the determination of the Shockwave Board that the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal.

Shockwave has also agreed that any violation of the non-solicitation provisions of the Merger Agreement by any of its subsidiaries or any of its or their representatives will constitute a breach by Shockwave of these provisions.

“Superior Proposal” means a bona fide, written offer for an Acquisition Transaction that did not result from a material breach of the non-solicitation provisions of the Merger Agreement as described in this subsection “— No Solicitation” on terms that the Shockwave Board determines in good faith, after consultation with outside legal counsel and its financial advisor(s), to be (a) more favorable to Shockwave stockholders, from a financial point of view, than the terms of the Merger (including any changes to the terms and conditions of the Merger Agreement proposed by Parent in writing in a binding offer in response to such proposal) and (b) reasonably likely to be consummated in accordance with its terms, in the case of each of clauses (a) and (b), taking into account all financial, regulatory, legal, financing and other aspects and terms of such offer that the Shockwave Board deems relevant and the Person making such offer; provided, however, that for purposes of the reference to an “Acquisition Transaction” in this definition of a “Superior Proposal,” all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

The Shockwave Board Recommendation; Shockwave Board Recommendation Change

Subject to the provisions described below, the Shockwave Board will recommend that Shockwave stockholders vote in favor of and adopt the Merger Agreement (the “Shockwave Board Recommendation”). Shockwave agreed that neither the Shockwave Board nor any committee thereof will: (a) withdraw, amend, modify or qualify in a manner adverse to Parent or Merger Sub, the Shockwave Board Recommendation, or publicly propose to do any of the foregoing; (b) approve or recommend, or propose publicly to approve or

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recommend, an Acquisition Proposal; or (c) fail to include the Shockwave Board Recommendation in this proxy statement (each of clauses (a), (b) and (c), a “Shockwave Board Recommendation Change”). However, a “stop, look and listen” communication by the Shockwave Board or any committee thereof to Shockwave stockholders pursuant to Rule 14d-9(f) of the Exchange Act will not be deemed to a Shockwave Board Recommendation Change.

Notwithstanding the foregoing restrictions or anything to the contrary set forth in the Merger Agreement, at any time prior to obtaining the required Shockwave stockholder approval, (i) in response to the receipt of a written, bona fide Acquisition Proposal received after the date of the Merger Agreement that did not result from a material breach of the non-solicitation provisions of the Merger Agreement or the occurrence of an Intervening Event (as defined below), the Shockwave Board is permitted to effect a Shockwave Board Recommendation Change and (ii) in response to the receipt of a written, bona fide Acquisition Proposal received after the date of the Merger Agreement that did not result from a material breach of the non-solicitation provisions of the Merger Agreement, Shockwave is permitted to terminate the Merger Agreement to concurrently enter into a definitive agreement with respect to a Superior Proposal, if, in each case, all of the following conditions are met:

Following delivery of a Change of Recommendation/Termination Notice in the case of an Acquisition Proposal, in the event of any change to the financial terms (including any change to the amount or form of consideration) or other material revision to the terms or conditions thereof, Shockwave must provide a new Change of Recommendation/Termination Notice to Parent, and any Shockwave Board Recommendation Change or termination of the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal following delivery of a new Change of Recommendation/Termination Notice will again be subject to the procedures described above, except that references to four business days will be deemed to be two business days.

“Intervening Event” means a change, occurrence, effect, event, circumstance or development that (a) was not known to the Shockwave Board prior to the date of the Merger Agreement or, if known, the material

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consequences of which were not reasonably foreseeable by the Shockwave Board as of the date of the Merger Agreement and (b) does not relate to an Acquisition Proposal.

Reasonable Best Efforts

Each of Parent, Merger Sub and Shockwave has agreed to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions, including using reasonable best efforts to (a) cause each of the conditions to the Merger described in the subsection “— Conditions to the Merger” to be satisfied, as promptly as practicable after the date of the Merger Agreement; (b) obtain, as promptly as practicable after the date of the Merger Agreement, and maintain all necessary actions or non-actions and consents from governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Merger; (c) obtain all necessary consents under any contracts to which Shockwave or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the Transactions; and (d) reasonably cooperate with the other party or parties with respect to any of the foregoing. Notwithstanding anything to the contrary in the Merger Agreement, neither party, prior to the Effective Time, will be required to, and Shockwave will not without the consent of Parent, pay any consent or other similar fee or other consideration to obtain any consent of any third party under any contract, but if Parent so requests, Shockwave will agree to any such payment, consideration, security or Liability that is conditioned upon the Closing.

