SEC Form 4 · accession 0002147950-26-000005
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer L. Simon
Officer — Chief Financial Officer
Period of report
Aug 17, 2026
Accepted (ET)
Aug 18, 2026 · 4:25 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 | Aug 17, 2026 | A | 30,000 | $0.00 | A | 30,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitF2 | $0.00 | Aug 17, 2026 | A | 6,666 | A | — | Aug 16, 2029 | Common Stock | 6,666 | 6,666 | D |
Explanation of responses
- F1The restricted stock units vest in twelve equal quarterly installments starting on the Vesting Commencement Date of September 30, 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 6,666 and up to a maximum number of shares of 25,000 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 August 17, 2026 and ending on August 16, 2029, the Performance Period. PSUs may vest as follows a) 6,666 shares at $20.00, b) 1,222 shares at $22.00, c) 1,223 shares at $24.00, d) 1,222 shares at $26.00, e) 1,222 shares at $28.00, f) 1,222 shares at $30.00, g) 1,223 shares at $32.00, h) 1,222 shares at $34.00, i) 1,222 shares at $36.00, j) 1,222 shares at $38.00, k) 1,223 shares at $40.00, l) 1,222 shares at $42.00, m) 1,222 shares at $44.00, n) 1,222 shares at $46.00, o) 1,223 shares at $48.00, and p) 1,222 shares at $50.00.