PAR TECHNOLOGY CORP

Changes to Board Nomination Procedures

On June 2, 2025, PAR Technology Corporation held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to, among other things, enhance the procedural mechanics and disclosure requirements relating to proposals of business and director nominations, including amendments to incorporate “universal proxy” rules (the “Nomination Amendments”).

As part of the Nomination Amendments, Section 3 of Article III of the Bylaws was amended to require additional background information and disclosures regarding proposing shareholders, proposed director nominees, and certain other control persons (as defined below) related to a shareholder’s director nominations. Specifically, Section 3 of Article III, as amended, requires that the proposing shareholder’s notice contain the following additional information with respect to each proposed director nominee:

•a completed and signed questionnaire in the same form as required of our directors and director nominees; and

•a written statement executed by the proposed director nominee (i) confirming the proposed director nominee consents to being named as a nominee in a proxy statement and form of proxy relating to the meeting at which directors are to be elected in accordance with universal proxy rules and to serving as a director if elected, and currently intends to serve as a director for the full term for which the proposed director nominee is standing for election and (ii) making certain other standard representations, including regarding disclosure relating to third-party compensation and indemnification, certain voting arrangements and compliance with various Company policies related to board members.

Additionally, Section 3 of Article III, as amended, requires that the proposing shareholder’s notice also contain the following additional information:

•the name and address of any beneficial owner on whose behalf the nomination is made and any affiliate who controls either of the proposing shareholder or beneficial owner, directly or indirectly (a “control person”) and the class and number of shares of PAR Technology Corporation stock beneficially owned by such persons;

•a representation that the shareholder (or a qualified representative of the shareholder) intends to appear at the meeting to propose the nomination; and

•in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, a representation confirming that the proposing shareholder, beneficial owner, control person or any other participant will deliver a proxy statement and form of proxy to holders of at least 67% of the voting power of PAR’s stock entitled to vote generally in the election of directors and a representation that after soliciting such holders of PAR’s stock, such shareholder, beneficial owner, control person or participant will provide PAR with documents specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of such percentage of PAR’s stock.

Section 3 of Article III, as amended, also (i) requires the proposing shareholder (and any beneficial owner on whose behalf a nomination is made or other business is proposed, and if such shareholder or beneficial owner is an entity, any control person) to comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in Section 3 of Article III of the Bylaws and (ii) clarifies that the chairperson of the meeting, or any other person designated by the board of directors, has the authority to determine whether a shareholder nomination proposed to be brought before a meeting was made or proposed in accordance with Section 3 of Article III and, if not so made, has authority to disregard it, notwithstanding that proxies and votes in respect of any such nomination or other business may have been received by PAR Technology Corporation.

The Nomination Amendments became effective upon approval by the Company’s shareholders on June 2, 2025.

The foregoing description of the Nomination Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached as Exhibit 3.2 to this Form 10-Q and is incorporated herein by reference.

Director and Officer Trading Arrangements

During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act, the “Section 16 Officers”)adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K), except as follows:

On June 3, 2025, our board of directors, upon recommendation of the compensation committee, adopted a policy (the “Sell-to-Cover Policy”) pursuant to which all participants in the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan, including the Section 16 Officers, are required, upon the vesting or settlement of restricted stock units (“RSUs”), to have sold on his or her behalf a number of shares sufficient to generate cash proceeds to satisfy tax withholding obligations. In connection with the adoption of the Sell-to-Cover Policy, our board of directors approved a new form of Grant Notice – Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (the “Form of Grant Notice”) to institute automatic sell-to-cover, and such form is filed with this Form 10-Q as Exhibit 10.1 and is incorporated herein by reference.

Beginning June 3, 2025, by operation of the Sell-to-Cover Policy, each of our Chief Executive Officer, Savneet Singh, our Chief Financial Officer, Bryan Menar, our Chief Legal Officer & Secretary, Cathy King, and our Chief Accounting Officer, Michael Steenberge, instructed, as prescribed by the terms of the Form of Grant Notice, that the broker-dealer or sales agent selected by the Company sell a number of shares sufficient to generate cash proceeds to satisfy the tax obligations upon vesting or settlement of their respective outstanding RSUs in sell-to-cover transactions (as described in Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act) in a manner intended to satisfy the affirmative defense conditions under Rule 10b5-1(c) of the Exchange Act (the “Sell-to-Cover Instructions”).

The sales pursuant to the Sell-to-Cover Instructions will not begin until after a “cooling-off period” (as described Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act) has elapsed. Each Section 16 Officer’s Sell-to-Cover Instructions apply with respect to their outstanding RSUs. Any RSUs that are issued to Section 16 Officers in the future and subject to the Sell-to-Cover Policy as currently in effect will be subject to the Sell-to-Cover Instructions, if any, at the time of grant. The amount of shares to be sold pursuant to the Sell-to-Cover Instructions is dependent on future events which cannot be known at this time, including the future trading price of our shares. The expiration date relating to an officer’s Sell-to-Cover Instructions is dependent on future events which cannot be known at this time, including the final vesting date of all outstanding RSUs and RSUs granted in the future and such officer’s termination of service.