Upland Software, Inc. 8-K

What Happened

• Upland Software filed a Certificate of Amendment on June 3, 2026, to implement a 1-for-10 reverse stock split of its common stock, effective 12:01 AM Eastern Time on June 17, 2026, before Nasdaq opens. Under the split, every 10 shares will convert into one post-split share; no fractional shares will be issued.
• Stockholders who would otherwise hold fractional shares will receive a cash payment (no interest) equal to the fractional share times the average closing sales price (adjusted for the split) on Nasdaq over the five consecutive trading days immediately preceding the filing date.
• The company has requested that shares trade on a post-split basis under the existing ticker “UPLD”; the new CUSIP for the common stock will be 91544A208. Outstanding options, restricted stock awards and similar instruments will be adjusted as required by their terms.
• Separately, the company’s Board approved — and the Equity Plan Amendment is now effective as of June 3, 2026 — an amendment to the Upland 2024 Omnibus Incentive Plan increasing the number of shares reserved for issuance under the plan by 2,000,000 shares. The 2024 Plan expires June 5, 2034.

Key Details

• Reverse split ratio: 1-for-10; effective 12:01 AM ET on June 17, 2026 (pre-market open).
• Cash in lieu of fractional shares based on 5-day average closing price prior to June 3, 2026 (date Certificate filed).
• Post-split trading symbol: UPLD (unchanged); new CUSIP: 91544A208.
• Equity plan increase: +2,000,000 shares reserved under the 2024 Omnibus Incentive Plan; effective June 3, 2026.

Why It Matters

• The reverse split reduces the number of outstanding shares and increases the per‑share price, but does not change each holder’s percentage ownership (except for effects from cash paid for fractional shares). This can affect per‑share metrics (like EPS) and how the stock is quoted and traded.
• The additional 2,000,000 shares reserved under the equity plan allow the company to grant more stock‑based compensation in the future, which could lead to dilution if and when shares are issued. Investors should monitor share count and outstanding award adjustments after the split and as new grants are made.