You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of National Instruments Corporation, a Delaware corporation (which we refer to as “NI,” the “Company,” “we,” “us,” and “our”), to be held virtually via live webcast on [  ], 2023, beginning at [  ] Central Daylight Time (unless the Special Meeting is adjourned or postponed). NI stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/NATI2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of April 12, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among NI, Emerson Electric Co., a Missouri corporation (which we refer to as “Parent”), Emersub CXIV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to NI’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into NI (which we refer to as the “Merger”), with NI continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.01 per share, of NI (which we refer to as “NI common stock”) outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $60.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, less any applicable withholding taxes, for each share of NI common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of NI, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that it is in the best interests of NI and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (c) resolved to recommend that the stockholders of NI adopt the Merger Agreement and directed that such matter be submitted for consideration of the stockholders of NI at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special 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 Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, 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 (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares 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 Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of NI common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [  ], 2023, and, together with the enclosed form of proxy card, is first being mailed to NI stockholders on or about [  ], 2023.

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of National Instruments Corporation, a Delaware corporation (which we refer to as “NI,” the “Company,” “we,” “us,” and “our”), will be held virtually via live webcast on [   ], 2023, beginning at [   ] Central Daylight Time (unless the Special Meeting is adjourned or postponed). NI stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/NATI2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only NI stockholders of record as of the close of business on [   ], 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the virtual Special Meeting, 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 (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares 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 Agreement Proposal, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of NI common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.”

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events, and any statements using words such as “believe,” “expect,” “anticipate,” “plan,” “will,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “projected,” “predict,” “anticipate,” “continue,” “seek to,” “strive to,” “endeavor to,” “focus on,” or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause NI’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include:

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to NI’s Annual Report on Form 10-K for the year ended December 31, 2022 and to other documents filed by NI with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. NI is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

The Special Meeting will be held virtually via live webcast on [   ], 2023, beginning at [   ] Central Daylight Time (unless the Special Meeting is adjourned or postponed). NI stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/NATI2023SM, which we refer to as the “Special Meeting website.”

At the Special Meeting, we will ask NI stockholders to vote on proposals to: (a) adopt the Merger Agreement Proposal; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

Only NI stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of NI stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 11500 North Mopac Expressway, Austin, Texas 78759, during regular business hours for a period of no less than 10 days before the Special Meeting, as well as on the Special Meeting website during the Special Meeting. If NI’s headquarters are closed during such period for health and safety reasons related to the COVID-19 pandemic, the list of NI stockholders will be made available for inspection upon request to our Corporate Secretary at 11500 North Mopac Expressway, subject to the satisfactory verification of NI stockholder status. The list will also be available electronically during the Special Meeting on the Special Meeting website. As of the Record Date, there were [   ] shares of NI common stock outstanding and entitled to vote at the Special Meeting.

The presence, in person, or by remote communication, or represented by proxy, of the holders of a majority of the shares of NI common stock entitled to vote on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Each NI stockholder shall be entitled to one vote for each share of NI common stock owned at the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of NI common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, [   ] votes constitute a majority of the outstanding shares of NI common stock. Adoption of the Merger Agreement by NI stockholders is a condition to the consummation of the Merger.

The affirmative vote of the holders of the shares of NI common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of NI common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any NI stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for NI stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the NI stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. NI does not expect any broker non-votes at the Special 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 Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of NI common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

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

We currently expect that our executive officers and directors will vote all of their respective shares of NI common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal, although none of them have entered into any agreements obligating them to do so.

You can vote at the virtual Special Meeting, which will be held on [   ], 2023, at [   ] Central Daylight Time at www.virtualshareholdermeeting.com/NATI2023SM (unless the Special Meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although NI offers multiple voting methods, NI encourages you to vote over the Internet or by phone as NI believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

Vote at [   ] in advance of the Special Meeting. The Internet voting system is available 24 hours per day until 11:59 p.m. Eastern Daylight Time on [   ], 2023. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Daylight Time on [   ], 2023. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Daylight Time on [   ], 2023.

All shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the NI stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal on an advisory (nonbinding) basis, your shares of NI common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, contacting your bank, broker or other nominee to obtain a control number so that you may vote. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Any proxy given by an NI stockholder may be revoked before the Special Meeting by doing any of the following:

If you hold your shares of NI 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 at the virtual Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number.

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

The Board of Directors has unanimously: (a) determined that it is in the best interests of NI and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (c) resolved to recommend that the stockholders of NI adopt the Merger Agreement and directed that such matter be submitted for consideration of the stockholders of NI at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The Board of Directors is soliciting your proxy, and NI will bear the cost of soliciting proxies. MacKenzie has been retained to assist with the solicitation of proxies. MacKenzie will be paid approximately $50,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of NI common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by NI or, without additional compensation, by NI or NI’s directors, officers and employees.

Assuming timely satisfaction of necessary closing conditions, including the approval by NI stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in the first half of Parent’s fiscal year 2024.

If the Merger is consummated, NI stockholders who continuously hold shares of NI common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that NI stockholders who perfect their appraisal rights, do not thereafter withdraw their demand for appraisal, and follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of NI common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each NI stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, NI stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

NI stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to NI before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of NI common stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss

appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the NI stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at https:// delcode.delaware.gov/title8/c001/sc09/index.html#262) and is incorporated herein by reference. If you hold your shares of NI common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights.”

If the Merger is completed, the shares of NI common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and shares of NI common stock will no longer be publicly traded.

Pursuant to the DGCL and NI’s bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more NI stockholders reside if we believe the stockholders are members of the same family. Each NI stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another NI stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are an NI stockholder of record, you may contact us by writing to our Corporate Secretary at 11500 North Mopac Expressway, Austin, Texas 78759 or by calling our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of NI common stock, please contact our proxy solicitor:

This discussion of the Merger is qualified in its 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. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

NI is a provider of software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost. With a focus on growing end segments including electric and autonomous vehicles, wireless communications and new space technology, NI’s solutions help customers solve current and future test challenges, and improve speed, and efficiency in their product development cycles. NI’s team consists of approximately 7,000 employees worldwide in over 40 locations. NI’s principle executive offices are located at 11500 North Mopac Expressway, Austin, Texas 78759, and its telephone number is (512) 683-0100. NI common stock is listed on NASDAQ under the symbol “NATI.”

Emerson is a global technology and software company providing innovative solutions for the world’s essential industries. Through its leading automation portfolio, including its majority stake in AspenTech, Emerson helps hybrid, process and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. Emerson common stock is listed on the New York Stock Exchange (which we refer to as “NYSE”) under “EMR” and NYSE Chicago.

Merger Sub is a wholly owned subsidiary of Parent and was incorporated on April 6, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any activities other than in connection with or as contemplated by the Merger Agreement.

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into NI, the separate corporate existence of Merger Sub will cease and NI will continue its corporate existence under the DGCL as the Surviving Corporation. As a result of the Merger, NI will become a wholly owned subsidiary of Parent, and NI common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, NI common stock will be deregistered under the Exchange Act, and NI will no longer file periodic or other reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, subject to your appraisal rights (see the section of this proxy statement entitled “— Appraisal Rights”).

The Effective Time will occur at such time as the certificate of merger with respect to the Merger has been duly filed with the Delaware Secretary of State or at such later date or time as may be agreed by NI and Parent and specified in the certificate of merger in accordance with the DGCL.

If the Merger Agreement is not adopted by NI stockholders, or if the Merger is not completed for any other reason:

At the Effective Time, by virtue of the Merger and without any action on the part of NI, Parent, Merger Sub, or the holders of any securities of NI or Merger Sub, each share of NI common stock (other than the Unconverted Shares) outstanding immediately prior to the Effective Time will be converted automatically into the right to receive the Merger Consideration of $60.00 in cash, without interest, subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of NI common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as an NI stockholder (except that NI stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement entitled “— Appraisal Rights.”

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company RSU as of immediately prior to the Effective Time. Each other Company RSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to such Company RSU immediately prior to the Effective Time, with the number of shares of Emerson common stock underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company RSU immediately prior to the Effective Time and (b) the quotient obtained by dividing (x) the Merger Consideration by (y) the volume-weighted average closing price per share of Emerson common stock on the New York Stock Exchange for the five trading days preceding the Closing Date (such quotient, the “Equity Award Exchange Ratio”).

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company PSU as of immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time). Each other Company PSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to such Company PSU immediately prior to the Effective Time (excluding any performance-based vesting conditions), with the number of shares of Emerson common stock

underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company PSU immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time) and (b) the Equity Award Exchange Ratio.

Prior to the Effective Time, the Board of Directors or the appropriate committee thereof will take all actions reasonably necessary to: (i) cause the offering period ongoing under the Company ESPP as of the date of the Merger Agreement to be the final offering period thereunder and the options under the Company ESPP to be exercised on the earlier of (A) the scheduled purchase date for such offering period and (B) the date that is five business days prior to the Closing Date, (ii) prohibit any individual who is not participating in the Company ESPP as of the date of the Merger Agreement from commencing participation in the Company ESPP following the date of the Merger Agreement, (iii) prohibit participants in the Company ESPP from increasing their payroll deductions from those in effect as of the date of the Merger Agreement and (iv) terminate the Company ESPP as of, and subject to, the Effective Time.

On May 16, 2022, Lal Karsanbhai, President and Chief Executive Officer of Emerson, contacted Eric Starkloff, NI’s President and Chief Executive Officer, regarding Emerson’s potential interest in an acquisition of NI. Mr. Starkloff and Mr. Karsanbhai spoke on May 25, 2022, during which Mr. Karsanbhai indicated that Emerson was interested in a potential acquisition of NI.

On May 25, 2022, Emerson emailed a letter to NI (the “May 25 Letter”). The May 25 Letter contained a proposal to acquire all of the outstanding shares of NI for $48 in cash per share. The May 25 Letter noted, among other things, that Emerson’s proposal was based on publicly available information and was subject to the completion of customary and confirmatory due diligence. The May 25 Letter also noted that the proposal was not subject to any financing condition and that Emerson was prepared to work with NI and its advisors to complete due diligence and negotiate a mutually agreeable merger agreement in parallel.

On May 26, 2022, the Board of Directors (the “Board”) met, with representatives of its legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) in attendance. The Board and management discussed the May 25 Letter, current NI strategy and business performance as well as prior discussions with the Board regarding NI’s prospects and positioning, engagement of outside advisors and other next steps. The Board agreed to reconvene in June to continue the discussion, including with the assistance of outside financial advisors and its legal advisors at Wachtell Lipton.

Between May 26 and June 10, 2022, NI retained BofA Securities, Inc. (“BofA Securities”) as financial advisor to NI in connection with its consideration of the May 25 Letter. BofA Securities was selected based on its qualifications, experience and reputation in the technology sector and its knowledge of NI’s business and affairs. NI executed an engagement letter with BofA Securities on June 10, 2022 with respect to BofA Securities advising NI regarding the May 25 Letter. In connection with its engagement by NI, BofA Securities provided a relationship disclosure letter providing certain information regarding its relationships with NI and Emerson, which relationship disclosure letter was subsequently updated on January 22, 2023, February 26, 2023, and April 12, 2023.

