Upland Software (NASDAQ: UPLD) grants COO 150,000 RSUs

Rhea-AI Filing Summary

Doman Dan reported acquisition or exercise transactions in this Form 4 filing.

Upland Software’s Chief Operating & Product Officer Dan Doman received an equity award of 150,000 shares of common stock at a stated price of $0.00 per share. After this grant, his directly held stake increased to 857,257 shares.

According to the accompanying footnote, these are restricted stock units that vest in twelve equal quarterly installments starting on the three‑month anniversary of a vesting commencement date of December 16, 2025. Vesting requires Mr. Doman to remain a service provider through each vesting date, except as otherwise provided in his executive employment agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Doman Dan

Role Chief Operating & Product Ofcr

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	150,000	$0.00	--

Holdings After Transaction: Common Stock — 857,257 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/23/2026

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	02/23/2026		A		150,000(1)	A	$0	857,257	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, provided that the participant continues to be a service provider through each such vesting date, except as otherwise specified in the Executive Employment Agreement between the Company and participant.

Remarks:

	/s/ Michael D. Hill (as attorney-in-fact for D. Doman)	02/25/2026
	** 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 an award of 150,000 shares of common stock. The grant was recorded at a price of $0.00 per share and increased his directly held position to 857,257 shares following the transaction.

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

Following the reported equity award, Dan Doman directly owns 857,257 shares of Upland Software common stock. This total includes the 150,000-share grant disclosed in the filing, which was recorded at a stated price of $0.00 per share as part of his compensation.

How do Dan Doman’s restricted stock units in Upland Software (UPLD) vest?

The restricted stock units vest in twelve equal quarterly installments beginning on the three-month anniversary of the December 16, 2025 vesting commencement date. Vesting requires that he continue as a service provider on each vesting date, subject to terms in his executive employment agreement.

What conditions apply to the Upland Software (UPLD) RSU grant to Dan Doman?

The RSU grant is subject to time-based vesting; units vest quarterly over twelve installments starting after December 16, 2025. Each installment requires that Dan Doman remain a service provider, unless his executive employment agreement specifies different treatment in particular circumstances.

Was the Upland Software (UPLD) equity grant to Dan Doman a market purchase?

No, the transaction is coded as a grant or award, not a market purchase. The 150,000 shares were recorded at a price of $0.00 per share, indicating a compensatory equity award rather than an open-market buy or sell transaction.