INST / Instructure Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40647 Instructure Holdings, Inc. (Exact name of registrant as specified

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 25, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

SECOND AMENDED AND RESTATED INSTRUCTURE HOLDINGS, INC. ADOPTED NOVEMBER 13, 2024 ARTICLE I MEETINGS OF STOCKHOLDERS

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF INSTRUCTURE HOLDINGS, INC. ADOPTED NOVEMBER 13, 2024 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of

KKR and Dragoneer Complete Acquisition of Instructure Investment to support newly private company’s plans for product innovation and worldwide growth

Exhibit 99.1 KKR and Dragoneer Complete Acquisition of Instructure Investment to support newly private company’s plans for product innovation and worldwide growth SALT LAKE CITY — November 13, 2024 — Instructure Holdings, Inc. (“Instructure”), a leading learning ecosystem, today announced the close of its acquisition by investment funds managed by KKR, a leading global investment firm, and Dragone

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INSTRUCTURE HOLDINGS, INC.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE HOLDINGS, INC. FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Instructure Holdings, Inc. SECOND: The name and address of the registered agent of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, D

As filed with the Securities and Exchange Commission on November 13, 2024

As filed with the Securities and Exchange Commission on November 13, 2024 Registration No.

As filed with the Securities and Exchange Commission on November 13, 2024

As filed with the Securities and Exchange Commission on November 13, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Instructure Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Instructure Holdin

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Instructure Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Value  Proposed  Maximum Aggregate Value of Transaction Fee  Rate   Amount of  Filing Fee

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Instructure Holdings, Inc.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Executive Agreement, dated as of June 25, 2021, by and between Mitch Benson and Instructure, Inc.

Exhibit 10.1 INSTRUCTURE, INC. EXECUTIVE AGREEMENT This Executive Agreement (this “Agreement”) is entered into as of June 25, 2021 by and between Mitch Benson (“Executive”) and Instructure, Inc., a Delaware corporation (the “Company”) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the “Effective Date”). Recitals A. The Company’s indirect parent comp

Agreement and Plan of Merger, by and among Instructure Holdings, Inc., Icon Parent Inc. and Icon Acquisition Sub Inc., dated July 25, 2024.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ICON PARENT INC., ICON ACQUISITION SUB INC. and INSTRUCTURE HOLDINGS, INC. Dated as of July 25, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 15 1.3 Certain Interpretations 17 ARTICLE II THE MERGER 19 2.1 The Merger 19 2.2 The Effective Time 19 2.3 Th

Instructure to be Acquired by KKR for $4.8 Billion Instructure shareholders to receive $23.60 per share in cash; Instructure to become a privately held company upon completion of the transaction

EX-99.1 Exhibit 99.1 Instructure to be Acquired by KKR for $4.8 Billion Instructure shareholders to receive $23.60 per share in cash; Instructure to become a privately held company upon completion of the transaction SALT LAKE CITY — July 25, 2024 — Instructure Holdings, Inc. (NYSE: INST) (“Instructure”), a leading learning ecosystem, today announced that it has entered into a definitive agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 INSTRUCTURE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 INSTRUCTURE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commissio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Instructure Reports First Quarter 2024 Financial Results Total Revenue Grows 20.7% Year-over-Year to $155.5 Million GAAP Net Loss Margin Decreases 440 Basis Points Year-over-Year to (13.6)% Adjusted EBITDA Margin Expands 430 Basis Points Year-over-Ye

Exhibit 99.1 Instructure Reports First Quarter 2024 Financial Results Total Revenue Grows 20.7% Year-over-Year to $155.5 Million GAAP Net Loss Margin Decreases 440 Basis Points Year-over-Year to (13.6)% Adjusted EBITDA Margin Expands 430 Basis Points Year-over-Year to 41.8% Salt Lake City, UT (May 8, 2024)—Instructure Holdings, Inc. (Instructure) (NYSE: INST) today announced financial results for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

Safe harbor statement This presentation contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s financial guidance fo

Q1 2024 Earnings May 8, 2024 Exhibit 99.2 Safe harbor statement This presentation contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s financial guidance for the second quarter of 2024 and for the full year ending December 31, 2024, the Company’s growth, customer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

Consolidated Financial Statements PCS Holdings, LLC Year Ended December 31, 2022 With Report of Independent Registered Public Accounting Firm Report of Independent Auditors

Exhibit 99.1 Consolidated Financial Statements PCS Holdings, LLC Year Ended December 31, 2022 With Report of Independent Registered Public Accounting Firm Report of Independent Auditors To the Board of Managers of PCS Holdings, LLC Opinion We have audited the consolidated financial statements of PCS Holdings, LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2022,

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 01, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of I

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information The following unaudited pro forma condensed combined financial information combines the historical condensed consolidated balance sheet and statements of operations and comprehensive loss of Instructure Holdings, Inc. (the “Company” or “Instructure”) and the historical consolidated balance sheet and statement of operations a

Condensed Consolidated Financial Statements PCS Holdings, LLC Nine Months Ended September 30, 2023 PCS Holdings, LLC Unaudited Condensed Consolidated Balance Sheet (in thousands)

Exhibit 99.2 Condensed Consolidated Financial Statements PCS Holdings, LLC Nine Months Ended September 30, 2023 PCS Holdings, LLC Unaudited Condensed Consolidated Balance Sheet (in thousands) As of September 30, 2023 Assets Current assets: Cash and cash equivalents $ 13,250 Accounts receivable, net 10,780 Deferred commissions, current portion 1,241 Prepaid expenses 3,621 Other current assets 4,137

Clawback Policy of Instructure Holdings, Inc. as adopted July 19, 2023

Exhibit 97 CLAWBACK POLICY INSTRUCTURE HOLDINGS, INC. PURPOSE Instructure Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore

List of Subsidiaries of Instructure Holdings, Inc.

