upld-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Upland Software, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Upland Software, Inc.

900 S. Capital of Texas Highway, Las Cimas IV, Suite 300

Austin, Texas 78746

, 2026

Dear Stockholder:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders. The Annual Meeting of Stockholders will be held at 900 S. Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, Texas 78746 on , 2026, at 11:00 a.m. Central Daylight Time.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

In accordance with U.S. Securities and Exchange Commission “notice and access” rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. We believe the use of the Internet makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

The Proxy Statement, the accompanying form of proxy card, the Notice of 2026 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com and may also be accessed through our website at www.uplandsoftware.com under the “SEC Filings” section of the “Investors” page. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Instructions on voting are located on the accompanying proxy card. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Casting your vote by proxy does not deprive you of your right to attend the Annual Meeting and vote your shares in person.

The board of directors and management look forward to your participation at the Annual Meeting.


			Sincerely,

			Michael D. Hill
			Chief Financial Officer, Treasurer, and Corporate Secretary

Upland Software, Inc.

900 S. Capital of Texas Highway, Las Cimas IV, Suite 300

Austin, Texas 78746

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on , 2026

To the Stockholders of Upland Software, Inc.:

The Annual Meeting of Stockholders for Upland Software, Inc. (“Upland”, “we”, “us”, “our” or the “Company”) will be held at 900 S. Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, Texas 78746 on , 2026, at 11:00 a.m. Central Daylight Time (the “Annual Meeting”), to consider the following matters:

1.To elect one Class III director to serve on the board of directors until our 2029 annual meeting of stockholders, or until a successor is duly elected and qualified;

2.To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To vote on a non-binding advisory basis to approve the compensation of our named executive officers;

4.To approve the adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to be filed not later than February 24, 2027, to effect a reverse stock split of our Common Stock (as defined below) at a ratio in the range of 1-for-five to 1-for-30 (collectively, the “Reverse Split”), with such ratio to be determined in the discretion of the board of directors and publicly disclosed prior to the effectiveness of the Reverse Split (the “Reverse Split Proposal”);

5.To approve an amendment to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder from 3,200,000 to 5,200,000 (the “Equity Plan Increase Proposal”);

6.To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of the Reverse Split Proposal or the Equity Plan Increase Proposal (the “Adjournment Proposal”); and

7.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors (the “Board”) has fixed the close of business on April 13, 2026, as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof (the “Record Date”). A complete list of such stockholders will be available for examination at our offices in Austin, Texas, during normal business hours for a period of ten days prior to the Annual Meeting. This Notice of 2026 Annual Meeting of Stockholders is being distributed or made available to stockholders beginning on or about , 2026.


			By Order of the Board of Directors

			John T. McDonald
			Chief Executive Officer, President, and Chair

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2026.

This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card, and our Annual Report to Stockholders/Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

ATTENDING THE ANNUAL MEETING

You do not need to attend the Annual Meeting to vote. You may vote by submitting a proxy card in advance, by telephone or through the Internet.

If you wish to attend the Annual Meeting:

•Doors will open at 10:30 a.m. Central Daylight Time on , 2026.

•The meeting will start at 11:00 a.m. Central Daylight Time.

•All stockholders and proxy holders must register at the reception desk and provide evidence of ownership as of the Record Date, and only such persons will be permitted to enter the room and attend the meeting.

•The meeting will follow the agenda and rules of conduct provided to all stockholders and proxy holders upon entering the meeting.

•Subject to meeting rules, only stockholders of record or their proxy holders will be allowed to address the meeting and only after having been recognized. All questions and comments must be directed to the chair of the meeting.

•The purpose and order of the meeting will be strictly observed, and the chair’s or secretary’s determinations in that regard will be final, including any postponements or adjournments of the meeting.

•Media will not be allowed to attend the meeting. The taking of photographs and the use of audio and video recording devices will not be allowed.

