Upland faces Nasdaq $1 bid-price deficiency

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).

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Upland’s common stock has traded below the $1.00 minimum bid price for 30 consecutive business days, creating a formal listing deficiency and introducing clear delisting risk if compliance is not restored within the available cure periods.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency puts Upland’s listing status at risk over the coming compliance windows.

Upland Software has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive business days below that threshold. This is a formal warning, not an immediate delisting, and trading on the Nasdaq Global Market continues for now.

The company has a first 180-day window, until October 5, 2026, to lift its closing bid to at least $1.00 for 10 straight business days. If unsuccessful, it may move to the Nasdaq Capital Market and potentially secure a second 180-day period, provided it meets other listing criteria.

The filing notes that Upland will monitor its share price and evaluate options to regain compliance, but offers no specific measures. Any eventual transfer, appeal, or delisting outcome will depend on future trading performance and Nasdaq’s determinations, so investors must treat this as a tangible listing risk disclosed by the company.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price requirement: $1.00 per share Deficiency trigger period: 30 consecutive business days Initial compliance window: 180 days +2 more

5 metrics

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

Deficiency trigger period 30 consecutive business days Period UPLD’s closing bid was below $1.00 before notice

Initial compliance window 180 days Period ending October 5, 2026 to regain bid-price compliance

Required compliant trading span 10 consecutive business days Days UPLD must maintain ≥$1.00 bid to regain compliance

Potential second compliance period Additional 180 days Available if transferred to Nasdaq Capital Market and criteria are met

Key Terms

Nasdaq Global Market, Nasdaq Capital Market, minimum bid price requirement, notice of deficiency, +1 more

5 terms

Nasdaq Global Market financial

"continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1)"

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.

Nasdaq Capital Market financial

"transfer to The Nasdaq Capital Market and meet the continued listing requirement"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

minimum bid price requirement financial

"minimum $1.00 per share required for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

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.

delisting regulatory

"the Company’s common stock will be subject to delisting"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

FAQ

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

What Nasdaq notice did Upland Software (UPLD) receive?

Upland Software received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, creating a formal bid-price deficiency but not an immediate delisting from the Nasdaq Global Market.

Does the Nasdaq deficiency letter immediately delist UPLD stock?

No, the deficiency letter does not immediately delist UPLD. The company’s common stock continues trading on the Nasdaq Global Market, while Upland has defined time periods to regain compliance with the minimum bid price requirement.

How can Upland Software regain Nasdaq bid-price compliance?

Upland must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days within the initial 180-day compliance period ending October 5, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1).

What happens if UPLD is not compliant by October 5, 2026?

If Upland is still noncompliant by October 5, 2026, Nasdaq may grant a second 180-day period if Upland transfers to the Nasdaq Capital Market, meets other initial listing standards, and formally indicates its intent to cure the minimum bid price deficiency.

Can Upland Software appeal a potential Nasdaq delisting?

Yes, if Nasdaq staff ultimately determines Upland’s stock should be delisted, the company may appeal to a Nasdaq Hearings Panel. However, the filing states there can be no assurance any such appeal would succeed in maintaining the listing.

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

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Accepted by SEC EDGAR 04/10/2026 - 09:31 AM Learn about SEC filing dates

0001505155false00015051552026-04-072026-04-070001505155upld:CommonStockParValue00001PerShareMember2026-04-072026-04-070001505155upld:PreferredStockPurchaseRightsMember2026-04-072026-04-07

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

April 7, 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 April 7, 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, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (Rule “5450(a)(1)”). 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 October 5, 2026, to regain compliance with Rule 5450(a)(1) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance with Rule 5450(a)(1) by October 5, 2026, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Staff concludes that the Company will not be able to cure the deficiency, or if the Company does not regain compliance with the minimum bid price requirement within such additional 180 calendar day compliance period, the Staff 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 Staff’s delisting determination to a Nasdaq Hearings Panel (“Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to Panel, such appeal would be successful.

The Company intends to actively monitor the closing bid price of its common stock and to consider plans for regaining compliance with Rule 5450(a)(1). 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 during the 180-day compliance period ending on October 5, 2026, 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/ Michael D. Hill
			Michael D. Hill Chief Financial Officer
Date: April 10, 2026

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