Exhibit 21.1 Subsidiaries of Instructure Holdings, Inc. Name Jurisdiction Instructure Intermediate Holdings II, LLC Delaware, U.S.A. Instructure Intermediate Holdings III, LLC Delaware, U.S.A. Instructure Holdings, LLC Delaware, U.S.A. Instructure, Inc. Delaware, U.S.A. LearnPlatform, Inc. Delaware, U.S.A. Instructure Global Holdings LLP United Kingdom Instructure Holding LLC Delaware, U.S.A. Inst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number 001-406

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

Instructure Reports Fourth Quarter and Full Year 2023 Results Reports Record Full Year Revenues, Adjusted EBITDA, and Adjusted Unlevered Free Cash Flow Expands Scale and Reach of the Instructure Platform by Acquiring Parchment, the World’s Leading Cr

Exhibit 99.1 Instructure Reports Fourth Quarter and Full Year 2023 Results Reports Record Full Year Revenues, Adjusted EBITDA, and Adjusted Unlevered Free Cash Flow Expands Scale and Reach of the Instructure Platform by Acquiring Parchment, the World’s Leading Credentialing Platform Salt Lake City, UT (February 20, 2024)—Instructure Holdings, Inc. (Instructure) (NYSE: INST) today announced financi

Instructure Completes Acquisition of Parchment, the World’s Largest Academic Credential Management Platform and Network Expands Instructure’s market-leading teaching and learning ecosystem by providing learners with a lifelong record of their journey

Exhibit 99.1 Instructure Completes Acquisition of Parchment, the World’s Largest Academic Credential Management Platform and Network Expands Instructure’s market-leading teaching and learning ecosystem by providing learners with a lifelong record of their journey SALT LAKE CITY — February 1, 2024 — Instructure Holdings, Inc. (Instructure) (NYSE: INST), the leading learning ecosystem and maker of C

Second Amendment to the Credit Agreement, dated as of February 1, 2024, by and among Instructure Holdings, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein.

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 1, 2024 (this “Amendment”), by and among Instructure Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, each of the financial institutions identified on the signature pages hereto as a 2023 Incremental Term Lender (the “2023 Incremental Term Lender

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commis

Sources & Uses and Pro Forma Capitalization Sources ($M) Uses ($M) Incremental Term Loan B $685 Purchase Price $835 Cash from balance sheet 176 Transaction Fees & Expenses 26 Total sources $861 Total uses $861 Sources and uses Current and pro forma c

Excerpts from Lender Presentation November 2023 Exhibit 99.1 Disclaimer Forward-Looking Statements This presentation includes express and implied “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to, statements regarding the consummation, expectatio

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Instructure Announces Third Quarter 2023 Financial Results Third Quarter GAAP Revenue of $134.9 Million Grows 10.2% Year Over Year

Exhibit 99.1 Instructure Announces Third Quarter 2023 Financial Results Third Quarter GAAP Revenue of $134.9 Million Grows 10.2% Year Over Year Salt Lake City, UT (October 30, 2023)—Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial results for the third quarter ended September 30, 2023. “Our third quarter results o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commis

Instructure Signs Definitive Agreement to Acquire Parchment, the World's Largest Academic Credential Management Platform and Network Expands Instructure's market-leading teaching and learning platform by providing learners with a lifelong record of t

Exhibit 99.2 Instructure Signs Definitive Agreement to Acquire Parchment, the World's Largest Academic Credential Management Platform and Network Expands Instructure's market-leading teaching and learning platform by providing learners with a lifelong record of their journey SALT LAKE CITY, Oct. 30, 2023 /PRNewswire/ - Instructure Holdings, Inc. (Instructure) (NYSE: INST), the leading learning pla

Unit Purchase Agreement, dated as of October 30, 2023, by and among PCS Holdings, LLC, Instructure, Inc, Brentwood Associates Private Equity VI-A, L.P., BA VI Merit Blocker, LLC, Brentwood Associates Opportunities Fund, L.P., Brentwood Associates Opportunities Blocker, LLC, Towers Watson Investment Management Master Trust Ireland a/c Towers Watson Partners Master Fund, GCP Equity Ltd., Golub Capital CP Funding LLC, BA Pathway Co-Investors Blocker, LLC, the other sellers listed on the signature pages to the Purchase Agreement, and BAO Seller, solely in its capacity as representative for the Selling Parties

Exhibit 2.1 Execution Version UNIT PURCHASE AGREEMENT BY AND AMONG INSTRUCTURE, INC., The Blocker Sellers Listed on the Signature Pages Hereto, The Sellers Listed on the Signature Pages Hereto, PCS HOLDINGS, LLC, AND BRENTWOOD PRIVATE EQUITY VI, L.P., AS SELLER REPRESENTATIVE October 30, 2023 TABLE OF CONTENTS Page 1. Purchase and Sale 2 1.1 Sale, Purchase, and Exchange of Units 2 1.2 Purchase Pri