On June 14, 2022, the Board met, with representatives of BofA Securities and Wachtell Lipton in attendance. In consultation with its advisors, the Board and management further discussed the May 25 Letter, NI’s strategy, performance and valuation considerations, and potential responses to Emerson. The Board discussed the timing of Emerson’s proposal, taking into account broader market and industry volatility and company-specific circumstances, such as, among others, that NI’s strategic plan was in the early stages of realization. The Board members concluded that Emerson’s proposal substantially undervalued NI, including relative to the potential value that could be realized and unlocked from execution of NI’s strategic plan and relative to the valuation methodologies presented by BofA Securities and discussed with the Board. In light of these considerations, the Board unanimously determined to reject Emerson’s proposal and directed management to convey this determination to Emerson.

On June 16, 2022, NI emailed a letter to Emerson (the “June 16 Letter”), signed by Mr. Starkloff and Michael E. McGrath, Chairman of NI’s Board, which stated that the NI Board had carefully reviewed the

May 25 Letter, with the assistance of its financial and legal advisors, and that the Board had unanimously determined that the proposal outlined in the May 25 Letter did not provide a basis for further discussions. The June 16 Letter also stated that NI’s Board and management team would remain focused on executing NI’s strategies that are producing a significant and steady increase in bookings and revenue, strengthened operational performance, and advances in technology.

On June 22, 2022, Emerson emailed a letter to NI (the “June 22 Letter”) stating that Emerson was disappointed in NI’s response and reiterated Emerson’s proposal to acquire NI for $48 per share. The June 22 Letter noted that Emerson had engaged advisors and was prepared to work with NI and its advisors to complete due diligence and negotiate a mutually agreeable merger agreement. Emerson also requested access to limited nonpublic information subject to a non-disclosure agreement.

On July 19 and 20, 2022, the Board held meetings in Austin, Texas, during which members of NI management and representatives of Wachtell Lipton participated. During these meetings, the Board and management discussed the June 22 Letter and various aspects of Emerson’s outreach, including that the June 22 Letter reaffirmed Emerson’s prior inadequate proposal, the potential for Emerson to change its offer and the degree to which Emerson would pursue the potential transaction, the potential for entry into a confidentiality agreement and engaging in due diligence and negotiations with Emerson, and various strategic and financial alternatives. The Board reaffirmed its view that Emerson’s proposal was not in the best interests of NI and its stockholders and did not reflect the value expected to be generated by NI’s business strategies. Following discussion, the Board concluded that the proposal from Emerson did not merit engaging in further discussions with or providing diligence materials to Emerson. The Board also discussed with management and its advisors the potential steps NI could take at the upcoming earnings call to highlight NI’s momentum, prospects, margin priorities and other financial and operating performance matters. Following discussion, the Board unanimously determined to reaffirm its continued rejection of Emerson’s proposal and authorized Mr. McGrath, Mr. Starkloff and R. Eddie Dixon, Jr., NI’s Chief Legal Officer, Senior Vice President and Secretary, to determine the precise manner and content for communicating the reaffirmed rejection to Emerson.

On August 2, 2022, NI emailed a letter to Emerson (the “August 2 Letter”). The August 2 Letter stated that the NI Board had carefully reviewed the June 22 Letter, with the assistance of its financial and legal advisors, and that the Board remained unanimously of the view that Emerson’s proposal was not in the best interests of NI and its stockholders.

On November 3, 2022, Emerson emailed a letter to NI (the “November 3 Letter”), which increased Emerson’s proposal to acquire NI from $48 per share to $53 per share. The November 3 Letter further stated that, in preparation for all options, Emerson had accumulated 2.3 million NI shares in the open market and intended to file for approval under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) to facilitate additional purchases, and that Emerson was prepared to run a slate of directors targeting the two members of the Board up for re-election at NI’s next annual meeting.

On November 4, 2022, NI emailed a letter to Emerson confirming receipt of the November 3 Letter and stating that Mr. Starkloff and Mr. McGrath would discuss with the NI Board.

On November 10, 2022, the Board met, with representatives of Wachtell Lipton in attendance. Mr. McGrath proposed establishing, in the interests of efficiency, an ad hoc committee of the Board, which would meet regularly to evaluate, with the input of senior management and the Board’s external legal and financial advisors, proposals as to extraordinary transactions made by third parties, including Emerson, and other potential alternative extraordinary transactions and related strategic matters. The committee, which would consist of Mr. McGrath as Chair and James Cashman, III and Gayla Delly as members, would not have decision making authority, which authority would remain with the full Board. Following discussion, the Board unanimously approved resolutions establishing such a committee (the “Transaction Evaluation Committee” or the “TEC”). The Board and management discussed the proposal from Emerson, other potential strategic partners and synergies with such potential partners. The Board and management, along with Wachtell Lipton, discussed next steps for drafting a response to the November 3 Letter. Wachtell Lipton also discussed the timing of a response in connection with Emerson’s upcoming investor day, and the timing of a potential proxy fight.

Following the Board meeting on November 10, the Transaction Evaluation Committee met, with members of NI management and representatives of Wachtell Lipton in attendance. The members of the TEC discussed with the representatives from Wachtell Lipton the content and tenor of NI’s response to the November 3 Letter,

which the TEC would draft and submit to the full Board for approval. The members of the TEC and Wachtell Lipton also discussed considerations that would be relevant if Emerson were to make its proposal to acquire NI public and how NI might respond to a public disclosure by Emerson.

On November 15, 2022, NI emailed a letter to Emerson (the “November 15 Letter”) stating that NI and its Board take Emerson’s proposal seriously, and notifying Emerson that the Board had established a working group of the Board to examine Emerson’s proposal in greater detail as NI examines and evaluates options with the assistance of its advisors, inclusive of other prospective purchasers and transaction partners.

On November 16, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of Wachtell Lipton in attendance. The members of the TEC discussed go-forward approaches with respect to various items, including evaluating potential strategic and business options and actions for NI, the multi-year transformation of NI currently underway, engagement with Emerson following the latest communications between NI and Emerson, including the November 15 Letter, potential actions that Emerson might take, and the likelihood that other potential transaction partners and acquirers could be interested in pursuing a transaction with NI, among other topics.

Later on November 16, Emerson emailed a notice to NI that Emerson is an “acquiring person” under the HSR Act and intended to file a notification and report form with the Federal Trade Commission and the Antitrust Division of the Department of Justice to acquire 50% or more of NI voting securities.

On November 23, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of Wachtell Lipton in attendance. They discussed the timing and steps of a typical tender offer and response and the process of a typical proxy fight, key dates leading to NI’s annual meeting, including NI’s and Emerson’s earnings releases, NI’s nomination window for stockholder director nominations, illustrative timing for filing proxy statements in a potential proxy fight, and related SEC deadlines. The members of the TEC also discussed NI’s options for potential actions to protect the interests of NI and its stockholders, including the potential adoption of a shareholder rights plan.

On November 28, 2022, the Transaction Evaluation Committee met, with members of NI management and Alexander Davern, director and former Chief Executive Officer of NI, in attendance. The members of the TEC discussed expectations and timing for upcoming TEC and Board meetings, including a review of the valuation analysis that BofA Securities was preparing based on NI’s updated financial plan. Mr. Starkloff presented NI’s 2023-2025 business plan.

On December 1, 2022, the independent directors of NI held a meeting during which the members of the Transaction Evaluation Committee informed the independent directors of the actions taken to date by the TEC and anticipated next steps. Mr. McGrath discussed the business plan that had been presented by Mr. Starkloff at the prior TEC meeting and noted that it would be used by BofA Securities for a forthcoming valuation presentation. Mr. McGrath provided an outline of next steps, including a special meeting of the Board to be held on December 11 to review NI’s business plan and BofA Securities’ analysis and to review response options and determine next steps with respect to Emerson or other alternative paths. Mr. McGrath also noted the possibility of a tender offer by Emerson and discussed actions to be taken in preparation for responding in such a scenario.

On December 5, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of Wachtell Lipton in attendance. The TEC discussed the possibility of initiating a strategic review process, pursuant to which the Board would review and consider NI’s strategic options, including exploring potential offers from third parties to acquire NI, and various considerations concerning whether a strategic review process would be announced publicly or conducted privately. The TEC discussed with its advisors the likely timing for a potential strategic review process and the potential outcomes of such a process, including the possibility that the Board could determine at the conclusion of such a process that remaining independent could be in the best interests of NI and its stockholders. The TEC and Wachtell Lipton discussed that, as part of any strategic review process, Emerson would be encouraged to engage with NI regarding a potential transaction.

On December 7, 2022, Sara Bosco, Emerson’s Senior Vice President, Secretary and Chief Legal Officer, sent a letter to Mr. Dixon stating that, in connection with Emerson’s anticipated nomination of persons for election to the Board of NI, Emerson requested a copy of the written representation and agreement and the written questionnaire required under NI’s bylaws to be included in Emerson’s notice of nomination.

On December 10, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of Wachtell Lipton in attendance. The TEC discussed the features of a potential strategic review process and considered the appropriate timing of such a process should it be undertaken and the criteria the Board might use for deciding whether to pursue a transaction or remain independent. The TEC considered potential strategic partners that might engage with NI in a strategic review process, possible synergies with these partners, and the use of clean team arrangements with certain counterparties if needed. The TEC also discussed, in light of Emerson’s proposals to NI, whether the process would be conducted privately or announced publicly and, if the latter, what a press release announcing the strategic review might include.

On December 11, 2022, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff and other members of NI’s management presented to the Board an overview of NI’s updated strategic plan. Among other topics, they summarized the transformational work that had taken place over the past several years, the bookings outlook and revenue assumptions, cost-cutting measures including an expected workforce reduction, NI’s market position, and margin improvement. BofA Securities presented to the Board industry trading statistics and data on select precedent transactions, including transactions in which Emerson was the acquirer. BofA Securities reviewed with the Board an illustrative discounted cash flow analysis, highlighting key changes from the prior analysis presented to the Board in June, and a summary valuation of NI. BofA Securities also discussed potential partners that could be contacted as part of a strategic review process and the likely ability of those partners to participate in a process based on the composition of their balance sheets and other factors. Mr. McGrath summarized for the Board the key developments and discussions of the Transaction Evaluation Committee to date. Mr. McGrath and the other members of the TEC then discussed with the Board the Board’s options for responding to Emerson’s proposal and potential next steps by Emerson in reaction to each potential response by NI. The TEC conveyed its view that it would be in the best interest of NI’s stockholders to explore initiating a strategic review process pursuant to which the Board would review and consider NI’s strategic options, including any proposals by Emerson. The Board authorized the TEC to work with Mr. Starkloff and NI’s financial and legal advisors to develop a communication to Emerson regarding its proposal and to continue making preparations for a strategic review process.

On December 14, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff reviewed key topics for the meeting as a result of the December 11 Board meeting, at which the Board had authorized the TEC to continue making preparations for a strategic review process. The TEC and the others present discussed the appropriate timing for conducting the strategic review process. Following the guidance of the Board at the December 11 Board meeting, the TEC determined that Mr. Starkloff should respond to Emerson’s letter indicating that NI would be willing to enter into a suitable confidentiality agreement with Emerson and subsequently provide Emerson with nonpublic information about NI pursuant to such an agreement. The TEC and the others present discussed the timing and approach for a potential meeting with Emerson to provide additional information about NI.

