William Meury - 18 Mar 2024 Form 4 Insider Report for Karuna Therapeutics, Inc.

Footnote F1

On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

Footnote F2

At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

Footnote F3

Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

Footnote F4

Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

Footnote F5

Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

Footnote F6

These Options vested as to 25% on January 3, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.