Glenn Solomon - 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 GGV Capital V L.L.C. ("GGV V LLC"). As a managing member of GGV V LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F3

Includes 9,298 shares received pursuant to a distribution in kind by a fund unaffiliated with the Reporting Person, which transaction was exempt from reporting pursuant to Rule 16a-9 under the Securities Exchange Act.

Footnote F4

The shares are held of record by a family trust, as a trustee, the Reporting Person may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

Footnote F5

The shares are held of record by GGV Capital Select L.P. ("GGV Select LP"). As a managing member of GGV Capital Select L.L.C. ("GGV Select LLC"), the general partner of GGV Select LP, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Select LP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F6

The shares are held of record by GGV Capital LLC. As a managing member of GGV LLC, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Capital LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F7

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

Footnote F8

The RSUs vest on the earlier of (i) June 25, 2025 or (ii) the date of the Issuer's next annual meeting of stockholders. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.

Footnote F9

The RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A common stock covered by the RSUs.

Footnote F10

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 F11

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.

Footnote F12

The shares are held of record by GGV Capital V L.P. (GGV V LP). As a managing member of GGV V LLC, the General Partner of GGV V LP, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV V LP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F13

The shares are held of record by GGV VII Investments L.L.C. (GGV VII Investments). As a managing member of GGV Capital VII L.L.C. (GGV Capital VII), the Manager of GGV VII Investments, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV VII Investments. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F14

The shares are held of record by GGV VII Plus Investments, L.L.C. (GGV Plus Investments). As a managing member of GGV Capital VII Plus L.L.C. (GGV Capital VII Plus), the Manager of GGV Plus Investments, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Plus Investments. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.

Footnote F15

The shares are held of record by GGV Capital V Entrepreneurs Fund L.P. (GGV Entrepreneurs). As a managing member of GGV V LLC, the General Partner of GGV Entrepreneurs, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GGV Entrepreneurs. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein.