Form 4: Upland Software Chief Product Officer Reports Future RSU Grant and Tax Withholding

Upland Software's Chief Product Officer, Dan Doman, has filed a Form 4 detailing the future acquisition of 350,000 restricted stock units and the subsequent withholding of 14,758 shares for tax obligations.

Summary

• Dan Doman, Chief Product Officer of Upland Software, Inc. (UPLD), reported changes in his beneficial ownership of common stock.
• On June 13, 2025, Mr. Doman is scheduled to acquire 350,000 shares of common stock through a restricted stock unit (RSU) grant at a price of $0.
• Following this acquisition, his beneficial ownership will be 772,846 shares.
• On June 16, 2025, 14,758 shares of common stock are scheduled to be disposed of at a price of $1.84 per share.
• This disposition represents shares withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units and is not an open market sale.
• After the tax withholding, Mr. Doman's beneficial ownership will be 758,088 shares.
• The restricted stock units are set to vest in twelve equal quarterly installments, commencing three months after the Vesting Commencement Date of June 16, 2025, contingent on continued service.
• Full vesting (100%) will occur if the participant's employment is terminated by the Company for reasons other than cause, or if the participant leaves for Good Reason after a Change in Control, as defined in the Plan.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects a standard executive compensation grant, aligning management's interests with shareholders. The tax withholding is a neutral, routine event.

Positives

• The grant of 350,000 restricted stock units to the Chief Product Officer aligns management's interests with shareholder value.
• The vesting schedule encourages long-term commitment from a key executive.

Negatives

• A portion of shares (14,758) were withheld to cover tax obligations, which is a standard practice but reduces the immediate net share gain for the executive.

Risks

• The vesting of restricted stock units is contingent on continued service, meaning the executive must remain employed to receive the full benefit.
• The value of the vested shares is subject to the future market price of Upland Software's common stock.

Future Outlook

The restricted stock units are scheduled to vest in twelve equal quarterly installments starting three months after June 16, 2025, provided the Chief Product Officer continues to be a service provider. Accelerated vesting is possible under specific termination or change of control scenarios.

Management Comments

• The 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).

Industry Context

This Form 4 filing represents a routine executive compensation event, specifically the grant and vesting of restricted stock units, which is a common practice across the software industry to incentivize and retain key management personnel.

Stakeholder Impact

• Shareholders: The RSU grant aligns the Chief Product Officer's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved executive retention and performance.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• The restricted stock units will begin vesting in quarterly installments starting three months after June 16, 2025.

Key Dates

Keywords

Upland Software, UPLD, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Dan Doman, Stock Grant, Tax Withholding