EX-99.1

Exhibit 99.1

Employment Agreement dated September 27, 2023 by and between Instructure Holdings, Inc. and Peter Walker

Exhibit 10.1 September 27, 2023 Peter Walker Dear Peter, Instructure, Inc. (the “Company”) is pleased to offer you a full-time position as Executive Vice President and Chief Financial Officer according to the following terms (the “Agreement”). DUTIES You will be responsible for duties as are ordinary, customary and necessary in the Chief Financial Officer role, or as your manager may direct you. Y

Instructure Names Peter Walker as Chief Financial Officer; Reiterates Third Quarter and Full Year 2023 Guidance

Exhibit 99.1 Instructure Names Peter Walker as Chief Financial Officer; Reiterates Third Quarter and Full Year 2023 Guidance SALT LAKE CITY — September 28, 2023 — Instructure, the leading learning platform and maker of Canvas, today announced that Peter Walker has been named the company’s new chief financial officer (CFO), effective November 13, 2023. Walker will lead Instructure’s finance functio

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Comm

Consulting Agreement dated September 27, 2023 by and among Dale Bowen and Instructure, Inc.

Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2023, by and among Dale Bowen (“Service Provider”) and Instructure, Inc. (the “Company”). Service Provider and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Company desires to secure the services of Service Provider i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

First Amendment to Credit Agreement, dated as of June 21, 2023, 2023, between JPMorgan Chase Bank, N.A., as administrative agent, Instructure Holdings, Inc. and the lenders and L/C issuers from time to time party thereto, including Exhibit A, which is a conformed copy off the Credit Agreement

Exhibit 10.1 EXECUTION VERSION LIBOR HARDWIRE TRANSITION AMENDMENT FIRST AMENDMENT THIS FIRST AMENDMENT (this “First Amendment”), dated as of June 21, 2023, is executed and delivered by JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to Section 3.04(c) of that certain Credit Agreement, dated as of October 29, 2021 (as amended, modified, e

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Instructure Holdings, Inc., filed May 30, 2023

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE HOLDINGS, INC. (a Delaware corporation) * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * Instructure Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law o

Instructure Announces Second Quarter 2023 Financial Results Second Quarter GAAP Revenue of $131.1 Million Grows 14.4% Year Over Year

Exhibit 99.1 Instructure Announces Second Quarter 2023 Financial Results Second Quarter GAAP Revenue of $131.1 Million Grows 14.4% Year Over Year Salt Lake City, UT (July 31, 2023)—Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial results for the second quarter ended June 30, 2023. “Our second quarter results were

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Instructure Announces First Quarter 2023 Financial Results First Quarter GAAP Revenue of $128.8 Million Grows 13.6% Year Over Year

Exhibit 99.1 Instructure Announces First Quarter 2023 Financial Results First Quarter GAAP Revenue of $128.8 Million Grows 13.6% Year Over Year Salt Lake City, UT (May 1, 2023)—Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial results for the first quarter ended March 31, 2023. “In the first quarter of 2023, we ach

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

Description of the Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 Instructure Holdings, Inc. (the “Company,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, $0.01 par value per share (“common stock”). The followin

Executive Agreement with Chris Ball

Exhibit 10.13 December 29, 2022 Chris Ball Dear Chris, Instructure, Inc. (the “Company”) is pleased to offer you a full-time position as President and Chief Operating Officer according to the following terms (the “Agreement”). DUTIES You will be responsible for duties as are ordinary, customary and necessary in the President and Chief Operating Officer role, as your manager may direct you. You sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number 001-406

List of Subsidiaries of Instructure Holdings, Inc.

Exhibit 21.1 Subsidiaries of Instructure Holdings, Inc. Name Jurisdiction Instructure Intermediate Holdings II, LLC Delaware, U.S.A. Instructure Intermediate Holdings III, LLC Delaware, U.S.A. Instructure Holdings, LLC Delaware, U.S.A. Instructure, Inc. Delaware, U.S.A. MasteryConnect, Inc. Delaware, U.S.A. TE21, Inc. South Carolina, U.S.A. Portfolium, LLC Delaware, U.S.A. Kimono, LLC Utah, U.S.A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

Instructure Announces Fourth Quarter and Fiscal Year 2022 Financial Results Fourth Quarter GAAP Revenue of $124.7 Million Grows 12.8% year over year Fiscal Year 2022 GAAP Revenue of $475.2 Million Grows 17.2% year over year Fiscal Year 2022 Net Loss

Exhibit 99.1 Instructure Announces Fourth Quarter and Fiscal Year 2022 Financial Results Fourth Quarter GAAP Revenue of $124.7 Million Grows 12.8% year over year Fiscal Year 2022 GAAP Revenue of $475.2 Million Grows 17.2% year over year Fiscal Year 2022 Net Loss of $34.2 Million and Adjusted EBITDA* of $179.6 Million Salt Lake City, UT (February 13, 2023)—Instructure Holdings, Inc. (Instructure) (

Consulting Agreement dated as of February 10, 2023, by and between Instructure Holdings, Inc. and Frank Maylett

Exhibit 99.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023, by and among Frank Maylett (“Service Provider”) and Instructure, Inc. (the “Company”). Service Provider and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Company desires to secure the services of Service Provider

