William M. Cousins - 01 Nov 2024 Form 4 Insider Report for ITERIS, INC.

Footnote F1

Reflects the disposition of securities pursuant to that certain Agreement and Plan of Merger, dated August 8, 2024, by and among Iteris, Inc. (the "Company"), Almaviva S.p.A ("Parent") and Pantheon Merger Sub Inc. ("Merger Sub"), pursuant to which on November 1, 2024, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation of the merger and as an indirect wholly owned subsidiary of Parent (the "Merger").

Footnote F2

At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, the shares of common stock, par value $0.10 per share (the "Common Stock"), were automatically canceled and converted into the right to receive $7.20 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration").

Footnote F3

At the Effective Time, by virtue of the Merger, each restricted stock unit (each, an "RSU") then outstanding became fully vested and was automatically cancelled and converted into the right to receive an amount in cash equal to (x) the total number of shares of Common Stock underlying such RSUs, multiplied by (y) the Merger Consideration. RSUs have no expiration date.

Footnote F4

At the Effective Time, by virtue of the Merger and pursuant to their terms, each performance stock unit (each, a "PSU") then outstanding become fully vested as to the number of shares of Common Stock listed above and, after giving effect to such vesting, were automatically cancelled and converted into the right to receive an amount in cash equal to (x) the number of vested shares of Common Stock underlying such PSUs, multiplied by (y) the Merger Consideration..

Footnote F5

At the Effective Time, by virtue of the Merger, each option to purchase shares of Common Stock (each "Stock Option") that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount of cash equal to the product of (x) the total number of shares of Common Stock underlying the Stock Option, multiplied by (y) the excess of the Merger Consideration over the exercise price of such Stock Option.