Additional Information and Where to Find It
Transphorm, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending
acquisition of Transphorm (the Transaction). Transphorm plans to file a proxy statement (the Transaction Proxy Statement) with the SEC in connection with the solicitation of proxies to approve the Transaction.
Primit Parikh, Julian Humphreys, Katharina McFarland, Umesh Mishra, Cynthia (Cindi) Moreland, Kelly Smales, and Eiji Yatagawa, all of whom are members of the
Board, and Cameron McAulay, Transphorms Chief Financial Officer, are participants in Transphorms solicitation. The beneficial ownership of each such person, as of the date specified, appears in the table below. Additional information
regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the
Transaction. The Transaction Proxy Statement will also include information on any payments that may be owed to Transphorms named executive officers in a change of control of Transphorm.
Promptly after filing the definitive Transaction Proxy Statement with the SEC, Transphorm will mail the definitive Transaction Proxy Statement and a WHITE
proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT TRANSPHORM WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or
supplements thereto, and any other relevant documents filed by Transphorm with the SEC in connection with the Transaction at the SECs website (http://www.sec.gov). Copies of Transphorms definitive Transaction Proxy Statement, any
amendments or supplements thereto, and any other relevant documents filed by Transphorm with the SEC in connection with the Transaction will also be available, free of charge, at the Investors section of Transphorms website
(https://ir.transphormusa.com/), or by writing to Transphorm, Inc., Attention: Corporate Secretary, 75 Castilian Drive, Goleta, CA 93117.
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Beneficial Ownership as of January 5,
2024 |
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Individual |
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Shares Beneficially Owned (#) |
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Primit Parikh |
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563,933 |
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Julian Humphreys |
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103,524 |
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Katharina McFarland |
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95,877 |
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Umesh Mishra |
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610,626 |
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Cynthia (Cindi) Moreland |
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72,197 |
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Kelly Smales |
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75,099 |
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Eiji Yatagawa |
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Nil |
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Cameron McAulay |
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223,754 |
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The amounts specified above are determined in accordance with the rules of the SEC and include securities that may be acquired
within 60 days of January 5, 2024. Mr. Yatagawa is a member of the Board of Directors and serves as an executive of one or more affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, KKR). KKR
beneficially owns 24,724,468 shares of Transphorms common stock (which includes warrants exercisable for 312,500 shares of Transphorms common stock); Mr. Yatagawa is not deemed to beneficially own such shares.