Warren G. Lichtenstein - 02 Jan 2025 Form 4 Insider Report for Steel Connect, Inc.

Footnote F1

This Form 4 is filed jointly by Warren G. Lichtenstein and Steel Partners, Ltd. ("SPL") (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Shares"). The Reporting Persons disclaim beneficial ownership of the Shares owned directly by the other members of the Section 13(d) group except to the extent of his or its pecuniary interest therein.

Footnote F2

On January 2, 2025, Steel Excel Sub I, LLC ("Merger Sub") merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Steel Partners Holdings L.P. (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Merger Sub, the Issuer or any of the Issuer's wholly owned subsidiaries (the "Excluded Shares") and (B) Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the "Dissenting Shares")), was cancelled and automatically converted into the right to receive (i) cash consideration equal to $11.45 per Share (the "Per Share Cash Merger Consideration") and (ii) one Reith CVR per Share (together with the Per Share Cash Merger Consideration, the "Per Share Merger Consideration").

Footnote F3

Immediately prior to the Merger, Mr. Lichtenstein sold 182,526 Shares to Steel Excel Inc. in exchange for an aggregate of $2,089,922.70, or $11.45 per Share.

Footnote F4

Includes 7,150 shares of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that were outstanding immediately prior to the Effective Time. At the Effective Time, each Restricted Share became fully vested, and subject to any applicable tax withholding on such acceleration, and, subject to the terms of the CVR Agreement, each holder of a Restricted Share received the Per Share Merger Consideration.

Footnote F5

The officers and directors of the Issuer have waived any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Reith CVR received in the Merger.

Footnote F6

Represents securities previously owned directly by SPL. Mr. Lichtenstein is the Chief Executive Officer of SPL.