Upland Software, Inc. SEC Filings

Upland Software, Inc. is asking stockholders at the June 3, 2026 annual meeting to elect one Class III director, ratify KPMG LLP as auditor, and approve 2025 executive pay on an advisory basis. The board proposes authority to implement a reverse stock split of common stock at a ratio between 1‑for‑5 and 1‑for‑30, at its discretion and to be filed by February 24, 2027. It also seeks to increase shares reserved under the 2024 Omnibus Incentive Plan from 3,200,000 to 5,200,000 and to allow adjournment if additional votes are needed on these items. As of April 13, 2026, there were 29,363,201 common shares outstanding, plus 115,000 shares of Series A preferred stock voting on an as‑converted basis.

Upland Software, Inc. is soliciting proxies for its 2026 Annual Meeting to be held in Austin, Texas and asks shareholders to vote on director election, auditor ratification, advisory executive compensation, and several governance proposals. Key proposals include a proposed reverse stock split at a board-determined ratio between 1-for-five and 1-for-30 and an increase to the 2024 Omnibus Incentive Plan reserve from 3,200,000 to 5,200,000 shares. The Board fixed April 13, 2026 as the record date and reports 29,363,201 shares of common stock outstanding as of that date.

The proxy materials are being furnished primarily via the Internet under SEC notice-and-access rules; the meeting includes a ratification of KPMG LLP as independent auditor and an adjournment proposal to permit further solicitation if needed.

Upland Software, Inc. reports that Nasdaq has notified the company its common stock has traded below the required $1.00 minimum bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5450(a)(1). The stock remains listed on the Nasdaq Global Market under the symbol UPLD, and this notice alone does not result in delisting.

The company has 180 days, until October 5, 2026, to regain compliance by achieving a closing bid of at least $1.00 per share for 10 consecutive business days. If it fails to do so, Upland may seek transfer to the Nasdaq Capital Market and potentially receive an additional 180-day cure period, but continued listing would then depend on meeting other Nasdaq requirements and, if needed, succeeding in any appeal of a delisting determination.

Upland Software Inc Schedule 13G/A: The Vanguard Group reports it beneficially owns 0 shares of Upland Software Inc Common Stock (CUSIP 91544A109) and holds 0% of the class as reported in this amendment.

The filing states that following an internal realignment on 01/12/2026, certain Vanguard subsidiaries will report ownership separately and The Vanguard Group no longer is deemed to beneficially own those securities. The form is signed on 03/27/2026.

Upland Software CEO John T. McDonald reported a routine tax-related share disposition. On the vesting of restricted stock units, 18,605 shares of Common Stock were withheld by the company at $0.54 per share to cover tax obligations, which the filing specifies is not an open market sale. After this withholding, McDonald directly owns 2,390,887 shares of Upland Software common stock. He also has an additional 363,738 shares held indirectly through an account at National Financial Services, and a footnote notes a separate 125,000 shares held in a trust for his children.

Upland Software, Inc. CFO, Treasurer & Secretary Michael Douglass Hill reported a routine tax-related share disposition. On March 16, 2026, 8,931 shares of common stock were withheld by the company at $0.54 per share to cover tax obligations from vesting restricted stock units. This was explicitly described as not an open-market sale. After this withholding, Hill directly owned 392,291 common shares and indirectly held 160,042 shares through the MDH Trust, where he serves as trustee for his family.

Upland Software, Inc. Chief Operating & Product Officer Dan Doman reported a routine tax-related share disposition. On the reported date, 33,491 shares of common stock were withheld by the company at a price of $0.54 per share to cover tax obligations tied to vesting restricted stock units. This was explicitly described as not being an open-market sale. After the withholding, Doman directly owned 923,766 shares of Upland common stock, indicating he continues to hold a substantial equity position in the company.

Upland Software, Inc. has changed its independent auditor. The audit committee dismissed Ernst & Young LLP as the company’s independent registered public accounting firm and approved the appointment of KPMG LLP for the fiscal year ending December 31, 2026, subject to KPMG’s customary client acceptance procedures and an engagement letter.

The company states that EY’s reports on its 2025 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. It also reports no disagreements with EY on accounting principles, financial statement disclosure, or audit scope or procedures through March 10, 2026.

Upland Software, Inc. reported that Chief Operating & Product Officer Dan Doman acquired 100,000 shares of common stock through a grant of restricted stock units. The award was priced at $0.00 per share, increasing his directly held stake to 957,257 shares.

The restricted stock units vest in twelve equal quarterly installments starting on the three‑month anniversary of the vesting commencement date of December 16, 2025, with potential accelerated vesting under certain change‑of‑control conditions.