Upland Software CEO awarded new stock and PSU grants
Nathaniel Sean reported acquisition or exercise transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
Nathaniel Sean reported acquisition or exercise transactions in this Form 4 filing.
Upland Software CEO Nathaniel Sean received new equity awards. He was granted 500,000 shares of common stock at no cost, bringing his direct holdings to 520,751 shares. He was also granted 133,333 performance-based restricted stock units tied to stock-price hurdles between $2.00 and $5.00 over a three-year period, with time-based RSUs vesting quarterly from June 16, 2026 and potential acceleration after certain terminations following a Change in Control.
Insider Trade Summary
Grant/Award: 633,333 shares
Grant/Award
2 txns
Insider
Nathaniel Sean
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance-based Restricted Stock Unit June 2026 | 133,333 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 500,000 | $0.00 | $0.00 |
Holdings After Transaction:
Performance-based Restricted Stock Unit June 2026 — 133,333 contracts (Direct);
Common Stock — 520,751 shares (Direct)
Footnotes (2)
- F1. The 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.
- F2. Performance 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.
Key Figures
Common stock grant: 500,000 shares
Holdings after grant: 520,751 shares
Target PSUs granted: 133,333 units
+5 more
8 metrics
Common stock grant
500,000 shares
Granted at $0.00 per share on June 4, 2026
Holdings after grant
520,751 shares
Total common stock directly owned post-transaction
Target PSUs granted
133,333 units
Performance-based RSUs tied to common stock
Maximum PSU payout
500,000 shares
Maximum shares if all stock-price hurdles are achieved
Performance period
May 1, 2026 to May 1, 2029
Three-year PSU performance measurement window
Price hurdles range
$2.00 to $5.00
Stock-price levels triggering PSU vesting tranches
RSU vesting start
June 16, 2026
Time-based RSUs vest in 12 equal quarterly installments
PSU expiration
May 1, 2029
Expiration date for performance-based RSUs
Key Terms
restricted stock units, Performance Stock Units ("PSUs"), Change in Control, Good Reason, +2 more
6 terms
restricted stock units financial
"The restricted stock units vest in twelve equal quarterly installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units ("PSUs") financial
"Performance Stock Units ("PSUs") may vest at target amount of 133,333"
Change in Control financial
"after a Change in Control (as defined in the Plan), then 100% of the restricted stock units"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"if participant leaves for Good Reason after a Change in Control"
performance period financial
"during the three-year performance period beginning on May 1, 2026"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
trading days financial
"for thirty (30) consecutive trading days immediately preceding such date"
Trading days are the specific days when a stock exchange is open and buying and selling of securities can occur, excluding weekends and exchange-declared holidays. Investors use trading days to measure performance, calculate settlement deadlines and time-sensitive events—think of them as the business hours calendar for markets, where returns, volumes and deadlines are counted only on days the market is operating.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stock grants did Upland Software (UPLD) CEO Nathaniel Sean receive?
Nathaniel Sean received a grant of 500,000 shares of Upland Software common stock at no cost, increasing his direct holdings to 520,751 shares. This award appears compensation-related rather than an open-market purchase, reflecting equity-based incentives tied to continued service.
How do Nathaniel Sean’s performance stock units work at Upland Software (UPLD)?
He received 133,333 performance stock units that may vest at target and up to 500,000 shares total. Vesting depends on Upland’s stock meeting specified price hurdles for 30 consecutive trading days during a three-year performance period from May 1, 2026 to May 1, 2029.
What stock price hurdles apply to the Upland Software (UPLD) CEO’s PSUs?
The performance stock units can vest in tranches at stock prices from $2.00 up to $5.00. Specific blocks of shares vest at each price level, provided the stock trades at or above that hurdle for 30 consecutive trading days within the defined performance period.
When do Nathaniel Sean’s restricted stock units at Upland Software (UPLD) vest?
The restricted stock units vest in twelve equal quarterly installments starting June 16, 2026. Vesting requires that Nathaniel Sean continue as a service provider on each vesting date, aligning his compensation with ongoing leadership at the company over several years.
Can Upland Software (UPLD) CEO’s RSUs vest faster after a Change in Control?
Yes. If his employment is terminated by the company without cause, or he leaves for Good Reason after a Change in Control as defined in the plan, 100% of his restricted stock units become fully vested, providing protection around major corporate events.
AI-generated analysis. How Rhea-AI works. Not financial advice.
