David E. Wheadon - 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. 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 F2

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 F3

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 F4

These Options are fully vested.

Footnote F5

These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date.