Upland Software CFO to retire; interim CFO named

Upland Software, Inc. announced that Chief Financial Officer Michael D. Hill has informed the board of his intention to retire as CFO, effective July 27, 2026.

Rhea-AI Filing Summary

Upland Software, Inc. announced that Chief Financial Officer Michael D. Hill has informed the board of his intention to retire as CFO, effective July 27, 2026. The board has begun a search for a permanent successor and states that his retirement is not due to any disagreement regarding operations, policies, or practices.

Effective on the same date, the board has appointed David Tamez, age 62, as interim Chief Financial Officer. Tamez has been Senior Vice President, Treasury Management since June 2023 and previously served as Vice President, Accounting and Corporate Controller from 2014 to 2023. His compensation for the interim role is not yet finalized and will be disclosed in an amendment. He has entered into an indemnification agreement similar to those for other directors and executive officers, and the company notes there are no family relationships or related-party transactions requiring disclosure.

Insights

Corporate governance analyst

Upland discloses a planned CFO retirement with an experienced internal interim successor.

The company reports that CFO Michael Hill plans to retire effective July 27, 2026, and explicitly notes the decision is not due to disagreements over operations, policies, or practices. This framing presents the change as an orderly transition rather than a contentious departure.

Upland appoints long-time finance executive David Tamez as interim CFO, drawing on his roles since 2014 in controllership and treasury. Using an internal interim leader can support continuity while the board conducts a broader search. Compensation terms are still being set and will be detailed in a later amendment, so investors may look to future filings for the finalized package and any further leadership updates.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Retirement effective date: July 27, 2026 Retirement notice date: June 30, 2026 Interim CFO appointment date: July 6, 2026 +5 more

8 metrics

Retirement effective date July 27, 2026 Effective date of Michael D. Hill’s retirement as CFO

Retirement notice date June 30, 2026 Date Hill notified the board of his intention to retire

Interim CFO appointment date July 6, 2026 Date board appointed David Tamez as interim CFO

Interim CFO age 62 years Age of David Tamez as disclosed in the filing

SVP Treasury tenure start June 2023 Start of Tamez’s role as Senior Vice President, Treasury Management

Controller role period 2014 to 2023 Years Tamez served as Vice President, Accounting and Corporate Controller

Callaway Golf division tenure September 2003 to February 2011 Period Tamez served as Vice President, Finance for a Callaway Golf division

BDO USA tenure 1989 to 1997 Period Tamez worked in Audit and Assurance at BDO USA, LLP

Key Terms

interim Chief Financial Officer, indemnification agreement, Emerging growth company, Item 5.02, +2 more

6 terms

interim Chief Financial Officer financial

"the Board appointed David Tamez to serve as the interim Chief Financial Officer of the Company"

An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.

indemnification agreement regulatory

"entered into an indemnification agreement substantially similar to the indemnification agreement that the Company’s directors and executive officers have entered"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.02 regulatory

"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers"

Regulation S-K regulatory

"subject to disclosure under Item 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Preferred Stock Purchase Rights financial

"Preferred Stock Purchase Rights | - | The Nasdaq Global Market"

FAQ

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

When is Upland Software (UPLD) CFO Michael D. Hill retiring?

Michael D. Hill plans to retire as Upland Software’s Chief Financial Officer effective July 27, 2026. He notified the board on June 30, 2026, and the company states his decision is not due to disagreements over operations, policies, or practices.

Who will serve as interim CFO at Upland Software (UPLD)?

The board appointed David Tamez as interim Chief Financial Officer, effective July 27, 2026. He currently serves as Senior Vice President, Treasury Management, and previously was Vice President, Accounting and Corporate Controller at Upland from 2014 to 2023.

Did Upland Software (UPLD) report any disagreement behind the CFO’s retirement?

Upland Software states that Michael D. Hill’s decision to retire as Chief Financial Officer was not the result of any disagreement with the company. This includes matters related to its operations, policies, or practices, suggesting an orderly, planned leadership change.

What is known about Upland Software interim CFO David Tamez’s background?

David Tamez, age 62, has held senior finance roles at Upland since 2014, including corporate controller and treasury management. He previously worked in finance roles at Callaway Golf’s e-commerce division and began his career in audit at BDO USA, LLP after earning a B.B.A. in Accounting.

Has Upland Software (UPLD) finalized compensation for interim CFO David Tamez?

Compensation for David Tamez in his role as interim Chief Financial Officer has not yet been finalized. The company states its board and Compensation Committee will determine it and then disclose details in an amendment once the information becomes available.

Are there related-party transactions or family ties involving Upland Software interim CFO?

Upland Software reports no family relationships between interim CFO David Tamez and its directors or executive officers. It also states there are no related-party transactions involving him that would require disclosure under Item 404(a) of Regulation S-K.

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

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Accepted by SEC EDGAR 07/07/2026 - 12:01 PM 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

June 30, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Michael D. Hill as Chief Financial Officer

On June 30, 2026, Michael D. Hill, Chief Financial Officer of Upland Software, Inc. (the “Company”) notified the board of directors of the Company (the “Board”) of his intention to retire as Chief Financial Officer, effective July 27, 2026 (the “Effective Date”). The Board has initiated a search process to identify Mr. Hill’s successor.

Mr. Hill’s decision to retire was not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of David Tamez as Interim Chief Financial Officer

On July 6, 2026, the Board appointed David Tamez to serve as the interim Chief Financial Officer of the Company, effective as of the Effective Date, until a permanent successor is identified.

Mr. Tamez, age 62, has served as Senior Vice President, Treasury Management of the Company since June 2023. Prior to that, Mr. Tamez served as Vice President, Accounting and Corporate Controller of the Company from 2014 to 2023. Before joining the Company, Mr. Tamez served as Vice President, Finance for a division of Callaway Golf (NYSE: CALY), the e-commerce arm for all direct to consumer sales for Callaway golf equipment, from September 2003 to February 2011, and in other finance and accounting roles for companies in Austin, Texas. Mr. Tamez started his career with BDO USA, LLP in the Audit and Assurance practice, from 1989 to 1997. Mr. Tamez holds a B.B.A. in Accounting from the University of Texas at Austin.

As of the filing of this Current Report on Form 8-K, the Compensation Committee of the Board and the Board have not finalized the compensation of Mr. Tamez in connection with his appointment as interim Chief Financial Officer. The Company will provide this information by filing an amendment to this Current Report on Form 8-K after the information is determined or becomes available. In connection with Mr. Tamez’s appointment, Mr. Tamez and the Company entered into an indemnification agreement substantially similar to the indemnification agreement that the Company’s directors and executive officers have entered, the form of which is on file with the U.S. Securities and Exchange Commission.

No family relationships exist between Mr. Tamez and any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Tamez and any other person pursuant to which Mr. Tamez was selected as interim Chief Financial Officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Tamez has or had a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

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 and President
Date: July 7, 2026

Filing Exhibits & Attachments

4 documents

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