UPLD

SEC source: 0001505155-25-000006 · wk-form4_1738275425.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,513,793

F1 · shares: The restricted stock units vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2024, provided that the participant continues to be a service provider through each such vesting date, except as otherwise specified in the Executive Employment Agreement between the Company and participant.

SEC source: 0001505155-25-000008 · wk-form4_1738275572.xml · nonDerivative · entry 1

Smith Matthew Harnden · CIK 0001422137 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 139,639

F1 · shares: The restricted stock units vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2024, provided that the participant continues to be a service provider through each such vesting date, except as otherwise specified in the Executive Employment Agreement between the Company and participant.

SEC source: 0001505155-25-000004 · wk-form4_1738275283.xml · nonDerivative · entry 1

Hill Michael Douglass · CIK 0001289889 · CFO & Treasurer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 375,035

F1 · shares: The restricted stock units vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2024, provided that the participant continues to be a service provider through each such vesting date, except as otherwise specified in the Executive Employment Agreement between the Company and participant.

SEC source: 0001505155-25-000002 · wk-form4_1738275176.xml · nonDerivative · entry 1

Doman Dan · CIK 0001940842 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 439,260

F1 · shares: The restricted stock units vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2024, provided that the participant continues to be a service provider through each such vesting date, except as otherwise specified in the Executive Employment Agreement between the Company and participant.

SEC source: 0001505155-24-000126 · wk-form4_1734474077.xml · nonDerivative · entry 1

Mattox Timothy · CIK 0001624067 · Director

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 414,008

F1 · kind: The transaction indicated was conducted under an approved 10b5-1 Plan, adoption date of referenced 10b5-1 Plan is: 2/27/2024

SEC source: 0001505155-24-000122 · wk-form4_1734473868.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,263,793

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000124 · wk-form4_1734473959.xml · nonDerivative · entry 1

Smith Matthew Harnden · CIK 0001422137 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 89,639

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000120 · wk-form4_1734473760.xml · nonDerivative · entry 1

Hill Michael Douglass · CIK 0001289889 · CFO & Treasurer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 305,035

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000116 · wk-form4_1734473460.xml · nonDerivative · entry 1

Cummings Karen · CIK 0001342356 · President and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 367,552

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000118 · wk-form4_1734473637.xml · nonDerivative · entry 1

Doman Dan · CIK 0001940842 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 289,260

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · derivative · entry 10

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 187,500 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 7

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,281,626

F3 · shares: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 6

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,355,407

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · shares: Based on the Company's total stockholder return ("TSR") an incremental approximate 75% (for a total of approximately 300%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 6, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · derivative · entry 9

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 187,500

Underlying: Common Stock · 125,000 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 5

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,167,907

F3 · shares: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 4

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,217,095

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Based on the Company's total stockholder return ("TSR") an incremental approximate 50% (for a total of approximately 225%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 9, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · derivative · entry 8

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 312,500

Underlying: Common Stock · 187,500 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,092,095

F3 · shares: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000114 · wk-form4_1733870986.xml · nonDerivative · entry 2

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,165,876

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Based on the Company's total stockholder return ("TSR") an incremental approximate 75% (for a total of approximately 175%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 6, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · derivative · entry 10

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Common Stock · 62,500 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 7

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,978,376

F3 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 6

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,002,970

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · shares: Based on the Company's total stockholder return ("TSR") an incremental approximate 25% (for a total of approximately 100%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 5, 2024, in accordance with the terms of Mr. McDonald's performance grant.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · derivative · entry 9

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 562,500

Underlying: Common Stock · 31,250 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 5

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,940,470

F3 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 4

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,952,767

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Based on the Company's total stockholder return ("TSR") an incremental approximate 12.5% (for a total of approximately 75%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 4, 2024, in accordance with the terms of Mr. McDonald's performance grant.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · derivative · entry 8

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 593,750

Underlying: Common Stock · 156,250 shares

Expires 2027-02-28

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 0% to 300% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024, and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a) 0% if TSR is below 5%, b) 50% if TSR is 5%, c) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,921,517

F3 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000112 · wk-form4_1733441797.xml · nonDerivative · entry 2

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,983,001

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Based on the Company's total stockholder return ("TSR") approximately 62.5% of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 3, 2024, in accordance with the terms of Mr. McDonald's performance grant.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000110 · wk-form4_1731705506.xml · nonDerivative · entry 2

Mattox Timothy · CIK 0001624067 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 416,776

F1 · kind: Sales made to recognize general portfolio tax savings.

F3 · price: This transaction was executed in multiple trades at prices ranging from $2.490 to $2.530. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

SEC source: 0001505155-24-000110 · wk-form4_1731705506.xml · nonDerivative · entry 1

Mattox Timothy · CIK 0001624067 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 434,776

F1 · kind: Sales made to recognize general portfolio tax savings.

F2 · price: This transaction was executed in multiple trades at prices ranging from $2.630 to $2.730. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

SEC source: 0001505155-24-000088 · wk-form4_1730758259.xml · nonDerivative · entry 1

COURTER STEPHEN E · CIK 0001131058 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 99,232

F1 · shares: Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/24 and the remaining shall vest in two equal quarterly installments on each of 3/16/25 and 6/16/25.

SEC source: 0001805725-24-000002 · wk-form4_1730758177.xml · nonDerivative · entry 1

Walsh Teresa Miles · CIK 0001805725 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 119,490

F1 · shares: Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/24 and the remaining shall vest in two equal quarterly installments on each of 3/16/25 and 6/16/25.