QUESTIONS


For Questions Regarding:			Contact:
The Annual Meeting			Upland Software, Inc. - Investor Relations (512) 960-1031
Stock ownership for registered holders			Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342 Brentwood, NY 11717 shareholder@broadridge.com (866) 321-8022 (within the U.S. and Canada) or (720) 378-5956 (worldwide)
Stock ownership for beneficial owners			Please contact your broker, bank or other nominee
Voting for registered holders			Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342 Brentwood, NY 11717 shareholder@broadridge.com (866) 321-8022 (within the U.S. and Canada) or (720) 378-5956 (worldwide)
Voting for beneficial owners			Please contact your broker, bank or other nominee

iii

TABLE OF CONTENTS


Proxy Statement Information on Voting			1
Proposal One: Election of Director			4
Directors and Corporate Governance			5
Director Compensation			14
Executive Officers			16
Security Ownership of Certain Beneficial Owners and Management			17
Certain Relationships and Related Party Transactions			19
Executive Compensation			20

Summary Compensation Table			22

Outstanding Equity Awards at Fiscal Year-End Table			23

Executive Employment and Other Arrangements			24
Potential Payments upon Termination or Change-in-Control			25

Pay Versus Performance			27

Audit Committee Report			29
Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm			30
Proposal Three: Advisory Vote on E xecutive Compensation			32
Proposal Four : Approval of the Ad op tion of an Amendment to the Cert ificat e of Incorpora tion to Effe ct a Reverse Stock Split of our Common S tock			33
Proposal Five: Approval of an Amendment to the Upland Software, Inc. 2024 Omnibus Incentive Plan			40
Proposal Six: Approval of the Adjournment Proposal			49
Other Matters			50

Stockholders Sharing the Same Last Name and Address			51


Appendix A			52
Appendix B			54
Proxy Card			67


Record Date						April 13, 2026 (the “Record Date”)
Quorum						A majority of combined shares of our common stock, par value $0.0001 per share (the “Common Stock”) and Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) (on an as-converted basis) outstanding on the Record Date must be present in person or by proxy to constitute a quorum at the Annual Meeting. Abstentions and any broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.
Shares Outstanding						There were 29,363,201 shares of Common Stock outstanding as of April 13, 2026.
Inspector of Election						A representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will serve as the inspector of election.
Voting by Proxy						Stockholders of record on the Record Date may submit their proxy on the Internet, by phone, or by mail.
Appointment of Proxy Holders						The Board asks you to appoint Michael D. Hill as your proxy holder to vote your shares at the Annual Meeting. You may make this appointment by voting the enclosed proxy card or by using one of the voting methods described below.
Voting Instructions; Voting at the Meeting						We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to attend the meeting. Stockholders can vote in person during the meeting. Stockholders of record (those whose shares are registered directly in their name with Upland’s transfer agent, Broadridge) who attend the Annual Meeting in person may obtain a ballot from the inspector of election. Beneficial owners whose shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization and who attend the Annual Meeting in person must obtain a proxy from their broker, bank, or other nominee prior to the date of the Annual Meeting and present it to the inspector of election with their ballot. Voting in person during the meeting will replace any previous votes.


