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Upland Software, Inc. Director's Dealing 2025

Jan 30, 2025

34321_dirs_2025-01-30_78d5eb90-f442-4aea-a162-5d6be059f7af.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2025-01-28

Reporting Person: MCDONALD JOHN T (Director, CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-01-28 Common Stock A 250000 Acquired 2513793 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-01-28 Performance Share Unit $0 A 250000 Acquired 2028-02-28 Common Stock (250000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 363738 Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.