1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: On February 27, 2024 , Timothy Mattox , a director on the Company’s Board of Directors, adopted a written plan for the sale of up to 13,843 shares of the Company’s Common Stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: The written plan will expire on December 31, 2024, or on any earlier date on which all of the shares have been sold.
−Removed: During the three months ended March 31, 2024, none of our other officers (as defined in Rule 16a-1(f)) or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K under the Securities Act).
+Added: During the three months ended June 30, 2024, none of our officers (as defined in Rule 16a-1(f)) or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K under the Securities Act).
See the Exhibit Index immediately following this page, which is incorporated herein by reference.
1 unchanged sentence
Exhibit Number Exhibit Description
−Removed: Amendment # 3 to Employment Agreement between the Registrant and John T.
−Removed: McDonald, dated January 30 , 2024
−Removed: Amendment # 1 to Employment Agreement between the Registrant and Karen Cummings, dated January 30 , 2024
+Added: Tax Benefit Preservation Plan, dated as June 5, 2024, by and between Upland Software, Inc.
+Added: and Broadridge Corporate Issuer Solutions, LLC, as rights agent (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 5, 2024).
+Added: Upland Software, Inc.
+Added: 2024 Omnibus Incentive Plan (which is incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 5, 2024).
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
5 unchanged sentences
101* Inline XBRL (Extensible Business Reporting Language).
−Removed: The following materials from this Quarterly Report on Form 10-Q for the periods ended March 31, 2024, formatted in Inline XBRL:
+Added: The following materials from this Quarterly Report on Form 10-Q for the periods ended June 30, 2024, formatted in Inline XBRL:
(i) condensed consolidated balance sheets of Upland Software, Inc., (ii) condensed consolidated statements of operations of Upland Software, Inc., (iii) condensed consolidated statements of comprehensive income/(loss) of Upland Software, Inc., (iv) condensed consolidated statement of stockholders’ equity of Upland Software, Inc., (v) condensed consolidated statements of cash flows of Upland Software, Inc.
6 unchanged sentences
UPLAND SOFTWARE, INC.
−Removed: May 2, 2024 /s/ Michael D.
+Added: August 1, 2024 /s/ Michael D.
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.