Following the TEC meeting on December 14, Mr. Dixon e-mailed a letter to Ms. Bosco confirming that NI was in receipt of Emerson’s request regarding the materials referenced in the December 7 Letter and that NI would provide Emerson with the documents shortly.

On December 14, Ms. Bosco sent a demand letter to Mr. Dixon pursuant to Section 220 of the Delaware General Corporation Law requesting the opportunity to inspect certain stockholder list materials of NI in connection with Emerson’s solicitation of proxies from stockholders of NI with respect to NI’s 2023 annual meeting of stockholders (the “220 Demand”). The 220 Demand sought a response from NI by December 22, 2022.

On December 15, 2022, Mr. Starkloff and Mr. Karsanbhai spoke by telephone to discuss next steps and a potential in-person meeting between NI and Emerson in the coming weeks.

On December 16, 2022, Mr. Starkloff and Mr. Karsanbhai exchanged emails to schedule an in-person meeting on January 4, 2023 in Austin, Texas (the “January 4 Meeting”). That same day, Wachtell Lipton sent a draft confidentiality agreement (the “NI-Emerson NDA”) to Emerson’s legal counsel, Davis Polk & Wardwell LLP (“DPW”).

On December 19, 2022, DPW returned the draft NI-Emerson NDA with comments to Wachtell Lipton. That same day, Wachtell Lipton sent DPW the director nominee form of representation and agreement and the director questionnaire as requested in the December 7 Letter. The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on December 19, 2022.

On December 20, 2022, Mr. Starkloff and Mr. Karsanbhai discussed the timing and topics for discussion during the upcoming January 4 Meeting. Also on December 20, 2022, Wachtell Lipton and DPW had a call to discuss the NI-Emerson NDA.

On December 21, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Wachtell Lipton summarized the terms of the draft NI-Emerson NDA that had been sent to DPW on December 16 and the subsequent discussions between Wachtell Lipton and DPW. Mr. Starkloff then provided an update on his correspondence with Mr. Karsanbhai related to the January 4 Meeting. Mr. Starkloff and BofA Securities also discussed the diligence list topics sent by Emerson in advance of the meeting. The TEC and the others present discussed the potential timing for publicly announcing the strategic review process following the January 4 Meeting and next steps.

On December 22, 2022, Wachtell Lipton sent a letter to DPW advising that NI would make books and records available to Emerson in response to its 220 Demand subject to a confidentiality agreement (the “220 NDA”). On December 23, DPW sent a revised draft of the director nominee form representation and agreement to Wachtell Lipton, and, on December 27, DPW sent a revised draft of the 220 NDA to Wachtell Lipton.

On December 23, 2022, NI and Emerson executed the NI-Emerson NDA, which provided for a standstill lasting until 11:59 p.m. Eastern Time on January 6, 2023.

On December 28, 2022, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff and Mr. Dixon provided an overview of the agenda for the January 4 Meeting, and Mr. Starkloff previewed the presentation materials and topics for discussion at the meeting. Following discussion, the TEC decided that Ms. Delly, as Chair of the Board’s Audit Committee, would attend the meeting to provide continuity given NI’s Chief Financial Officer transition.

On January 4, 2023, representatives from NI and Emerson, including Mr. Starkloff and Mr. Karsanbhai, met in Austin, Texas, during which representatives from Emerson provided an overview of Emerson’s strategy and plans for the test and measurement business, and the representatives from NI then presented materials about NI. Mr. Starkloff concluded the meeting by proposing to extend the standstill agreement between the two companies for approximately one week so that Emerson could consider revising its proposal to acquire NI in the context of the nonpublic information it had just received, to which Mr. Karsanbhai responded that he would reply shortly.

Also on January 4, following the meeting with Emerson, the Transaction Evaluation Committee met, with all members of the Board, members of NI management, and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff, Ms. Delly, and Mr. Dixon summarized the meeting with Emerson that morning, including the key questions that the representatives from Emerson had raised during NI’s presentation. Wachtell Lipton discussed the shareholder rights plan that the Board was considering adopting in connection with announcing a strategic review process in order to ensure the integrity of such a process and create a level playing field for all participants, including the terms and mechanics of the rights plan, the process for the Board’s adoption of the rights plan, and the potential timing for adoption of the rights plan and announcement thereof.

On January 5, 2023, Mr. Starkloff and Mr. Karsanbhai spoke by phone. Mr. Karsanbhai reiterated Emerson’s view that $53 per share was a fair valuation for NI but stated that there could be an opportunity for a modest increase if NI provided Emerson with additional information.

Later that day, NI and Emerson amended the NI-Emerson NDA to extend the standstill from January 6, 2023 at 11:59 p.m. Eastern Time to January 13, 2023 at 11:59 p.m. Eastern Time.

On January 10, 2023, Mr. Starkloff and Mr. Karsanbhai spoke by phone to confirm the timing of Emerson’s revised offer and to discuss the potential value of the offer. Mr. Karsanbhai assured Mr. Starkloff that Emerson would submit a revised offer by the following afternoon with a merger agreement that Emerson would be prepared to sign and announce before NI’s next earnings call and suggested that there may not be much of an increase in the bid price.

On the morning of January 11, 2023, the Transaction Evaluation Committee met, with Mr. Dixon in attendance. The TEC discussed the January 4 Meeting, which Ms. Delly had attended, Emerson’s current proposal and the possibility of an updated proposal from Emerson later that day.

On the afternoon of January 11, Mr. Starkloff and Mr. Karsanbhai spoke to discuss Emerson’s revised offer. Mr. Karsanbhai informed Mr. Starkloff that Emerson had not changed its valuation of NI and was not prepared to provide an increased offer at this time, but that there might be a modest increase if NI met other specified conditions including first negotiating a merger agreement, which merger agreement Mr. Karsanbhai indicated he would provide, among other things.

Following the call, Emerson emailed a letter to NI (the “January 11 Letter”) reiterating Emerson’s proposal to purchase 100% of the outstanding common stock of NI for $53 per share in cash and offering to extend the standstill by one week. Following delivery of the January 11 Letter to Mr. Starkloff and Mr. McGrath, DPW sent a draft merger agreement to Wachtell Lipton.

Also on January 11, the Chief Executive Officer of Party A called Mr. Starkloff, expressing that Party A was interested in a potential business combination with NI and would be able to move quickly if NI were interested in considering such a potential combination.

On January 12, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff provided an overview of his conversation with Mr. Karsanbhai the day before. The Board discussed the January 11 Letter and the draft merger agreement that DPW had sent to Wachtell Lipton. The Board also discussed the shareholder rights plan that it planned to adopt in connection with initiating a strategic review process to ensure an even playing field and that no potential participant would have an unfair advantage in the process by accumulating a large number of shares of NI without paying a premium and using such stakeholding to put pressure on NI. Wachtell Lipton reviewed the terms of the rights plan, including its duration, thresholds for passive and active investors, and the steps that would take place following Board adoption. Wachtell Lipton and BofA Securities then discussed the steps that would take place the next day in connection with the announcement of the strategic review process, including the issuance of the press release, employee communications, and conversations with investors. Wachtell Lipton and BofA Securities discussed with the Board the forms of confidentiality agreement that would be shared with strategic parties and financial sponsors interested in participating in the process, the potential timeline for the strategic review process and the potential counterparties who would be contacted as part of the process. The Board approved the adoption of the rights plan and authorized management to announce the strategic review process and the adoption of the rights plan via press release the following morning.

On the morning of January 13, 2023, NI issued a press release announcing that its Board had initiated a review and evaluation of strategic options, in consultation with its financial and legal advisors, with the intent to unlock and maximize shareholder value and that the comprehensive review would include consideration of a full range of available strategic, business and financial alternatives, including solicitation of interest from potential acquirers and other transaction partners, some of whom had already approached NI. NI also announced in the press release that the Board had adopted a limited duration shareholder rights plan and authorized a dividend distribution of one right for each outstanding share of common stock.

On the day of and in the days following public announcement of the strategic review process, Mr. Starkloff and BofA Securities reached out to and received inbound communications from parties interested in participating in the process. On January 13, Mr. Starkloff had a conversation with the Chief Executive Officer of Party B who expressed Party B’s interest in NI and desire to participate in the process. On January 14, 2023, Mr. Starkloff had an in-person meeting with the Chief Executive Officer of Party A to discuss Party A’s potential participation in the strategic review process.

On the morning of January 17, 2023, Emerson issued a press release announcing that it had submitted a proposal to the Board of NI to acquire NI for $53 per share. The press release stated that the proposal was submitted to NI on November 3, 2022 and represented an improvement over an initial $48 per share proposal submitted on May 25, 2022 and outlined prior engagement between the two companies.

In the afternoon of January 17, NI issued a press release confirming that it had received the Emerson proposal and stating that NI’s Board would evaluate Emerson’s proposal within the context of the ongoing strategic review process.

Also on January 17, following several rounds of comments and discussion over the prior weeks, NI and Emerson executed the 220 NDA.

Following the public announcements by Emerson and NI, Mr. Karsanbhai contacted Mr. Starkloff via email to schedule a call.

On the morning of January 18, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process, including each potential counterparty that had been contacted by Mr. Starkloff or BofA Securities in connection with the process or that had reached out to BofA Securities following the public announcement of the process, which included strategic parties and financial sponsors. The TEC also discussed Mr. Starkloff’s upcoming call with Mr. Karsanbhai, scheduled for later that morning, and potential next steps from Emerson.

Later that morning, Mr. Starkloff and Mr. Karsanbhai spoke by phone and discussed the timeline and next steps. Mr. Starkloff described the strategic review process and his hope that Emerson would participate in the process, noting that he had instructed BofA Securities to reach out to Emerson’s financial advisors to discuss next steps.

Between January 20, 2023 and February 9, 2023, NI executed confidentiality agreements with six parties, including Party A, Party B, and Party C. The confidentiality agreements included standstill provisions, none of which standstill provisions remain in effect.

On January 22, 2023, Mr. Starkloff and Mr. Karsanbhai spoke by phone, and Mr. Karsanbhai informed Mr. Starkloff that Emerson did not intend to pursue director nominations for NI’s 2023 annual meeting.

On January 23, 2023, Emerson issued a press release stating that Emerson had been pleased to see engagement over the course of the previous week between the management teams and advisors for NI and Emerson, that Emerson was optimistic that the NI Board had commenced a process that Emerson believed would lead to the sale of NI, and that NI had confirmed that Emerson would be a participant in that process. The press release further stated that Emerson had decided to proceed in its pursuit of acquiring NI without nominating its selected independent directors for election to NI’s Board at NI’s upcoming annual meeting.

On January 24 and 25, 2023, the Board held meetings in Austin, Texas, during which members of NI management and representatives of BofA Securities and Wachtell Lipton participated. BofA Securities provided an update on the strategic review process, including engagement with Emerson and each other potential counterparty that had either been contacted by BofA Securities or had reached out to BofA Securities or NI in connection with the strategic review process. The Board and the others present discussed next steps in the process, which would include sending a process letter to interested counterparties following the conclusion of management presentations to those parties. The Board, together with members of NI management and Wachtell Lipton, discussed and reviewed the engagement of BofA Securities as NI’s financial advisor in connection with the strategic review process. Following this discussion, the Board approved entry into a second engagement letter with BofA Securities.

