Adam R. Townsend - 03 Dec 2024 Form 4 Insider Report for Vizio Holding Corp.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated February 19, 2024, by and among the Issuer, Walmart Inc., a Delaware corporation ("Parent"), and Vista Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on December 3, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the shares of Class A Common Stock reported on this Form 4 were cancelled and converted into the right to receive $11.50 in cash per share without interest (the "Merger Consideration"), subject to applicable withholding taxes and the terms and conditions of the Merger Agreement.

Footnote F2

These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. On the Closing Date, all of the RSUs were unvested. Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested RSU was cancelled for no consideration. However, the unvested RSUs constitute Cancelled Issuer Awards (as defined below).

Footnote F3

Pursuant to the Merger Agreement, on or promptly after the Closing Date, except as otherwise provided in the Merger Agreement, Parent will grant to each continuing employee who held an Issuer option or Issuer RSU award that was canceled for no consideration (collectively, the "Cancelled Issuer Awards") an award of Parent restricted stock units, each with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) equal to the product of (1) the total number of shares of the Issuer's Class A Common Stock covered by the corresponding Cancelled Issuer Award, multiplied by (2) the excess of (i) $11.50 over (ii) the per share exercise price of such Cancelled Issuer Award, if any, on the terms and subject to the conditions set forth in the Merger Agreement and any agreement between Parent and such employee.

Footnote F4

This option was fully vested on the Closing Date. At the effective time of the Merger, this option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of shares covered by the option as of immediately prior to the effective time of the Merger.

Footnote F5

On the Closing Date, 135,000 shares subject to this option were vested and 45,000 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 135,000 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.

Footnote F6

On the Closing Date, 151,456 shares subject to this option were vested and 151,456 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 151,456 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.