SEC source: 0001458635-24-000003 · wk-form4_1730758128.xml · nonDerivative · entry 1

MAY DAVID · CIK 0001458635 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 166,437

F1 · shares: Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/24 and the remaining shall vest in two equal quarterly installments on each of 3/16/25 and 6/16/25.

SEC source: 0001505155-24-000089 · wk-form4_1730758299.xml · nonDerivative · entry 1

Chung David H S · CIK 0001576150 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 99,484

F1 · shares: Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/24 and the remaining shall vest in two equal quarterly installments on each of 3/16/25 and 6/16/25, provided Mr. Chung continues to serve as a Director of Upland Software, Inc. (the "Issuer") as of each date. Upon any subsequent disposition of common stock of the Issuer covered by the RSUs, Mr. Chung will transfer the proceeds from any such disposition to HGGC, LLC or its affiliates ("HGGC") as required by an agreement between Mr. Chung and HGGC. As such, Mr. Chung disclaims all pecuniary interest in the reported securities.

SEC source: 0001505155-24-000087 · wk-form4_1730758218.xml · nonDerivative · entry 1

Mattox Timothy · CIK 0001624067 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 436,776

F1 · shares: Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/24 and the remaining shall vest in two equal quarterly installments on each of 3/16/25 and 6/16/25.

SEC source: 0001505155-24-000080 · wk-form4_1726606736.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,826,751

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

F2 · ownership.direct: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001505155-24-000081 · wk-form4_1726606793.xml · nonDerivative · entry 1

Smith Matthew Harnden · CIK 0001422137 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 95,836

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000077 · wk-form4_1726606352.xml · nonDerivative · entry 1

Hill Michael Douglass · CIK 0001289889 · CFO & Treasurer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 316,105

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000079 · wk-form4_1726606669.xml · nonDerivative · entry 1

Cummings Karen · CIK 0001342356 · President and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 375,364

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001505155-24-000078 · wk-form4_1726606619.xml · nonDerivative · entry 1

Doman Dan · CIK 0001940842 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 300,903

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

F2 · balance_after: The number of shares beneficially owned has been adjusted pursuant to an internal review of the Reporting Person's holdings.

SEC source: 0001505155-24-000071 · wk-form4_1723494289.xml · nonDerivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Indirect · By National Financial Services as Cust FBO J. McDonald RRA

Disclosed balance after: 363,738

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.92 to $1.995, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder of Upland Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001505155-24-000071 · wk-form4_1723494289.xml · nonDerivative · entry 2

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Indirect · By National Financial Services as Cust FBO J. McDonald RRA

Disclosed balance after: 297,373

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.95 to $2.00, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder of Upland Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001094792-24-000012 · wk-form4_1718658366.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,844,584

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001422137-24-000006 · wk-form4_1718658721.xml · nonDerivative · entry 1

Smith Matthew Harnden · CIK 0001422137 · General Counsel and Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 97,076

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001289889-24-000006 · wk-form4_1718658208.xml · nonDerivative · entry 1

Hill Michael Douglass · CIK 0001289889 · CFO & Treasurer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 327,175

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001342356-24-000006 · wk-form4_1718658611.xml · nonDerivative · entry 1

Cummings Karen · CIK 0001342356 · President and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 383,179

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001940842-24-000006 · wk-form4_1718658487.xml · nonDerivative · entry 1

Doman Dan · CIK 0001940842 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 312,566

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001094792-24-000010 · wk-form4_1717707804.xml · derivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 750,000

Underlying: Common Stock · 500,000 shares

Expires 2027-02-28

F1 · date: This Performance Share Units (the "PSUs") grant, as disclosed in Upland Software, Inc.'s (the "Company's") 2024 proxy statement, was approved by the Compensation Committee of the Board of Directors of the Company on January 29, 2024, contingent upon shareholder approval of Upland Software, Inc.'s 2024 Omnibus Incentive Plan. On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan.

F1 · deemedExecutionDate: This Performance Share Units (the "PSUs") grant, as disclosed in Upland Software, Inc.'s (the "Company's") 2024 proxy statement, was approved by the Compensation Committee of the Board of Directors of the Company on January 29, 2024, contingent upon shareholder approval of Upland Software, Inc.'s 2024 Omnibus Incentive Plan. On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan.

F2 · derivative.exercise_date: 0% to 100% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024 and ending on February 28, 2027. The percentage of PSUs that may vest will be (a) 0% if TSR is at or below 10%, (b) 12.5% if TSR is 11.25%, (c) 25% if TSR is 12.5%, (d) 37.5% if TSR is 13.75%, (e) 50% if TSR is 15%, (f) 62.5% if TSR is 16.75%, (g) 75% if TSR is 18.5%, (h) 87.5% if TSR is 19.25%, and (i) 100% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.

F3 · balance_after: On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan, and, as a result, the PSUs earned pursuant to the vesting schedule set forth on the Form 4/A, as filed with the U.S. Securities and Exchange Commission on March 11, 2024, are limited to 250,000 PSUs.

SEC source: 0001094792-24-000008 · wk-form4_1710886663.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,862,418

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

F2 · balance_after: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

SEC source: 0001984088-24-000004 · wk-form4_1710886175.xml · nonDerivative · entry 1

Yates Oliver Robert MacFarlane · CIK 0001984088 · Chief Sales Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 251,567

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.