Upland Software: HGGC reports 22.46% ownership

The reported beneficial-ownership increase of more than 1% was attributed solely to fewer outstanding UPLD shares.

Available on EDGAR 11/06/2026 - 08:00 AM EST Accepted by SEC EDGAR 11/06/2026 - 08:00 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Upland Software, Inc. (UPLD) ownership disclosures report that Ulysses Aggregator, LP beneficially owns 789,686 shares of Common Stock, or 21.76%, while HGGC Fund IV GP, Ltd. reports 814,858 shares, or 22.46%.

The reporting persons attribute a greater-than-1% increase in beneficial ownership solely to a decrease in UPLD’s outstanding shares. Ulysses Aggregator directly held 115,000 shares of Series A Preferred Stock as of September 15, 2026, convertible into 789,686 Common Stock shares at a $175.00 per share Conversion Price. The percentage calculations use 2,838,697 Common Stock shares outstanding as of November 2, 2026, adjusted to include the convertible shares.

Filing Explained

The amendment separately identifies 25,172 common shares held directly by Bloom Acquisitions, an affiliate of Ulysses Aggregator; Ulysses Aggregator also holds 115,000 Series A preferred shares convertible into 789,686 common shares.

Key Figures

Ulysses Aggregator beneficial ownership: 789,686 shares Ulysses Aggregator ownership percentage: 21.76% HGGC Fund IV GP beneficial ownership: 814,858 shares +5 more

8 metrics

Ulysses Aggregator beneficial ownership 789,686 shares Common Stock reported as beneficially owned

Ulysses Aggregator ownership percentage 21.76% Percentage of Common Stock

HGGC Fund IV GP beneficial ownership 814,858 shares Common Stock reported as beneficially owned

HGGC Fund IV GP ownership percentage 22.46% Percentage of Common Stock

Series A Preferred Stock 115,000 shares Directly held by Ulysses Aggregator as of September 15, 2026

Common Stock issuable upon conversion 789,686 shares Convertible shares included in the ownership calculation

Conversion Price $175.00 per share Series A Preferred Stock

Common Stock outstanding for percentage calculations 2,838,697 shares As of November 2, 2026, adjusted to include 789,686 shares issuable upon conversion

Key Terms

beneficial ownership, Series A Preferred Stock, Conversion Price, Reverse Stock Split

4 terms

beneficial ownership financial

"aggregate amount beneficially owned by each reporting person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series A Preferred Stock financial

"directly holds 115,000 shares of Series A Preferred Stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Conversion Price financial

"conversion price equal to $175.00 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Reverse Stock Split financial

"the Issuer effected a 1-for-10 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

How many UPLD shares do Ulysses Aggregator and HGGC Fund IV GP report owning?

Ulysses Aggregator, LP reported beneficial ownership of 789,686 Common Stock shares, or 21.76%; HGGC Fund IV GP, Ltd. reported 814,858 shares, or 22.46%. The percentage calculations include shares issuable upon conversion of Series A Preferred Stock.

What is UPLD’s Series A Preferred Stock conversion price?

The Conversion Price is $175.00 per share, and Ulysses Aggregator’s 115,000 Series A Preferred Stock shares were convertible into 789,686 Common Stock shares as of September 15, 2026. The price was proportionately adjusted from $17.50 per share following Upland Software’s 1-for-10 reverse stock split on June 17, 2026.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

UPLAND SOFTWARE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91544A109

(CUSIP Number)

David Chung
Ulysses Aggregator, LP c/o HGGC, LLC, 1950 University Avenue, Suite 350
Palo Alto, CA, 94303
(650) 321-4910

David B. Feirstein, P.C.
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800

Jennifer Wu, P.C.
Kirkland & Ellis LLP, 401 W. 4th Street
Austin, TX, 78701
(512) 678-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 91544A109

1

Name of reporting person

Ulysses Aggregator, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 789,686.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 789,686.00

11

Aggregate amount beneficially owned by each reporting person

789,686.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.76 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 91544A109

1

Name of reporting person

HGGC Fund IV GP, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 814,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 814,858.00

11

Aggregate amount beneficially owned by each reporting person

814,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.46 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: UPLAND SOFTWARE, INC.
(c)	Address of Issuer's Principal Executive Offices: 900 S. Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, TEXAS , 78746.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed by the Reporting Persons on August 25, 2022, as previously amended by Amendment No. 1 filed by the Reporting Person on December 18, 2023, Amendment No. 2 filed by the Reporting Person on February 27, 2024 and Amendment No. 3 filed by the Reporting Person on June 17, 2024 (collectively, the "Original Statement"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Upland Software, Inc., a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Original Statement. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Original Statement.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person are set forth on Rows 11 and 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Calculations of the percentage of the shares of Common Stock beneficially owned are based on the 2,838,697 shares of Common Stock outstanding as of November 2, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 4, 2026, as adjusted to include the 789,686 shares of Common Stock issuable upon conversion of the 115,000 shares of Series A Preferred Stock. This Amendment No. 4 is being filed to report a greater than 1% increase in the Reporting Persons' beneficial ownership that was due solely to the decrease in outstanding shares of Common Stock as disclosed by the Issuer. As of September 15, 2026, Aggregator LP directly holds 115,000 shares of Series A Preferred Stock (after giving effect to the accrual of dividends in kind paid thereunder as of September 15, 2026), which is currently convertible into 789,686 shares of Common Stock, calculated as the sum of the principal investment amount and accrued dividends, divided by a conversion price equal to $175.00 per share (the "Conversion Price"), and Bloom Acquisitions 1, LP, a Delaware limited partnership and an affiliate of Aggregator LP, directly holds, in the aggregate, 25,172 shares of Common Stock. On June 17, 2026, the Issuer effected a 1-for-10 reverse stock split of its issued and outstanding Common Stock (the "Reverse Stock Split"), pursuant to which every ten shares of Common Stock were automatically combined into one share of Common Stock, without any change in par value per share, and stockholders who would otherwise have been entitled to a fractional share received a cash payment in lieu thereof. In accordance with the terms of the Series A Preferred Stock, the Conversion Price was proportionately adjusted from $17.50 per share to $175.00 per share. All share numbers and the Conversion Price reported in this Amendment No. 4 reflect the Reverse Stock Split. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the foregoing or the Reporting Persons are the beneficial owners of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	The aggregate number of shares of Common Stock as to which each Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is set forth on Rows 7 through 10 of the cover pages of this Schedule 13D and is incorporated herein by reference. Aggregator GP exercises sole voting and investment discretion over the reported securities. Holdings is the sole shareholder and director of Fund IV GP Ltd., the sole member of Aggregator GP, and therefore Holdings and the Holdings Members may be deemed to beneficially own the reported securities but disclaim such beneficial ownership.
(c)	Except as otherwise disclosed in this Amendment No. 4, the Reporting Persons have effected no transactions in Common Stock within the prior 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ulysses Aggregator, LP

Signature:	/s/ David Chung
Name/Title:	David Chung/President
Date:	11/06/2026

HGGC Fund IV GP, Ltd.

Signature:	/s/ Rachel Stock
Name/Title:	Rachel Stock/Secretary
Date:	11/06/2026