Weber-Stephen Management Pool LLC - 17 Feb 2023 Form 4 Insider Report for Weber Inc.

Footnote F1

Reflects a distribution of shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by individuals who hold corresponding units in the reporting person (each a "Management Holder").

Footnote F2

On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").

Footnote F3

Pursuant to the Merger Agreement and in connection with the consummation of the Merger, underlying shares were converted into an identical number of newly issued shares of the surviving corporation.

Footnote F4

Class B Common Stock and LLC Units are distributed to the applicable Management Holder who holds corresponding units in the reporting person at such Management Holder's election, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire.

Footnote F5

Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of Management Holders. Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to the reporting person).

Footnote F6

Any Profits Units that have not been converted into LLC Units may be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the relevant Management Holder's termination of employment. The LLC Units do not expire.