Armon Dadgar - 27 Feb 2025 Form 4 Insider Report for HashiCorp, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger dated April 24, 2024, between the Issuer, International Business Machines Corporation and McCloud Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A common stock was canceled and converted into the right to receive $35.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes.

Footnote F2

The shares are held of record by the Armon Dadgar 2020 Charitable Trust.

Footnote F3

The shares are held of record by the Armon Memaran-Dadgar Living Trust for which the reporting person serves as trustee.

Footnote F4

The shares are held of record by Black Swan III, LLC which the reporting person controls.

Footnote F5

Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock.

Footnote F6

The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 9,690 shares of IBM common stock.

Footnote F7

The remaining RSUs vest in five equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 1,999 shares of IBM common stock.

Footnote F8

The remaining RSUs vest in nine equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 10,963 shares of IBM common stock.

Footnote F9

The remaining RSUs vest in 13 equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 14,642 shares of IBM common stock.

Footnote F10

The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 19,428 shares of IBM common stock.

Footnote F11

Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock.

Footnote F12

One-third of the PSUs vest on March 20, 2025 and the remaining PSUs vest in eight equal quarterly installments. Pursuant to the Merger Agreement, each outstanding PSU was assumed by IBM and converted into restricted stock units for 5,936 shares of IBM common stock.

Footnote F13

The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $7,126,634.24, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.

Footnote F14

The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $3,085,582.06, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option.

Footnote F15

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Footnote F16

Pursuant to the Merger Agreement, each share of Issuer Class B common stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes.