[Form 4] Upland Software, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Femasys Inc. (FEMY) – Form 4 insider transaction

On 23 June 2025, the company granted its newly reported Chief Commercial Officer, Nicholas Kelley Stinson, a stock option covering 100,000 shares of Femasys common stock at an exercise price of $0.90 per share. The option vests in four equal annual installments beginning on the grant date and carries an expiration date of 23 June 2035. No open-market purchases or sales of common shares were reported; the filing reflects a single equity award intended as compensation and incentive alignment. Following the grant, the reporting person beneficially owns 100,000 derivative securities with direct ownership.

Positive

• Alignment of interests: Four-year vesting schedule ties the CCO’s compensation to long-term share performance.
• No insider selling: The filing reports only an award, with zero disposals of existing equity.

Negative

• Potential dilution: If exercised, the 100,000 options will increase the share count.

Insights

Securities Analyst

TL;DR: Routine option grant; minor potential dilution, neutral signal.

This Form 4 discloses a standard compensatory option award to FEMY’s CCO. The 100,000-share option represents a modest slice of the company’s float and vests over four years, encouraging executive retention. Because no shares were sold and the exercise price is fixed at $0.90, there is no immediate cash flow impact and dilution occurs only upon future exercise. The filing offers neither earnings data nor strategic developments; therefore the market impact is likely neutral, barring perceptions about management incentives.

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^*

Cummings Karen

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		F(1)		40,993	D	$1.95	306,432	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:

	/s/ Karen Cummings	07/01/2025
	** 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 did the FEMY insider purchase or sell?

No common shares were bought or sold; the CCO received an option for 100,000 shares at $0.90.

When do the Femasys options granted to Nicholas Stinson vest?

They vest equally over four years beginning 23 June 2025, subject to continued employment.

What is the exercise price and expiry of the new FEMY option grant?

Exercise price is $0.90; the option expires on 23 June 2035.

How many derivative securities does the CCO own after the transaction?

The reporting person beneficially owns 100,000 derivative securities following the grant.

Does the Form 4 indicate any insider selling pressure at Femasys?

No. The filing contains no disposals; it is a compensatory award only.