Employment Agreement, dated as of January 3, 2023, by and between Instructure Holdings, Inc. and Chris Ball

Exhibit 10.1 January 3, 2023 Chris Ball Dear Chris, Instructure, Inc. (the “Company”) is pleased to offer you a full-time position as President and Chief Operating Officer according to the following terms (the “Agreement”). DUTIES You will be responsible for duties as are ordinary, customary and necessary in the President and Chief Operating Officer role, as your manager may direct you. You shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 03, 2023 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commis

Instructure Names Chris Ball as President and Chief Operating Officer Former GM of Adobe’s commercial business will focus on accelerating global growth, improving efficiency and delivering excellent customer experience

Exhibit 99.1 Instructure Names Chris Ball as President and Chief Operating Officer Former GM of Adobe’s commercial business will focus on accelerating global growth, improving efficiency and delivering excellent customer experience SALT LAKE CITY — January 10, 2023 — Instructure, the maker of Canvas, today announced that Chris Ball has been named the company’s new President and Chief Operating Off

Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 December 20, 2022

Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 December 20, 2022 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany Ebbertt Kathleen Collins Re: Instructure Holdings, Inc. Form 10-K for the Year Ended December 31, 2021 Filed Febr

Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 November 18, 2022

CORRESP 1 filename1.htm Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 November 18, 2022 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany Ebbertt Kathleen Collins Re: Instructure Holdings, Inc. Form 10-K for the Year Ended Dece

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2022 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

Instructure Announces Third Quarter 2022 Financial Results Third Quarter GAAP Revenue of $122.4 Million Grows 14.2% year over year Third Quarter Loss from Operations of $2.4 Million and Adjusted EBITDA* of $47.6 Million

Exhibit 99.1 Instructure Announces Third Quarter 2022 Financial Results Third Quarter GAAP Revenue of $122.4 Million Grows 14.2% year over year Third Quarter Loss from Operations of $2.4 Million and Adjusted EBITDA* of $47.6 Million Salt Lake City, UT (November 1, 2022)?Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced finan

Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 August 23, 2022

Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 August 23, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kyle Wiley Jan Woo Re: Instructure Holdings, Inc. Registration Statement on Form S-3 Filed August 19, 2022 File No. 333-266988 Ladies and Gentlemen: Instructure Holdings,

As filed with the Securities and Exchange Commission on August 19, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 19, 2022 No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Instructure Holdings, Inc.

Form of Subordinated Debt Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.6 INSTRUCTURE HOLDINGS, INC. to [TRUSTEE], Trustee INDENTURE Dated as of [ ] SUBORDINATED DEBT SECURITIES INSTRUCTURE HOLDINGS, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 Trust Indenture Act Section Indenture Section Section 3.10(a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 Sec

Form of Senior Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.5 INSTRUCTURE HOLDINGS, INC. to [TRUSTEE] Trustee INDENTURE Dated as of [ ] SENIOR DEBT SECURITIES INSTRUCTURE HOLDINGS, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 Trust Indenture Act Section Indenture Section Section 3.10(a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 Section 3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Instructure Announces Second Quarter 2022 Financial Results Second Quarter GAAP Revenue of $114.6 Million Grows 22% year over year Second Quarter Loss from Operations of $6.6 million and Adjusted EBITDA* of $39.8 Million

Exhibit 99.1 Instructure Announces Second Quarter 2022 Financial Results Second Quarter GAAP Revenue of $114.6 Million Grows 22% year over year Second Quarter Loss from Operations of $6.6 million and Adjusted EBITDA* of $39.8 Million Salt Lake City, UT (August 1, 2022)?Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 01, 2022 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commiss

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 Instructure Holdings, Inc. (Exact name of registrant specified in its charter) Delaware 001-40647 84-4325548 (State or other jurisdiction of incorporation) (Commission Fi

Executive Agreement, dated as of June 25, 2021, between Instructure, Inc. and Mitch Benson

DocuSign Envelope ID: 9D93CBF8-C033-4EF4-AA3E-BA3E6C2346C5 Exhibit 10.1 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of June 25, 2021 by and between MITCH BENSON (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Instructure Announces First Quarter 2022 Financial Results First Quarter GAAP Revenue of $113.5 Million Grows 21% year over year First Quarter Loss from Operations of $3.7 Million and Adjusted EBITDA of $43.6 Million

Exhibit 99.1 Instructure Announces First Quarter 2022 Financial Results First Quarter GAAP Revenue of $113.5 Million Grows 21% year over year First Quarter Loss from Operations of $3.7 Million and Adjusted EBITDA of $43.6 Million Salt Lake City, UT (May 2, 2022)?Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial res

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 02, 2022 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 Instructure Holdings, Inc. (Exact name of registrant specified in its charter) Delaware 001-40647 84-4325548 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 Instructure Holdings, Inc. (Exact name of registrant specified in its charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction Of Incorporation) (Commissi

Description of the Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 Instructure Holdings, Inc. (the ?Company,? ?we,? ?us,? or ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its common stock, $0.01 par value per share (?common stock?). The followin

List of Subsidiaries of Instructure Holdings, Inc.