Voting Instructions; Voting by Proxy						All shares represented by valid proxies received prior to the meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.
Voting Instructions; What Happens if no Voting Instructions are Provided						If, on the Record Date, your shares were held in an account at a brokerage firm or other agent, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you do not provide instructions for voting the shares that you beneficially own, your custodian will not be permitted to vote your shares with respect to “non-discretionary” items, which includes all matters on the agenda other than the ratification of the appointment of the independent registered public accounting firm. This is generally referred to as a “broker non-vote.” We urge you to provide voting instructions to your broker or agent to vote your shares. A number of brokers and banks enable beneficial holders to give voting instructions via telephone or the Internet. Please refer to the voting instructions provided by your bank or broker. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you provide a valid proxy from your broker or other agent.
Routine and Non-Routine Matters						Proposals One, Three, Four, Five, and Six are each considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and, therefore, broker non-votes may exist in connection with Proposals One, Three, Four, Five, and Six. Proposal Two, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and, therefore, no broker non-votes are expected to exist in connection with Proposal Two.
Votes Required; Effect of Broker Non-Votes and Abstentions						Each holder of shares of our Common Stock outstanding on the Record Date is entitled to one vote for each share of Common Stock held as of the Record Date. Except as provided by the Certificate of Designation of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) or applicable law, the holders of Series A Preferred Stock will have the right to vote together as a single class with the holders of the Common Stock on each matter submitted for a vote or consent by the holders of the Common Stock. With respect to Proposal One, director nominee is elected by a plurality of the voting power of the shares of our Common Stock and shares of our Series A Preferred Stock (on an as-converted basis) present in person or represented by proxy and entitled to vote at the Annual Meeting. Therefore, the nominee receiving the most “FOR” votes at the Annual Meeting will be elected as a director to serve until the third annual meeting of stockholders following their election. For Proposal One, there is no cumulative voting and abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote. The ratification of our independent registered public accounting firm in Proposal Two requires the affirmative vote of a majority of the voting power of the shares of our Common Stock and Series A Preferred Stock (on an as-converted basis) present or represented by proxy and voting as a single class at the Annual Meeting. Proposal Two is a routine matter and no broker non-votes are expected to exist in connection with Proposal Two. Abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote.


Votes Required; Effect of Broker Non-Votes and Abstentions						Proposal Three, the advisory vote to approve executive compensation, requires the approval of a majority of the voting power of the shares of our Common Stock and Series A Preferred Stock (on an as-converted basis) present or represented by proxy and voting as a single class at the Annual Meeting. However, because Proposal Three is an advisory vote, the result will not be binding on the Company or our Board. The Board, the Compensation Committee and/or another committee of the Board will consider the outcome of the vote when establishing or modifying the compensation of our named executive officers and determining how often we should submit to the stockholders an advisory vote to approve the compensation of our named executive officers included in our proxy statement. Abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote. Proposals Four, Five, and Six, the Reverse Split Proposal, the Equity Plan Increase Proposal, and the Adjournment Proposal, respectively, require the affirmative vote of a majority of the voting power of the shares of our Common Stock and Series A Preferred Stock (on an as-converted basis) present or represented by proxy and voting as a single class at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote.
Changing Your Vote						Stockholders of record may revoke their proxy at any time before the polls close by submitting a later-dated vote in person at the Annual Meeting, via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the Annual Meeting. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.
Voting Results						We will announce preliminary results at the Annual Meeting. We will report final results at http://investor.uplandsoftware.com and in a filing with the U.S. Securities and Exchange Commission (the “SEC”) on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.


Independence •The Board currently has 6 members, 4 of whom are independent. •There are three standing committees with all members being independent directors. •Directors regularly meet without management present with the Lead Independent Director presiding.
Board Practices •The Board and its standing committees perform self-evaluations on an annual basis. •Each standing committee operates under a committee charter. •The Board oversees risk management practices. •The Board receives information concerning, and provides input on, succession planning. •The Board has adopted an insider trading policy, a related person transaction policy, corporate governance guidelines, and a code of business conduct and ethics.
Leadership Structure •The Board leadership structure consists of a Chair, a Lead Independent Director and committee chairs.


Name	Position with Upland	Age as of the Annual Meeting	Director Since
David Chung	Director	58	2022
Stephen E. Courter	Director	71	2014
Timothy W. Mattox	Director	60	2024
David D. May	Lead Independent Director	63	2016
John T. (Jack) McDonald(1)	Director, Chief Executive Officer, President, and Chair	62	2010
Teresa Miles Walsh	Director	62	2020


Committee	Chair Fee		Member Fee
Audit Committee	$	20,000	$	10,000
Compensation Committee	$	12,000	$	5,000
Nominating and Governance Committee	$	7,500	$	2,500


Name of Director	Fees Earned or Paid in Cash		Restricted Stock Units(1)		Total
David Chung	$	47,500	$	53,000	$	100,500
Stephen E. Courter	$	55,000	$	53,000	$	108,000
Timothy W. Mattox	$	30,000	$	53,000	$	83,000
David D. May	$	74,500	$	53,000	$	127,500
Teresa Miles Walsh	$	47,500	$	53,000	$	100,500


