SCHEDULE: Upland Software Shareholder Amends Filing, Waives Dividends

Upland Software's significant shareholder, Ulysses Aggregator, LP, has filed an amendment to its Schedule 13D, detailing a dividend waiver agreement that impacts its beneficial ownership calculations.

Summary

• This filing is an amendment (Amendment No. 5) to a Schedule 13D, updating information regarding beneficial ownership of Upland Software, Inc. common stock.
• Ulysses Aggregator, LP, a reporting person, holds 115,000 shares of Series A Preferred Stock, convertible into 789,686 shares of common stock.
• HGGC Fund IV GP, Ltd., another reporting person, has beneficial ownership of 814,858 shares of common stock, representing 22.46% of the class.
• The filing notes that as of November 2, 2026, there were 2,838,697 shares of common stock outstanding.
• A key event is the Dividend Waiver Agreement entered into on November 9, 2026, effective October 1, 2026, where Ulysses Aggregator, LP waived dividend accruals on its Series A Preferred Stock.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a slightly negative sentiment due to the waiver of dividends, which directly impacts potential returns for the reporting persons, even though it is presented as a strategic move.

Positives

• The dividend waiver agreement provides clarity on future dividend accruals for the Series A Preferred Stock.
• The reporting persons continue to hold a significant stake in Upland Software, indicating ongoing strategic interest.

Negatives

• Ulysses Aggregator, LP has waived the accumulation and accrual of dividends on its Series A Preferred Stock, which represents a forfeiture of potential future income.
• The waiver is for an indefinite period and permanently forgives waived dividends, meaning they will not be reinstated or become payable.

Risks

• The waiver of dividends by Ulysses Aggregator, LP could signal a lack of immediate need for income from this investment or a strategic shift in their investment approach.
• While the waiver can be revoked prospectively, the conditions for revocation (majority vote of Series A Preferred Stock holders) and the 30-day notice period introduce potential complexities.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company itself. The primary forward-looking aspect relates to the potential revocation of the dividend waiver by the holders of Series A Preferred Stock.

Management Comments

• The reporting persons may be deemed to beneficially own the reported securities but disclaim such beneficial ownership.
• 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 dividend waivers, especially by significant shareholders, can be a strategic tool to manage cash flow, reinvest in growth, or signal confidence in future share price appreciation, rather than an immediate negative indicator. However, it directly impacts the immediate yield for the waiving party.

Corporate Governance

Related Party Transactions

• The Dividend Waiver Agreement between Upland Software, Inc. and Ulysses Aggregator, LP is a related party transaction, as Ulysses Aggregator, LP is a significant shareholder.

Stakeholder Impact

• Shareholders: The waiver of dividends by a major holder might be interpreted in various ways, potentially impacting market sentiment. Other Series A Preferred Stock holders have the power to revoke the waiver.
• Ulysses Aggregator, LP: Directly impacted by foregoing dividend income from its Series A Preferred Stock.
• Upland Software, Inc.: May benefit from simplified dividend management and potentially improved cash flow flexibility, though the waiver is by a shareholder, not the company itself.

Next Steps

• The holders of a majority of the Series A Preferred Stock may revoke the dividend waiver at any time on a prospective basis.
• The waiver becomes effective as of the first quarterly dividend period beginning at least 30 days after the Issuer receives written notice of revocation.

Key Dates

Keywords

Upland Software, Schedule 13D, Beneficial Ownership, Series A Preferred Stock, Dividend Waiver, Ulysses Aggregator, HGGC Fund IV GP