X0508 4 2024-11-01 true 0000350868 ITERIS, INC. ITI 0001930965 Cousins William M. 1250 S. CAPITAL OF TEXAS HIGHWAY BUILDING 1, SUITE 330 AUSTIN TX 78746 true SVP and Chief Product Officer false Common Stock 2024-11-01 4 D 0 6571 7.2 D 0 D Restricted Stock Units 2024-11-01 4 D 0 42534 7.2 D Common Stock 42534 0 D Performance Stock Units 2024-11-01 4 D 0 38277 7.2 D Common Stock 38277 0 D Stock Option (Right to Buy) 3.13 2024-11-01 4 D 0 46296 D 2032-12-02 Common Stock 46296 0 D Stock Option (Right to Buy) 3.19 2024-11-01 4 D 0 62500 D 2032-03-21 Common Stock 62500 0 D Stock Option (Right to Buy) 4.06 2024-11-01 4 D 0 32672 D 2033-07-03 Common Stock 32672 0 D Stock Option (Right to Buy) 4.21 2024-11-01 4 D 0 38731 D 2034-06-26 Common Stock 38731 0 D Reflects the disposition of securities pursuant to that certain Agreement and Plan of Merger, dated August 8, 2024, by and among Iteris, Inc. (the "Company"), Almaviva S.p.A ("Parent") and Pantheon Merger Sub Inc. ("Merger Sub"), pursuant to which on November 1, 2024, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation of the merger and as an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, the shares of common stock, par value $0.10 per share (the "Common Stock"), were automatically canceled and converted into the right to receive $7.20 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration"). At the Effective Time, by virtue of the Merger, each restricted stock unit (each, an "RSU") then outstanding became fully vested and was automatically cancelled and converted into the right to receive an amount in cash equal to (x) the total number of shares of Common Stock underlying such RSUs, multiplied by (y) the Merger Consideration. RSUs have no expiration date. At the Effective Time, by virtue of the Merger and pursuant to their terms, each performance stock unit (each, a "PSU") then outstanding become fully vested as to the number of shares of Common Stock listed above and, after giving effect to such vesting, were automatically cancelled and converted into the right to receive an amount in cash equal to (x) the number of vested shares of Common Stock underlying such PSUs, multiplied by (y) the Merger Consideration.. At the Effective Time, by virtue of the Merger, each option to purchase shares of Common Stock (each "Stock Option") that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount of cash equal to the product of (x) the total number of shares of Common Stock underlying the Stock Option, multiplied by (y) the excess of the Merger Consideration over the exercise price of such Stock Option. /s/ Donald R. Reynolds, as Attorney-in-Fact, for William M. Cousins 2024-11-01