Feldman Jesse → Electro-Sensors, Inc. ELSE

On April 20, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with steute Industrial Controls, Inc., a Connecticut corporation ("Parent"), and Steute Burwell Inc., a Minnesota corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Parent will acquire the Issuer through the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation of the merger (the "Merger") and a wholly owned subsidiary of Parent, subject to the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub are each affiliates of BV14, BV14-EF and BIP 14. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein. Concurrently with the execution of the Merger Agreement, all of the Company's directors and a majority of the Company's largest shareholders--Jeffrey D. Peterson, Patricia N. Peterson, Lynne E. Peterson, John E. Peterson, and Paul R. Peterson--(collectively, the "Voting Parties") entered into voting agreements in favor of Parent and Merger Sub, pursuant to which such persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of common stock, $0.10 par value per share, of the Issuer ("Common Stock") owned by the Voting Parties, representing approximately 52.48% of the Issuer's issued and outstanding Common Stock in the aggregate, in favor of the Merger and the adoption of the Merger Agreement and against any alternative transaction proposal (collectively, the "Voting Agreements"). In addition, each shareholder party to a Voting Agreement has agreed not to take certain actions, including (i) transferring any Shares (subject to certain exceptions), (ii) granting any proxies or powers of attorney or (iii) exercising any dissenters' rights with respect to the Merger. No separate consideration was paid by Parent or Merger Sub in connection with the Voting Agreement. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated by reference herein.