Adam Brooks Ante - 14 Apr 2025 Form 4 Insider Report for PAYCOR HCM, INC. (PYCR)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2025 (the "Merger Agreement"), by and among the Issuer, Paychex, Inc. ("Parent"), and Skyline Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $22.50 per share in cash, without interest.

Footnote F2

The shares of Common Stock reported as disposed by the reporting person include in the aggregate 349,375 shares underlying unvested restricted stock awards and unvested restricted stock units ("Company Stock Awards") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, exchanged for a number of shares of restricted stock and restricted stock units, as applicable, of Parent subject to the same terms and conditions as were applicable to such Company Stock Awards immediately prior to the Effective Time.

Footnote F3

Includes 6 shares of Common Stock acquired by the reporting person pursuant to the Paycor HCM, Inc. 2021 Employee Stock Purchase Plan which, due to administrative error, were inadvertently omitted from the acquisition transaction reported on the reporting person's Form 4 filed on July 26, 2022 and from the total shares of Common Stock reported as beneficially owned by the reporting person on subsequent Form 4s filed by the reporting person.

Footnote F4

Represents a deemed acquisition of shares of Common Stock underlying unvested performance-based restricted stock units ("PSUs") based on the actual level of performance as of the Effective Time, as determined in good faith by the Compensation and Benefits Committee of the Board of Directors of the Issuer, as provided under the terms of the Merger Agreement.

Footnote F5

Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU was exchanged for a number of restricted stock units of Parent, subject to the same terms and conditions (excluding any performance-based vesting conditions) as were applicable to such PSUs immediately prior to the Effective Time.

Footnote F6

Pursuant to the Merger Agreement, this stock option was, at the Effective Time, automatically cancelled for no consideration.