SCHEDULE: Upland Software: Ownership Stake Increases Amid Share Reduction

Upland Software's Schedule 13D filing reveals an increase in beneficial ownership for Ulysses Aggregator, LP and HGGC Fund IV GP, Ltd. due to a decrease in the total outstanding shares of common stock.

Summary

• This filing is an amendment (Amendment No. 4) to a Schedule 13D, updating beneficial ownership information for Upland Software, Inc.
• The reporting persons, Ulysses Aggregator, LP and HGGC Fund IV GP, Ltd., have increased their percentage of beneficial ownership.
• This increase is attributed solely to a decrease in the total number of outstanding shares of Upland Software's common stock.
• As of November 2, 2026, there were 2,838,697 shares of common stock outstanding, as reported by the Issuer.
• Ulysses Aggregator, LP holds 115,000 shares of Series A Preferred Stock, convertible into 789,686 shares of common stock.
• Bloom Acquisitions 1, LP, an affiliate, holds an additional 25,172 shares of common stock.
• The filing notes a 1-for-10 reverse stock split effected by the Issuer on June 17, 2026, which adjusted the conversion price of the Series A Preferred Stock.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the reporting of increased beneficial ownership solely due to a decrease in outstanding shares, which can indicate a lack of fundamental growth or positive operational changes.

Positives

• The reporting persons maintain a significant stake in Upland Software, indicating continued interest.
• The conversion price of Series A Preferred Stock has been adjusted to reflect the reverse stock split, maintaining the intended value.

Negatives

• The increase in beneficial ownership percentage is not due to new share acquisitions but rather a reduction in the total outstanding shares, which could signal a lack of fundamental growth or positive operational developments.
• The filing does not report any new transactions in the Common Stock within the prior 60 days by the reporting persons.

Risks

• The primary risk highlighted is the indirect increase in ownership percentage due to a decrease in outstanding shares, which may not reflect underlying business strength.
• Potential for future dilution if the Series A Preferred Stock is converted, although the conversion price is adjusted.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company. The future outlook is primarily shaped by the reporting persons' continued beneficial ownership and the potential conversion of preferred stock.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant investors accumulating or adjusting stakes in public companies. The context here, where ownership percentage increases due to share reduction rather than acquisition, is less common and may warrant further investigation into the company's operational performance and capital structure.

Stakeholder Impact

• Shareholders: The increase in ownership percentage by significant holders, even if due to share reduction, may influence market perception and potentially voting power.
• Creditors: No direct impact mentioned, but a shrinking share base could indirectly affect financial ratios if not accompanied by growth.
• Management: May face increased scrutiny or engagement from these significant beneficial owners.

Next Steps

• The reporting persons may continue to monitor their investment in Upland Software.
• Potential conversion of Series A Preferred Stock into Common Stock, subject to the adjusted conversion price.

Key Dates

Keywords

Upland Software, Schedule 13D, Beneficial Ownership, Preferred Stock, Reverse Stock Split, Shareholder, Investment