Antitrust Filings

Each of Parent and Merger Sub, on the one hand, and Shockwave, on the other hand, has agreed to file (1) a Notification and Report Form with the U.S. Antitrust Authorities relating to the Merger Agreement and the Transactions as required by the HSR Act as soon as practicable after(and in no event later than ten business days following) the date of the Merger Agreement and (2) any other submission required pursuant to any foreign antitrust law in Germany and Austria as soon as practicable after the date of the Merger Agreement.

Each of Parent and Shockwave has agreed to (a) cooperate and coordinate with the other in the making of such filings, (b) supply the other with any information and documentary material that may be required in order to make such filings, (c) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or any foreign governmental authority responsible for the enforcement of any foreign antitrust law, (d) cooperate with each other and use their respective reasonable best efforts to contest and resist any legal proceeding and to have vacated, lifted, reversed or overturned any order that may result from these legal proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions and (e) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any applicable foreign antitrust law as soon as practicable, and to avoid any impediment to the consummation of the Transactions under any antitrust laws, including (i) proffering and consenting and/or agreeing to the sale, divestiture, licensing or the holding separate of particular assets, categories of assets or portions of any business of Shockwave or any of its subsidiaries, (ii) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of Shockwave or any of its subsidiaries and (iii) agreeing to limitations on the conduct or actions of Parent and/or its affiliates (including the Surviving Corporation and its subsidiaries) with respect to any particular assets, categories of assets or portions of any business of Shockwave or any of its subsidiaries, in each case, as may be required in order to enable the consummation of the Transactions, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) (the actions referred to in clauses (i), (ii) and (iii), “Remedy Actions”).

Notwithstanding the foregoing, neither Parent nor any of its affiliates will be required to (and Shockwave and its subsidiaries will not, without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of Shockwave or any of its subsidiaries if, in each case, the Remedy Action would, individually or in the aggregate, reasonably

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be expected to (i) be material to the business, assets or financial condition of Shockwave and its subsidiaries, taken as a whole, or (ii) be materially detrimental to the benefits Parent and its affiliates expect as a result of the Merger or (y) for the avoidance of doubt, with respect to any assets, categories of assets or portions of any business of Parent or any of its affiliates (the effects referred to in clauses (x) and (y), a “Burdensome Condition”).

Further, in no event will Parent, Shockwave or their respective affiliates be required to (and Shockwave and its subsidiaries will not, without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the consummation of Merger (provided that, if so requested by Parent, Shockwave will agree to take any such Remedy Action that is conditioned upon the consummation of the Merger).

Each of Parent and Merger Sub, on the one hand, and Shockwave, on the other hand, has agreed to promptly inform the other of any substantive communication from any governmental authority regarding any of the Transactions in connection with any filings or investigations with, by or before any governmental authority relating to the Merger Agreement or the Transactions, including any proceedings initiated by a private party. If any party to the Merger Agreement or an affiliate thereof receives a request for additional information or documentary material from any governmental authority with respect to the Transactions pursuant to the HSR Act or any other antitrust law with respect to which any filings have been made, then such party will use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and advisable and after consultation with the other party, an appropriate response in substantial compliance with such request. In connection with the foregoing, to the extent reasonably practicable and unless prohibited by applicable law or by the applicable governmental authority, the parties have also agreed to (a) give the other party reasonable advance notice of and the opportunity to participate in all pre-arranged substantive meetings and conference calls with any governmental authority relating to the Merger, (b) keep the other party reasonably apprised of any substantive oral communications with any governmental authority in respect of the Merger, (c) cooperate in the submission or filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (d) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) to or from any governmental authority relating to the Merger (subject to withholding or redactions to address reasonable privilege or confidentiality concerns), (e) provide each other (or outside counsel of each party, as appropriate) with copies of all substantive written communications to or from any governmental authority relating to the Merger and (f) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the Antitrust Clearance Condition, the No Legal Restraint Condition (solely in respect of any antitrust law) and the No Antitrust Proceedings Condition (each as defined in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”).

