Form 4: Upland Software Director Mattox Receives RSU Grant

Upland Software, Inc. Director Timothy Mattox reported the acquisition of 25,000 restricted stock units, vesting through June 2026.

Summary

• Timothy Mattox, a Director of Upland Software, Inc. (UPLD), acquired 25,000 shares of Common Stock.
• The acquisition occurred on October 27, 2025, at a price of $0 per share, indicating a grant of restricted stock units (RSUs).
• Following this transaction, Mattox beneficially owns 419,008 shares.
• The RSUs will vest in three tranches: 12,500 shares on December 16, 2025, 6,250 shares on March 16, 2026, and 6,250 shares on June 16, 2026.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive event for the individual and generally viewed as a neutral to slightly positive signal for the company, indicating continued alignment of interests and retention of key personnel.

Positives

• Director Timothy Mattox received a grant of 25,000 restricted stock units, aligning his interests with long-term shareholder value.
• The grant demonstrates continued commitment and compensation for a key board member.

Future Outlook

The vesting schedule for the restricted stock units extends into June 2026, indicating a long-term incentive structure for the director.

Industry Context

Equity grants, such as restricted stock units, are a common form of compensation for directors and executives in the software industry, aligning their incentives with company performance and shareholder interests.

Comparison to Industry Standards

• The grant of restricted stock units to a director is a standard practice in corporate governance across various industries, including software.
• While the specific size of the grant (25,000 units) would require comparison to peer companies like Salesforce, Adobe, or Workday to assess its relative scale, the mechanism itself is typical for retaining and incentivizing board members.

Corporate Governance

Related Party Transactions

• The acquisition of 25,000 restricted stock units by Director Timothy Mattox from Upland Software, Inc. constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with long-term shareholder value. Dilution from RSU vesting is a common consideration, though 25,000 units is a relatively small amount compared to total outstanding shares.
• Management: The Power of Attorney streamlines compliance for insider reporting.

Next Steps

• The restricted stock units will vest in tranches on December 16, 2025, March 16, 2026, and June 16, 2026.

Key Dates

Recommendation

This Form 4 filing reports a routine equity grant to a director and does not contain information significant enough to warrant a change in investment recommendation. It primarily reflects standard compensation practices and insider ownership alignment.

Keywords

Upland Software, UPLD, Timothy Mattox, Form 4, Insider Trading, Restricted Stock Units, RSU Grant, Director Compensation, Equity Compensation