Bret J. Eckert - 28 Jun 2024 Form 4 Insider Report for ENCORE WIRE CORP

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2024, by and among Encore Wire Corporation ('Encore'), Prysmian S.p.A., Applause Merger Sub Inc. and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC (the 'Merger Agreement'), each restricted stock unit award subject to performance-based vesting restrictions ('PSU award') that was outstanding immediately prior to the effective time of the merger contemplated by the Merger Agreement (the 'Effective Time'), to the extent not vested, automatically become fully vested based on the maximum level of performance.

Footnote F2

Pursuant to the Merger Agreement, each PSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested based on the maximum level of performance, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested PSU award).

Footnote F3

Pursuant to the Merger Agreement, (x) each share of common stock of Encore (other than certain excluded shares) that was outstanding immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive $290 per share in cash, without interest, (y) each RSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested and each was cancelled, extinguished and converted into the right to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290 times (ii) the number of shares of common stock subject to such award (together with any accrued and unpaid cash dividends corresponding to such vested RSU award) and (z) immediately prior to the Effective Time, all shares of common stock then unvested and subject to an outstanding restricted stock award became fully vested and free of applicable repurchase or forfeiture conditions.

Footnote F4

Includes 104,167 RSU restricted stock unit awards ('RSU awards'), 56,520 PSU awards and 5,000 restricted stock awards.