Notwithstanding the foregoing, Parent and Shockwave will jointly devise, lead and control all aspects of the parties’ strategy, communications and efforts in furtherance of the parties’ respective obligations, including jointly making any determination relating to whether to extend any waiting, review or comparable period under the HSR Act or any foreign antitrust law (including entering into any agreement with any governmental authority not to consummate the Transactions contemplated by the Merger Agreement for some period of time). Parent and Shockwave will use their reasonable best efforts to jointly evaluate and consider such determinations, and each of Parent and Shockwave will consult and cooperate in all respects with one another and consider in good faith the views of one another. Notwithstanding the foregoing, in the event of any disagreement concerning any joint determinations referenced above, Parent will make the final determination and Parent’s decision will prevail and control (and Shockwave may not take any actions in contravention of such determination by Parent), but without the prior written consent of Shockwave (such consent not to be unreasonably withheld, conditioned or delayed),

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Parent will not enter into any agreement with any governmental authority that would have the effect of delaying the consummation of the Merger beyond the Termination Date (as defined below) without giving effect to any permitted extensions thereof.

None of Parent, Merger Sub nor any of their controlled affiliates may acquire or agree to acquire any rights, business, person or division thereof (by way of license, merger, consolidation, share exchange, investment or other business combination, asset, stock or equity purchase or otherwise) or enter into or agree to enter into any joint venture, collaboration, or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair the parties’ ability to obtain the approval of any governmental authority under any antitrust laws or the expiration or termination of any applicable waiting period with respect to the Transactions.

Public Statements and Disclosure

Each of Shockwave, Parent and Merger Sub has agreed that neither Shockwave, on the one hand, nor Parent and Merger Sub, on the other hand, will issue any public release or make any public announcement concerning the Merger Agreement or the Transactions without the prior written consent of the other parties (which consent will not be unreasonably withheld, conditioned or delayed), except as required by applicable law or applicable stock exchange rules or regulations, in which case the party required to make the release or announcement will use its reasonable best efforts to allow the other party or parties a reasonable opportunity to comment on such release or announcement in advance of such issuance, subject to certain other exceptions.

Anti-Takeover Laws

In the event that any state anti-takeover or other similar law is or becomes applicable to the Merger Agreement or the Transactions, Shockwave has agreed that Shockwave and the Shockwave Board will grant any necessary approval and take any necessary action so that the Transactions may be consummated as promptly as practicable on the terms and subject to the conditions set forth in the Merger Agreement.

Access

Shockwave has agreed, subject to certain exceptions, to afford Parent and its representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of Shockwave and its subsidiaries and to furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, in each case solely for the purpose of consummating the Transactions or for reasonable integration planning purposes and subject to customary exceptions and limitations. Notwithstanding anything to the contrary in the Merger Agreement, Shockwave will not be required to prepare any reports, analyses, appraisals or opinions that are not readily available.

Section 16(b) Exemption

Shockwave has agreed to take all actions reasonably necessary to cause the dispositions of equity securities of Shockwave (including “derivative securities” (as defined in Rule 16a-1(c) under the Exchange Act)) in connection with the Transactions by any director or executive officer of Shockwave to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Directors’ and Officers’ Indemnification and Insurance

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights from and after the Effective Time in favor of Shockwave’s current or former directors and officers (determined

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as of the Effective Time), in each case, when acting in such capacity or, while a director or officer of Shockwave, serving as a director, officer, member, trustee or fiduciary of another entity or enterprise at the request or benefit of Shockwave (collectively, the “D&O Indemnified Parties”). In addition, Parent and the Surviving Corporation have agreed, for a period of six years from the Effective Time, to maintain in effect the indemnification, expense advancement and exculpation equivalent to the provisions of Shockwave’s certificate of incorporation and bylaws as in effect immediately prior to the Effective Time, with respect to any acts or omissions occurring prior to the Effective Time, and not to amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties.

