Upland Software (NASDAQ: UPLD) COO awarded 100,000 RSUs

Rhea-AI Filing Summary

Upland Software, Inc. reported that Chief Operating & Product Officer Dan Doman acquired 100,000 shares of common stock through a grant of restricted stock units. The award was priced at $0.00 per share, increasing his directly held stake to 957,257 shares.

The restricted stock units vest in twelve equal quarterly installments starting on the three‑month anniversary of the vesting commencement date of December 16, 2025, with potential accelerated vesting under certain change‑of‑control conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Doman Dan

(Last) (First) (Middle)

900 S. CAPITAL OF TEXAS HWY

LAS CIMAS IV, SUITE 300

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc. [ UPLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating & Product Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		A		100,000(1)	A	$0	957,257	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock units vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2025. The restricted stock units are subject to accelerated vesting under certain circumstances following a change of control.

Remarks:

	/s/ Michael D. Hill (as attorney-in-fact for D. Doman)	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Upland Software (UPLD) report for Dan Doman?

Upland Software reported that Chief Operating & Product Officer Dan Doman received a grant of 100,000 restricted stock units. These units represent common stock and were awarded at $0.00 per share, increasing his directly held position to 957,257 shares after the grant.

How many Upland Software (UPLD) shares does Dan Doman own after the Form 4 grant?

After the reported grant, Dan Doman directly holds 957,257 shares of Upland Software common stock. This total includes the 100,000 restricted stock units awarded in the Form 4 transaction, which will vest over time based on the disclosed schedule.

What are the vesting terms of Dan Doman’s 100,000 Upland Software (UPLD) RSUs?

The 100,000 restricted stock units vest in twelve equal quarterly installments. Vesting begins on the three‑month anniversary of the vesting commencement date of December 16, 2025, and the units may vest faster under certain change‑of‑control circumstances.

Was Dan Doman’s Upland Software (UPLD) Form 4 transaction a market purchase or sale?

The Form 4 transaction was a grant of restricted stock units, not a market purchase or sale. The 100,000 units were acquired at $0.00 per share as an award, classified under code “A” for grant, award, or other acquisition.

Does Dan Doman’s Upland Software (UPLD) RSU grant include change‑of‑control protection?

Yes, the restricted stock units are subject to accelerated vesting in certain situations following a change of control. This means some or all unvested units may vest earlier if specific change‑of‑control conditions described in the award terms are met.