Instructure : Investor Day Presentation

Investor Day

March 2024

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Safe harbor statement

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward- looking statements are based on our management's beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are "forward-looking statements," including statements relating to expectations and benefits of our strategy, market share and growth opportunities, M&A strategy and expansion, organic platform expansion, future business and product capabilities, future financial performance, and financial guidance. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "will," "should," "expect," "plan," "anticipate," "project," "believe," "estimate," "predict," "potential" or "intend," the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. These statements are only predictions. You should not place undue reliance on our forward-looking statements.

Forward-looking statements are not guarantees of future performance and are subject to future events, risks and uncertainties, many of which are beyond our control, or currently unknown to us. Our assumptions may turn out to be inaccurate and cause actual events or results to differ materially from our expectation or projections. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: risks associated with the continued economic uncertainty, including persistent inflation, labor shortages, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession, reduced spending by customers and geopolitical instability; failure to continue our recent growth rates; the effects of increased usage of, or interruptions or performance problems associated with, our learning platform; the impact on our business and prospects from health pandemics and epidemics; our history of losses and expectation that we will not be profitable for the foreseeable future; or ability to acquire new customers and successfully retain existing customers; failure of the markets for our applications to develop at anticipated rates; failure to manage our growth effectively; changes in the spending policies or budget priorities for government funding of Higher Education and K-12 institutions; and other factors disclosed in our filings with the Securities and Exchange Commission ("SEC"), including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. You should evaluate all forward-looking statements made in this presentation in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. All written and oral forward-looking statements are expressly qualified by this cautionary statement as well as other cautionary statements that are made from time to time in our SEC filings and public communications. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward- looking statements included in this presentation are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Non-GAAP Financial Information

This presentation contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP"). These financial measures include Non-GAAP Gross Profit Margin, Adjusted EBITDA, Free Cash Flow, Unlevered Free Cash Flow, Adjusted Unlevered Free Cash Flow and net debt. Non-GAAP financial measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies. We urge you to review the reconciliation of our historical non-GAAP financial measures to the most directly comparable GAAP financial measures set forth in the Appendix to this presentation, and not to rely on any single financial measure in isolation to evaluate our business. We are unable to provide guidance or a reconciliation for forward-lookingnon-GAAP measures because we cannot provide a meaningful or accurate calculation or estimation of certain items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including stock-based compensation and amortization of acquisition-related intangibles. Thus, we are unable to present a quantitative reconciliation of non-GAAP guidance to GAAP guidance because such information is not available.

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Instructure Dream Big video

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Steve Daly: Chief Executive Officer

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Key messages for today

1. We are a vertical SaaS leader, with powerful network effects, serving the entire learning market
2. We have a growth strategy composed of sizeable runway in our core markets + new opportunities unlocked by our platform expansion since IPO
3. We are now addressing more market segments than before: Credentials, Non-traditional and Partner are new, large opportunities for us
4. Product strategy & GTM strategy have evolved to best address our organic + inorganic growth opportunities
5. Our elite financial profile combines high visibility and durable growth with compounding cash flow to fund investments underpinning our growth strategy
6. Clear pathway to deliver 9-11%organic ARR growth rate over a sustained timeframe

Note: ARR represents annualized recurring revenue from subscription and support under contract at a point of time

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Our vision is to be the ecosystem that powers learning for a lifetime and turns that learning into opportunities

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Our mission is focused on teaching and learning

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Our mission uniquely positions us to address critical challenges in education

1 NAEP School Survey (2022); 2 EY Parthenon "K-12 education technology in the wake of COVID-19" (2022); 3 Credential Engine "Counting U.S Secondary and Postsecondary Credentials Report (2022)"; 4 NCES data for Fall 2022 representing students enrolled in distance education courses in postsecondary institutions; 5 Instructure survey "Navigating Generative AI: Key Insights for This School Year" (2023)

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