Upland Software, Inc. filed a Form 8-K on November 9, 2026, disclosing that it entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP, the holder of all outstanding shares of the company's Series A Convertible Preferred Stock, effective October 1, 2026.

Key Highlights

  • Agreement date: The Dividend Waiver Agreement was entered into on November 9, 2026, between Upland Software, Inc. and Ulysses Aggregator, LP, an affiliate of HGGC, LLC.
  • Shares covered: The waiver applies to all 115,000 outstanding shares of the company's Series A Convertible Preferred Stock.
  • Effective date: The waiver is effective October 1, 2026, and applies for an indefinite period.
  • Dividend rate waived: Dividends on the Series A Preferred Stock accrue at 4.5% per annum and are paid in kind; these will no longer accumulate or accrue under the waiver.
  • Permanent forgiveness: According to the filing, waived dividends "are permanently forgiven and will not be reinstated or become payable, including upon any revocation of the waiver."
  • Revocation provision: Holders of a majority of the Series A Preferred Stock may revoke the waiver prospectively, effective as of the first quarterly dividend period beginning at least 30 days after the company receives written notice of revocation.
  • Board representation: David Chung, Co-Chief Investment Officer and Managing Partner of HGGC, serves on the company's Board of Directors as the Series A Director designated by holders of the Series A Preferred Stock.

Upland Software and HGGC Affiliate Agree to Waive Series A Preferred Dividends Indefinitely

Upland Software, Inc. (NASDAQ:UPLD) disclosed in an 8-K current report dated November 9, 2026, that it entered into a Dividend Waiver Agreement with Ulysses Aggregator, LP, the entity that holds all 115,000 outstanding shares of the company's Series A Convertible Preferred Stock. Ulysses Aggregator, LP is described in the filing as an affiliate of HGGC, LLC, a private equity firm.

Under the terms of the Waiver Agreement, effective October 1, 2026, the investor waived, for an indefinite period, the accumulation and accrual of dividends on the Series A Preferred Stock. The filing states that those dividends accrue at 4.5% per annum and are paid in kind. The filing specifies that waived dividends are permanently forgiven and will not be reinstated or become payable under any circumstances, including upon a future revocation of the waiver itself.

The filing notes that the waiver may be revoked by holders of a majority of the Series A Preferred Stock at any time, but only on a prospective basis. Any revocation would take effect as of the first quarterly dividend period beginning at least 30 days after the company receives written notice of the revocation. The company also disclosed that David Chung, Co-Chief Investment Officer and Managing Partner of HGGC, sits on the company's Board of Directors as the Series A Director designated by the holders of the Series A Preferred Stock pursuant to the Certificate of Designation. The full text of the Waiver Agreement was filed as Exhibit 10.1 to the current report. The company also issued a press release on the same date, which was furnished as Exhibit 99.1.

What Was Disclosed

Upland Software disclosed the entry into a Dividend Waiver Agreement with its Series A Convertible Preferred Stock holder, Ulysses Aggregator, LP, an HGGC affiliate, permanently waiving accrual of 4.5% per annum paid-in-kind dividends effective October 1, 2026, subject to prospective revocation rights.