James D. Carey - 31 Aug 2023 Form 4 Insider Report for Focus Financial Partners Inc.

Footnote F1

Focus Financial Partners Inc. (the "Issuer") was acquired by Ferdinand FFP Acquisition, LLC pursuant to an Agreement and Plan of Merger dated as of February 27, 2023, pursuant to which (i) limited liability company units of Focus Financial Partners, LLC were exchanged for shares of Class A common stock ("Class A Common Stock") of the Issuer on a one for one basis and a corresponding number of shares of Class B common stock ("Class B Common Stock") of the Issuer were surrendered to the Issuer for cancellation, (ii) each share of Class A Common Stock (other than certain excluded shares) was converted into the right to receive $53.00 in cash, and (iii) each share of Class B Common Stock of the Issuer was cancelled and ceased to exist.

Footnote F2

Limited liability company units of Focus Financial Partners, LLC, which were exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A Common Stock of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.

Footnote F3

Beneficially owned securities consists of shares of Class A Common Stock of the Issuer held as follows: (a) 8,250,165 shares of Class A Common Stock are held by Trident FFP LP, (b) 955,755 shares of Class A Common Stock are held by Trident VI, L.P., (c) 6,701,039 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 142,016 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. The sole general partner of Trident FFP LP is Trident FFP GP LLC, and the sole general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. (collectively, the "Trident VI Partnerships" and, together with Trident FFP LP, the "Trident Stockholders") is Trident Capital VI, L.P.

Footnote F4

Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P. The management agreements do not delegate any power with respect to the disposition of Class A Common Stock or Class B Common Stock held by the Trident VI Partnerships. James D. Carey, as a member and managing director at Stone Point Capital LLC and an owner of one of five members of Trident FFP GP LLC and one of five general partners of Trident Capital VI, L.P., may be deemed to be the beneficial owner of the securities held directly by the Trident Stockholders.

Footnote F5

Mr. Carey disclaims beneficial ownership of the shares and units held of record or beneficially by the Trident Stockholders, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.

Footnote F6

Held by Trident FFP LP.