Hardeep Gulati - 01 Apr 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PWSC	Market Share Units	Award	$0	+315,789	+41%	$0.000000	1,085,809	01 Apr 2024	Class A Common Stock	315,789		Direct	F1, F2
transaction	PWSC	Performance Share Units	Award	$0	+210,526		$0.000000	210,526	01 Apr 2024	Class A Common Stock	210,526		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Each market share unit ("MSU") converts into a number of shares of Class A common stock. The number of MSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the average fair market value of the Class A common stock during the ten trading days immediately preceding the applicable vesting date, divided by the fair market value of the Class A common stock on the grant date. The minimum payout factor that must be achieved to earn a payout is 65% and the maximum payout factor is 200%.
F2	50% of the MSUs will vest on April 1, 2026 and 50% of the MSUs will vest on April 1, 2027, subject to continued employment.
F3	Each performance share unit ("PSU") converts into a number of shares of Class A common stock. The number of PSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of PSUs vesting on a given date. The payout factor is based on the achievement of certain performance metrics.
F4	50% of the PSUs will vest on April 1, 2026 and 50% of the PSUs will vest on April 1, 2027, subject to continued employment.