The Merger Agreement also provides that, prior to the Effective Time, Shockwave will or, if Shockwave is unable to, the Surviving Corporation as of the Effective Time will, purchase a six year prepaid “tail” policy with respect to matters arising on or before the Effective Time (including in connection with the Merger Agreement and the transactions or actions contemplated by the Merger Agreement), with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Shockwave’s existing directors’ and officers’ liability insurance and fiduciary liability insurance policies. The Surviving Corporation will maintain such “tail” policy in full force and effect, for its full term, and honor all obligations thereunder. Notwithstanding the foregoing, Shockwave will not pay, and the Surviving Corporation will not be required to pay, in excess of 300% of the last annual premium Shockwave paid prior to the date of the Merger Agreement in respect of such “tail” policy. If, however, Shockwave or the Surviving Corporation fails to obtain such “tail” insurance policies prior to or as of the Effective Time, the Merger Agreement provides that the Surviving Corporation will, for a period of six years from the Effective Time, maintain in effect the current directors’ and officers’ liability insurance and fiduciary liability insurance policies maintained by Shockwave as of the date of the Merger Agreement with respect to matters arising on or before the Effective Time, but in such event, Parent and the Surviving Corporation will not be required to pay annual premiums in excess of 300% of the last annual premium paid by Shockwave prior to the date of the Merger Agreement in respect of the coverage required to be obtained but will instead purchase as much coverage as practicable for that amount.

Employee Matters

For 12 months following the Effective Time, Parent has agreed to provide each Shockwave employee who continues employment following the Effective Time (a “Continuing Employee”) with: (a) a base salary or wage rate, as applicable, that is not less favorable than the base salary or wage rate (as applicable) provided by Shockwave to such Continuing Employee immediately prior to the Effective Time, (b) an annual cash incentive opportunity that is no less favorable than the annual cash incentive opportunity provided by Shockwave to such Continuing Employee immediately prior to the Effective Time, (c) severance benefits that are no less favorable than the severance benefits set forth in the Shockwave Disclosure Letter and (d) other compensation and employee benefits that are substantially comparable in the aggregate to either, at Parent’s election (1) the other compensation and employee benefits (excluding any equity-based compensation, defined benefit pensions or post-employment health or welfare benefits, equity and retention, change in control or other one-off payments or benefits) provided by Shockwave to such Continuing Employee immediately prior to the Effective Time or (2) the other compensation and employee benefits provided to similarly situated new hires of Parent and its affiliates, provided that, Parent will only be permitted to provide such other compensation and employee benefits pursuant to clause (2) prior to December 31, 2024 if such other compensation and employee benefits are greater in the aggregate than those other compensation and employee benefits described under clause (1).

The Merger Agreement further provides that, to the extent that Parent makes any compensation or benefit plan, or other compensation or severance arrangement of Parent, the Surviving Corporation or any of their respective subsidiaries available to Continuing Employees on or following the Effective Time, Parent will recognize such employees’ service with Shockwave for purposes of (a) vesting (but not eligibility or benefit accrual) under Parent’s defined benefit pension plan, (b) eligibility and benefit accrual for awards under Parent’s vacation and work anniversary service award programs, (c) eligibility to participate in Parent’s health or welfare plans (excluding any post-employment plan), (d) eligibility, vesting and company contributions under Parent’s

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401(k) plans and (e) benefit calculation under Parent’s severance plan (unless covered under another arrangement with Shockwave), in each case, except to the extent such service was not taken into account under the analogous plans before the Effective Time or would result in a duplication of benefits. In addition, Parent will use commercially reasonable efforts to provide that, with respect to health and welfare plans made available to Continuing Employees, such employees will be (1) immediately eligible to participate in such plans and that all waiting periods, preexisting condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements will be waived to the extent such requirements did not apply under the corresponding Shockwave plan and (2) given credit for any expenses incurred before commencing participation in such plans for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements.

Prior to making any broad-based written or material oral communications to the directors, officers or employees of Shockwave relating to any compensation or benefits to be provided at or following the Effective Time, Shockwave will provide Parent with a copy of the intended communication, and the Parent will have a reasonable period of time to review and comment on the communication which comments will be considered by Shockwave and its subsidiaries in good faith.

