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Nasdaq warns Upland Software (NASDAQ: UPLD) on $15M public-float value

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq issued a deficiency notice for failing to meet the $15 million public-float requirement, putting the Nasdaq Global Market listing at risk if not cured.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
MVPHS Requirement $15 million Minimum market value of publicly held shares under Nasdaq Listing Rule 5450(b)(2&3)(C)
Review period 30 consecutive business days Period Nasdaq reviewed Upland’s market value of publicly held shares before issuing the deficiency notice
Compliance period 180 days Time given to regain compliance before the Compliance Date of January 27, 2027
Compliance Date January 27, 2027 Deadline to meet the MVPHS Requirement before the stock becomes subject to delisting
Recompliance minimum window ten consecutive business days Minimum period MVPHS must close at or above $15 million to regain compliance
Typical maximum observation period 20 consecutive business days General upper bound Nasdaq may use when confirming sustained MVPHS compliance
market value of publicly held shares financial
"no longer meets Nasdaq’s $15 million minimum market value of publicly held shares requirement"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Nasdaq Listing Rule 5450(b)(2&3)(C) regulatory
"requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the “MVPHS Requirement”)"
Nasdaq Global Market market
"listing or trading of the Company’s common stock on the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
notice of deficiency regulatory
"The Nasdaq deficiency letter is a notice of deficiency, not delisting"
A notice of deficiency is a formal written communication from a tax or regulatory authority saying it believes an entity owes additional tax, penalties, or other adjustments and setting out the proposed changes and the timeframe to respond or challenge. Think of it like an itemized bill or accusation that the company can dispute through administrative or court procedures. Investors watch these notices because they can indicate potential cash outflows, contingent liabilities, or unresolved disputes that may affect earnings and balance-sheet strength.
Nasdaq Hearings Panel regulatory
"the Company may appeal the delisting determination to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Upland Software (UPLD) disclose about its Nasdaq listing status?
Upland Software disclosed it received a Nasdaq deficiency notice for not meeting the $15 million minimum market value of publicly held shares over 30 consecutive business days. This notice currently does not remove its Nasdaq Global Market listing.

Is Upland Software (UPLD) still trading on the Nasdaq Global Market?
Yes. The Nasdaq letter is a notice of deficiency, not a delisting action, and Upland Software’s common stock continues to trade on the Nasdaq Global Market under the symbol UPLD while it works to regain compliance.

What must Upland Software (UPLD) do to regain Nasdaq compliance?
To regain compliance, Upland Software’s market value of publicly held shares must close at $15 million or more for at least ten consecutive business days, generally not more than twenty, before Nasdaq will confirm that the listing requirement has been satisfied again.

What is the deadline for Upland Software (UPLD) to fix the Nasdaq deficiency?
Upland Software has 180 days, until January 27, 2027, to regain compliance with Nasdaq’s $15 million market value of publicly held shares requirement. After that Compliance Date, its common stock would become subject to potential delisting if compliance is not restored.

What happens if Upland Software (UPLD) cannot regain Nasdaq compliance by January 27, 2027?
If Upland Software does not regain compliance by January 27, 2027, Nasdaq will notify the company that its common stock is subject to delisting. The company may then appeal to a Nasdaq Hearings Panel, but there is no assurance an appeal would succeed.

How does Upland Software (UPLD) plan to respond to the Nasdaq notice?
Upland Software states it intends to actively monitor the market value of its publicly held shares and consider plans to regain compliance with Nasdaq’s requirement. It notes there is no assurance it will successfully regain compliance within the available period.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
July 31, 2026
Date of Report (Date of earliest event reported)
UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36720
27-2992077
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
900 S. Capital of Texas Highway, Las Cimas IV, Suite 300
Austin, Texas 78746
(Address of principal executive offices, including zip code)
(512) 960-1010
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
UPLD
The Nasdaq Global Market
Preferred Stock Purchase Rights
-
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                              ☐


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 31, 2026, Upland Software, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the “MVPHS Requirement”) based on Nasdaq’s review of the market value of the Company’s publicly held shares for the previous 30 consecutive business days. The Nasdaq deficiency letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Company’s common stock will continue to trade on the Nasdaq Global Market under the symbol “UPLD” at this time.
The Company has 180 days, or until January 27, 2027, to regain compliance with the MVPHS Requirement (the “Compliance Date”). If, at any time before the Compliance Date, the Company’s market value of publicly held shares closes at $15 million or more for a minimum of ten consecutive business days, but generally no more than 20 consecutive business days, Nasdaq will provide written notification to the Company that it has regained compliance with the MVPHS Requirement. If the Company does not regain compliance with the MVPHS Requirement by the Compliance Date, Nasdaq will provide written notification to the Company that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination to the Panel, such appeal would be successful.
The Company intends to actively monitor the market value of its publicly held shares and to consider plans for regaining compliance with the MVPHS Requirement. While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the applicable rules before the Compliance Date, any additional compliance period, or at all.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UPLAND SOFTWARE, INC.
By:
/s/ Sean Nathaniel
Sean Nathaniel
Chief Executive Officer
Date: August 5, 2026

Source: View Original Filing on SEC EDGAR

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