Michael W. Hilton - 08 Apr 2025 Form 4 Insider Report for Accolade, Inc.

Footnote F1

Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2025, by and among Issuer, Transcarent, Inc. ("Parent") and Acorn Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on April 8, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $7.03 in cash, without interest (the "Merger Consideration").

Footnote F2

The Reporting Person is a trustee of the Hilton Family Trust and has voting and investment power with respect to the shares held by the Hilton Family Trust.

Footnote F3

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. RSUs convert into the Issuer's Common Stock on a one-for-one basis.

Footnote F4

The shares subject to this RSU shall vest in full on February 28, 2025, so long as the recipient of the RSU provides Continuous Service to the Issuer.

Footnote F5

Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time that is vested, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, (each, a "Vested Company RSU") and restricted stock units outstanding immediately prior to the Effective Time that vest, or become eligible to vest, based on the achievement of performance conditions and that are vested or that will become vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee (each, a "Vested Company PSU") will be cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings.

Footnote F6

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 6, 2025 (the one year anniversary of the 2024 annual meeting date), subject to continued service as a director through each applicable vesting date. The Reporting Person also elected to defer distribution of vested shares until January 30th of the calendar year following the Reporting Person's separation from service (as defined in 1.409A-1(h)) as a member of the Board for any reason, at which point the vested shares shall be released in a single lump sum.

Footnote F7

The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on the last day of each quarter following March 1, 2025 (the "Vesting Commencement Date") for so long as the recipient of the RSU provides Continuous Service to the Issuer, such that the total number of shares shall be fully vested on the one-year anniversary of the Vesting Commencement Date.

Footnote F8

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of October 30, 2015 (the "October 2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the October 2015 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the October 2015 Vesting Commencement Date.

Footnote F9

Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's Amended and Restated 2007 Stock Option Plan, as amended, and the 2020 Equity Incentive Plan, as amended, or portion thereof that was vested or became vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes.

Footnote F10

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 1, 2017 (the "April 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2017 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the April 2017 Vesting Commencement Date.

Footnote F11

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 1, 2018 (the "April 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2018 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the April 2018 Vesting Commencement Date.

Footnote F12

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 25, 2019 (the "June 2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2019 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2019 Vesting Commencement Date.

Footnote F13

Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.

Footnote F14

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 1, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2020 Vesting Commencement Date.

Footnote F15

The shares subject to the option are fully vested.

Footnote F16

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 16, 2021 (the "June Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June Vesting Commencement Date.

Footnote F17

The shares subject to this option shall vest at a rate of one-third of the total number of shares on the one-year anniversary of June 10, 2022 (the "June 2022 Vesting Commencement Date") and 1/36th of the total number of shares each monthly anniversary of the June 2022 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the three-year anniversary of the June 2022 Vesting Commencement Date.