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Get filing alertsUpland Software files 1-for-10 reverse stock split effective June 17, adds 2M shares to equity plan
Filed June 4, 2026 · Period ending June 3, 2026 · ~1 min read
Key Changes
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Company will execute 1-for-10 reverse stock split effective June 17, 2026 before market open; every 10 shares will become 1 share, with fractional shares paid in cash based on 5-day average price.
Item 5.03: Certificate Amendment verify on EDGAR → -
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Stockholders approved adding 2 million shares to 2024 equity plan (from 3.2M to 5.2M total), representing ~6.8% potential dilution for employee compensation through 2034.
Item 5.07: Voting Results verify on EDGAR → -
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John T. (Jack) McDonald elected as Class III director with 83% approval to serve until 2029 annual meeting.
Item 5.07: Voting Results verify on EDGAR → -
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KPMG LLP ratified as independent auditor for fiscal 2026 with over 99% stockholder approval.
Item 5.07: Voting Results verify on EDGAR → -
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Item 5.02 disclosure appears incomplete or truncated in filing, containing only header text with no substantive information about officer or director changes.
Item 5.02: Officer Changes verify on EDGAR →
Summary
Upland Software disclosed two significant corporate actions following its June 3, 2026 annual meeting. Most notably, the company will execute a 1-for-10 reverse stock split effective June 17, consolidating every 10 shares into 1 share.
This action typically aims to boost per-share price to maintain exchange listing requirements or improve institutional investor appeal, though it doesn't change the company's underlying value. Stockholders will receive cash for any fractional shares based on a 5-day average closing price.
Separately, stockholders approved expanding the 2024 equity compensation plan by 2 million shares, bringing the total reserve to 5.2 million shares. This represents meaningful potential dilution of approximately 6.8% and signals the company's intention to use equity-based compensation for employee retention and recruitment through 2034. The filing also contains an incomplete Item 5.02 section that appears truncated, though no other red flags suggest material undisclosed officer changes. Retail investors should watch the stock's trading behavior after the June 17 reverse split takes effect, as reduced share count and higher per-share price can affect liquidity and volatility patterns.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in
The 8-K filing contains only a header for Item 5.02 regarding officer or director changes followed by the incomplete phrase 'As described in' with no further text. This suggests the filing may be truncated, incomplete, or improperly formatted. Item 5.02 typically discloses material events such as executive departures, appointments, or compensation changes, but no actual disclosure is present in the provided text.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Equity Plan Amendment increases the number of shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") reserved for issuance under the 2024 Plan (including shares issuable pursuant to incentive stock options) by 2,000,000 shares.
Stockholders approved adding 2 million shares to the 2024 Omnibus Incentive Plan on June 3, 2026. This expands the pool of shares available for employee stock options and equity compensation. The plan expires June 5, 2034 unless terminated or extended earlier.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
on June 3, 2026, at the Annual Meeting, the stockholders of Upland Software, Inc. (the “Company”) approved an amendment (the “Equity Plan Amendment”) to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”).
The equity plan amendment was approved by stockholders at the annual meeting on June 3, 2026, following prior board approval on April 8, 2026. The amendment became effective immediately upon stockholder approval.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Upland Software filed certificate for 1-for-10 reverse stock split effective June 17, 2026, and reported annual meeting voting results.
Added in current filing · verify on EDGAR →
Any stockholder who would otherwise be entitled to a fractional share shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales price of a share of the Company’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Global Market during regular trading hours for the five (5) consecutive trading days immediately preceding the date the Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
Stockholders who would receive fractional shares from the reverse split will instead receive cash based on a 5-day average closing price. This prevents the issuance of partial shares and provides liquidity for small positions that don't divide evenly by 10.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows. For | Against | Abstain | 25,055,376 | 33,552 | 136,575
Stockholders ratified KPMG LLP as the independent auditor for fiscal year 2026 with over 99% approval. This is a routine annual vote confirming the audit committee's selection.
Event · Item 9.01 — Financial Statements and Exhibits
Upland Software filed amendments to its certificate of incorporation and 2024 equity incentive plan.
Added in current filing · verify on EDGAR →
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc.
The company filed an amendment to its certificate of incorporation. The 8-K does not disclose the substance of the amendment, but such changes can affect shareholder rights, authorized shares, or corporate governance structure. Investors should review the attached exhibit to understand the specific modifications.
Added in current filing · verify on EDGAR →
Amendment No. 1 to Upland Software, Inc. 2024 Omnibus Incentive Plan.
The company amended its 2024 equity incentive plan. Amendments to equity plans can affect share dilution, compensation structure, or plan terms for employees and executives. The 8-K does not specify what was changed, so investors should review the attached exhibit for details on share reserve increases, vesting terms, or other material modifications.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 5, 2026 · How we verify