Between January 27 and February 9, 2023, NI held management presentations with the parties with which NI had entered into confidentiality agreements.

On February 8, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process, and BofA Securities and NI management summarized the management presentations and

interactions with the potential parties in the process. The TEC and the others present discussed timing and next steps for the process, including the potential due date for parties to submit indications of interest as part of phase one of the process, and the TEC directed BofA Securities and Wachtell Lipton to proceed as discussed.

On February 10, 2023, BofA Securities sent a process letter to each of the seven parties that had signed confidentiality agreements, including Emerson, requesting that the parties submit preliminary indications of interest by February 23. Also on February 10, following receipt of the process letter, one of the parties communicated to NI that it had decided to no longer participate in the strategic review process.

On February 14, 2023, BofA Securities opened an electronic data room with due diligence information and provided access to the parties that remained in the strategic review process.

On the morning of February 15, 2023, the Transaction Evaluation Committee met, with Mr. Dixon in attendance. Mr. Dixon provided an update on the strategic review process, including that the process letters and invitations to an electronic data room had been shared with each of the potential counterparties.

On the afternoon of February 15, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process including the potential counterparties that had participated in management presentations with NI, had received process letters, and had been provided access to an electronic data room and which parties remained in the process. BofA Securities and Wachtell Lipton then discussed the next steps in the strategic review process, which would include selecting parties to continue into phase two of the process, which in turn would include further due diligence and the parties’ comments on a draft merger agreement. The Board authorized its advisors and management to proceed in the manner described and scheduled a meeting for February 28 to review the indications of interest expected to be received on February 23.

On February 17, 2023, BofA Securities spoke with Goldman Sachs which, together with Centerview Partners, are Emerson’s financial advisors, who indicated that Emerson planned to submit an indication of interest on February 23 reaffirming its offer to acquire NI for $53 per share.

On February 23, 2023, four parties submitted nonbinding indications of interest for an acquisition of NI. Party A offered to acquire NI for $54 per share in cash; Party B offered to acquire NI for $57 per share in cash; Party C offered to acquire NI for $55 per share in cash; and Emerson reaffirmed its offer to acquire NI for $53 per share in cash. Additionally, one financial sponsor indicated that it was interested in partnering with a potential buyer in support of an acquisition of NI by providing an equity investment of $500 million to over $2 billion.

On February 28, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities summarized the indications of interest that NI had received on February 23, which had been provided to the Board in advance of the meeting. BofA Securities described what each counterparty had proposed in price, financing plans, expected timing to complete due diligence, expected approvals required, and other terms mentioned in each indication of interest. BofA Securities and Wachtell Lipton then discussed with the Board the next steps for the strategic review process, including which potential counterparties should be invited to participate in the second phase of the process based on the proposals received from each. Wachtell Lipton also discussed with the Board the regulatory profile of a potential transaction with each of Emerson, Party A, Party B, and Party C. Following discussion, the Board authorized management and its advisors to move forward with the second phase of the strategic review process and to invite Emerson, Party A, Party B, and Party C to participate in the second phase. BofA Securities and Wachtell Lipton then discussed with the Board the timeline and milestones for phase two of the process, including communications to the counterparties about phase two and their relative positioning based on the indications of interest, the confirmatory due diligence process (including use of clean team arrangements for competitively sensitive information), and the process for providing comments on a draft merger agreement.

On March 1, 2023, BofA Securities called Emerson, Party A, Party B, and Party C, notifying each party that it had been selected by the Board to participate in phase two of the strategic review process and providing feedback on the party’s indication of interest. BofA Securities also called the financial sponsor that had indicated interest in providing an equity investment to a potential acquirer of NI, stating that BofA Securities would reach out to the financial sponsor if that became of interest at a later point in the strategic review process. Also on March 1, BofA Securities sent draft clean team agreements to Emerson, Party A, Party B, and Party C.

On March 7, 2023, BofA Securities sent a process letter for phase two of the process to each of Emerson, Party A, Party B, and Party C, requesting a fully financed definitive offer for a possible acquisition of NI by April 5, 2023. The phase two process letter also requested that a mark-up of the draft merger agreement and disclosure schedule to the merger agreement be submitted to Wachtell Lipton on or before March 24, 2023. Also on March 7, BofA Securities posted the draft merger agreement to the electronic data room.

On March 8, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities, and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process and next steps in the process, including the due dates provided in the phase two process letter for parties to provide comments on the draft merger agreement and submit acquisition proposals. Wachtell Lipton also discussed with the TEC how the strategic review process might proceed following the anticipated receipt of acquisition proposals on April 5.

Between March 8 and March 9, 2023, Emerson, Party A, and Party B executed clean team agreements with NI, following which BofA Securities provided representatives of each party with access to a clean room in the electronic data room containing competitively sensitive information.

On March 8, 2023, Party C informed BofA Securities that it had decided to no longer participate in the strategic review process.

Throughout the month of March 2023, representatives from NI held a number of due diligence calls and meetings with representatives from Emerson, Party A, Party B, and their respective advisors, and provided additional due diligence materials via the electronic data room.

On March 15, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process, including that Party C had communicated its decision to no longer participate in the process. BofA Securities also provided an overview of the due diligence process and meetings to date with the three remaining potential counterparties, including the participants from NI in the meetings and due diligence sessions and the primary questions posed by the counterparties, and noted that site visits were upcoming. Wachtell Lipton provided an update on the clean team process with the potential counterparties, and BofA Securities and Wachtell Lipton discussed next steps in the strategic review process following the anticipated receipt of acquisition proposals on April 5.

On March 24, 2023, Emerson and Party B submitted comments on the draft merger agreement that had been provided in the electronic data room.

On March 29, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided an update on the strategic review process, in particular on the progress of due diligence, including the diligence calls that had taken place with each of the three remaining parties in the process, and Mr. Starkloff discussed the calls he had had with representatives of each party regarding NI’s preliminary first quarter results. Wachtell Lipton discussed the draft merger agreement markups submitted by Emerson and Party B, differences between the markups on key terms, and Wachtell Lipton’s views on such terms, including key regulatory terms.

On March 30, 2023, Party A submitted comments on the draft merger agreement. On March 31 and April 1, Wachtell Lipton had calls with DPW and with Party A’s and Party B’s respective counsel to provide feedback on each party’s markup of the draft merger agreement in advance of the April 5 deadline for acquisition proposals.

On March 31, 2023, Mr. Starkloff spoke by phone with the respective Chief Executive Officer of each of Emerson, Party A, and Party B, to provide feedback on each party’s preliminary proposal in advance of the April 5 deadline for acquisition proposals.

On the morning of April 5, 2023, the Transaction Evaluation Committee met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Wachtell Lipton provided an update on the conversations with each party’s counsel regarding the draft merger agreement, and BofA Securities provided an update on its recent conversations with the parties and their financial advisors. The TEC and the others present discussed the evaluation process for the bids anticipated to be received later that day and the Board meeting scheduled for April 7.

In the afternoon of April 5, 2023, Emerson and Party A each submitted proposals to acquire NI. Emerson proposed to purchase NI for $57.00 per share in cash. Emerson’s proposal stated that it was not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of funding. Additionally, Emerson stated that it had secured a bridge facility of $7.8 billion from Goldman Sachs and submitted commitment letters along with its proposal. Party A proposed to acquire NI for $56.00 per share in cash. Party A stated that its proposal was not subject to any financing contingency and submitted commitment letters for the full amount of the proposed transaction purchase price.

Also on April 5, 2023, the Chief Executive Officer of Party B called Mr. Starkloff to inform him that Party B had decided to no longer participate in the strategic review process and would not be submitting an updated acquisition proposal.

On April 7, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities provided a summary of the strategic review process to date. Among other things, BofA Securities discussed with the Board the parties contacted by BofA Securities or who had contacted BofA Securities or NI with interest in participating in the process, the parties with whom NI had executed a confidentiality agreement, the parties that had received a management presentation, the four initial indications of interest received by NI, the three parties that had submitted comments on the draft merger agreement, and the two parties that had submitted acquisition proposals on April 5 as part of phase two of the strategic review process. BofA Securities then summarized the key terms of the proposals from Emerson and Party A. BofA Securities and Mr. Starkloff also described their conversations with the representatives and advisors of Party B, which had provided comments on the draft merger agreement but did not submit a phase two proposal. Wachtell Lipton discussed the Board’s fiduciary duties, including in connection with the consideration of a potential sale transaction for cash consideration. Wachtell Lipton also provided a comparison of the two submitted proposals and discussed with the Board considerations related to regulatory deal certainty and illustrative timing to closing based on expected antitrust and foreign investment approvals. The Board discussed with its advisors that Emerson’s proposal committed Emerson to taking all requisite actions necessary to obtain regulatory approvals but did not include any reverse termination fee, while Party A’s proposal included a number of significant exceptions to Party A’s commitment to obtain regulatory approvals (including limitations on its commitments to undertake divestitures and behavioral remedies) and contained a reverse termination fee. Mr. Starkloff and Daniel Berenbaum, NI’s Executive Vice President, Chief Financial Officer and Treasurer, provided an overview of financial metrics for the first quarter of 2023 along with an update for the remainder of fiscal year 2023. BofA Securities then provided an overview of NI’s relative share price performance compared to peers, NI’s projections compared to consensus, updated analysis including industry trading statistics and data on select precedent transactions, including transactions in which Emerson was the acquirer. BofA reviewed with the Board an illustrative discounted cash flow analysis, highlighting key changes from the prior analysis presented to the Board in June 2022, and a summary valuation of NI. BofA Securities also provided an analysis of the two proposals in terms of implied equity value, implied enterprise value, implied multiples, a preliminary discounted cash flow analysis, and a preliminary valuation summary. The members of the Board then discussed with BofA Securities and Wachtell Lipton the strategic review process they had undertaken, their assessment of the two proposals, and potential next steps in the strategic review process. The Board and its advisors also discussed the value offered by the two proposals as compared to NI’s standalone prospects. The Board and its advisors believed that both Emerson and Party A could potentially offer additional value and improved contractual terms. Following this discussion, the Board determined that both parties should be invited to submit revised proposals. The Board instructed BofA Securities to tell Emerson and Party A that the Board was prepared to move quickly and that they should provide revised proposals by April 10.

Following the meeting, BofA Securities contacted Emerson and Party A as directed by the Board and notified each party that it should submit a revised proposal, putting its best foot forward on value and deal certainty by Monday, April 10. Also on April 7, Wachtell Lipton sent DPW and Party A’s counsel revised drafts of the merger agreement.

On April 8, 2023, Mr. Starkloff had a call with the Chief Executive Officer of Party A regarding NI’s preliminary first quarter results.

On April 9, 2023, members of NI management and representatives of BofA Securities had a subsequent call with Party A regarding NI’s preliminary first quarter results.

On April 10, 2023, Emerson and Party A submitted updated proposals to acquire NI. Emerson’s updated proposal offered $57.75 per share in cash and submitted an updated draft merger agreement. Party A offered $58.50 per share in cash (and, unlike Emerson’s proposal, contained a covenant prohibiting NI from paying its regular quarterly dividend without Party A’s consent). Party A also submitted a draft merger agreement which included a regulatory efforts commitment that imposed significantly lesser obligations than Emerson’s and included several limitations with respect to the level of divestiture and behavioral remedies Party A would commit to undertake in order to secure regulatory approval of an acquisition of NI by Party A.