Exhibit 21.1 Subsidiaries of Instructure Holdings, Inc. Name Jurisdiction Instructure Intermediate Holdings II, LLC Delaware, U.S.A. Instructure Intermediate Holdings III, LLC Delaware, U.S.A. Instructure Holdings, LLC Delaware, U.S.A. Instructure, Inc. Delaware, U.S.A. MasteryConnect, Inc. Delaware, U.S.A. TE21, Inc. South Carolina, U.S.A. Portfolium, LLC Delaware, U.S.A. Kimono LLC Utah, U.S.A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number 001-406

Instructure Announces Fourth Quarter and Fiscal Year 2021 Financial Results Fourth Quarter GAAP Revenue of $110.6 Million Grows 26% year over year (23% ACR* Growth) Fiscal Year 2021 GAAP Revenue of $405.4 Million Grows 34% year over year (28% ACR* Gr

Exhibit 99.1 Instructure Announces Fourth Quarter and Fiscal Year 2021 Financial Results Fourth Quarter GAAP Revenue of $110.6 Million Grows 26% year over year (23% ACR* Growth) Fiscal Year 2021 GAAP Revenue of $405.4 Million Grows 34% year over year (28% ACR* Growth) Fiscal Year 2021 Cash Flow From Operations of $105.1 Million and Adjusted Unlevered Free Cash Flow* of $168.7 Million Salt Lake Cit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

INST / Instructure, Inc. / THOMA BRAVO UGP, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Instructure Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 457790103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instr

Instructure Announces Financial Results for Third Quarter Fiscal Year 2021 GAAP Revenue of $107.2 Million Grows 31% year-over-year (24% ACR Growth) Cash Flow from Operations of $161.2 Million and Unlevered Free Cash Flow of $172.2 Million

Exhibit 99.1 Instructure Announces Financial Results for Third Quarter Fiscal Year 2021 GAAP Revenue of $107.2 Million Grows 31% year-over-year (24% ACR Growth) Cash Flow from Operations of $161.2 Million and Unlevered Free Cash Flow of $172.2 Million Salt Lake City, UT (November 8, 2021)?Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2021 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commi

Credit Agreement, dated as of October 29, 2021, by and among Instructure Holdings, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein.

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of October 29, 2021 among INSTRUCTURE HOLDINGS, INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer, THE OTHER LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., CITIBANK, N.A., CITICORP USA, INC., CITICORP NORTH AMER

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 INSTRUCTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commiss

Instructure Adds Ossa Fisher and Lloyd "Buzz" Waterhouse to its Board of Directors

Exhibit 99.1 Instructure Adds Ossa Fisher and Lloyd "Buzz" Waterhouse to its Board of Directors SALT LAKE CITY ? Sep 2, 2021 ? Instructure Holdings, Inc. (NYSE: INST), the makers of Canvas, today announced that Ossa Fisher and Lloyd ?Buzz? Waterhouse have joined its Board of Directors. "Instructure is privileged to have a passionate team that includes many education and technology industry trailbl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instructur

Instructure Announces Financial Results for Second Quarter Fiscal Year 2021 GAAP Revenue of $93.6 Million Grows 52% year-over-year (28% ACR Growth) Cash Flow from Operations of $6.4 Million and Unlevered Free Cash Flow of $21.8 Million

Exhibit 99.1 Instructure Announces Financial Results for Second Quarter Fiscal Year 2021 GAAP Revenue of $93.6 Million Grows 52% year-over-year (28% ACR Growth) Cash Flow from Operations of $6.4 Million and Unlevered Free Cash Flow of $21.8 Million Salt Lake City, UT (August 17, 2021)? Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2021 INSTRUCTURE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40647 84-4325548 (State or Other Jurisdiction of Incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2021 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40647 84-4325548 (State or other jurisdiction of incorporation) (Commissio

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Instructure Holdings, Inc., filed May 30, 2023

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE HOLDINGS, INC. * * * * * Matthew Kaminer, being the Chief Legal Officer and Secretary of Instructure Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of t

Underwriting Agreement, dated as of July 21, 2021, among Instructure Holdings, Inc. and Morgan Stanley & Co. LLC, as representative for the underwriters named therein

Exhibit 1.1 12,500,000 Shares INSTRUCTURE HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July 21, 2021 July 21, 2021 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Instructure Holdings, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several Underwriters named in Sched

Instructure Announces Pricing of Initial Public Offering

Exhibit 99.1 Instructure Announces Pricing of Initial Public Offering SALT LAKE CITY, UT, July 21, 2021 ? Instructure Holdings, Inc. (Instructure) today announced the pricing of its initial public offering of 12,500,000 shares of its common stock at a price to the public of $20.00. In addition, Instructure has granted the underwriters a 30-day option to purchase up to an additional 1,875,000 share

Director Nomination Agreement, dated as of July 26, 2021, by and among the Company and the other signatories party thereto

Exhibit 10.1 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of July 26, 2021, by and among Instructure Holdings, Inc., a Delaware corporation (the ?Company?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware li

Amended and Restated Bylaws of Instructure Holdings, Inc., effective July 21, 2021

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF INSTRUCTURE HOLDINGS, INC. A Delaware corporation (Adopted as of July 21, 2021) ARTICLE I OFFICES Section 1. Offices. Instructure Holdings, Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board

Instructure Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to Instructure Holdings, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 2021)

Exhibit 10.3 INSTRUCTURE HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. The

Instructure Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Instructure Holdings, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 2021)

Exhibit 10.1 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Instructure Holdings, Inc. 2021 Omnibus Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and stre

Form of Incentive Stock Option Agreement

Exhibit 10.2 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Instructure Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the stock option (the ?Option?) se

Form of Restricted Stock Unit Agreement

Exhibit 10.4 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (U.S. EMPLOYEE) Pursuant to the terms and conditions of the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Instructure Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the numbe

As filed with the Securities and Exchange Commission on July 23, 2021

As filed with the Securities and Exchange Commission on July 23, 2021 Registration No.

