Don Schena - 29 Dec 2025 Form 4 Insider Report for WideOpenWest, Inc. (WOW)

Footnote F1

In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among WideOpenWest, Inc. (the "Issuer"), Bandit Parent, LP, a Delaware limited partnership ("Parent"), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on December 31, 2025, with the Issuer continuing after the merger as a wholly owned indirect subsidiary of Parent (the effective time of such merger, the "Effective Time").

Footnote F2

Pursuant to the Merger Agreement, on December 29, 2025, the Compensation Committee determined the performance-based restricted stock units ("PSUs") granted in 2023, 2024 and 2025 under the Company's equity incentive plan were earned in the amount set forth above.

Footnote F3

At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.01 per share ("Company Common Stock") (except for shares directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any shares of Company Common Stock which were contributed to Parent by certain stockholders of the Company (the "Rollover Stockholders") in accordance with the voting, (continued on footnote 4).

Footnote F4

(continued from footnote 3) support and rollover agreement by and among the Rollover Stockholders, the Company and Parent, dated as of the date of the Merger Agreement (the "Support and Rollover Agreement," and such shares, the "Rollover Shares"), or by any holder who was entitled to demand appraisal and properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, were treated as described in the Merger Agreement), was automatically converted into the right to receive $5.20 per share in cash, without interest (the "Merger Consideration"), subject to any required tax withholding.

Footnote F5

At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each outstanding restricted stock award ("RSA") and PSU was cancelled and converted into either, as applicable, (i) the right to receive the Merger Consideration shortly after the Effective Time or (ii) a cash award based on the Merger Consideration subject to vesting in accordance with the underlying equity award's vesting terms.