Form 4: Upland Software Director Granted 25,000 RSUs
Insider Transaction Report
Upland Software Director Teresa Miles Walsh was granted 25,000 restricted stock units, vesting over several dates through June 2026.
Summary
- Teresa Miles Walsh, a Director of Upland Software, Inc. (UPLD), acquired 25,000 shares of Common Stock in the form of Restricted Stock Units (RSUs).
- The transaction occurred on October 27, 2025, with an acquisition price of $0 per share.
- Following this transaction, Ms. Walsh beneficially owns 144,490 shares of Common Stock.
- The RSUs will vest in three tranches: one-half (12,500 shares) on December 16, 2025, and the remaining 12,500 shares in two equal quarterly installments (6,250 shares each) on March 16, 2026, and June 16, 2026.
- The transaction was made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 7
Explanation: The grant of restricted stock units to a director is a positive for aligning interests, but it's a routine compensation event rather than a significant operational or financial announcement that would drastically alter sentiment.
Positives
- The grant of 25,000 restricted stock units to Director Teresa Miles Walsh aligns her interests with shareholders.
- The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.
Future Outlook
The granted restricted stock units are scheduled to vest in tranches, with the final vesting occurring on June 16, 2026, indicating a future increase in the director's direct share ownership.
Industry Context
This Form 4 filing reports a routine insider transaction, specifically an equity grant to a director, which is a common practice across industries to align management incentives with shareholder interests. It does not provide information related to broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | A Power of Attorney was granted by Teresa Miles Walsh to Michael D. Hill, Jonanna Mikulenka, and Melanie Marshall to execute Forms 3, 4, and 5 on her behalf, effective October 23, 2025. | 10/23/2025 | This streamlines compliance with Section 16(a) of the Securities Exchange Act of 1934 for the reporting person. |
Related Party Transactions
- Grant of 25,000 restricted stock units to Teresa Miles Walsh, a Director of Upland Software, Inc., as part of her compensation package.
Stakeholder Impact
- Shareholders: Increased alignment of the director's interests with shareholders through equity ownership.
- Employees: No direct impact on general employees is mentioned in this filing.
Next Steps
- Vesting of 12,500 restricted stock units on December 16, 2025.
- Vesting of 6,250 restricted stock units on March 16, 2026.
- Vesting of 6,250 restricted stock units on June 16, 2026.
Key Dates
| Date | Description |
|---|---|
| 10/23/2025 | Power of Attorney granted by Teresa Miles Walsh. |
| 10/27/2025 | Date of RSU grant transaction. |
| 10/29/2025 | Date Form 4 was signed by attorney-in-fact. |
| 12/16/2025 | First vesting date for one-half (12,500) of the restricted stock units. |
| 03/16/2026 | Second vesting date for one-quarter (6,250) of the restricted stock units. |
| 06/16/2026 | Third and final vesting date for one-quarter (6,250) of the restricted stock units. |
Recommendation
holdThis Form 4 reports a routine equity grant to a director, which is a standard compensation practice and aligns the director's interests with shareholders. It does not contain information that would significantly alter the fundamental investment thesis for Upland Software, Inc., hence a 'hold' recommendation is appropriate as it doesn't present new material information for a change in investment strategy.
Keywords
Upland Software, UPLD, Teresa Miles Walsh, Director, RSU, Restricted Stock Units, Insider Transaction, Form 4, Equity Grant, Stock Compensation
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