Following receipt of the updated proposals, on April 10, the Transaction Evaluation Committee met, with members of the Board, members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff summarized the updated proposals for the TEC and the Board as well as his conversation with the Chief Executive Officer of Party A over the weekend. Wachtell Lipton discussed the revised draft merger agreements submitted by Emerson and Party A with their updated proposals. BofA Securities and Wachtell Lipton also explained that Party A’s proposed merger agreement would not permit NI to pay a regular quarterly dividend during the period between signing and closing of a transaction, while Emerson’s draft merger agreement did allow NI to pay a regular quarterly dividend of $0.28. The members of the TEC and the Board and the others present discussed the implication of the ability to pay the dividend or lack thereof on the value for stockholders in a potential transaction with Emerson as compared to a potential transaction with Party A. The Board and its advisors continued to believe that, although Emerson and Party A had improved their offers since April 5, both Emerson and Party A could potentially offer additional value and improved contractual terms and should be encouraged to submit “best and final” proposals that further improved on their proposals of April 10. Following discussion, the members of the TEC and the Board instructed BofA Securities to notify Emerson and Party A that the Board was prepared to promptly transact with the party that could provide the most favorable proposal by the following day. Following the meeting, BofA Securities contacted Emerson and Party A. BofA Securities expressed to both parties that they should submit revised proposals putting forward the maximum value they were prepared to offer to acquire NI, as well as how each should improve its contractual terms, including telling Emerson that it should offer to pay a reverse termination fee and telling Party A that it should improve its regulatory efforts commitment as had previously been expressed to Party A and its counsel by BofA Securities and Wachtell Lipton.

On the morning of April 11, 2023, Mr. Starkloff had calls with the Chief Executive Officer of each of Emerson and Party A and representatives of BofA Securities had a call with Party A’s financial advisors, reiterating that the Board was prepared to transact quickly and that they should submit their “best and final” offer putting forward the maximum price and best contractual terms they were prepared to offer.

On the afternoon of April 11, 2023, Emerson and Party A each submitted updated proposals to acquire NI. Emerson offered to acquire NI for $59.50 per share (permitting NI to pay its regular quarterly dividend) and Party A offered to acquire NI for $60.00 per share (and also now offered to permit NI to pay its regular quarterly dividend). Emerson’s proposal continued to commit Emerson to take all requisite actions necessary to obtain regulatory approvals, offered to pay a reverse termination fee, and agreed to an 18-month outside date. Party A’s proposal also included a reverse termination fee and an 18-month outside date, but continued to have significant limitations with respect to the level of divestiture and behavioral remedies it would commit to undertake in order to obtain regulatory approvals. As Party A offered a slightly higher nominal price per share but continued to present less deal certainty, at the instruction of the Chairman of the Board, and consistent with the Board’s discussion at the prior day’s meeting, BofA Securities held further conversations with Emerson and Party A, respectively, regarding whether Emerson could increase its price further, and whether Party A would further improve its April 11 proposal with respect to the level of divestiture and behavioral remedies. Party A stated that no improvement on those terms was forthcoming. Later in the afternoon of April 11, Emerson further raised its price, offering to acquire NI for $60.00 per share and submitted an updated draft merger agreement, which included a reverse termination fee.

Later in the afternoon on April 11, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. Mr. Starkloff provided an update on the developments of the past 24 hours, explaining that both parties in the strategic review process had improved their proposals to acquire NI. Mr. Starkloff, BofA Securities and Wachtell Lipton described in detail the interactions on behalf of NI with Emerson and Party A and their respective financial and legal advisors. BofA Securities described the financing commitments proposed by each party. Wachtell Lipton described the contractual terms

offered by each party, which were substantially the same on various key matters, including as to NI’s ability to pay its regular quarterly dividend without the buyer’s consent, the parties’ debt financing commitment, fiduciary-out provisions, and the size of the termination fee. Wachtell Lipton also discussed the key contractual terms related to regulatory approvals, including regulatory efforts, the reverse termination fee, regulatory conditions, and the end date as well as regulatory deal certainty considerations for a transaction with each party. The Board discussed the relative regulatory profiles of the two potential transactions and the commitments offered by each party, including that the process for obtaining regulatory approval of a potential transaction with Emerson would likely be shorter and provide greater certainty and fewer potential disruptions to NI’s business than the process for obtaining regulatory approval of a potential transaction with Party A, in light of potential overlaps with Party A’s business. The Board and Wachtell Lipton discussed that, while Emerson was willing to commit to take all requisite actions necessary to obtain regulatory approvals, including making any and all divestitures or undertakings or behavioral commitments, Party A’s proposed regulatory efforts commitment included meaningful limitations on behavioral remedies and divestitures. The Board and Wachtell Lipton also discussed the circumstances in which the limitations to Party A’s efforts obligations could lead to Party A not being obligated to close a transaction. Following discussion, the Board determined that an acquisition of NI by Emerson would provide higher deal certainty than a potential transaction with Party A and that such a transaction would be superior to remaining an independent company and in the best interests of NI’s stockholders. The Board authorized management and NI’s advisors to negotiate the final transaction details and finalize all documentation for the transaction with Emerson. The Board determined to meet the following day to consider approving entry into a merger agreement with Emerson.

Following the meeting of the Board, Mr. Starkloff called Mr. Karsanbhai to inform him that the Board had determined to finalize definitive agreements for an acquisition of NI by Emerson on the terms proposed.

Following the call between Mr. Starkloff and Mr. Karsanbhai, Wachtell Lipton and DPW held several calls throughout the night, including calls with representatives from NI and Emerson, to finalize the merger agreement and related documents ahead of an announcement in the morning.

Early on the morning of April 12, 2023, the Board met, with members of NI management and representatives of BofA Securities and Wachtell Lipton in attendance. BofA Securities reviewed a brief timeline of events before and after the launch of the strategic review process and a summary of the process. BofA Securities then presented its financial analyses and delivered its oral opinion, subsequently confirmed by delivery of its written opinion, that it was the opinion of BofA Securities, based upon and subject to the assumptions and limitations set forth in its written opinion, that the consideration of $60.00 per share in cash to be received in the proposed merger by holders of NI’s common stock (other than certain excluded shares as described in the merger agreement) was fair, from a financial point of view, to such holders, as further described in the section of this proxy statement entitled “— Opinion of BofA Securities, Inc.” Wachtell Lipton then described the terms of the proposed merger agreement, a summary of which had been provided to the Board in advance of the meeting. Wachtell Lipton highlighted in particular certain terms that had been agreed in the hours since the Board’s last meeting and also discussed the amendment to the shareholder rights plan that would permit entry into a merger agreement with Emerson without triggering the rights plan. Wachtell Lipton also discussed the Board’s fiduciary duties in connection with the approval of a sale of NI for cash. Following discussion, including taking into account the factors described in greater detail in the section of this proxy statement entitled “— Recommendation of the Board of Directors and Reasons for the Merger,” the Board unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of NI and its shareholders; approved the Merger Agreement and the transactions contemplated thereby; approved the amendment to the rights plan; resolved to recommend that NI stockholders adopt the Merger Agreement; and directed that the adoption of the Merger Agreement be submitted for consideration by NI stockholders at the Special Meeting.

Following the meeting of the Board, NI and Emerson entered into the Merger Agreement early on April 12, 2023. Before the opening of the market on April 12, 2023, NI and Emerson issued a press release announcing the transaction.

The Board of Directors has unanimously: (a) determined that it is in the best interests of NI and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (c) resolved to recommend that the stockholders of NI adopt the Merger Agreement and directed that such matter be submitted for consideration of the stockholders of NI at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

In evaluating the Merger, the Board of Directors consulted with NI’s senior management and its independent legal and financial advisors and considered a number of factors that the Board of Directors viewed as supporting its decision, including the following (not necessarily in order of relative importance):

In the course of their deliberations, the Board of Directors also considered certain risks and other potentially adverse factors concerning the Merger, including:

The Board of Directors concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive but includes the material positive and negative factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board of Directors did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board of Directors based its unanimous recommendation on the totality of the information presented, including the factors described above. The explanation of the factors and reasoning set forth above is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Forward-Looking Statements.”

NI has retained BofA Securities to act as NI’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. NI selected BofA Securities to act as NI’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with NI and its business.

On April 12, 2023, at a meeting of the Board of Directors held to evaluate the Merger, BofA Securities delivered to the Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated April 12, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of NI common stock (other than holders of Unconverted Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board of Directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its

entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Board of Directors for the benefit and use of the Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to NI or in which NI might engage or as to the underlying business decision of NI to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any related matter.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of NI that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the NI management forecasts, BofA Securities was advised by NI, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of NI as to the future financial performance of NI. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of NI, nor did it make any physical inspection of the properties or assets of NI. BofA Securities did not evaluate the solvency or fair value of NI or Emerson under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of NI, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on NI or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of NI, that the final executed Agreement would not differ in any material respect from the draft merger agreement reviewed by it.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of NI common stock (other than holders of Unconverted Shares) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to NI or in which NI might engage or as to the underlying business decision of NI to proceed with or effect the Merger. BofA Securities also did not express any view or opinion with respect to, and it relied, at the direction of NI, upon the assessment of representatives of NI regarding legal, regulatory, accounting, tax and similar matters relating to NI or the Merger, as to which matters BofA Securities understood that NI obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Board of Directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, 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 performed by BofA Securities. Considering the data set forth in the tables 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 the financial analyses performed by BofA Securities.

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for NI and the following 14 publicly traded companies in the test and measurement and industrial software industries (referred to herein as selected publicly traded companies), the first two of which (referred to herein as primary peer selected publicly traded companies), in BofA Securities’ professional judgement and experience, were considered as primary selected publicly traded companies more similar to NI than the other selected publicly traded companies (referred to herein as other selected test and measurement publicly traded companies and selected industrial software publicly traded companies), in each case, when viewed as a whole with regard to financial, operating and other characteristics, and each of which BofA Securities considered based on, among other things, their respective end markets, operations, growth profiles and profit margins, to be relevant to BofA Securities’ analysis:

BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on April 10, 2023, plus debt and less cash and cash equivalents, as a multiple of calendar years 2022 and 2023 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as “EBITDA,” excluding amortization of intangibles, stock-based compensation expense, restructuring costs, and one-time charges, referred to herein as “adjusted EBITDA”. BofA Securities also reviewed per share equity values, based on closing stock prices on April 10, 2023, of the selected publicly traded companies as a multiple of calendar years 2022 and 2023 estimated earnings per share, excluding stock-based compensation expense, referred to herein as “adjusted EPS.” The overall median enterprise value / calendar year 2022 adjusted EBITDA multiples observed for the selected publicly traded companies was 16.8x, and the overall median enterprise value / calendar year 2023 estimated adjusted EBITDA multiples observed for the selected publicly traded companies was 18.4x. The overall median price / calendar year 2022 adjusted EPS multiples observed for the selected publicly traded companies was 22.4x, and the overall median price / calendar year 2023 estimated adjusted EPS multiples observed for the selected publicly traded companies was 23.3x.

