Upland Software has secured an indefinite waiver of dividends on its Series A preferred stock from the investment vehicle affiliated with HGGC that owns all of the shares. The waiver took effect October 1, 2026, and permanently forgives dividends that would otherwise accrue at 4.5% a year.
The agreement changes the dividend accrual on the preferred shares, not their ownership: Ulysses Aggregator still holds all 115,000 shares, and its designated representative, HGGC managing partner David Chung, remains on Upland’s board.
Key details
- Dividends stop accruing from October 1. The Series A shares carry a 4.5% annual dividend that is paid in kind. Under the agreement, Ulysses Aggregator waives the accumulation and accrual of those dividends for an indefinite period.
- Waived dividends are permanently forgiven. They cannot be reinstated or become payable later, even if the waiver is revoked.
- The waiver can be ended prospectively. Holders of a majority of the Series A shares may revoke it by giving written notice. Revocation would take effect for the first quarterly dividend period beginning at least 30 days after Upland receives that notice; it would not restore previously waived dividends.
- HGGC’s affiliate retains its preferred shares. Ulysses Aggregator, an HGGC affiliate, owns all 115,000 outstanding Series A shares. The announcement describes a dividend waiver, not a transfer or cancellation of those shares.
- Board representation remains in place. David Chung, HGGC’s co-chief investment officer and managing partner, serves as the preferred-stock holders’ designated director.
Plain-English implications
Because the dividend is paid in kind, it adds to the preferred-stock balance rather than requiring a cash payment. Halting future accrual prevents that balance from growing through these dividends while the waiver remains in effect. The announcement does not describe changes to other rights attached to the preferred shares.