12,500,000 Shares COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257473 12,500,000 Shares COMMON STOCK Instructure Holdings, Inc. is offering 12,500,000 shares of its common stock. This is our initial public offering and no public market currently exists for our shares. The initial public offering price of our common stock is $20.00 per share. We have been approved to list our common stock

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INSTRUCTURE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 84-4325548 (State of incorporation or organization) (I.R.S. Employer Identification No.) 6330 South 3000 E

July 19, 2021

877.576.5364 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UTAH 84121 INSTRUCTURE.COM July 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-1090 Attention: Brittany Ebbert Kathleen Collins Mitchell Austin Jan Woo Re: Instructure Holdings, Inc. Registration Statement on Form S-1 (File

[Signature page follows]

July 19, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Bradley C. Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 Facsimile: +1 312 862 2200 www.kirkland.com July 15, 2021

Bradley C. Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 Facsimile: +1 312 862 2200 www.kirkland.com July 15, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany Eb

As filed with the Securities and Exchange Commission on July 15, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 15, 2021 Registration No.

Executive Agreement with Mitch Benson

Exhibit 10.20 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of June 25, 2021 by and between MITCH BENSON (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date?). RECITALS A. The Company?s indirect parent com

Executive Agreement with Matthew A. Kaminer

Exhibit 10.21 INSTRUCTURE, INC. AMENDED AND RESTATED EXECUTIVE AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of July 9, 2021 by and between MATT KAMINER (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date?). RECI

Executive Agreement with Dale Bowen

Exhibit 10.19 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of June 25, 2021 by and between DALE BOWEN (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date??). Recitals A. The Company?s indirect parent comp

Executive Agreement with Melissa Loble

Exhibit 10.23 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of June 25, 2021 by and between MELISSA LOBLE (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date?). RECITALS A. The Company?s indirect parent co

As filed with the Securities and Exchange Commission on July 13, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 13, 2021 Registration No.

Executive Agreement with Frank Maylett

Exhibit 10.22 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of June 25, 2021 by and between FRANK MAYLETT (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date?). RECITALS A. The Company?s indirect parent co

Form of Underwriting Agreement

Exhibit 1.1 [?] Shares INSTRUCTURE HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July [?], 2021 July [?], 2021 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Instructure Holdings, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several Underwriters named in Schedule I

Executive Agreement with Steve Daly

Exhibit 10.18 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into as of July 9, 2021 by and between STEVE DALY (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?) and shall become effective upon (but only upon) the consummation of the IPO (as defined below) (the ?Effective Date?). RECITALS A. The Company?s indirect parent compan

Bradley C. Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200

Bradley C. Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. ?200.83 The entity requesting confidential treatment is: Instructure Holdings, Inc. 6330 South 3000 East, Suite 700 Salt Lake City, Utah 8412

Form of Incentive Equity Grant Agreement

Exhibit 10.17 INCENTIVE EQUITY GRANT AGREEMENT THIS INCENTIVE EQUITY GRANT AGREEMENT (this ?Agreement?) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the ?Partnership?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (?Fund XIII?), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (?Fund XIII-A?), and Thoma Bravo Executive Fund

Form of Indemnification Agreement

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021 between Instructure Holdings, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate

Form of Restricted Stock Unit Agreement

Exhibit 10.6 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (U.S. EMPLOYEE) Pursuant to the terms and conditions of the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Instructure Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the numbe

Form of Incentive Stock Option Agreement

Exhibit 10.4 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Instructure Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the stock option (the ?Option?) se

Executive Agreement with Frank Maylett

Exhibit 10.13 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of July 25, 2019 (the ?Effective Date?) by and between FRANK MAYLETT (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company?s Board of Directors (the ?Board?) believes it is in the best interests of the Company and its stockholde

Offer Letter for Steve Daly

Exhibit 10.9 MAY 8, 2020 Steve Daly Dear Steve, Instructure, Inc. (the ?Company?) is pleased to offer you a full-time position as of Chief Executive Officer according to the following terms. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the CEO role and as the board may direct. BASE COMPENSATION Your base compensation will be $450,000 per year paid in substa

Form of Second Amended and Restated Certificate of Incorporation of Instructure Holdings, Inc., to be in effect upon the closing of this offering

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE HOLDINGS, INC. * * * * * Matthew Kaminer, being the Chief Legal Officer and Secretary of Instructure Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of t

Consent of Director Nominee

Exhibit 99.1 CONSENT OF OSSA FISHER Instructure Holdings, Inc. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

First Incremental Amendment and Waiver to Credit Agreement, dated December 22, 2020, by and among Instructure Intermediate Holdings III, LLC, Instructure Holdings, LLC, Instructure, Inc., the Guarantors, the Lenders, and Golub Capital Markets LLC, as administrative agent for the Lenders

Exhibit 10.2 FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENT This FIRST INCREMENTAL AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this ?Amendment?) is dated as of December 22, 2020 and is entered into by (i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, a Delaware limited liability company (?Holdings?), (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the ?Parent Borrower

Form of Director Nomination Agreement

Exhibit 10.8 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2021, by and among Instructure Holdings, Inc., a Delaware corporation (the ?Company?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware limite

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on June 28, 2021 Registration No.