Name of Director	Unvested Restricted Stock Units	Outstanding Option Awards
David Chung	12,500	—
Stephen E. Courter(1)	12,500	22,012
Timothy W. Mattox	12,500	—
David D. May(1)	12,500	24,809
Teresa Miles Walsh	12,500	—


	Common Stock		Series A Preferred Stock		Combined Voting Power(1)
Name and Address of Beneficial Owner	Number	Percent(2)	Number	Percent	Number	Percent
5% or Greater Stockholders:
Entities affiliated with HGGC, LLC(3)	251,727	*	115,000	100.0%	7,973,860	21.5%
Jalak Investments, B.V.(4)	2,600,000	8.9%	—	—	2,600,000	7.0%

Named Executive Officers, Nominees, and Directors:
John T. (Jack) McDonald(5)	2,546,292	8.7%	—	—	2,546,292	6.9%
Michael D. Hill(6)	422,333	1.4%	—	—	422,333	1.1%
Daniel Doman(7)	307,099	1.0%	—	—	307,099	*
David Chung(8)	118,234	*	—	—	118,234	*
Stephen E. Courter(9)	139,994	*	—	—	139,994	*
David D. May(10)	209,996	*	—	—	209,996	*
Timothy W. Mattox(11)	412,758	1.4%	—	—	412,758	1.1%
Teresa Miles Walsh(12)	138,240	*	—	—	138,240	*
All executive officers and directors as a group (8 persons) (13)	4,294,946	14.6%	—	—	4,294,946	11.6%


Name						Office
John T. (Jack) McDonald*						Chief Executive Officer, President, and Chair
Michael D. Hill						Chief Financial Officer, Treasurer, and Corporate Secretary

Daniel Doman						Chief Product and Operating Officer


What We Do			What We Do Not Do
☑ Rigorous, objective performance goals with aggressive bonus targets			☒ No “golden parachute” gross-ups
☑ Limited perquisites			☒ No hedging/pledging/short sales of company stock
☑ Competitive stock ownership guidelines			☒ No options/SARs granted below FMV
☑ Clawback policy covering performance-based incentive awards			☒ No repricing of options without stockholder approval
☑ Double-trigger and Retention-oriented CIC provisions			☒ No excessive severance
☑ Independent compensation consultant and Board Compensation Committee			☒ No guaranteed salary increases, bonuses, or long-term incentive awards
☑ Annual risk assessment of compensation policies and programs


Name	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested(1)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested

John T. (Jack) McDonald (10)	83,333	(2)	$	119,166
	166,667	(3)	$	238,334
						250,000	(4)	$	357,500

Michael D. Hill	33,333	(5)	47,666
	46,667	(6)	66,734






Daniel Doman	50,000	(7)	71,500
	100,000	(8)	143,000
	291,667	(9)	417,084


Absolute TSR	Number of Performance Units Vesting as a Percentage of Target Performance Units	Threshold/Target/Maximum
20.00%	300%	Maximum
19.25%	275%
18.50%	250%
16.75%	225%
15.00%	200%
13.75%	175%
12.50%	150%
11.25%	125%
10.00%	100%	Target
8.75%	87.5%
7.50%	75%
6.25%	62.5%
5.00%	50%	Threshold
< 5.00%	0%



Year(1)	Summary Compensation Table Total for PEO(2) ($)	Compensation Actually Paid to PEO(1)(3) ($)	Average Summary Compensation Table Total for Non-PEO NEOs(1)(4) ($)	Average Compensation Actually Paid to Non-PEO NEOs(1)(5) ($)	Value of Initial Fixed $100 Investment Based on Total Shareholder Return(6)	Net Loss (in millions) ($)
2025	4,774,820	785,553	1,176,109	519,134	20.06	(40.4)
2024	3,903,514	5,048,872	1,054,128	943,200	60.87	(112.7)
2023	2,915,546	1,065,152	1,286,574	604,442	59.33	(179.9)


