Ping Identity Announces Upsize and Pricing of Follow-on Offering of Common Stock by Selling Shareholders

Ping Identity Holding Corp. (NYSE: PING) (“Ping Identity”), the Intelligent Identity solution for the enterprise, today announced the upsize and pricing of a public follow-on offering of 8,977,968 shares of its common stock by certain selling shareholders at $32.00 per share. Certain of the selling shareholders have also granted the underwriters a 30-day option to purchase up to an additional 1,346,695 shares of common stock on the same terms and conditions. The offering was upsized from the previously announced offering size of 7,500,000 shares of Ping Identity’s common stock. This offering will not dilute ownership of any existing investors. Ping Identity will not receive any proceeds from the sale of shares by the selling shareholders, and will not issue any shares of its common stock in the offering. The offering is expected to close on July 13, 2020, subject to customary closing conditions.

Goldman Sachs & Co. LLC, BofA Securities, RBC Capital Markets and Citigroup will act as lead book-running managers for the proposed offering, and Barclays, Credit Suisse, Wells Fargo Securities and Deutsche Bank Securities are acting as book-running managers for the proposed offering. Piper Sandler, Raymond James, Stifel, William Blair, BTIG and Mizuho Securities are acting as co-managers for the proposed offering.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on July 8, 2020. This offering is being made only by means of a prospectus, copies of which may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by e-mail at [email protected]; or BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at [email protected]; or RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Equity Syndicate Department, by telephone at 1-877-822-4089, or by e-mail at [email protected]; or Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146.

Copies of the registration statement can be accessed by visiting the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Ping Identity’s current intentions, expectations or beliefs regarding the proposed common stock offering. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning. Forward-looking statements include all statements that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Ping Identity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.

About Ping Identity

Ping Identity is the Intelligent Identity solution for the enterprise. We enable companies to achieve Zero Trust identity-defined security and more personalized, streamlined user experiences. The Ping Intelligent Identity™ platform provides customers, workforce, and partners with access to cloud, mobile, SaaS and on-premises applications across the hybrid enterprise. Over half of the Fortune 100 choose us for our identity expertise, open standards, and partnerships with companies including Microsoft and Amazon. We provide flexible identity solutions that accelerate digital business initiatives, delight customers, and secure the enterprise through multi-factor authentication, single sign-on, access management, intelligent API security, directory, and data governance capabilities.

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