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Upland Software, Inc. (symbol: UPLD) is the issuer of record for a Form 4 filing submitted to the SEC.
Upland Software, Inc. (UPLD) reported that Jennifer L. Simon, its Chief Financial Officer, filed an initial insider ownership statement as a reporting person. The filing lists no reportable transactions or equity holdings at this time, serving as a baseline disclosure of her status as an officer.
Upland Software, Inc. reported declining revenue and a significantly larger loss for the quarter ended June 30, 2026. Total revenue was $49.1 million, down 8% year over year, with subscription and support revenue falling 9% to $46.2 million as divested product lines and Sunset Assets continued to roll off.
Profitability weakened sharply due to a non-cash goodwill impairment of $35.2 million, driving a quarterly net loss of $35.3 million and a basic and diluted net loss per share of $12.53. For the first six months, revenue declined 16% to $97.8 million and net loss was $36.5 million. Despite this, Adjusted EBITDA remained positive at $12.8 million for the quarter and $25.5 million year to date, and operating cash flow was $11.0 million in the first half.
The balance sheet shows $356.6 million in total assets, including $222.7 million of goodwill, against $223.8 million of senior secured term debt and a total stockholders’ deficit of $89.8 million. Upland also has $136.7 million in Series A preferred liquidation preference plus accrued dividends. After quarter-end, Nasdaq notified the company that its market value of publicly held shares was below the $15 million minimum, giving Upland until January 27, 2027 to regain compliance.
Upland Software reported second quarter 2026 total revenue of $49.1 million, down 8% from $53.4 million a year earlier, mainly due to 2025 divestitures. Subscription and support revenue was $46.2 million, down 9%. Professional services contributed $1.3 million.
GAAP results showed a net loss of $35.3 million, wider than the $13.0 million loss in 2025, driven largely by a non-cash goodwill impairment of $35.2 million. By contrast, non-GAAP net income rose 18% to $6.6 million. Adjusted EBITDA was $12.8 million, or 26% of revenue, versus $13.6 million and a 25% margin a year earlier. Operating cash flow improved to $5.4 million, with free cash flow of $5.3 million and cash on hand of $31.0 million.
For third quarter 2026, Upland guides total revenue to $45.7–$48.7 million and Adjusted EBITDA to $11.9–$13.4 million, with margin expected at 27% versus 32% in the prior-year quarter. For full year 2026, it expects revenue of $190.1–$196.1 million, down 11% at the midpoint from 2025, and Adjusted EBITDA of $49.8–$52.8 million, a 12% decline at the midpoint, with a 27% margin matching 2025.
Upland Software, Inc. director Timothy Mattox reported selling 847.4 shares of common stock on 2026-08-07 in an open market or private transaction at a weighted average price of $4.2801 per share. The sale was made under an approved Rule 10b5-1 trading plan adopted on 03/09/2026, and his directly held stake after the sale was 36,052.6 shares.
Upland Software, Inc. director Timothy Mattox reported a sale of 1,000 shares of common stock on 2026-08-06 at $4.27 per share in an open-market or private transaction. After this sale, he holds 36,900 shares directly. The transaction was conducted under an approved Rule 10b5-1 trading plan with an adoption date of 03/09/2026.
UPLD filed a notice of proposed sale of common stock. Timothy Mattox, using Morgan Stanley Smith Barney LLC Executive Financial Services, plans to sell 848 shares of common stock on NASDAQ on 08/07/2026. The shares relate to restricted stock originally issued on 12/16/2018. The filing also lists several prior sales of 1,000 shares each during late July and early August 2026.
Upland Software, Inc. director Timothy Mattox reported two sales of company common stock totaling 2,000 shares. He sold 1,000 shares at $4.33 on 2026-08-04 and 1,000 shares at $4.53 on 2026-08-05. Both transactions were conducted under an approved 10b5-1 Plan adopted on 03/09/2026.
Timothy Mattox has filed a notice of proposed sale of 1,000 shares of common stock through Morgan Stanley Smith Barney LLC Executive Financial Services on or after 08/06/2026 on NASDAQ. The filing also lists several recent sales of common shares by Mattox over the prior three months.
Upland Software, Inc. reported that Nasdaq notified the company on July 31, 2026 that it no longer meets the $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C), based on the prior 30 consecutive business days. This is a notice of deficiency, not a delisting, and the common stock continues to trade on the Nasdaq Global Market under the symbol UPLD.
The company has 180 days, until January 27, 2027, to regain compliance. Compliance would be restored if the market value of publicly held shares closes at $15 million or more for at least ten consecutive business days, generally no more than twenty. If compliance is not regained by the deadline, the stock will be subject to delisting, and the company could appeal to a Nasdaq Hearings Panel, though there is no assurance an appeal or any remediation plans will succeed.