Tom Casey - 15 Mar 2024 Form 4 Insider Report for SPLUNK INC

Footnote F1

The reported shares are represented by performance units ("PSUs") earned pursuant to the terms of a performance unit awards granted to the reporting person reflecting the achievement of the related performance conditions. Certain of such PSUs are subject to continued time-based vesting.

Footnote F2

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated September 20, 2023, by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on March 18, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $157.00 in cash per share without interest, subject to applicable withholding taxes, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Footnote F3

Represents performance units ("PSUs") disposed of in connection with the Merger. A portion of the PSUs disposed of were vested as of the Effective Time and a portion remained subject to continued time-based vesting.

Footnote F4

Pursuant to the Merger Agreement, unvested Performance Restricted Stock Units ("Unvested PSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested PSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (PSUs)").

Footnote F5

(continued from footnote 4) These Unvested Cash (PSUs) will vest and become payable at the same time as the applicable Unvested Company PSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder and Issuer or Parent or their respective affiliates, effective after the Closing Date.

Footnote F6

Pursuant to the Merger Agreement, each Vested Company PSU outstanding and that has not yet been settled as of immediately prior to the effective time of the Merger (the "Effective Time") was terminated and converted into the right to receive an amount in cash, without interest, subject to applicable withholding taxes, determined by multiplying (x) the number of shares of Issuer common stock issuable upon settlement of such Vested Company PSU by (y) the Merger Consideration.

Footnote F7

Pursuant to the Merger Agreement, each Vested Company RSU outstanding and that has not yet been settled as of immediately prior to the effective time of the Merger (the "Effective Time") was terminated and converted into the right to receive an amount in cash, without interest, subject to applicable withholding taxes, determined by multiplying (x) the number of shares of Issuer common stock issuable upon settlement of such Vested Company RSU by (y) the Merger Consideration.

Footnote F8

Pursuant to the Merger Agreement, unvested Restricted Stock Units ("Unvested RSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested RSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (RSUs)").

Footnote F9

(continued from footnote 8) These Unvested Cash (RSUs) will vest and become payable at the same time as the applicable Unvested RSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder, the Issuer or Parent or their respective affiliates effective after the Closing Date.