UPLD 8-K: Material agreement

Upland Software

Filed with the SEC on · accession 0001505155-26-000083

UPLD filed a 8-K (current report) with the SEC on Nov 9, 2026. Upland Software entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP, an affiliate of HGGC, under which the holder of all 115,000 outstanding shares of Series A Convertible Preferred Stock permanently waived the accrual of 4.5% paid-in-kind dividends effective October 1, 2026. The stock moved -3.9% by the first close after the filing.

Summary of the filing

Upland Software entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP, an affiliate of HGGC, under which the holder of all 115,000 outstanding shares of Series A Convertible Preferred Stock permanently waived the accrual of 4.5% paid-in-kind dividends effective October 1, 2026. The waiver can be revoked prospectively by a majority of Series A holders with at least 30 days' notice.

Key details

Outstanding shares of Series A Convertible Preferred Stock held by the Investorshares 115K
Annual dividend rate on Series A Preferred Stock that was waivedpercent 5
Issuer/registrantUpland Software, Inc.
Investor and holder of all series a convertible preferred stock; affiliate of hggcUlysses Aggregator, LP
Affiliate of the investorHGGC, LLC
Co-chief investment officer and managing partner of hggc; series a director on upland's boardDavid Chung
Chief financial officer of upland softwareJennifer Simon

How UPLD stock reacted

Close before

$3.97

Nov 6, 2026

First close after

-3.90%

$3.81

5 trading days

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Since filing

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Frequently asked questions

What did UPLD file with the SEC on Nov 9, 2026?

UPLD filed a 8-K (Material agreement). Upland Software entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP, an affiliate of HGGC, under which the holder of all 115,000 outstanding shares of Series A Convertible Preferred Stock permanently waived the accrual of 4.5% paid-in-kind dividends effective October 1, 2026. The waiver can be revoked prospectively by a majority of Series A holders with at least 30 days' notice.

What does a material agreement mean for UPLD stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 8-K?

A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more. The "Item" number tells you the topic (e.g. 2.02 results, 5.02 executive change, 1.01 new agreement, 1.03 bankruptcy). Exhibits (99.1 press release) usually hold the details.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 8-K (current report): A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more.

How did UPLD stock react to this filing?

UPLD closed at $3.97 before the filing and $3.81 on Nov 9, 2026 (-3.90%).

Other UPLD SEC filings

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