AEON · AEON Biopharma, Inc. · Insider Trading

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1975 to $0.2164 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Represents an award of restricted stock units ("RSUs") granted on June 17, 2026 (the "Grant Date"). The RSUs vest in full on the earlier to occur of (i) the one (1) year anniversary of the Grant Date and (ii) the date of the 2027 annual meeting of the Company's stockholders, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units ("RSUs") granted on June 17, 2026 (the "Grant Date"). The RSUs vest in full on the earlier to occur of (i) the one (1) year anniversary of the Grant Date and (ii) the date of the 2027 annual meeting of the Company's stockholders, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units ("RSUs") granted on June 17, 2026 (the "Grant Date"). The RSUs vest in full on the earlier to occur of (i) the one (1) year anniversary of the Grant Date and (ii) the date of the 2027 annual meeting of the Company's stockholders, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units ("RSUs") granted on June 17, 2026 (the "Grant Date"). The RSUs vest in full on the earlier to occur of (i) the one (1) year anniversary of the Grant Date and (ii) the date of the 2027 annual meeting of the Company's stockholders, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units ("RSUs") granted on June 17, 2026 (the "Grant Date"). The RSUs vest in full on the earlier to occur of (i) the one (1) year anniversary of the Grant Date and (ii) the date of the 2027 annual meeting of the Company's stockholders, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units granted on April 1, 2026 (the "Grant Date"), which vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date.

Represents outstanding cash-settled restricted stock units granted on May 21, 2025 (the "Grant Date") that were modified on March 4, 2026 to be settled in stock instead of cash upon vesting. The restricted stock units continue to vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date. The restricted stock units were originally reported in Table II on a Form 4 filed on May 23, 2025.

Represents outstanding cash-settled restricted stock units granted on May 21, 2025 (the "Grant Date") that were modified on March 4, 2026 to be settled in stock instead of cash upon vesting. The restricted stock units continue to vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date. The restricted stock units were originally reported in Table II on a Form 4 filed on May 23, 2025.

Represents outstanding cash-settled restricted stock units granted on May 21, 2025 (the "Grant Date") that were modified on March 4, 2026 to be settled in stock instead of cash upon vesting. The restricted stock units continue to vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date. The restricted stock units were originally reported in Table II on a Form 4 filed on May 23, 2025.

Represents an award of restricted stock units granted on February 17, 2026 (the "Grant Date"), which vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units granted on February 17, 2026 (the "Grant Date"), which vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units granted on February 17, 2026 (the "Grant Date"), which vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units granted on February 17, 2026 (the "Grant Date"), which vest in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to continued service through the applicable vesting date.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

25% of the RSUs shall vest on each anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

100% of the RSUs shall vest in full on the one year anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

25% of the RSUs shall vest on each anniversary of May 21, 2025.

This transaction was executed in multiple trades in prices ranging from $0.4659 to $0.4999, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

100% of the RSUs shall vest in full on the one year anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

100% of the RSUs shall vest in full on the one year anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

100% of the RSUs shall vest in full on the one year anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

25% of the RSUs shall vest on each anniversary of May 21, 2025.

Each restricted stock unit ("RSU") will be settled in cash based on the fair market value of the Issuer's Class A Common Stock on the applicable vesting date.

1/3rd of the RSUs shall vest on each anniversary of May 21, 2025.

This transaction was executed in multiple trades in prices ranging from $0.50 to $0.5132, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

This transaction was executed in multiple trades in prices ranging from $0.4844 to $0.51, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Class A Common Stock for each RSU upon vesting. 25% of the RSUs shall vest on each anniversary of April 29, 2025.

25% of the shares subject to the option vest on each anniversary measured from April 29, 2025 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Includes an award of restricted stock units ("RSUs") in the amount of 81,428 previously granted on April 26, 2023, which were previously reported on July 24, 2023 as derivative securities in Table II due to a clerical error, and which are now being reported as common stock in Table I. The vesting terms for the RSUs have not changed from what was previously reported on July 24, 2023.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Includes an award of restricted stock units ("RSUs") in the amount of 279,855 previously granted on April 26, 2023, which were previously reported on July 24, 2023 as derivative securities in Table II due to a clerical error, and which are now being reported as common stock in Table I. The vesting terms for the RSUs have not changed from what was previously reported on July 24, 2023.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Includes multiple awards of restricted stock units ("RSUs") in the amounts of 19,286, 6,289, and 35,189 previously granted on April 26, 2023, which were previously reported on July 24, 2023 as derivative securities in Table II due to a clerical error, and which are now being reported as common stock in Table I. The vesting terms for the RSUs have not changed from what was previously reported on July 24, 2023.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of restricted stock units granted on August 31, 2024 (the "Grant Date"), which vests in full on the second anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Includes an award of restricted stock units ("RSUs") in the amount of 100,428 previously granted on April 26, 2023, which were previously reported on July 24, 2023 as derivative securities in Table II due to a clerical error, and which are now being reported as common stock in Table I. The vesting terms for the RSUs have not changed from what was previously reported on July 24, 2023.