Stockholder Litigation

Shockwave has agreed to promptly advise Parent of, and keep Parent reasonably informed about, any legal proceeding against Shockwave and/or any of its directors (in their capacity as such) by any Shockwave stockholders (on their own behalf or on behalf of Shockwave) relating to the Merger Agreement or the Transactions. Except if the Shockwave Board has made a Shockwave Board Recommendation Change, Shockwave has agreed to give Parent the opportunity to consult with Shockwave regarding, or participate in, but not control, the defense or settlement of any such legal proceeding. Shockwave may not enter into any settlement agreement in respect of such legal proceeding against Shockwave and/or its directors or officers relating to the Merger Agreement or any of the Transactions without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Delisting

The parties have agreed to cooperate to take all actions necessary to delist our common stock from NASDAQ and terminate its registration under the Exchange Act, effective following the Effective Time.

Company Stockholders’ Meeting

Notwithstanding any Shockwave Board Recommendation Change but subject to applicable law and to the extent not prohibited by any order, Shockwave has agreed to take all necessary actions in accordance with applicable law, the certificate of incorporation or bylaws of Shockwave and the rules of Nasdaq to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders’ Meeting”) for the purpose of obtaining the required Shockwave stockholder approval, as promptly as practicable after the proxy statement is cleared for a definitive filing. Shockwave has agreed to solicit, from Shockwave stockholders, proxies in favor of the adoption of the Merger Agreement in accordance with the DGCL and, unless the Shockwave Board has effected a Shockwave Board Recommendation Change in accordance with the Merger Agreement, Shockwave has agreed to use its reasonable best efforts to obtain the required Shockwave stockholder approval at the Company Stockholders’ Meeting. Shockwave has agreed not to adjourn or postpone the Company Stockholders’ Meeting without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), except in certain circumstances set forth in the Merger Agreement.

Notice of Certain Events

Shockwave has agreed to give prompt notice to Parent, and Parent has agreed to give prompt notice to Shockwave, (a) of any notice or other communication received from any person alleging that the consent of such

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person is or may be required in connection with any of the Transactions, if the subject matter of such communication or the failure of such party to obtain the consent could be material to Shockwave, the Surviving Corporation or Parent, (b) of any legal proceeding commenced or, to any party’s knowledge, threatened against, such party or any of its affiliates or otherwise relating to such party or any of its affiliates, in each case relating to any of the Transactions and (c) if it obtains knowledge of any breach of its representations, warranties and covenants under the Merger Agreement that would, individually or in the aggregate, reasonably be expected to lead to the failure of any condition to the other party’s obligations to consummate the Transactions.

Credit Facility; Convertible Notes; Capped Call Transactions

Shockwave has agreed to deliver to Parent at least one business day prior to the Effective Time, an executed customary payoff letter and lien terminations with respect to Shockwave’s existing credit agreement, in each case, in form and substance reasonably acceptable to the Parent, subject to receipt by the lenders of the applicable payoff amount, providing for the release of all liens related to, and the prepayment, payoff, discharge and termination in full of all obligations outstanding under Shockwave’s existing credit agreement.

Shockwave has agreed to, prior to the Effective Time and at Parent’s written request, deliver any notices (including with respect to holders’ rights to require repurchase or conversion of Shockwave’s 1.00% convertible senior notes due 2028 (the “Convertible Notes”)) that may be required by the indenture for the Convertible Notes (the “Indenture”) and use commercially reasonable efforts to take all other actions that may be required to be taken, at or prior to the Effective Time under the Convertible Notes and the Indenture in connection with or as a result of the Transactions; provided that no such notice will be required that is not contingent on the occurrence of the Effective Time.

Shockwave has also agreed to cooperate with Parent to (i) execute and deliver to the trustee under the Indenture (the “Trustee”) a supplemental indenture, as and to the extent required by the Indenture, to be executed at or prior to the Effective Time, including to provide that as of the Effective Time each holder of Convertible Notes will have the right to convert such convertible notes into the Merger Consideration in accordance with, and subject to, the provisions of the indenture, and (ii) use commercially reasonable efforts to cause to be executed and delivered to the Trustee an officers’ certificate and opinion of counsel and any other related documentation required by the Indenture.

