Nathaniel Sean 4

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.