Based on BofA Securities’ professional judgment and experience, BofA Securities then (i) applied calendar year 2022 and 2023 adjusted EBITDA multiples of 15.5x to 17.5x and 12.5x to 16.5x, respectively, derived from the primary peer selected publicly traded companies to NI’s calendar year 2022 and 2023 estimated adjusted EBITDA of $363 million and $609 million, respectively, to determine enterprise values, from which BofA Securities subtracted net debt as of March 31, 2023 of $380 million to calculate indicative aggregate equity values and (ii) applied calendar year 2022 and 2023 adjusted EPS multiples of 20.0x to 21.5x and 17.5x to 20.0x, respectively, derived from the primary peer selected publicly traded companies to NI’s calendar year 2022 and 2023 estimated adjusted EPS of $1.93 and $3.30, respectively, to determine indicative per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of NI were based on the NI forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for NI (rounded to the nearest $0.25), as compared to the Merger Consideration:

No company used in this analysis is identical or directly comparable to NI. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which NI was compared.

Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following 15 selected transactions involving companies in test and measurement and industrial software industries (referred to herein as selected precedent transactions). Selected transactions (referred to herein as primary selected precedent transactions), in BofA Securities’ professional

judgement and experience, were considered as primary selected precedent transactions more similar to NI than the other selected precedent transactions (referred to herein as other selected precedent transactions), in each case, when viewed as a whole as regards to financial, operating and other characteristics, and each of which BofA Securities considered based on, among other things, their respective end markets, operations, growth profiles and profit margins, to be relevant to BofA Securities’ analysis:

BofA Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s (i) estimated adjusted EBITDA for the 12 months preceding the announcement date, referred to as “LTM adjusted EBITDA” (except with respect to the Rockwell Automation / Plex Systems transaction, for which such observed multiple was not meaningful), and (ii) estimated adjusted EBITDA for the 12 months following the announcement date, referred to as “NTM adjusted EBITDA” (except with respect to the Thomas H. Lee / Brooks Automation and Rockwell Automation / Plex Systems transactions, for which such data were not available). The overall average and median LTM adjusted EBITDA multiples for the selected transactions were 23.4x and 20.8x, respectively, and the overall average and median NTM adjusted EBITDA multiples for the selected transactions were 20.1x and 17.4x, respectively.

Based on BofA Securities’ professional judgment and experience, BofA Securities then applied LTM adjusted EBITDA and NTM adjusted EBITDA multiples of 14.5x to 22.0x and 13.0x to 17.5x, respectively, derived from the primary selected precedent transactions to NI’s LTM adjusted EBITDA and NTM adjusted EBITDA of $424 million and $625 million, respectively, as of March 31, 2023 to determine indicative per share equity values. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of NI were based on the NI management forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for NI (rounded to the nearest $0.25) as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to NI or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this

analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which NI and the Merger were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of NI to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that NI was forecasted to generate during the second through fourth quarters of calendar year 2023 and calendar years ending December 31, 2024 through 2028 based on the NI management forecasts. BofA Securities calculated terminal values for NI by applying perpetuity growth rates of 3.0% to 3.50%, based on BofA Securities’ professional judgment and experience, to NI’s estimated calendar year 2028 normalized unlevered free cash flow. The cash flows and terminal values were then discounted to present value as of March 31, 2023, assuming a mid-year convention for cash flows, using discount rates ranging from 8.75% to 10.75%, which were based on an estimate of NI’s weighted average cost of capital derived using the capital asset pricing model. From the resulting enterprise values, BofA Securities subtracted net debt as of March 31, 2023 of $380 million to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for NI (rounded to the nearest $0.25) as compared to the Merger Consideration:

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Board of Directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific

analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of NI. The estimates of the future performance of NI in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Merger Consideration and were provided to the Board of Directors in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of NI or its shares.

The type and amount of consideration payable in the Merger was determined through negotiations between NI and Emerson, rather than by any financial advisor, and was approved by the Board of Directors. The decision to enter into the Merger Agreement was solely that of the Board of Directors. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or management with respect to the Merger or the Merger Consideration.

NI has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $51 million, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the completion of the Merger. NI also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any of its affiliates, its and their respective directors, officers, employees and agents and each other person controlling BofA Securities or any of its affiliates against specified liabilities.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of NI, Emerson and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to NI, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunner, arranger and/or syndication agent for, and/or as a lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of NI and/or certain of its affiliates, (ii) having provided or providing certain trading services to NI and/or certain of its affiliates, and (iii) having provided or providing certain treasury and payment management products and services to NI and/or certain of its affiliates. From March 1, 2021 through February 28, 2023, BofA Securities and its affiliates derived aggregate revenues from NI and its affiliates of approximately $2 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Emerson and/or certain of its affiliates, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunner, book-running manager and/or underwriter for certain debt and commercial paper offerings of Emerson, (ii) having acted or acting as a bookrunner, arranger and/or syndication agent for, and/or as a lender under, certain term loans, letters of credit, leasing and other credit arrangements of Emerson and/or certain of its affiliates, (iii) having provided or providing certain trading and foreign exchange services to Emerson and/or certain of its affiliates, and (iv) having provided or providing

certain treasury, payment and liquidity management products and services to Emerson and/or certain of its affiliates. From March 1, 2021 through February 28, 2023, BofA Securities and its affiliates derived aggregate revenues from Emerson and its affiliates of approximately $10 million for investment and corporate banking services.

While NI has from time to time provided limited financial guidance to investors, NI does not, as a matter of course, otherwise publicly disclose internal projections as to future performance, earnings, or other results beyond the then-current annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. However, in the ordinary course, NI management prepares a long-term strategic plan, which is periodically updated and reviewed with the Board, that reflects NI management’s financial and business outlook for NI. In connection with the proposed Merger, NI is including in this proxy statement a summary of certain limited unaudited prospective financial information of NI, on a standalone basis, without giving effect to the Merger, prepared by NI management, solely because, as described below, certain financial information was given to the Board in connection with its consideration and evaluation of the Merger and to BofA Securities for its use and reliance in connection with the financial analyses presented by BofA Securities to the Board and BofA Securities’ opinion as discussed in “— Opinion of BofA Securities, Inc.”

In June 2022, in connection with the Board’s evaluation of Emerson’s initial proposal to acquire NI, NI management prepared certain unaudited, preliminary financial forecasts for NI for fiscal years 2022 through 2025, which NI management also extrapolated through fiscal year 2028 (the “June 2022 Projections”) in connection with BofA Securities’ preliminary financial analysis of Emerson’s initial proposal.

In December 2022, in connection with the Board’s evaluation of Emerson’s updated proposal and consideration of initiating a strategic review process, NI management updated the projections and extrapolations to take into account changes in the internal and external business environment, including updates to NI’s component supply chain and general economic environment as well as efficiency savings in operating expense (the “December 2022 Projections”).

In February 2023, NI management made updates to the projections and extrapolations in the December 2022 Projections related to depreciation and amortization and taxes (the “February 2023 Projections”). The Board reviewed the February 2023 Projections and BofA Securities used the February 2023 Projections in connection with the Board’s evaluation and BofA Securities’ financial analysis of the updated proposals to acquire NI, including Emerson’s final proposal to acquire NI. The February 2023 Projections (but not the unlevered free cash flow) were also made available to participants in the strategic review process in connection with the management presentations.

The June 2022 Projections, the December 2022 Projections, and the February 2023 Projections are referred to collectively as the “Company Projections.” NI is including a summary of the Company Projections to provide NI stockholders with access to information that was made available to the Board in connection with its evaluation of the Merger and the Merger Consideration.

NI management prepared the June 2022 Projections with respect to NI’s business, as a standalone company, for the second through fourth quarters of fiscal year 2022 through fiscal year 2028, except that, at the direction of NI management, unlevered free cash flow was arithmetically calculated by BofA Securities solely using the prospective financial information included in the June 2022 Projections, which calculation was reviewed and approved by NI management for BofA Securities’ reliance and use in connection with the preliminary financial analysis presented by BofA Securities to the Board at the June 14, 2022 meeting.

The following table summarizes the June 2022 Projections, with dollars in millions, except per share values:

NI management prepared the December 2022 Projections with respect to NI’s business, as a standalone company, for fiscal year 2022 through fiscal year 2028, except that, at the direction of NI management, unlevered free cash flow was arithmetically calculated by BofA Securities solely using the prospective financial information included in the December 2022 Projections, which calculation was reviewed and approved by NI management for BofA Securities’ reliance and use in connection with the financial analysis presented by BofA Securities to the Board at the December 11, 2022 meeting.

The following table summarizes the December 2022 Projections, with dollars in millions, except per share values:

NI management prepared the February 2023 Projections with respect to NI’s business, as a standalone company, for fiscal year 2023 through fiscal year 2028, except that, at the direction of NI management, unlevered free cash flow was arithmetically calculated by BofA Securities solely using the prospective financial information included in the February 2023 Projections, which calculation was reviewed and approved by NI management for BofA Securities’ reliance and use in connection with the financial analysis presented by BofA Securities to the Board at the April 7 and 12, 2023 meetings.

The following table summarizes the February 2023 Projections, with dollars in millions, except per share values:

The inclusion of the Company Projections or of this summary does not constitute an admission or representation by NI, BofA Securities, or any other person that the information is material, should not be regarded as an indication that the Board, BofA Securities, NI or its management, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Projections.

The Company Projections include non-GAAP financial measures, including Adjusted EBITDA, Adjusted Diluted Earnings Per Share and Unlevered Free Cash Flow. Please see the tables above for a description of how NI defines these non-GAAP financial measures for purposes of the Company Projections in this section. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by NI may not be comparable to similarly titled measures used by other companies.

The Company Projections and the underlying assumptions upon which the Company Projections were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of NI’s industry and based on actual experience and business developments. The Company Projections, while presented with numerical specificity, reflect numerous assumptions with respect to Company performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond NI’s control. The Company Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Forward-Looking Statements,” that could cause the Company Projections or the underlying assumptions to be inaccurate and for actual results to differ materially from the Company Projections. As a result, there can be no assurance that the Company Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Company Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Company Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Company Projections may have changed since the date the Company Projections were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Projections will be achieved.

In addition, the Company Projections have not been updated or revised to reflect information or results after the date the Company Projections were prepared or as of the date of this proxy statement. None of NI, Emerson or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Projections or the specific portions presented 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 are shown to be in error (except, in the case of NI, as required by applicable securities laws). These considerations should be taken into account in reviewing the Company Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Company Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Projections set forth below. The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in NI’s public filings with the SEC. NI urges all of its stockholders to

review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Company Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP (“Ernst & Young”), NI’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled, or performed any procedures with respect to the Company Projections and, accordingly, neither Ernst & Young nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The Ernst & Young report incorporated by reference in this proxy statement relates to NI’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

None of NI or its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any NI stockholder or to Parent or Merger Sub in the Merger Agreement or otherwise concerning the Company Projections or regarding NI’s ultimate performance compared to the information contained in the Company Projections or that the projected results will be achieved.

In considering the recommendation of the Board of Directors that NI stockholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, NI stockholders should be aware that the executive officers and directors of NI have certain interests in the transactions that are or may be different from, or in addition to, the interests of NI stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendation that NI stockholders adopt the Merger Agreement.

