SEC Form 4 · accession 0001870221-26-000007
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Nathaniel
Officer — CEO and President
Period of report
Jun 4, 2026
Accepted (ET)
Jun 8, 2026 · 4:51 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001505155
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 4, 2026 | A | 500,000 | $0.00 | A | 520,751 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock Unit June 2026F2 | $0.00 | Jun 4, 2026 | A | 133,333 | A | — | May 1, 2029 | Common Stock | 133,333 | 133,333 | D |
Explanation of responses
- F1The restricted stock units vest in twelve equal quarterly installments starting on the Vesting Commencement Date of June 16, 2026, provided that the participant continues to be a service provider through each such vesting date. Notwithstanding the foregoing, in the event of the participant's termination by the Company for any reason other than cause or if participant leaves for Good Reason after a Change in Control (as defined in the Plan), then 100% of the restricted stock units shall become fully vested.
- F2Performance Stock Units ("PSUs") may vest at target amount of 133,333 and up to a maximum number of shares of 500,000 upon the achievement of the stock price hurdles for thirty (30) consecutive trading days immediately preceding such date during the three-year performance period beginning on May 1, 2026 and ending on May 1, 2029, the Performance Period. PSUs may vest as follows a) 133,333 shares at $2.00, b) 24,445 shares at $2.20, c) 24,444 shares at $2.40, d) 24,445 shares at $2.60, e) 24,444 shares at $2.80, f) 24,445 shares at $3.00, g) 24,444 shares at $3.20, h) 24,445 shares at $3.40, i) 24,444 shares at $3.60, j) 24,445 shares at $3.80, k) 24,444 shares at $4.00, l) 24,445 shares at $4.20, m) 24,444 shares at $4.40, n) 24,445 shares at $4.60, o) 24,444 shares at $4.80, and p) 24,444 shares at $5.00.