Michael L. Shor - 21 Nov 2024 Form 4 Insider Report for HAYNES INTERNATIONAL INC

Footnote F1

On November 21, 2024, pursuant to the Agreement and Plan of Merger, dated as of February 4, 2024, by and among North American Stainless, Inc. ("Parent"), Warhol Merger Sub, Inc. ("Merger Sub"), Haynes International, Inc. (the "Company"), and solely for the purposes of Section 9.14, Acerinox, S.A., Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Company common stock issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $61.00, without interest.

Footnote F2

The number of shares disposed of in the Merger includes 27,840 shares of restricted stock held by the reporting person as of immediately prior to the effective time of the Merger. At the effective time of the Merger, each award of Company restricted stock outstanding as of immediately prior to the effective time was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the sum of (i) the product of (A) the per share price of $61.00 and (B) the total number of shares of Company common stock subject to such award of Company restricted stock as of immediately prior to the effective time plus (ii) the amount of any accrued but unpaid dividends with respect to such award of Company restricted stock.

Footnote F3

At the effective time, each Company option outstanding as of immediately prior to the effective time with an exercise price per share less than the per share price of $61.00, whether vested or unvested, was 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 (i) the number of shares of Company common stock subject to the Company option as of immediately prior to the effective time and (ii) the excess of the per share price of $61.00 over the exercise price per share of such Company option.