Jennifer Fall Jung - 24 Dec 2024 Form 4 Insider Report for Duckhorn Portfolio, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2024, by and among the Issuer, Marlee Buyer, Inc. ("Parent") and Marlee Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") owned by the Reporting Person was cancelled and converted into the right to receive $11.10 per share in cash without interest (the "Merger Consideration").

Footnote F2

At the Effective Time, each restricted stock unit of the Company that was not vested prior to the Effective Time (each, an "Unvested Company RSU") was converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Common Stock underlying such Unvested Company RSU, by (y) the Merger Consideration (each, a "Converted RSU Cash Award"), which resulting amount, subject to certain exceptions, vests and becomes payable at the same time as the Unvested Company RSU from which such resulting amount was converted would have vested and been payable pursuant to its terms and otherwise remains subject to the same terms and conditions as were applicable to such awards immediately prior to the Effective Time, except that the vesting of any Converted RSU Cash Award accelerates in the event the holder's employment is terminated by the Company without cause.

Footnote F3

At the Effective Time, each option to purchase shares of Common Stock that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a "Vested Company Option") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Vested Company Option, by (y) the total number of shares of Common Stock underlying such Vested Company Option, subject to applicable withholding taxes. As a result, if the exercise price per share of Common Stock of such Vested Company Option was equal to or greater than the Merger Consideration, such Vested Company Option was cancelled without any cash payment or other consideration being made in respect thereof.

Footnote F4

At the Effective Time, each option to purchase shares of Common Stock that was not vested and was outstanding as of immediately prior to the Effective Time (each, an "Unvested Company Option") was converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Common Stock underlying such Unvested Company Option (each, a "Converted Option Cash Award"). As a result, if the exercise price per share of Common Stock of such Unvested Company Option was equal to or greater than the Merger Consideration, such Unvested Company Option was cancelled without any cash payment or other consideration being made in respect thereof. The amount of the Converted Cash Award, subject to certain exceptions,

Footnote F5

(Continued from footnote 4) vests and becomes payable at the same time as the Unvested Company Option from which such resulting amount was converted would have vested and been payable pursuant to its terms and generally remains subject to the same terms and conditions as were applicable to the Unvested Company Option(s) immediately prior to the Effective Time, except that the vesting of any Converted Option Cash Award accelerates in the event the holder's employment is terminated by the Company without cause.