Michael A. Smith - 24 Oct 2024 Form 4 Insider Report for PetIQ, Inc.

Footnote F1

On October 25, 2024, Gula Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of August 7, 2024 (the "Merger Agreement"), by and among the Issuer, Gula Buyer Inc. ("Parent") and Merger Sub.

Footnote F2

Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 80,808 shares of Class A Common Stock held by the reporting person in exchange for a number of newly issued equity interests in a parent entity of Parent calculated pursuant to the rollover agreement, with each share of the Issuer's Class A Common Stock valued at $31.00 per share. At the Effective Time, the remaining shares of Class A Common Stock were cancelled and exchanged for $31.00 per share.

Footnote F3

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.

Footnote F4

The RSUs will vest in approximately equal installments on each of the first four anniversaries of October 24, 2024, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F5

The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of March 1, 2021, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F6

At the Effective Time, each unvested RSU was cancelled and converted solely into the right to receive a cash payment of $31.00 per share of Class A Common Stock subject to such unvested RSU, subject to the terms and conditions of the Merger Agreement.

Footnote F7

The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of May 7, 2021, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F8

The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of February 25, 2022, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F9

The RSUs will vest in approximately equal installments on each of the first four anniversaries of March 2, 2023, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F10

The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of August 1, 2023, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F11

The RSUs will vest in approximately equal installments on each of the first four anniversaries of March 1, 2024, subject to the reporting person's continuous service as an employee of the Issuer.

Footnote F12

Fully vested and exercisable.

Footnote F13

At the Effective Time, each option was cancelled and converted solely into the right to receive a cash payment equal to $31.00 per option share minus the per share exercise price of the of the option, subject to the terms and conditions of the Merger Agreement.