Form 4: Upland Software CFO Reports Routine Stock Disposition for Tax Obligations

Upland Software's CFO and Treasurer, Michael Douglass Hill, reported a disposition of 11,152 shares of common stock to satisfy tax withholding obligations related to the vesting of restricted stock units.

Summary

• The filing reports a transaction by Michael Douglass Hill, the Chief Financial Officer and Treasurer of Upland Software, Inc. (UPLD).
• On June 16, 2025, Mr. Hill disposed of 11,152 shares of Upland Software Common Stock.
• This disposition was not an open market sale but rather shares withheld by the issuer to cover tax withholding obligations associated with the vesting of restricted stock units.
• The shares were valued at $1.84 per share for the purpose of this tax withholding.
• Following this transaction, Michael Douglass Hill directly beneficially owns 351,230 shares of Common Stock.
• Additionally, Mr. Hill indirectly beneficially owns 160,042 shares of Common Stock held by the MDH Trust, for which he is the trustee.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The filing reports a routine disposition of shares for tax withholding purposes, which is a common and expected event for executive compensation and does not indicate a negative sentiment towards the company by the insider. The transaction being under a 10b5-1 plan further reinforces its routine nature.

Positives

• The reported transaction was a disposition for tax withholding purposes, not an open market sale, which is generally viewed as a routine administrative event rather than a signal of negative insider sentiment.
• The transaction was conducted under a Rule 10b5-1 plan, indicating a pre-arranged and compliant disposition strategy.

Negatives

• The transaction resulted in a reduction of 11,152 shares from the direct beneficial ownership of a key executive, Michael Douglass Hill.

Future Outlook

NA

Industry Context

This Form 4 filing details a routine insider transaction for tax purposes, common across publicly traded companies when restricted stock units vest for executives. It does not provide specific insights into broader industry trends or competitive dynamics.

Stakeholder Impact

• Shareholders: The disposition of shares for tax withholding is a minor administrative event and is unlikely to significantly impact shareholder value or perception, as it is not an open market sale.
• Employees: No direct impact on employees is indicated by this filing.
• Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Upland Software, UPLD, SEC Form 4, Insider Transaction, Stock Disposition, Tax Withholding, Restricted Stock Units, RSU Vesting, Michael Douglass Hill, CFO, Treasurer, Rule 10b5-1