Donald Zurbay - 17 Apr 2025 Form 4 Insider Report for PATTERSON COMPANIES, INC. (PDCO)

Footnote F1

Performance share units ("PSUs") granted pursuant to the Patterson Companies, Inc. ("Patterson") Amended and Restated 2015 Omnibus Incentive Plan (the "Plan") and held by the Reporting Person immediately prior to the closing of the Merger (as defined below) vested pursuant to the Merger Agreement (as defined below) (with performance-based goals with respect to the PSU awards deemed to be achieved at the "target" level of performance (without application of any modifier) as set forth in the applicable PSU award agreement).

Footnote F2

Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2022 and held by the Reporting Person immediately prior to the closing of the Merger.

Footnote F3

Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2023 and held by the Reporting Person immediately prior to the closing of the Merger.

Footnote F4

Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2024 and held by the Reporting Person immediately prior to the closing of the Merger.

Footnote F5

Includes an aggregate 131,233 restricted stock units awarded to the Reporting Person pursuant to the Plan in the years 2022 through 2024 and held by the Reporting Person immediately prior to the closing of the Merger.

Footnote F6

Reflects the disposition of shares of common stock, par value $0.01 per share ("Shares"), of Patterson in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 10, 2024 (the "Merger Agreement"), by and among Patterson, Paradigm Parent, LLC, a Delaware limited liability company ("Parent"), and Paradigm Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent ("Merger Sub"). On April 17, 2025, upon the closing of the merger of Merger Sub with and into Patterson (the "Merger") contemplated by the Merger Agreement, each outstanding Share was cancelled and automatically converted into the right to receive $31.35 in cash, without interest, and minus any applicable withholding taxes. For purposes of Rule 16b-3 of the Exchange Act, Patterson's Board of Directors approved the disposition of all equity securities by the Reporting Person in connection with the merger.

Footnote F7

Represents Shares indirectly held by the Reporting Person's Employee Stock Ownership Plan component of their 401(k) (the "KSOP") account immediately prior to the closing of the Merger.

Footnote F8

Stock options granted pursuant to the Plan on 7/1/2023.

Footnote F9

This option, which vested 33.3% on 7/1/2024, and was originally scheduled to vest 33.3% on 7/1/2025 and 33.4% on 7/1/2026, was cancelled for no consideration, because the exercise price was greater than the Merger Consideration.

Footnote F10

Pursuant to the Merger Agreement, upon the closing of the Merger, each option to purchase Shares (each an "Option") outstanding and unexercised immediately prior to the closing of the Merger, whether vested or unvested, was cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares underlying the Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Option, with any Options with a per share exercise price greater than or equal to the Merger Consideration being cancelled for no consideration.

Footnote F11

Stock options granted pursuant to the Plan on 12/5/2022.

Footnote F12

This option, which vested 33.3% on 12/5/2023, 33.3% on 12/5/2024 and was originally scheduled to vest 33.4% on 12/5/2025, was cancelled and exchanged for Merger Consideration.

Footnote F13

Stock options granted pursuant to the Plan on 7/1/2022.

Footnote F14

This option, which vested 33.3% on 7/1/2023, 33.3% on 7/1/2024 and was originally scheduled to vest 33.4% on 7/1/2025, was cancelled and exchanged for Merger Consideration.

Footnote F15

Stock options granted pursuant to the Plan on 7/1/2021.

Footnote F16

This option, which vested 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024, was cancelled and exchanged for Merger Consideration.

Footnote F17

Stock options granted pursuant to the Plan on 7/14/2020.

Footnote F18

This option, which vested 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023, was cancelled and exchanged for Merger Consideration.

Footnote F19

Stock options granted pursuant to the Plan on 7/1/2019.

Footnote F20

This option, which vested 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022, was cancelled and exchanged for Merger Consideration.

Footnote F21

Stock options granted pursuant to the Plan on 7/1/2018.

Footnote F22

This option, which vested 100% on 7/1/2021, was cancelled and exchanged for Merger Consideration.

Footnote F23

Stock options granted as an inducement award granted outside the Plan on 6/29/2018.

Footnote F24

This option, which vested pro-rata over the course of 3 years, with one-third of the shares vesting on 6/29/2019, one-third vesting on 6/29/2020, and the remaining one-third vesting on 6/29/2021, in all cases subject to continued employment, was cancelled and exchanged for Merger Consideration.