Shockwave has agreed to, prior to the Effective Time, (i) take all commercially reasonable actions reasonably requested by Parent in connection with making elections under, amending, obtaining waivers and/or unwinding or otherwise settling the capped call transactions entered into by Shockwave in connection with the Convertible Notes and (ii) use its commercially reasonable efforts to cooperate with Parent in initiating or continuing any discussions, negotiations or agreements with the counterparties to such capped call transactions.

Real Estate Matters

Subject to certain conditions set forth in the Merger Agreement, Shockwave has agreed to reasonably cooperate with Parent (at the reasonable request and sole expense of Parent) in obtaining (1) new owner’s title insurance policies and (2) NSPS/ALTA surveys in respect of any real property owned in fee simple by Shockwave and any of its subsidiaries.

Joint Venture

To the extent reasonably requested by Parent and subject to certain limitations set forth in the Merger Agreement, Shockwave has agreed to use its commercially reasonable efforts to facilitate discussions between Parent and Genesis MedTech International Private Limited (the “JV Partner”) with respect to the Transactions and the commercial relationship with the JV Partner with respect to the period following the Effective Time.

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Conditions to the Merger

Pursuant to the Merger Agreement, the respective obligations of Shockwave, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions prior to the Effective Time:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver by Parent (where permissible under applicable law) at or prior to the Closing of each of the following conditions:

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In addition, the obligations of Shockwave to consummate the Merger are subject to the satisfaction or waiver by Shockwave (where permissible under applicable law) on or prior to the Closing Date of each of the following conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time:

(i) if the Effective Time has not occurred on or before January 4, 2025 (the “Termination Date”); provided, however, that if on the original Termination Date any of the No Legal Restraint Condition (solely in respect of any antitrust law or order under any antitrust law), the Antitrust Clearance Condition or the No Antitrust Proceedings Condition has not been satisfied or waived, then the Termination Date will be automatically extended to July 7, 2025 (and all references to the Termination Date in this proxy statement will be as so extended) (such termination, an “End Date Termination”); provided, however, that the right to terminate the Merger Agreement pursuant to the End Date Termination will not be available to any party whose material breach of its representations, warranties or obligations under the Merger Agreement has been a principal cause of or resulted in the failure of the Effective Time to occur on or before the date of such termination;

(ii) if there exists any law or order having the effect of making the Merger illegal or prohibiting or otherwise preventing the consummation of the Merger or imposing a Burdensome Condition (which, in each case, has become final and non-appealable); provided, that the right to so terminate the Merger Agreement will not be available to any party whose material breach of its representations, warranties or obligations under the Merger Agreement has been the principal cause of or resulted in the existence of such law or order; or

(iii) if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) will have concluded and the required Shockwave stockholder approval was not obtained (such termination, a “No Vote Termination”);

(i) (A) Shockwave is not in breach of the Merger Agreement such that Parent has the right to terminate the Merger Agreement pursuant to a Shockwave Breach Termination (as defined below), (B) Parent

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and/or Merger Sub has breached or otherwise failed to perform any of their respective covenants, agreements, or other obligations under the Merger Agreement, or any of the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement has become or been inaccurate, which in either case would give rise to the failure of the Parent Representations Condition or the Parent Covenant Condition and (C) such breach, failure to perform or inaccuracy is not capable of being cured by the Termination Date or is not cured within 20 business days following Shockwave’s delivery of written notice to Parent of such breach, failure to perform or inaccuracy (such termination, a “Parent Breach Termination”); or

(ii) prior to obtaining the required Shockwave stockholder approval, the Shockwave Board has determined to terminate the Merger Agreement in accordance with the terms described in the subsection “— The Shockwave Board Recommendation; Shockwave Board Recommendation Change” above in order to concurrently with such termination enter into a definitive agreement with respect to a Superior Proposal; provided that (A) Shockwave has complied in all material respects with the terms described in the subsection “— The Shockwave Board Recommendation; Shockwave Board Recommendation Change” and “— No Solicitation” above, and (B) concurrently with and as a condition to such termination, the Shockwave Board pays Parent the Termination Fee (such termination, a “Superior Offer Termination”);

