John J. Greisch - 18 Dec 2024 Form 4 Insider Report for Catalent, Inc.

Footnote F1

On December 18, 2024, Creek Parent, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), dated as of February 5, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

Footnote F2

Includes restricted stock units ("RSUs").

Footnote F3

At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $63.50 in cash, without interest (the "Merger Consideration").

Footnote F4

At the Effective Time, each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, except for certain RSUs granted following the date of the Merger Agreement which were converted at the Effective Time into restricted cash awards equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Issuer common stock subject to such award and otherwise remain subject to their terms, including vesting and acceleration terms.

Footnote F5

At the Effective Time, each performance stock unit ("PSU"), whether or not vested, outstanding immediately prior to the Effective Time vested based on the greater of (i) the target level of performance or (ii) the actual level of performance as of the Effective Time as determined by the Issuer's board of directors or a committee thereof in its reasonable discretion (other than all then-outstanding awards of PSUs for which the applicable performance period has been completed and the actual level of performance has been certified, in each case, prior to the Effective Time, which vested in accordance with the actual level of performance). PSUs granted with respect to the fiscal 2023-2025 performance period vested at the target level of performance and PSUs granted with respect to the fiscal 2024-2026 performance period vested at 150%, the actual level of performance as of the Effective Time.

Footnote F6

At the Effective Time, each outstanding PSU was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the PSU as determined in accordance with the Merger Agreement multiplied by (ii) the Merger Consideration.

Footnote F7

At the Effective Time, each stock option, whether or not vested, outstanding immediately before the Effective Time vested (if unvested) and was cancelled and entitled the holder of such option to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.