Linda Hubbard - 25 Jul 2024 Form 4 Insider Report for HIBBETT INC

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.

Footnote F2

Includes 5,992 deferred stock units. In accordance with the terms of the Merger Agreement, each share of Company Common Stock credited to any Deferred Stock Account (as defined in the Hibbett, Inc. 2015 Director Deferred Compensation Plan) that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock then underlying such deferred stock award as of immediately prior to the effective time of the merger, and (2) the per share merger consideration of $87.50.