Represents an award of stock options granted on August 31, 2024 (the "Grant Date"), which vest and become exercisable in substantially equal monthly installments over the eighteen months following the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Pursuant to a subscription agreement entered on March 24, 2024 into by and between Daewoong Pharmaceutical Co., Ltd. ("DWP"), AEON Biopharma, Inc. ("AEON" or the "Company") and AEON Biopharma Sub, Inc., a subsidiary of the Company ("AEON Sub"), and pursuant to the Company's compliance with certain conditions set forth in the subscription agreement, DWP acquired a senior secured convertible note (the "Subsequent Convertible Note" or "$10.0 million Note") in the principal amount of $10.0 million on April 12, 2024, which is convertible into shares of the Company's Class A common stock, par value $0.0001 ("Common Stock"), subject to certain conditions and limitations set forth in the $10.0 million Note.

(continued from footnote [1]). The $10.0 million Note contains customary events of default, accrues interest at an annual rate of 15.79% and has a maturity date that is three years from the funding date (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date. If, prior to the Maturity Date, the Company consummates a bona-fide third-party financing in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (subject to certain exceptions as described the $10.0 million Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with DWP and its affiliates, for aggregate gross cash proceeds to the Company of at least $30.0 million (a "Qualified Financing"),

(continued from footnote [2]). then, upon written notice thereof to DWP by the Company, on the closing date of such Qualified Financing, the $10.0 million Note will automatically convert in whole (the "Automatic Conversion") (subject to any limitations under the rules and regulations of NYSE American), without any further action by DWP, into a number of shares equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of the $10.0 million Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock is at least $1.00 per share. Due to the terms and conditions for issuance of the Subsequent Convertible Note, the number and the price of Common Shares which would be received by the Reporting Person upon conversion of the $10.0 million Note is indeterminate.

Daewoong Co., Ltd., a company organized under the laws of the Republic of Korea, owns 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd., a company organized under the laws of the Republic of Korea; Daewoong Co., Ltd. has voting power and dispositive power over Daewoong Pharmaceutical Co., Ltd. and therefore may be deemed to indirectly own such shares.

Pursuant to a subscription agreement entered into by and between Daewoong Pharmaceutical Co., Ltd. ("DWP"), AEON Biopharma, Inc. ("AEON" or the "Company") and AEON Biopharma Sub, Inc., a subsidiary of the Company ("AEON Sub"), on March 24, 2024, DWP acquired a senior secured convertible note (the "Convertible Note" or "$5.0 million Note") in the principal amount of $5.0 million, which is convertible into shares of the Company's Class A common stock, par value $0.0001 ("Common Stock"), subject to certain conditions and limitations set forth in the $5.0 million Note. The $5.0 million Note contains customary events of default, accrues interest at an annual rate of 15.79% and has a maturity date that is three years from the funding date (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

(continued from footnote [1]). If, prior to the Maturity Date, the Company consummates a bona-fide third-party financing in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (subject to certain exceptions as described the $5.0 million Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with DWP and its affiliates, for aggregate gross cash proceeds to the Company of at least $30.0 million (a "Qualified Financing"),

(continued from footnote [2]). then, upon written notice thereof to DWP by the Company, on the closing date of such Qualified Financing, the $5.0 million Note will automatically convert in whole (the "Automatic Conversion") (subject to any limitations under the rules and regulations of NYSE American), without any further action by DWP, into a number of shares equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of the $5.0 million Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock is at least $1.00 per share. Due to the terms and conditions for issuance of the Convertible Note, the number and the price of Common Shares which would be received by the Reporting Person upon conversion of the $5.0 million Note is indeterminate.

Daewoong Co., Ltd., a company organized under the laws of the Republic of Korea, owns 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd., a company organized under the laws of the Republic of Korea; Daewoong Co., Ltd. has voting power and dispositive power over Daewoong Pharmaceutical Co., Ltd. and therefore may be deemed to indirectly own such shares.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal monthly installments over the one year following the Grant Date, subject to the reporting person's continued service through the applicable vesting date. Each option will vest in full upon a Change in Control (as defined in the AEON Biopharma Inc. 2023 Incentive Award Plan) of the Company.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal monthly installments over the one year following the Grant Date, subject to the reporting person's continued service through the applicable vesting date. Each option will vest in full upon a Change in Control (as defined in the AEON Biopharma Inc. 2023 Incentive Award Plan) of the Company.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal monthly installments over the one year following the Grant Date, subject to the reporting person's continued service through the applicable vesting date. Each option will vest in full upon a Change in Control (as defined in the AEON Biopharma Inc. 2023 Incentive Award Plan) of the Company.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal installments on each of the first, second, third and fourth anniversary of the Grant Date, subject to the reporting person's continued service through the applicable vesting date.

Represents an award of stock options granted on March 19, 2024 (the "Grant Date"), which vests in substantially equal monthly installments over the one year following the Grant Date, subject to the reporting person's continued service through the applicable vesting date. Option will vest in full upon a Change in Control (as defined in the AEON Biopharma Inc. 2023 Incentive Award Plan) of the Company.