Nathaniel Sean 4
4 · Upland Software, Inc. · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
Upland (UPLD) CEO Nathaniel Sean Receives Award of 633,333 Shares
What Happened
Nathaniel Sean, CEO and President of Upland Software (UPLD), received two equity awards on June 4, 2026: 500,000 restricted stock units (RSUs) and 133,333 performance stock units (PSUs). Both awards show an acquisition price of $0.00 (i.e., granted as compensation). The filing was submitted on June 8, 2026 (within the SEC two-business-day window for Form 4 filings), so the report appears timely.
Key Details
- Transaction date: June 4, 2026; Filing date: June 8, 2026. Transaction code: A = Award/Grant. Price: $0.00.
- Award totals: 500,000 RSUs + 133,333 PSUs = 633,333 potential shares granted.
- Shares owned after transaction: Not disclosed in the supplied filing excerpt.
- Footnote F1 (RSUs): Vest in 12 equal quarterly installments beginning June 16, 2026, subject to continued service. If the CEO is terminated by the company (other than for cause) or leaves for Good Reason after a Change in Control, 100% of RSUs vest immediately.
- Footnote F2 (PSUs): Performance-based vesting over the three-year period May 1, 2026–May 1, 2029. Target vesting is 133,333 shares at a $2.00 stock price trigger; additional tranches (roughly 24,444–24,445 shares each) vest at increasing $0.20 price hurdles up to $5.00, for a maximum of 500,000 shares if higher hurdles are met for 30 consecutive trading days.
- No tax withholding, sales, or exercises are reported in this filing.
Context
These awards are compensation grants, not open-market purchases or sales, so they do not directly signal buying/selling by the CEO. The RSUs represent time-based compensation that vests quarterly; PSUs are conditional and will only convert to shares if specified stock-price performance hurdles are met during the performance period. The change-in-control provision can accelerate RSU vesting.
Insider Transaction Report
- Award
Common Stock
[F1]2026-06-04+500,000→ 520,751 total - Award
Performance-based Restricted Stock Unit June 2026
[F2]2026-06-04+133,333→ 133,333 totalExercise: $0.00Exp: 2029-05-01→ Common Stock (133,333 underlying)
Footnotes (2)
- [F1]The restricted stock units vest in twelve equal quarterly installments starting on the Vesting Commencement Date of June 16, 2026, provided that the participant continues to be a service provider through each such vesting date. Notwithstanding the foregoing, in the event of the participant's termination by the Company for any reason other than cause or if participant leaves for Good Reason after a Change in Control (as defined in the Plan), then 100% of the restricted stock units shall become fully vested.
- [F2]Performance Stock Units ("PSUs") may vest at target amount of 133,333 and up to a maximum number of shares of 500,000 upon the achievement of the stock price hurdles for thirty (30) consecutive trading days immediately preceding such date during the three-year performance period beginning on May 1, 2026 and ending on May 1, 2029, the Performance Period. PSUs may vest as follows a) 133,333 shares at $2.00, b) 24,445 shares at $2.20, c) 24,444 shares at $2.40, d) 24,445 shares at $2.60, e) 24,444 shares at $2.80, f) 24,445 shares at $3.00, g) 24,444 shares at $3.20, h) 24,445 shares at $3.40, i) 24,444 shares at $3.60, j) 24,445 shares at $3.80, k) 24,444 shares at $4.00, l) 24,445 shares at $4.20, m) 24,444 shares at $4.40, n) 24,445 shares at $4.60, o) 24,444 shares at $4.80, and p) 24,444 shares at $5.00.