Upland Software Regains Nasdaq Bid Compliance

Upland Software, Inc. announced that it has regained compliance with the Nasdaq Global Market’s minimum bid price continued listing requirement.

Rhea-AI Filing Summary

Upland Software, Inc. announced that it has regained compliance with the Nasdaq Global Market’s minimum bid price continued listing requirement. Nasdaq notified the company that, from June 17 through July 1, 2026, Upland’s common stock maintained a closing bid price at or above $1.00 per share for 10 consecutive business days, satisfying Nasdaq Listing Rule 5450(a)(1). As of July 2, 2026, Nasdaq considers the matter closed, and Upland’s listing on the Nasdaq Global Market remains in good standing.

Positive

• Nasdaq compliance restored: Upland’s stock met the $1.00 minimum bid price for 10 consecutive business days, and Nasdaq now considers the minimum bid price matter closed, removing an immediate delisting risk for the Nasdaq Global Market listing.

Negative

• None.

Insights

Equity market structure analyst

Upland removes an immediate Nasdaq delisting risk by restoring bid-price compliance.

Upland Software confirms its common stock has traded at or above $1.00 for 10 consecutive business days, restoring compliance with Nasdaq Listing Rule 5450(a)(1). This keeps the shares eligible for continued listing on the Nasdaq Global Market.

Maintaining a Nasdaq Global Market listing helps preserve trading liquidity and index eligibility, which can matter to institutional investors. The notice states that, as of July 2, 2026, Nasdaq considers the bid-price matter closed.

While compliance is restored, it depends on the stock continuing to meet Nasdaq standards going forward. Future company filings and Nasdaq notifications will show whether Upland consistently maintains all listing requirements over subsequent reporting periods.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price threshold: $1.00 per share Compliance confirmation date: July 2, 2026 Consecutive trading days at or above $1.00: 10 business days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5450(a)(1) continued listing requirement

Compliance confirmation date July 2, 2026 Date Nasdaq confirmed Upland had regained compliance

Consecutive trading days at or above $1.00 10 business days Closing bid price from June 17 through July 1, 2026

Compliance rule cited Nasdaq Listing Rule 5450(a)(1) Minimum bid price requirement for Nasdaq Global Market

Enterprise customers More than 1,100 Number of enterprise customers relying on Upland’s platform

Key Terms

Nasdaq Listing Rule 5450(a)(1), minimum bid price, continued listing requirement, Nasdaq Global Market, +1 more

5 terms

Nasdaq Listing Rule 5450(a)(1) regulatory

"regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1)"

Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.

minimum bid price financial

"common stock had a closing bid price at or greater than $1.00 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

continued listing requirement regulatory

"minimum bid price continued listing requirement"

Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.

Nasdaq Global Market regulatory

"for continued listing on The Nasdaq Global Market and the matter is now closed"

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.

enterprise intelligence technical

"a provider of enterprise intelligence that turns knowledge, content, and data into actionable AI-powered outcomes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Upland Software (UPLD) announce regarding its Nasdaq listing?

Upland Software announced it has regained compliance with the Nasdaq Global Market’s minimum bid price requirement. Nasdaq confirmed the stock closed at or above $1.00 for 10 consecutive business days, so the listing compliance matter is now considered closed.

What is the Nasdaq minimum bid price rule affecting Upland Software (UPLD)?

Nasdaq Listing Rule 5450(a)(1) requires a minimum bid price of $1.00 per share for continued listing on the Nasdaq Global Market. Upland Software satisfied this rule after its stock closed at or above $1.00 for 10 consecutive business days.

Over what period did Upland Software (UPLD) meet the $1.00 minimum bid price?

Upland Software’s common stock maintained a closing bid price at or greater than $1.00 per share for 10 consecutive business days from June 17 through July 1, 2026. Nasdaq used this period to confirm the company’s renewed compliance with its bid price requirement.

What does regaining Nasdaq bid price compliance mean for Upland Software (UPLD) shares?

Regaining compliance means Upland Software’s shares continue to meet Nasdaq Global Market listing standards for minimum bid price. Nasdaq considers the prior deficiency matter closed, so the company’s common stock remains listed under the existing Nasdaq Global Market rules.

Did Upland Software (UPLD) issue a press release about regaining Nasdaq compliance?

Yes. Upland Software issued a press release dated July 8, 2026, stating it received confirmation from Nasdaq that it regained compliance with the minimum bid price continued listing requirement. The press release is included as Exhibit 99.1 to the company’s current report.

Which Nasdaq market is Upland Software (UPLD) listed on after regaining compliance?

Upland Software remains listed on the Nasdaq Global Market after regaining compliance. Nasdaq confirmed that, following the 10-day period with a bid price at or above $1.00, the minimum bid price matter is closed and the existing Nasdaq Global Market listing continues.

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

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Accepted by SEC EDGAR 07/08/2026 - 09:07 AM Learn about SEC filing dates

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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 2, 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 8.01      Other Matters.

On July 2, 2026, Upland Software, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating the Company’s common stock had a closing bid price at or greater than $1.00 per share for the last 10 consecutive business days, from June 17 through July 1, 2026, and as a result, the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market and the matter is now closed.

On July 8, 2026, the Company issued a press release announcing that it regained compliance with Nasdaq Listing Rule 5450(a)(1). A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.						Description
99.1						Upland Software, Inc. Press Release dated July 8, 2026
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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/ Michael D. Hill
			Michael D. Hill Chief Financial Officer
Date: July 8, 2026

EXHIBIT 99.1

Upland Software, Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement

AUSTIN, Texas--(BUSINESS WIRE)-- Upland Software, Inc. (Nasdaq: UPLD) (the “Company”), a provider of enterprise intelligence that turns knowledge, content, and data into actionable AI-powered outcomes, today announced that it has received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with the Nasdaq Global Market’s minimum bid price continued listing requirement. The letter noted that, as of July 2, 2026, the Company’s common stock had a closing bid price equal to or greater than the $1.00 minimum requirement for the prior 10 consecutive business days. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1), and Nasdaq considers the matter closed.

About Upland Software

Upland Software, Inc. (Nasdaq: UPLD) provides an intelligence layer that unifies and contextualizes enterprise knowledge, content, and data, turning isolated information into actionable outcomes for every human and agent. More than 1,100 enterprise customers rely on Upland's deep domain expertise to drive measurable, value-add outcomes, unlocking the full potential of AI as their organizations evolve. For more information, visit www.uplandsoftware.com.

###

Investor Relations Contact:

Michael D. Hill

investor-relations@uplandsoftware.com

512-960-1031

Media Contact:

Lloyd Berry

media@uplandsoftware.com

512-960-1010

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 5.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB