Upland Software, Inc. (Nasdaq: UPLD) disclosed on November 9, 2026, that it has entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP. Ulysses Aggregator is an affiliate of HGGC, LLC and the holder of all 115,000 outstanding shares of the Company's Series A Convertible Preferred Stock.
Under the terms of the agreement, effective October 1, 2026, the Investor has waived the accumulation and accrual of dividends on the Series A Preferred Stock for an indefinite period. The Series A Preferred Stock accrues dividends at a rate of 4.5% per annum, which are paid in kind and added to the preferred stock's liquidation preference.
The waiver means that dividends waived during this period are permanently forgiven and will not be subject to any future catch-up, even if the waiver is revoked. The Company expects to realize the full quarterly benefit of this waiver beginning in the fourth quarter of 2026, resulting in improved net income attributable to common stockholders and related per-share results.
The waiver will also hold the preferred stock’s liquidation preference at its current level and limit the number of common shares issuable upon conversion. All other terms of the Series A Preferred Stock remain unchanged. HGGC continues to hold all 115,000 shares of the Series A Preferred Stock outstanding.
