Upland Software officer has 2,952 shares withheld

Upland’s Chief Operating & Product Officer had shares withheld for taxes on vested RSUs, leaving a direct holding of 86,473 shares.

Available on EDGAR 09/21/2026 - 05:39 PM EDT Accepted by SEC EDGAR 09/21/2026 - 05:39 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Upland Software, Inc. (UPLD) reported that officer Dan Doman, Chief Operating & Product Officer, had 2,952 shares of common stock withheld on September 16, 2026 to satisfy tax withholding obligations related to vesting restricted stock units. This was not an open market sale. After this withholding, Doman directly holds 86,473 shares of Upland common stock.

Insider Trade Summary

Tax Withholding: 2,952 shares

Tax Withholding 1 txn

Insider Doman Dan

Role Chief Operating & Product Ofcr

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	2,952	$3.945	$12K

Holdings After Transaction: Common Stock — 86,473 shares (Direct)

Footnotes (1)

1. F1. Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Key Figures

Shares withheld for taxes: 2,952 shares Per-share valuation for withholding: $3.945 per share Shares held after transaction: 86,473 shares +1 more

4 metrics

Shares withheld for taxes 2,952 shares Common stock withheld on September 16, 2026 for tax withholding obligations on RSU vesting

Per-share valuation for withholding $3.945 per share Value used for the 2,952 shares withheld on September 16, 2026

Shares held after transaction 86,473 shares Direct holdings of Dan Doman following the September 16, 2026 withholding

Transactions for tax liability payment 1 transaction, 2,952 shares Code F transaction classified as payment of tax liability by withholding securities

Key Terms

restricted stock units, tax withholding obligations, open market sale of securities

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units"

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.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

open market sale of securities financial

"This is not an open market sale of securities."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UPLD disclose for Chief Operating & Product Officer Dan Doman?

Upland Software disclosed that 2,952 shares of common stock were withheld from Dan Doman on September 16, 2026 to cover tax withholding obligations on vested restricted stock units. This is classified as a disposition for tax purposes.

Was the UPLD Form 4 transaction an open market sale of shares?

No. The filing states the shares were withheld by the issuer to satisfy tax withholding obligations in connection with RSU vesting and that this is not an open market sale of securities.

How many UPLD shares does Dan Doman hold after the reported transaction?

After the September 16, 2026 tax-withholding transaction, Dan Doman directly holds 86,473 shares of Upland Software common stock, according to the Form 4.

At what price were the UPLD shares valued for the tax withholding on Dan Doman’s RSUs?

The 2,952 shares withheld to satisfy tax obligations were valued at $3.945 per share, as reported in the Form 4 for the September 16, 2026 transaction.

Does the UPLD Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and a footnote clarifies the event was shares withheld for tax obligations on RSU vesting, not trading under a pre-arranged plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 TEXAS 78746

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

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

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

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

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	09/16/2026		F(1)		2,952	D	$3.945	86,473	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. Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. This is not an open market sale of securities.

Remarks:

	Dan Doman	09/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)