MCDONALD JOHN T

SEC source: 0001094792-26-000004 · wk-form4_1777927816.xml · derivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 250,000 shares

Expires not disclosed

F3 · derivative.exercise_date: The performance stock units canceled effective April 30, 2026 in accordance with that certain Transition Agreement dated February 25, 2026 by and between the Issuer and Mr. McDonald.

F3 · derivative.expiration_date: The performance stock units canceled effective April 30, 2026 in accordance with that certain Transition Agreement dated February 25, 2026 by and between the Issuer and Mr. McDonald.

SEC source: 0001094792-26-000004 · wk-form4_1777927816.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,640,887

F1 · shares: The restricted stock units will vest on the earliest of (i) February 28, 2028, subject to Mr. McDonald's continued service on the Issuer's board of directors through such date, (ii) the termination of his service on the Board without Cause, as that term is defined in Mr. McDonald's employment agreement and (iii) a Change in Control, as defined in the Issuer's 2024 Omnibus Incentive Plan.

SEC source: 0001094792-26-000002 · wk-form4_1773779622.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,390,887

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: 0001094792-25-000006 · wk-form4_1766006894.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,409,492

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: 0001094792-25-000004 · wk-form4_1758144549.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,429,169

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: 0001505155-25-000098 · wk-form4_1757627398.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,452,125

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

F2 · price: This transaction was executed in multiple trades at prices ranging from $2.31 to $2.43. 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.

F3 · 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: 0001505155-25-000068 · wk-form4_1750191451.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,466,563

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: 0001505155-25-000035 · wk-form4_1742246691.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,489,520

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: 0001505155-25-000006 · wk-form4_1738275425.xml · derivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires 2028-02-28

F3 · derivative.exercise_date: 0% to 300% of these Performance Stock Units ("PSUs") may vest based on the achievement of the Company's total stockholder return ("TSR") goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2025, and ending on February 28, 2028, 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: 0001505155-25-000006 · 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: 0001505155-24-000122 · 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: 0001505155-24-000114 · 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: 0001505155-24-000080 · 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: 0001505155-24-000071 · 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: 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: 0001094792-24-000003 · wk-form4_1706747025.xml · derivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires 2025-08-28

F3 · derivative.exercise_date: 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 August 28, 2025- 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- 100% if TSR is 10% and d- 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation. The PSUs earned shall be limited to the number of shares available for issuance under the 2014 Equity Incentive Plan on the applicable vesting date. If the Company's stockholders approve an equity incentive plan at the 2024 annual meeting and pursuant to such plan, the Reporting Person is granted an award of PSUs prior to the end of the Performance Period, the PSUs earned pursuant to the vesting schedule shall be limited to 250,000 PSUs.

SEC source: 0001094792-24-000003 · wk-form4_1706747025.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,881,748

F1 · shares: The RSUs vest in twelve equal quarterly installments starting on the three month anniversary of the Vesting Commencement Date of December 16, 2023 provided that, except as otherwise provided in the Executive Employment Agreement between the Company and Participant, the Participant continues to be a Service Provider through each such vesting date.

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: 0001094792-24-000006 · wk-form4a_1710191726.xml · derivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires 2027-02-28

F3 · derivative.exercise_date: 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- 100% if TSR is 10% and d- 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation. The PSUs earned shall be limited to the number of shares available for issuance under the 2014 Equity Incentive Plan on the applicable vesting date. If the Company's stockholders approve an equity incentive plan at the 2024 annual meeting and pursuant to such plan, the Reporting Person is granted an award of PSUs prior to the end of the Performance Period, the PSUs earned pursuant to the vesting schedule shall be limited to 250,000 PSUs.

F4 · derivative.exercise_date: On January 31, 2024, the Reporting Person filed a Form 4 which inadvertently reported that the Performance Period ended on August 28, 2025. Footnote 3 above and column 6 above have been amended to reflect that the Performance Period ends on February 28, 2027.

SEC source: 0001094792-24-000006 · wk-form4a_1710191726.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,881,748

F1 · shares: The RSUs vest in twelve equal quarterly installments starting on the three month anniversary of the Vesting Commencement Date of December 16, 2023 provided that, except as otherwise provided in the Executive Employment Agreement between the Company and Participant, the Participant continues to be a Service Provider through each such vesting date.

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: 0001094792-23-000009 · wk-form4_1703025395.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,631,748

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: 0001094792-23-000007 · wk-form4_1695168102.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,643,398

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock. 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: 0000950170-23-028921 · ownership.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,655,048

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: 0001094792-23-000005 · wf-form4_167935273220570.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,666,698

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock. 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: 0001094792-23-000004 · wf-form4_167882452446754.xml · nonDerivative · entry 3

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

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

Disclosed balance after: 263,738

SEC source: 0001094792-23-000004 · wf-form4_167882452446754.xml · nonDerivative · entry 2

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

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

Disclosed balance after: 253,738

SEC source: 0001094792-23-000002 · wf-form4_167710170573567.xml · derivative · entry 4

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2025-12-31

F4 · derivative.exercise_date: Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before December 31, 2025 equals or exceeds certain stock price hurdles. On December 31, 2025, a number of Units (if any) will vest based on the closing price of Upland's common stock on December 31, 2025 using linear interpolation. Total shares earned will be between 0% and 200% of the target number of shares reported.

F4 · derivative.expiration_date: Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before December 31, 2025 equals or exceeds certain stock price hurdles. On December 31, 2025, a number of Units (if any) will vest based on the closing price of Upland's common stock on December 31, 2025 using linear interpolation. Total shares earned will be between 0% and 200% of the target number of shares reported.

SEC source: 0001094792-23-000002 · wf-form4_167710170573567.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,679,402

F1 · shares: Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2023 and ending on December 16, 2025; provided that the participant continues to be a service provider through each such vesting date.

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: 0001094792-22-000028 · wf-form4_167157109814350.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,579,402

F1 · kind: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock. 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: 0001094792-22-000027 · wf-form4_166672946586493.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,589,947

F1 · shares: Represents restricted stock units vesting in twelve equal quarterly installments starting on Dec 16, 2022 and ending on September 16, 2025; provided that the participant continues to be a service provider through each such vesting date.

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: 0001094792-22-000021 · wf-form4_166370599687355.xml · nonDerivative · entry 1

MCDONALD JOHN T · CIK 0001094792 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,489,947

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.