These interests are described in more detail below, and certain of them are quantified in the narrative below, including compensation that may become payable in connection with the Merger to NI’s named executive officers (which is the subject of an advisory (nonbinding) vote of NI stockholders). For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only in accordance with SEC rules and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure, NI’s named executive officers are:

For purposes of this disclosure, NI’s executive officers consist of its named executive officers and Thomas Benjamin (Executive Vice President, Chief Technology Officer and Head of Platform and Product Analytics).

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company RSU as of immediately prior to the Effective Time. Each other Company RSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to

such Company RSU immediately prior to the Effective Time, with the number of shares of Emerson common stock underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company RSU immediately prior to the Effective Time and (b) the Equity Award Exchange Ratio.

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company PSU as of immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time). Each other Company PSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to such Company PSU immediately prior to the Effective Time (excluding any performance-based vesting conditions), with the number of shares of Emerson common stock underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company PSU immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time) and (b) the Equity Award Exchange Ratio.

Under NI’s equity incentive plans (other than the 2010 Incentive Plan), the vesting of awards assumed or substituted by an acquirer in a change in control would accelerate in full if the holder’s employment was terminated without cause within 24 months following the change in control (i.e., double-trigger). Under NI’s 2010 Incentive Plan, the vesting of outstanding awards would be immediately accelerated upon a change in control (i.e., single-trigger). Pursuant to the Merger Agreement, NI may amend the terms of any equity awards that do not vest upon the Effective Time to provide that such awards will fully vest upon the holder’s termination of employment without cause, for good reason or due to death or disability, in each case generally within 24 months following the Effective Time (i.e., double-trigger).

For an estimate of the value of unvested equity awards that would vest assuming that the Merger occurs on May 10, 2023, and each of the named executive officers experiences a termination without cause on that date, see “— Quantification of Payments and Benefits to NI’s Named Executive Officers” below. We estimate that the value of unvested equity awards held by Mr. Benjamin that would vest assuming that the Effective Time occurs on May 10, 2023 and that he experiences a termination without cause on that date is $3,571,020, calculated based on the Merger Consideration of $60 per share. We estimate that the aggregate value of unvested equity awards held by all non-employee directors of NI that would vest assuming that the Effective Time occurs on May 10, 2023 is $1,561,980, calculated based on the Merger Consideration of $60 per share.

NI is party to an employment agreement with each of its executive officers (other than Ms. Rapp and Mr. Green). Effective January 9, 2023, Mr. Berenbaum replaced Ms. Rapp as Executive Vice President and Chief Financial Officer, and Ms. Rapp transitioned to a strategic advisor role pursuant to a continued employment offer letter that does not provide any severance payments or benefits. Mr. Green, former Executive Vice President & GM, Portfolio BU and Chief Revenue Officer, departed NI effective December 31, 2022.

Under the employment agreements, in the event of a termination without cause or for good reason within 3 months prior to or 12 months following a change in control, the executive generally would be entitled to the following severance benefits: (a) 1x (or 1.5x in the case of Mr. Starkloff) the executive’s annual base salary, paid in a lump-sum on the 60th day following termination; (b) 100% of the executive’s annual bonus then in effect (to the extent not already earned and accrued), paid when annual bonuses are paid to other NI senior executives; (c) accelerated vesting of outstanding service-based restricted stock unit awards that would have vested had the executive remained employed for 12 months following termination (equity awards also would be subject to the double-trigger change-in-control vesting provisions under the applicable equity plan as described above); and (d) reimbursement or payment of COBRA premiums (at the coverage level in effect immediately prior to the executive’s termination) for 12 months (or 18 months in the case of Mr. Starkloff) following termination or until the executive becomes covered under similar plans, if earlier. The foregoing severance payments and benefits are generally subject to the executive’s execution and nonrevocation of a release of claims and compliance with NI’s proprietary rights agreement containing restrictive covenants.

For an estimate of the value of the severance payments and benefits described above that would be payable to NI’s named executive officers assuming that the Effective Time occurs on May 10, 2023 and that the executive experiences a termination without cause on that date, see “— Quantification of Payments and Benefits to NI’s Named Executive Officers” below. We estimate that the value of severance payments and benefits (other than equity awards, which are quantified separately) that would be payable to Mr. Benjamin, assuming that the Effective Time occurs on May 10, 2023 and that the executive experiences a termination without cause on that date, is $850,000 in cash severance and $20,000 in reimbursement or payment of COBRA premiums.

Pursuant to the terms of the employment agreements with each of our executive officers (other than Ms. Rapp and Mr. Green, who are not party to such agreements), if payments to an executive under his or her employment agreement (or otherwise) would be subject to Sections 280G and 4999 of the Code (as defined in the section of this proxy statement entitled “— Material U.S. Federal Income Tax Consequences of the Merger”), such payments would be reduced to the extent the executive would be better off after taxes.

To the extent the Effective Time is not reasonably expected to occur in 2023, in consultation with Parent, NI may take any of the following actions in order to mitigate the effects, if any, of Section 280G and 4999 of the Code: (i) accelerate the vesting and payment into 2023 of (A) 2023 annual bonuses and (B) unvested equity awards which are scheduled to vest in the first half of 2024, (ii) accelerate the vesting or payment of compensation that would vest or become payable at the Effective Time, (iii) enter into non-competition agreements or (iv) pay out accrued vacation in 2023. Any amounts accelerated will be subject to repayment in the event the executive does not meet the applicable original vesting conditions with respect to such amounts.

In connection with the Merger, Mr. Berenbaum is expected to receive a cash retention award in the amount of $100,000, which is payable, subject to continued service, 50% upon the Effective Time and 50% on the first anniversary of the Effective Time (or, in the case of the second installment, upon an earlier termination of employment without cause, for good reason or due to death or disability, subject to the recipient’s execution and nonrevocation of a release of claims).

If the Effective Time occurs in 2023 or following March 1, 2024, Parent will pay to each eligible NI employee (including each executive officer) an annual bonus in respect of the year of Closing at the same time NI historically paid annual bonuses, based on (x) the greater of 75% of target performance and actual performance (as determined by NI) in respect of the period elapsed in such year prior to the Effective Time and (y) actual performance (as determined by Parent) in respect of the period remaining in such year following the Effective Time, subject to the applicable employee’s continued employment through the payment date or upon his or her earlier termination of employment after the Closing without cause, for good reason or due to death or disability (if termination occurs in the year of Closing, the amount will be prorated based on the number of days elapsed in the year through such termination).

NI’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six years following the effective time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Indemnification and Insurance.”

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Corporation. As of the date of this proxy statement, no compensation arrangements between such persons and the Surviving Corporation and/or its affiliates have been established or discussed.

The table below sets forth the amount of payments and benefits that each of NI’s named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a termination without cause on May 10, 2023 (which is the assumed date of the consummation of the Merger solely for purposes of this disclosure); and (ii) a per share price of NI common stock of $60, which is the per share merger consideration. The calculations in the table below do not attempt to forecast any adjustments in compensation that may occur following the date of this proxy statement, including additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, vest irrespective of the Merger prior to the Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Parent intends to fund the Merger with the Climate Proceeds. At the request of NI in order to provide certainty of funds for the Merger, Parent has entered into a commitment letter (the “Commitment Letter”), dated as of April 12, 2023, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $8.175 billion (the “Bridge Facility”), to fund the consideration for the Merger. The Bridge Facility is subject to customary reduction and prepayment terms, including reduction or prepayment with the Climate Proceeds. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to the Bridge Facility and (ii) the consummation of the Merger in accordance with the Merger Agreement.

Parent agrees to keep the Commitment Letter in place unless Parent receives the proceeds from the Climate Transaction (or the bridge commitments are otherwise terminated pursuant to the mandatory reduction terms of the Commitment Letter). In the event that the bridge commitments will be taken out by a term loan (in lieu of the Climate Proceeds), Parent agrees to use reasonable best efforts to sign a credit agreement with respect to the term loan takeout as promptly as possible after the Syndication Commencement Date (as defined in the Commitment Letter as of the date of the Merger Agreement), which will be the earlier of (x) June 12, 2023 and (y) a date notified to Parent in writing by Goldman Sachs Bank USA) and receipt of the Financing Information (as defined in the Merger Agreement). If any such credit agreements are signed, Parent will be required to deliver those documents to NI.

The closing of the Merger (which we refer to as the “Closing”) will take place at 10:00 a.m. local time at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, or remotely, on the third business day after the date on which all conditions to the Closing, which are described below in the

section of this proxy statement entitled “The Merger Agreement — Conditions to the Closing of the Merger” (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at or prior to the Closing), or at such other date, time and place as Parent and NI may agree in writing. The date on which the Closing takes place is herein referred to as the “Closing Date.”

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262 of the DGCL, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262) and is incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262), particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 of the DGCL and in this summary to a (i) “stockholder” are to the record holder of NI common stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of NI 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 and beneficial owners desiring to exercise their right to appraisal must (1) properly deliver a written demand for an appraisal of their shares of NI common stock to NI prior to the stockholder vote on the adoption of the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement; (3) hold of record or beneficially own, as applicable, shares of NI common stock upon the making of a demand under clause (1) and continue to hold or beneficially own, respectively, such shares of NI 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. However, assuming the shares of NI common stock 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 stockholders and beneficial owners of NI common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of NI common stock entitled to appraisal exceeds 1% of the outstanding shares of NI common stock eligible for appraisal or (y) the value of the Merger Consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration offered pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of the stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice 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 such notice 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 Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Section 262 carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of NI common stock must strictly comply with Section 262 of the DGCL. 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 date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to us, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement and the Merger 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 adoption of the Merger Agreement at the Special Meeting may constitute a waiver of appraisal rights.

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 in connection with the Merger. If a holder of record is submitting a demand with respect to shares 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 are owned of record by more than one person, as 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 NI common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of NI 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 NI common stock as to which appraisal is sought. Where no number of shares of NI common stock is expressly mentioned, the demand will be presumed to cover all shares of NI common stock held in the name of the holder of record.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares 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 NI under Section 262 and to be set forth on the Verified List (as defined in the section of this proxy statement entitled “—Actions After Completion of the Merger”). Although not expressly required by Section 262, NI 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. All written demands for appraisal pursuant to Section 262 should be mailed or delivered to: Secretary, National Instruments Corporation, 11500 North Mopac Expressway, Austin, Texas 78759. Demands for appraisal may not be submitted by electronic transmission.

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of NI common stock 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 as of the Effective Time, that the Merger has become effective and the effective date thereof.

At any time within 60 days after the Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal in respect of some or all of such person’s shares and accept the Merger Consideration offered pursuant to the Merger Agreement with respect to the shares subject to the withdrawal by delivering to us as the Surviving Corporation a written withdrawal of the demand for appraisal. Within 120 days after the Effective Time, 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 of record or beneficial owner, demanding a determination of the fair value of the shares held by all our 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 NI common stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of NI common stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of NI common stock 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 not voted in favor of the adoption of the Merger Agreement and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 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 record holder of shares of NI common stock or a 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 with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders

shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs of these notices shall be borne by the Surviving Corporation.

After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct 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 to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming the NI common stock remained listed on a national securities exchange immediately prior to the Effective Time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless one of the Minimum Conditions is met.

