Transaction Details

Footnotes

Pursuant to the terms of the Agreement and Plan of Reorganization (the "Agreement") by and between Issuer and BOH Holdings, Inc. ("BOH"), dated as of December 1, 2025, each share of BOH common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the merger of BOH with and into Issuer (the "Merger"), converted into the right to receive 0.1925 shares of Issuer common stock (the "Per Share Merger Consideration"). Further, pursuant to the terms of the Agreement, each restricted stock award in respect of shares of BOH common stock granted by BOH that was issued, outstanding and unexercised immediately prior to the effective time of the Merger converted into the right to receive the Per Share Merger Consideration.