Executive Agreement with Matthew A. Kaminer

Exhibit 10.12 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of August 5, 2015 (the ?Effective Date?) by and between Matthew A. Kaminer (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company expects to make an initial public offering of its common stock (?IPO) in the near future. B. The Co

Offer Letter for Dale Bowen

Exhibit 10.10 MARCH 23, 2020 Dale Bowen Dear Dale, Instructure, Inc. (the ?Company?) is pleased to offer you a full-time position as of Chief Financial Officer according to the following terms. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the CFO role and as your manager may direct you. The Company may change your position, duties, hours, and work location

Form of Employee Co-Invest Agreement

Exhibit 10.16 EMPLOYEE CO-INVEST AGREEMENT THIS EMPLOYEE CO-INVEST AGREEMENT (this ?Agreement?) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the ?Partnership?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (?Fund XIII?), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (?Fund XIII-A?), and Thoma Bravo Executive Fund XIII, L.

Executive Agreement with Daniel T. Goldsmith

Exhibit 10.14 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of June 4, 2018 (the ?Effective Date?) by and between DAN GOLDSMITH (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company?s Board of Directors (the ?Board?) believes it is in the best interests of the Company and its stockholder

List of Subsidiaries of Instructure Holdings, Inc.

Exhibit 21.1 Subsidiaries of Instructure Holdings, Inc. Name Jurisdiction Instructure Intermediate Holdings II, LLC Delaware, U.S.A. Instructure Intermediate Holdings III, LLC Delaware, U.S.A. Instructure Holdings, LLC Delaware, U.S.A. Instructure, Inc. Delaware, U.S.A. MasteryConnect, Inc. Delaware, U.S.A. Certica Holdings Corp. Delaware, U.S.A. Certica Solutions, Inc. Delaware, U.S.A. TE21, Inc.

Form of Amended and Restated Bylaws of Instructure Holdings, Inc. (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (No. 333-257473), filed with the Commission on June 28, 2021)

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF INSTRUCTURE HOLDINGS, INC. A Delaware corporation (Adopted as of [?], 2021) ARTICLE I OFFICES Section 1. Offices. Instructure Holdings, Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board of

Amended and Restated Certificate of Incorporation of Instructure Holdings, Inc., as currently in effect

Exhibit 3.1 CERTIFICATE OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. * * * * * The undersigned, being the duly elected Vice President and Assistant Secretary of Instructure Intermediate Holdings I, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does here

Form of Instructure Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.3 INSTRUCTURE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Instructure Holdings, Inc. 2021 Omnibus Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and stre

Credit Agreement, dated March 24, 2020, by and among Instructure Intermediate Holdings III, LLC, Instructure Holdings, LLC, Instructure, Inc., the Guarantors, the Lenders, Golub Capital Markets LLC, as administrative agent for the Lenders, and Golub Capital Markets LLC, as collateral agent for the Secured Parties

Exhibit 10.1 CREDIT AGREEMENT by and among INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC, as Holdings, INSTRUCTURE HOLDINGS, LLC, as the Parent Borrower, PIV MERGER SUB, INC., immediately prior to the consummation of the Merger, as the Initial Subsidiary Borrower, INSTRUCTURE, INC., upon and after the consummation of the Merger, as the Successor Subsidiary Borrower and the Administrative Borrower, Ce

Form of Instructure Holdings, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.5 INSTRUCTURE HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. The

Offer Letter for Mitch Benson

Exhibit 10.11 APRIL 2, 2020 Mitch Benson Dear Mitch, Instructure, Inc. (the ?Company?) is pleased to offer you the position of Chief Product Officer as part of Instructure Inc. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the Chief Product Officer role and as your manager may direct you. The Company may change your position, duties, hours, and work location

Executive Agreement with Steven B. Kaminsky

Exhibit 10.15 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of 8/5, 2015 (the ?Effective Date?) by and between Steven B. Kaminsky (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company expects to make an initial public offering of its common stock (?IPO) in the near future. B. The Company

Bylaws of Instructure Holdings, Inc., as currently in effect

Exhibit 3.3 BY-LAWS OF INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. A Delaware corporation (Adopted as of January 14, 2020) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation?s registered agent at such address shal

Registration Rights Agreement, dated as of March 24, 2020, by and among Instructure Parent, LP, Thoma Bravo and the other parties thereto.