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of NI 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 (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 of the DGCL that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. 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 NI 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 if they did not seek appraisal of their shares of NI common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the Merger Consideration offered pursuant to the Merger Agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262 of the DGCL. Although we believe that the Merger Consideration offered pursuant to the Merger Agreement 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 exercising appraisal rights 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 offered pursuant to the Merger Agreement. Neither NI nor Parent anticipates offering more than the Merger Consideration offered pursuant to the Merger Agreement to any holder or beneficial owner of shares of NI common stock exercising appraisal rights, and NI and Parent each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of NI common stock is less than the Merger Consideration offered pursuant to the Merger Agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming the NI common stock remained listed on a national securities exchange immediately prior to the Effective Time) or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

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. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

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 Verified 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 NI common stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of NI 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 the NI common stock remained 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 person’s demand for appraisal in accordance with Section 262 of the DGCL.

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 NI common stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming the NI common stock remained listed on a national securities exchange immediately prior to the Effective Time), or if the person who has made a demand for appraisal 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 within 60 days after the Effective Time in accordance with Section 262, then the right of such person to an appraisal of such shares will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, no appraisal proceeding shall be dismissed as to any person 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 in respect of some or all of such person’s shares and to accept the terms offered upon the Merger with respect to the shares subject to the withdrawal within 60 days after the Effective Time.

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

The following is a general discussion of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders (as defined below) of shares of NI common stock whose shares of NI common stock are converted into the right to receive cash pursuant to the Merger. This discussion is limited

to U.S. Holders who hold their shares of NI common stock as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986 (which we refer to, as amended, as the “Code”) (generally, property held for investment). This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, 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. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding any matter discussed below.

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

This discussion is for general information purposes 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, or to NI stockholders subject to special rules under the U.S. federal income tax laws, including, for example:

This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or any considerations in respect of the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes is a beneficial owner of shares of NI common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships holding shares of NI common stock, and any partners therein, should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR NI STOCKHOLDER WILL DEPEND ON THE NI STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

The receipt of cash by a U.S. Holder in exchange for shares of NI common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for NI common stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of NI common stock 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 of NI common stock. Any gain or loss will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, currently are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of NI common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of NI common stock.

Generally, information reporting requirements may apply in connection with payments made to U.S. Holders in connection with the Merger.

Backup withholding of tax (currently, at a rate of 24%) generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder may be refunded or credited against such U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Each of the parties to the Merger Agreement has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, including obtaining of all necessary consents, approvals, registrations, waivers, permits, authorizations, orders and other confirmations from governmental entities as described in the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals and Related Matters.” These approvals include clearances under the HSR Act and regulatory approvals under the laws of certain other jurisdictions.

Under the Merger Agreement, the Merger cannot be completed until the waiting period applicable to the Merger under HSR Act has expired or been terminated and any and all agreements with governmental entities with competent jurisdiction over NI or Parent pursuant to which such parties have agreed not to consummate the transactions contemplated by the Merger Agreement until a specified time has expired, been terminated or been waived. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the required filings with the FTC and the DOJ on April 26, 2023.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The Merger is also subject to receipt of pending regulatory approvals in certain other jurisdictions (unless excluded by waiver mutually agreed between the parties to the Merger Agreement) under their applicable regulatory laws as amended from time to time.

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated. The parties have agreed to

cooperate with each other and use their reasonable best efforts to make these filings as promptly as practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

The affirmative vote of the holders of a majority of the outstanding shares of NI common stock entitled to vote thereon is required for approval of the Merger Agreement Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting, (b) abstentions and (c) “broker non-votes” (if any) will each have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Shares of NI common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If an NI stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of NI common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Merger Agreement Proposal.

The following summarizes the provisions of the Merger Agreement. 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. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of 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.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by NI, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between NI, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. NI stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of NI, 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. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of NI, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement 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 NI, 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 document and in our filings with the SEC regarding NI and our business.

The Merger Agreement provides that, in accordance with the DGCL and on the terms and subject to the conditions of the Merger Agreement, at the Effective Time (as defined below in this section of this proxy statement), Merger Sub will merge with and into NI, the separate existence of Merger Sub will cease and NI will be the Surviving Corporation and a wholly owned subsidiary of Parent.

Subject to applicable law, the directors of Merger Sub as of immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal. The officers of NI as of immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal. At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended and restated as of the Effective Time to conform to Exhibit A of the Merger Agreement and the bylaws of Merger Sub as in effect immediately prior to the Effective Time (but amended so that the name of the Surviving Corporation will be “National Instruments Corporation”), as so amended, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such bylaws.

The Closing will take place at 10:00 a.m., local time, at the offices of Wachtell, Lipton, Rosen & Katz, 51 West, 52nd Street, New York, New York 10019, or remotely by exchange of documents and signatures (or their electronic counterparts) on the third business day after the satisfaction or waiver (to the extent permitted by applicable law) of all conditions to Closing, which are described below in the section of this proxy statement entitled “— Conditions to the Closing of the Merger,” (other than those conditions that by their nature are to be

satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions) or at such other place, time and date as NI and Parent may agree in writing.

At the Closing, NI will file a certificate of merger with respect to the Merger with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger will become effective at such time as the certificate of merger with respect to the Merger has been duly filed with the Delaware Secretary of State or at such later date or time as may be agreed by NI and Parent and specified in the certificate of merger in accordance with the DGCL (which we refer to as the “Effective Time”).

At the Effective Time, by virtue of the Merger and without any action on the part of NI, Parent, Merger Sub, or the holders of any securities of NI or Merger Sub, each share of NI common stock outstanding immediately prior to the Effective Time (other than (a) each share held by any subsidiary of either NI or Parent (other than Merger Sub) immediately prior to the Effective Time, which will be converted into such number of shares of common stock of the Surviving Corporation such that each such subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such subsidiary owned in NI immediately prior to the Effective Time, (b) each share that is owned by NI as treasury stock or otherwise (other than, for the avoidance of doubt, shares of common stock reserved for issuance under any of the Company Equity Plans or the Company ESPP) or held by Parent or Merger Sub immediately prior to the Effective Time, which will be cancelled and will cease to exist, and (c) shares that are issued and outstanding immediately prior to the Effective Time (other than the shares described in (a) and (b)) and that are held by holders of such shares who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and are entitled to demand and properly demand appraisal of such shares, as applicable, pursuant to, and who have properly exercised and perfected their demands for appraisal rights under and comply in all respects with, Section 262 of the DGCL (which we refer to, collectively, as the “Unconverted Shares”)) will be converted automatically into the right to receive $60.00 in cash (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company RSU as of immediately prior to the Effective Time. Each other Company RSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to such Company RSU immediately prior to the Effective Time, with the number of shares of Emerson common stock underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company RSU immediately prior to the Effective Time and (b) the Equity Award Exchange Ratio.

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time and that is vested or vests by its terms upon the Effective Time or is held by a non-employee director or former service provider of NI (whether vested or unvested) will be automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of NI common stock subject to such Company PSU as of immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time). Each other Company PSU that is outstanding as of immediately prior to the Effective Time will be converted into an Emerson RSU with the same terms and conditions as applied to such Company PSU immediately prior to the Effective Time (excluding any performance-based vesting conditions), with the number of shares of Emerson common stock underlying the Emerson RSU equal to the product, rounded to the nearest whole share, of (a) the number of shares of NI common stock underlying the Company PSU immediately prior to the Effective Time (assuming that performance was achieved at the target level if the applicable performance period has not been completed at or prior to the Effective Time) and (b) the Equity Award Exchange Ratio.

Prior to the Effective Time, the Board of Directors or the appropriate committee thereof will take all actions reasonably necessary to: (i) cause the offering period ongoing under the Company ESPP as of the date of the Merger Agreement to be the final offering period thereunder and the options under the Company ESPP to be exercised on the earlier of (A) the scheduled purchase date for such offering period and (B) the date that is five business days prior to the Closing Date, (ii) prohibit any individual who is not participating in the Company ESPP as of the date of the Merger Agreement from commencing participation in the Company ESPP following the date of the Merger Agreement, (iii) prohibit participants in the Company ESPP from increasing their payroll deductions from those in effect as of the date of the Merger Agreement and (iv) terminate the Company ESPP as of, and subject to, the Effective Time.

No later than the Effective Time, Parent will deposit, or will cause to be deposited, with a U.S. bank or trust company that will be appointed to act as a paying agent hereunder and reasonably approved in advance by NI in writing (and pursuant to an agreement in form and substance reasonably acceptable to Parent and NI) (which we refer to as the “Paying Agent”), in trust for the benefit of holders of the shares of NI common stock, cash in U.S. dollars sufficient to pay the aggregate Merger Consideration in exchange for all of the shares of NI common stock outstanding immediately prior to the Effective Time (other than the shares described in clauses (a) and (b) of the definition of Unconverted Shares), payable upon due surrender of the certificates that, immediately prior to the Effective Time, represented shares of NI common stock (or effective affidavits of loss in lieu thereof) or noncertificated shares of NI common stock represented by book-entry (which we refer to such cash as the “Payment Fund”). In the event that the Payment Fund has insufficient funds to pay the Merger Consideration, Parent will promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the shortfall that is required to make such payment.

As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Closing Date, Parent will cause the Paying Agent to mail to each holder of record of shares whose shares were converted into the right to receive the Merger Consideration, (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to certificates will pass, only upon delivery of certificates (or effective affidavits of loss in lieu thereof) or book-entry shares to the Paying Agent and will be in such form and have such other provisions as Parent and NI may mutually reasonably agree), and (B) instructions for use in effecting the surrender of certificates (or effective affidavits of loss in lieu thereof) or book-entry shares in exchange for the Merger Consideration. Upon surrender of certificates (or effective affidavits of loss in lieu thereof) or book-entry shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such certificates (or effective affidavits of loss in lieu thereof) or book-entry shares will be entitled to receive in exchange therefor an amount in cash equal to the product of (x) the number of shares represented by such holder’s properly surrendered certificates (or effective affidavits of loss in lieu thereof) or book-entry shares and (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of certificates (or effective affidavits of loss in lieu thereof) or book-entry shares. In the event of a transfer of ownership of shares that is not registered in the transfer records of NI, payment of the Merger Consideration upon due surrender of a certificate may be paid to such a transferee if the certificate formerly representing such shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. In the case of any certificate of NI common stock that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate a check in the amount of the number of shares of NI common stock represented by such lost, stolen or destroyed certificate multiplied by the Merger Consideration.

Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of shares of NI common stock that have been converted into the right to receive the Merger Consideration on the first anniversary of the Effective Time will thereafter be delivered to the Surviving Corporation upon demand, and any former holders of such Shares who have not surrendered their

shares of NI common stock must thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their shares of NI common stock. Any amounts remaining unclaimed by holders of shares of NI common stock that have been converted into the right to receive the Merger Consideration five years after the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity) will become, to the extent permitted by applicable law, the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

The Paying Agent, NI, the Surviving Corporation, Parent and Merger Sub, as applicable, will be entitled to deduct and withhold from any amounts otherwise payable under the Merger Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended, or under any provision of applicable state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and timely and properly paid over to the relevant governmental entity, such deducted or withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

The Merger Agreement contains representations and warranties of NI, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by NI are qualified as to materiality or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means an event, change, occurrence or development that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of NI and its subsidiaries, taken as a whole, but does not include events, changes, occurrences or developments to the extent relating to or resulting from the following matters:

In the Merger Agreement, NI has made representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made representations and warranties to NI that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.