MCDONALD JOHN T 4

What Happened

• John T. McDonald, CEO and Director of Upland Software (UPLD), had 18,605 shares withheld to satisfy tax-withholding obligations tied to the vesting of restricted stock units. The shares were valued at $0.54 each, totaling approximately $10,047. This was a tax-withholding disposition (code F), not an open-market sale.

Key Details

• Transaction date: 2026-03-16; filing date: 2026-03-17 (appears timely).
• Price per share: $0.54; shares involved: 18,605; total value: ~$10,047.
• Shares owned after transaction: Not specified in the provided summary of the filing.
• Footnotes: F1 — shares were withheld by the issuer to satisfy tax withholding on RSU vesting (not an open market sale). F2 — filing excludes 125,000 shares held in a trust for Mr. McDonald’s children (The Bryn Mawr Trust Company of Delaware, trustee).

Context

• This was a routine tax-withholding event on vested RSUs (a cashless-like disposition) and does not, by itself, indicate a personal decision to sell shares on the open market or signal management sentiment. Such withholdings are common when equity awards vest.