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of March 24, 2020 by and among Instructure Parent, LP, a Delaware limited partnership (the ?Partnership?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (?TB Fund XIII?), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (?TB Fund XIII-A?) and Thoma Bravo Executive F

300 North LaSalle Chicago, IL 60654 Bradley C. Reed, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7351 [email protected] +1 312 862 2000 +1 312 862 2200 www.kirkland.com May 18, 2021

300 North LaSalle Chicago, IL 60654 Bradley C. Reed, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7351 [email protected] +1 312 862 2000 +1 312 862 2200 www.kirkland.com May 18, 2021 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany Ebb

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 3 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on May 18, 2021. This draft registration statement has not be

Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 3 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on May 18, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INSTRUCTURE HOLDINGS, INC. * * * * *

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE HOLDINGS, INC. * * * * * Matthew Kaminer, being the Chief Legal Officer and Secretary of Instructure Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of t

BY-LAWS INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. A Delaware corporation (Adopted as of January 14, 2020) ARTICLE I

Exhibit 3.3 BY-LAWS OF INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. A Delaware corporation (Adopted as of January 14, 2020) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation?s registered agent at such address shal

AMENDED AND RESTATED BYLAWS INSTRUCTURE HOLDINGS, INC. A Delaware corporation (Adopted as of [•], 2021) ARTICLE I

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF INSTRUCTURE HOLDINGS, INC. A Delaware corporation (Adopted as of [?], 2021) ARTICLE I OFFICES Section 1. Offices. Instructure Holdings, Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board of

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on April 27, 2021. This draft registration statement has not

Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on April 27, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registrati

CERTIFICATE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. * * * * *

Exhibit 3.1 CERTIFICATE OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSTRUCTURE INTERMEDIATE HOLDINGS I, INC. * * * * * The undersigned, being the duly elected Vice President and Assistant Secretary of Instructure Intermediate Holdings I, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does here

300 North LaSalle Chicago, IL 60654 Bradley C. Reed, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7351 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com April 27, 2021

300 North LaSalle Chicago, IL 60654 Bradley C. Reed, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7351 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com April 27, 2021 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Brittany E

EMPLOYEE CO-INVEST AGREEMENT

Exhibit 10.18 EMPLOYEE CO-INVEST AGREEMENT THIS EMPLOYEE CO-INVEST AGREEMENT (this ?Agreement?) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the ?Partnership?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (?Fund XIII?), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (?Fund XIII-A?), and Thoma Bravo Executive Fund XIII, L.

INSTRUCTURE, INC. EXECUTIVE AGREEMENT

Exhibit 10.17 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of 8/5, 2015 (the ?Effective Date?) by and between Steven B. Kaminsky (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company expects to make an initial public offering of its common stock (?IPO) in the near future. B. The Company

INSTRUCTURE, INC. EXECUTIVE AGREEMENT

Exhibit 10.16 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of June 4, 2018 (the ?Effective Date?) by and between DAN GOLDSMITH (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company?s Board of Directors (the ?Board?) believes it is in the best interests of the Company and its stockholder

[Signature Page to Follow] initial CIPA 6 of 8 Last Revised 8.5.2016

Exhibit 10.11 MAY 8, 2020 Steve Daly Dear Steve, Instructure, Inc. (the ?Company?) is pleased to offer you a full-time position as of Chief Executive Officer according to the following terms. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the CEO role and as the board may direct. BASE COMPENSATION Your base compensation will be $450,000 per year paid in subst

INCENTIVE EQUITY GRANT AGREEMENT

Exhibit 10.19 INCENTIVE EQUITY GRANT AGREEMENT THIS INCENTIVE EQUITY GRANT AGREEMENT (this ?Agreement?) is made as of , 2020, by and among Instructure Parent, LP, a Delaware limited partnership (the ?Partnership?), Thoma Bravo Fund XIII, L.P., a Delaware limited partnership (?Fund XIII?), Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership (?Fund XIII-A?), and Thoma Bravo Executive Fund

[Signature Page to Follow] initial CIPA 6 of 8 Last Revised 8.5.2016

Exhibit 10.12 MARCH 23, 2020 Dale Bowen Dear Dale, Instructure, Inc. (the ?Company?) is pleased to offer you a full-time position as of Chief Financial Officer according to the following terms. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the CFO role and as your manager may direct you. The Company may change your position, duties, hours, and work location

INSTRUCTURE, INC. EXECUTIVE AGREEMENT

Exhibit 10.14 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of August 5, 2015 (the ?Effective Date?) by and between Matthew A. Kaminer (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company expects to make an initial public offering of its common stock (?IPO) in the near future. B. The Co

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on March 23, 2021. This draft registration statement has not

Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on March 23, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registrati

INSTRUCTURE, INC. EXECUTIVE AGREEMENT

Exhibit 10.15 INSTRUCTURE, INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is entered into effective as of July 25, 2019 (the ?Effective Date?) by and between FRANK MAYLETT (?Executive?) and INSTRUCTURE, INC., a Delaware corporation (the ?Company?). RECITALS A. The Company?s Board of Directors (the ?Board?) believes it is in the best interests of the Company and its stockholde

[Signature Page to Follow] initial CIPA 6 of 8 Last Revised 8.5.2016

Exhibit 10.13 APRIL 2, 2020 Mitch Benson Dear Mitch, Instructure, Inc. (the ?Company?) is pleased to offer you the position of Chief Product Officer as part of Instructure Inc. DUTIES You will be responsible for duties as are ordinary, customary and necessary in the Chief Product Officer role and as your manager may direct you. The Company may change your position, duties, hours, and work location

AND AFFILIATED PARTNERSHIPS

AND AFFILIATED PARTNERSHIPS Bradley C. Reed, P.C. To Call Writer Directly: +1 312 862 7351 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 March 23, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C.

As submitted confidentially to the Securities and Exchange Commission on February 9, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission a

DRS 1 filename1.htm Table of Contents As submitted confidentially to the Securities and Exchange Commission on February 9, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH