Matthew E. Avril - 21 Aug 2023 Form 4 Insider Report for Franchise Group, Inc. (TAX)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.

Footnote F2

Disposed of in connection with the transactions contemplated by the Merger Agreement.

Footnote F3

Pursuant to the Merger Agreement, each share of common stock reported in this row was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $30.00. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Franchise Group, Inc. common stock.

Footnote F4

These options were canceled pursuant to the Merger Agreement and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such option immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.

Footnote F5

When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.

Footnote F6

The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2024.