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)		Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)		Total ($)
John T. (Jack) McDonald Chief Executive Officer, President, and Chair	2025	500,000	—	4,235,000	(3)	—	39,820	(2)	4,774,820
	2024	500,000	—	3,202,500		163,684	37,330		3,903,514
	2023	325,000	250,000	2,325,000		—	15,546		2,915,546

Michael D. Hill Chief Financial Officer, Treasurer, and Corporate Secretary	2025	300,000	—	317,800		—	—		617,800
	2024	300,000	—	429,000		61,382	—		790,382
	2023	300,000	75,000	852,000		—	—		1,227,000




Daniel Doman Chief Product and Operating Officer	2025	447,917	—	1,286,500		—	—		1,734,417
	2024	375,000	—	643,500		30,691	—		1,049,191
	2023	300,000	—	852,000		—	—		1,152,000


	PEO						NEO AVERAGE
	2025		2024		2023			2025		2024		2023

Summary Compensation Table Total	$	4,774,820	$	3,903,514	$	2,915,546		$	1,176,109	$	1,054,128	$	1,286,574
Less: Reported Fair Value of Equity Awards(1)	$	(4,235,000)	$	(3,202,500)	$	(2,325,000)		$	(802,150)	$	(587,730)	$	(910,013)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested	$	595,834	$	723,335	$	845,997		$	313,409	$	439,787	$	306,673
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested	$	(242,499)	$	(14,584)	$	(259,791)		$	(121,250)	$	4,492	$	(114,190)
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	$	185,520	$	3,764,686	$	139,336		$	139,451	$	105,127	$	151,527
Add: Changes in Fair Value of Equity Awards Granted in Prior Years that vested in the Year	$	(293,122)	$	(125,579)	$	(250,936)		$	(186,435)	$	(72,604)	$	(116,129)



Compensation Actually Paid	$	785,553	$	5,048,872	$	1,065,152		$	519,134	$	943,200	$	604,442


	Years Ended December 31,
	2025		2024
Audit fees (1)	$	1,585,000	$	1,795,000
Audit-related fees(2)	—		10,000
Tax fees(3)	18,033		222,000

Total	$	1,603,033	$	2,027,000


	Pre-Reverse Split Amendment	Post-Reverse Split Amendment
		Reverse Split Ratio
		1-for-five	1-for-10	1-for-20	1-for-30
Authorized Shares of Common Stock	75,000,000	75,000,000	75,000,000	75,000,000	75,000,000
Shares of Common Stock Issued and Outstanding	29,363,201	5,872,640	2,936,320	1,468,160	978,773
Shares of Common Stock Issuable Upon Conversion of Preferred Stock
Series A Convertible Preferred Stock	7,722,133	1,544,427	772,213	386,107	257,404
Series B Junior Participating Preferred Stock	—	—	—	—	—
Shares of Common Stock Issuable Upon Settlement of RSUs	2,331,670	466,334	233,167	116,584	77,722
Shares of Common Stock Issuable Upon Settlement of PRSUs at Target Level	250,000	50,000	25,000	12,500	8,333


Total number of stock options outstanding	71,632
Weighted average exercise price of outstanding options	$	12.20
Weighted average remaining contractual life of outstanding options	0.9 years
Total number of shares subject to full value awards outstanding (including time-based RSUs and performance units) (1)	2,331,670
Total number of shares remaining available for future grant(2)	326,245
Total number of shares of common stock outstanding as of March 31, 2026	29,363,201


Name and Principal Position	Dollar Value ($) (1)	Number of Units (#) (2)
John T. McDonald - Chief Executive Officer, President, and Chair	1,005,000	1,500,000	(2)
Michael D. Hill - Chief Financial Officer, Treasurer. and Corporate Secretary	93,800	140,000
Daniel Doman - Chief Product & Operating Officer	502,500	750,000
All current executive officers as a group	1,601,300	2,390,000
All current directors who are not executive officers as a group	167,500	250,000

All current employees, including current officers who are not executive officers, as a group	738,675	1,102,500

SEC Form PRE 14A filed by Upland Software Inc.