(i) (A) Parent and Merger Sub are not in breach of the Merger Agreement such that Shockwave has the right to terminate the Merger Agreement pursuant to a Parent Breach Termination, (B) Shockwave has breached or failed to perform any of its covenants, agreements or other obligations under the Merger Agreement, or any of the representations and warranties of Shockwave set forth in the Merger Agreement has been or become inaccurate, which in either case would give rise to the failure of any of the Shockwave Representations Condition or the Shockwave Covenant Condition to be satisfied, and (C) such breach, failure to perform or inaccuracy is not capable of being cured by the Termination Date or is not cured within 20 business days following Parent’s delivery of written notice to Shockwave of such breach, failure to perform or inaccuracy (such termination, a “Shockwave Breach Termination”); or

(ii) (A) a Shockwave Board Recommendation Change has occurred or (B) following receipt by Shockwave of an Acquisition Proposal that is publicly announced or otherwise publicly known, Shockwave has failed to publicly reaffirm the Shockwave Board Recommendation within ten business days of receipt of a written request by Parent to provide such reaffirmation (such termination, a “Change in Recommendation Termination”).

Effect of Termination

If the Merger Agreement is properly and validly terminated, the Merger Agreement will be of no further force or effect (other than the confidentiality and certain other specified provisions therein) and, subject to the payment of the Termination Fee (as defined below), there will be no liability of any party or parties to the Merger Agreement or their respective directors, officers, employees, affiliates, agents or other representatives; provided that no party will be relieved from any liability or damage resulting from any Fraud or Willful Breach (each, as defined below) of the Merger Agreement that occurs prior to such termination.

“Fraud” means common law fraud under Delaware law of Shockwave, Parent or Merger Sub, as applicable, in the making of the representations and warranties set forth in the Merger Agreement.

“Willful Breach” means a material breach of a covenant or obligation set forth in the Merger Agreement that is the consequence of an act or omission by the breaching party with the actual knowledge that the taking of such act or failure to take such action would cause or constitute such material breach of a covenant or obligation set forth in the Merger Agreement.

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Termination Fee

Shockwave has agreed to pay Parent a termination fee of $448,000,000 (the “Termination Fee”) in the event that:

In no event will Shockwave be required to pay the Termination Fee on more than one occasion. The payment by Shockwave of the Termination Fee (and, in respect of any overdue payment, if applicable, (i) expense reimbursement of Parent (including disbursements and fees of counsel) incurred in the successful collection of such overdue amount, including in connection with any related legal proceedings and (ii) interest payments) will be the sole and exclusive remedy of Parent and Merger Sub in the event of termination of the Merger Agreement under circumstances requiring the payment of a Termination Fee for any and all losses or damages suffered or incurred by Parent or any of its affiliates or representatives in connection with the Merger Agreement and the Transactions (and the termination thereof or any matter forming the basis for such termination), including the Merger (except that such payment by Shockwave of the Termination Fee will not limit the rights or remedies of Parent or any of its affiliates under the equitable remedy provisions described in “— Remedies” below or in the case of Willful Breach).

Remedies

Parent, Merger Sub and Shockwave have agreed that irreparable damage would occur in the event that any provision of the Merger Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the parties have acknowledged and agreed that in the event of any breach by Shockwave, on the one hand, or Parent and/or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in the Merger Agreement, Shockwave, on the one hand, and Parent and Merger Sub, on the other hand, will be entitled (without proof of actual damages or otherwise or posting or securing any bond) to an injunction or injunctions to prevent or restrain breaches of the Merger Agreement by the other (as applicable), and to specifically enforce the terms and provisions of the Merger Agreement to prevent breaches of, or to enforce compliance with, the covenants and obligations of the other under the Merger Agreement. Shockwave, on the one hand, and Parent and Merger Sub, on the other hand, have agreed not to oppose the availability of the equitable remedy of specific performance on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.

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Fees and Expenses

Except in limited circumstances expressly specified in the Merger Agreement, including as described under subsection “— Termination Fee” above, all fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party or parties, as applicable, incurring such expenses whether or not the Merger are consummated.

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on Nasdaq under the symbol “SWAV.” As of the Record Date, there were 37,507,733 shares of our common stock outstanding. We have never declared or paid any cash dividends on our common stock.

The following table presents the high and low intra-day sale prices of our common stock on Nasdaq during the fiscal quarters indicated: