IAN MALCOLM REASON - 16 Dec 2024 Form 4 Insider Report for BARNES GROUP INC (B)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	B	Common Stock	Award	$0	+6,042	+47%	$0.000000	18,939	16 Dec 2024	Direct	F1, F2
transaction	B	Common Stock	Tax liability	$112,075	-2,379	-13%	$47.11	16,560	16 Dec 2024	Direct	F2, F3
transaction	B	Common Stock	Award	$0	+7,000	+42%	$0.000000	23,560	16 Dec 2024	Direct	F1, F2
transaction	B	Common Stock	Tax liability	$129,882	-2,757	-12%	$47.11	20,803	16 Dec 2024	Direct	F2, F3
transaction	B	Common Stock	Award	$0	+17,072	+82%	$0.000000	37,875	16 Dec 2024	Direct	F1, F2
transaction	B	Common Stock	Tax liability	$316,579	-6,720	-18%	$47.11	31,155	16 Dec 2024	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Reflects the accelerated vesting of Performance Share Awards that were scheduled to vest on February 10, 2025, February 9, 2026, and February 8, 2027, respectively, and that otherwise would have vested upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes Group Inc., Goat Holdco, LLC and Goat Merger Sub, Inc. (the Merger Agreement), for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Merger Agreement.
F2	Includes balances of 1,208 Restricted Stock Units ("RSUs") granted 5/2/2022, 2,799 RSUs granted 2/9/2023, and 6,200 RSUs granted 2/8/2024, that are subject to forfeiture if certain events occur, and are payable in shares of common stock on or as soon as practicable following the applicable vesting date.
F3	Reflects shares withheld to satisfy income tax and remittance obligations of the reporting person in connection with the acceleration described above.