UPLD Form 4: Director awarded 25,000 RSUs with staged vesting

Rhea-AI Filing Summary

Upland Software (UPLD) reported an insider equity award. A director acquired 25,000 shares on 10/27/2025 at a reported price of $0, reflecting a grant of restricted stock units. Following the transaction, the director directly beneficially owns 144,490 shares.

The RSUs vest as follows: one-half on 12/16/2025, and the remainder in two equal installments on 3/16/2026 and 6/16/2026.

Insights

Equity compensation analyst

Routine RSU grant; neutral impact.

A director received 25,000 restricted stock units on 10/27/2025, recorded at $0 per share in the filing, which is typical for equity awards. This increased direct beneficial ownership to 144,490 shares after the transaction.

The vesting spans three dates: half on 12/16/2025, then equal installments on 3/16/2026 and 6/16/2026. Any market impact depends on future vesting and sale decisions; the filing does not specify sale intentions or proceeds.

Insider Trade Summary

Net Buyer: 25,000 shares

Net Buy 1 txn

Insider Walsh Teresa Miles

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 144,490 shares (Direct)

Footnotes (1)

1. F1. Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/25 and the remaining shall in two equal quarterly installments on each of 3/16/26 and 6/16/26.

FAQ

What did UPLD disclose in this Form 4?

A director acquired 25,000 shares on 10/27/2025 via a restricted stock unit grant at $0, lifting direct beneficial ownership to 144,490 shares.

What is the vesting schedule for the 25,000 RSUs at UPLD?

One-half vests on 12/16/2025, with the remainder vesting in equal installments on 3/16/2026 and 6/16/2026.

What is the reporting person’s relationship to Upland Software (UPLD)?

The reporting person is a Director of Upland Software, Inc.

How many UPLD shares does the director own after this transaction?

The director directly beneficially owns 144,490 shares after the reported transaction.

Was this a purchase in the open market?

No. It reflects a restricted stock unit grant recorded at $0 in the filing.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/29/2025 - 04:31 PM Learn about SEC filing dates

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^*

Walsh Teresa Miles

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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	10/27/2025		A		25,000(1)	A	$0	144,490	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. Represents restricted stock units vesting as follows: one-half (1/2) shall vest on 12/16/25 and the remaining shall in two equal quarterly installments on each of 3/16/26 and 6/16/26.

Remarks:

	/s/ Michael D. Hill (as attorney-in-fact for T. Walsh)	10/29/2025
	** 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.