Eric Ryan Shander - 01 Oct 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 6, 2024, by and among the Issuer, BCPE Polymath Merger Sub, Inc. ("Merger Sub") and BCPE Polymath Buyer, Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person was cancelled and converted into the right to receive $22.80 per share in cash without interest (the "Per Share Price").

Footnote F2

Includes unvested restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Class A Common Stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to the terms thereof.

Footnote F3

Each outstanding market share unit ("MSU") was, at the Effective Time, cancelled and converted into a restricted stock unit award of an affiliate of Parent (a "Replacement MSU Award") based on the target number of shares and fair market value of such MSU in accordance with the terms of the Merger Agreement. The Replacement MSU Award will, subject to the holder's continued service through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such MSUs, vest and settle at the same time as the MSUs for which such Replacement MSU Award was exchanged would have vested and settled pursuant to its terms, and shall otherwise generally have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the MSU for which it was exchanged.

Footnote F4

Each outstanding performance share unit ("PSU") was, at the Effective Time, cancelled and converted into a performance stock unit award of an affiliate of Parent (a "Replacement PSU Award") based on the target number of shares and fair market value of such PSU in accordance with the terms of the Merger Agreement. The Replacement PSU Award will, subject to the holder's continued service through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such PSUs, vest and settle at the same time as the PSUs for which such Replacement PSU Award was exchanged would have vested and settled pursuant to its terms, and shall otherwise generally have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the PSU for which it was exchanged.