Upland Software's SEC filings document a cloud software issuer focused on AI-powered knowledge and content management applications. Recent Form 8-K reports furnish quarterly results and guidance, correct annual-report materials, disclose Nasdaq listing-compliance notices, changes in the independent registered public accounting firm, and chief executive transition and compensation arrangements.
Proxy materials cover annual meeting matters, board governance, executive compensation, equity awards, and pay-versus-performance disclosures. The filings also frame the company's capital structure through common stock and preferred stock purchase rights, while operating disclosures tie revenue and cash-flow measures to subscription and support software operations and completed divestitures.
Upland Software director John T. McDonald reported equity compensation changes involving common stock and performance share units. He received a grant of 250,000 restricted stock units, which will vest on the earliest of February 28, 2028, his termination from the board without Cause as defined in his employment agreement, or a Change in Control under the company’s 2024 Omnibus Incentive Plan. At the same time, 250,000 performance stock units were canceled effective April 30, 2026 under a Transition Agreement between McDonald and the company. Following these transactions, he holds 2,640,887 shares of common stock directly and 363,738 shares indirectly through a custodial account, in addition to 125,000 shares held in a trust for his children that are noted but not included in the reported totals.
Upland Software, Inc. executive Nathaniel Sean, the company’s CEO and President, filed an initial Form 3 showing his existing holdings. He reports beneficial ownership of 20,751 shares of Upland common stock held directly, establishing his baseline equity position as an officer.
Upland Software reported first‑quarter 2026 revenue of $48.7 million, down 24% from $63.7 million a year earlier, mainly due to prior divestitures and discontinued “Sunset” products. Subscription and support revenue was $46.1 million, still 95% of total revenue.
Net loss narrowed sharply to $1.2 million from $25.8 million, helped by the absence of 2025 divestiture losses and lower operating expenses, though interest expense rose. Adjusted EBITDA was $12.7 million, slightly below $13.1 million last year. Upland ended the quarter with $30.4 million in cash and $227.7 million of term‑loan debt, and subsequently received a Nasdaq notice because its share price stayed below $1.00 for 30 business days.
Upland Software reported first‑quarter 2026 revenue of $48.7 million, down 24% from $63.7 million a year earlier, mainly due to prior divestitures and discontinued “Sunset” products. Subscription and support revenue was $46.1 million, still 95% of total revenue.
Net loss narrowed sharply to $1.2 million from $25.8 million, helped by the absence of 2025 divestiture losses and lower operating expenses, though interest expense rose. Adjusted EBITDA was $12.7 million, slightly below $13.1 million last year. Upland ended the quarter with $30.4 million in cash and $227.7 million of term‑loan debt, and subsequently received a Nasdaq notice because its share price stayed below $1.00 for 30 business days.
Upland Software reported first quarter 2026 revenue of $48.7 million, down 24% from $63.7 million a year earlier, mainly because it sold businesses in 2025. Subscription and support revenue fell 23% to $46.1 million.
Despite lower revenue, profitability improved sharply. GAAP net loss narrowed to $1.2 million from $25.8 million, and net loss per share to $0.09 from $0.97. Adjusted EBITDA was $12.7 million, or 26% of revenue, versus $13.1 million and a 21% margin. Free cash flow was $5.5 million, and cash on hand was $29.8 million at quarter end.
For 2026, the company expects total revenue between $192.5 million and $201.5 million, about a 9% decline at the midpoint, primarily from prior divestitures, and full-year Adjusted EBITDA between $51.7 million and $56.3 million with a 27% margin midpoint.
Upland Software reported first quarter 2026 revenue of $48.7 million, down 24% from $63.7 million a year earlier, mainly because it sold businesses in 2025. Subscription and support revenue fell 23% to $46.1 million.
Despite lower revenue, profitability improved sharply. GAAP net loss narrowed to $1.2 million from $25.8 million, and net loss per share to $0.09 from $0.97. Adjusted EBITDA was $12.7 million, or 26% of revenue, versus $13.1 million and a 21% margin. Free cash flow was $5.5 million, and cash on hand was $29.8 million at quarter end.
For 2026, the company expects total revenue between $192.5 million and $201.5 million, about a 9% decline at the midpoint, primarily from prior divestitures, and full-year Adjusted EBITDA between $51.7 million and $56.3 million with a 27% margin midpoint.
Upland Software, Inc. reported that its Annual Report to Stockholders for the year ended December 31, 2025 inadvertently attached a version of its Form 10-K containing preliminary financial information for the quarter ended March 31, 2026.
The company has filed a corrected Annual Report to Stockholders with the SEC and is mailing corrected copies to stockholders who requested them for the 2026 Annual Meeting. It emphasized that any March 31, 2026 quarterly figures in the earlier report were preliminary, unaudited, subject to change, not reviewed by its independent registered public accounting firm, and should not be relied upon. Upland plans to report its first-quarter 2026 financial results in the ordinary course after completing normal quarter-end close and review processes.
Upland Software, Inc. is asking stockholders at the June 3, 2026 annual meeting to elect one Class III director, ratify KPMG LLP as auditor, and approve 2025 executive pay on an advisory basis. The board proposes authority to implement a reverse stock split of common stock at a ratio between 1‑for‑5 and 1‑for‑30, at its discretion and to be filed by February 24, 2027. It also seeks to increase shares reserved under the 2024 Omnibus Incentive Plan from 3,200,000 to 5,200,000 and to allow adjournment if additional votes are needed on these items. As of April 13, 2026, there were 29,363,201 common shares outstanding, plus 115,000 shares of Series A preferred stock voting on an as‑converted basis.
Upland Software, Inc. is soliciting proxies for its 2026 Annual Meeting to be held in Austin, Texas and asks shareholders to vote on director election, auditor ratification, advisory executive compensation, and several governance proposals. Key proposals include a proposed reverse stock split at a board-determined ratio between 1-for-five and 1-for-30 and an increase to the 2024 Omnibus Incentive Plan reserve from 3,200,000 to 5,200,000 shares. The Board fixed April 13, 2026 as the record date and reports 29,363,201 shares of common stock outstanding as of that date.
The proxy materials are being furnished primarily via the Internet under SEC notice-and-access rules; the meeting includes a ratification of KPMG LLP as independent auditor and an adjournment proposal to permit further solicitation if needed.
Upland Software, Inc. reports that Nasdaq has notified the company its common stock has traded below the required $1.00 minimum bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5450(a)(1). The stock remains listed on the Nasdaq Global Market under the symbol UPLD, and this notice alone does not result in delisting.
The company has 180 days, until October 5, 2026, to regain compliance by achieving a closing bid of at least $1.00 per share for 10 consecutive business days. If it fails to do so, Upland may seek transfer to the Nasdaq Capital Market and potentially receive an additional 180-day cure period, but continued listing would then depend on meeting other Nasdaq requirements and, if needed, succeeding in any appeal of a delisting determination.