EXHIBIT 99.1
Upland Software Reports Fourth Quarter 2025 Financial Results
AUSTIN, Texas--(BUSINESS WIRE)-- Upland Software, Inc. (Nasdaq: UPLD), a leader in AI-powered knowledge and content management software, today announced its financial and operating results for the fourth quarter 2025 and issued guidance for its first quarter and full year of 2026.
Fourth Quarter 2025 Financial Highlights
•Total revenue was $49.3 million, a decrease of 28% from $68.0 million in the fourth quarter of 2024, primarily due to divestitures completed in Q1 and Q2 of 2025.
•Subscription and support revenue was $46.7 million, a decrease of 27% from $64.3 million in the fourth quarter of 2024, primarily due to divestitures completed in Q1 and Q2 of 2025.
•GAAP net income was $1.1 million compared to a GAAP net loss of $3.4 million in the fourth quarter of 2024. GAAP net loss attributable to common stockholders was $0.4 million compared to GAAP net loss attributable to common stockholders of $4.9 million in the fourth quarter of 2024. GAAP net loss per share attributable to common stockholders was $0.01 per share, compared to a GAAP net loss per share attributable to common stockholders of $0.18 per share in the fourth quarter of 2024.
•Adjusted EBITDA was $15.3 million, or 31% of total revenue, compared to $14.9 million, or 22% of total revenue, in the fourth quarter of 2024.
•GAAP operating cash flow was $7.3 million, compared to GAAP operating cash flow of $9.3 million in the fourth quarter of 2024. Free cash flow was $7.2 million, compared to free cash flow of $9.0 million in the fourth quarter of 2024.
•Cash on hand as of the end of the fourth quarter of 2025 was $29.4 million.
"With our Q4 results, we are pleased to report that revenue, Adjusted EBITDA, and margins all came in as expected, while free cash flow was stronger than expected, bringing our 2025 free cash flow to $24.4 million,” said Jack McDonald, Upland’s Chairman and Chief Executive Officer. “Our AI product portfolio continues to gain traction, marked by continued major customer contract renewals, expansions, and new customer wins."
Fourth Quarter Business Highlights
•We welcomed 110 new customers to Upland in the fourth quarter, including 15 new major customers. We also expanded relationships with 199 existing customers, 27 of which were major expansions.
•We earned 49 badges in G2’s Winter 2026 market reports, highlighting consistent value and customer validation for our products. Upland BA Insight, our AI enablement solution, increased earned badges this season, while AI-powered proposal management software, Upland Qvidian, continued to deliver impactful results. Upland Panviva also increased its badge count and Upland RightAnswers maintained its recognitions, proving ongoing value to customers leveraging AI-powered knowledge management.
•Upland Qvidian released its first annual report on the adoption of artificial intelligence (AI) throughout the proposal industry. The 2025 AI Adoption in Proposal Management: Trends and Observation Report is a technology-agnostic, industry-wide study that collects results and observations from global professionals working daily to adopt artificial intelligence in their proposal processes. Building on Qvidian’s near 50 years of industry-leading experience, the report surveyed hundreds of global RFP and proposal professionals to examine current industry trends. Findings in the report spotlight the areas where AI drives real transformation and growth, while addressing the real-world concerns professionals face during AI implementation.
•Upland was recognized as a Major Player in the IDC MarketScape: Worldwide General-Purpose Knowledge Discovery Software 2025 Vendor Assessment (doc # US53011225, November 2025), published in November 2025. Upland believes its recognition in this report highlights the value of its AI-powered knowledge management solution, Upland RightAnswers, driving scalable, smarter support for enterprise contact centers and help desks.
•Upland Software was recognized in the Gartner® Market Guide for RFP Response Management Applications, published on October 29, 2025.(1) Upland believes its inclusion in this report showcases the impact of its AI-powered RFP response and proactive sales proposal creation software, Upland Qvidian. The solution supports a full range of content that drives revenue and builds trust, from proactive proposals and presentations to complex RFPs and statements of work.
Business Outlook
For the quarter ending March 31, 2026, Upland expects reported total revenue to be between $47.0 and $50.0 million, including subscription and support revenue between $44.8 and $47.3 million, for a decline in total revenue of 24% at the midpoint from the quarter ended March 31, 2025. This year-over-year revenue decline is primarily due to divestitures completed in Q1 and Q2 of 2025. First quarter 2026 Adjusted EBITDA is expected to be between $11.9 and $13.4 million, which at the midpoint is a decline of 3% from the quarter ended March 31, 2025. First quarter 2026 Adjusted EBITDA margin is expected to be 26% at the midpoint, an increase of 500 basis points from the 21% Adjusted EBITDA margin for the quarter ended March 31, 2025.
For the full year ending December 31, 2026, Upland expects reported total revenue to be between $194.2 and $206.2 million, including subscription and support revenue between $183.6 and $193.7 million, for a decline in total revenue of 8% at the midpoint from the year ended December 31, 2025. This year-over-year revenue decline is primarily due to divestitures completed in Q1 and Q2 of 2025. Full year 2026 Adjusted EBITDA is expected to be between $52.6 and $58.6 million, which at the midpoint is a decline of 4% from the year ended December 31, 2025. Full year 2026 Adjusted EBITDA margin is expected to be 28% at the midpoint, an increase of 100 basis points from the 27% Adjusted EBITDA margin for the year ended December 31, 2025.
Conference Call Details
Upland's executive team will host a live conference call and webcast at 10:00 a.m. Central Time, 11:00 a.m. Eastern Time today to review Upland’s financial results and outlook for the business. The call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code 8422976 to join the call. This webcast will contain forward-looking statements and other material information regarding Upland’s financial and operating results.
Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months.
About Upland Software
Upland Software (Nasdaq: UPLD) is a leader in AI-powered knowledge and content management software. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance. More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption. For more information, visit www.uplandsoftware.com.
(1) Gartner does not endorse any company, vendor, product or service depicted in its publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner publications consist of the opinions of Gartner’s business and technology insights organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this publication, including any warranties of merchantability or fitness for a particular purpose.
GARTNER is a trademark of Gartner, Inc. and its affiliates.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss), non-GAAP net income (loss) per share, Core Organic Growth Rate, and Free Cash Flow.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release.
We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so is unavailable at this time without unreasonable effort.
Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue, loss on divestitures and impairment charges.
Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition and divestiture related expenses, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring effects of provision for income tax, loss on divestitures, impairment charges and the related tax effect of the adjustments above.
Upland defines Free Cash Flow as GAAP operating cash flow less purchases of property and equipment.
Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue.
Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000.
Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation and amortization.
Upland defines Net Dollar Retention Rate as the aggregate annualized recurring revenue at the end of a twelve-month period from those customers that were also customers at the beginning of the twelve-month period, divided by the aggregate annualized recurring revenue value from all customers at the beginning of the twelve-month period. This measure excludes the revenue value of Overage Charges, divestitures, and our Sunset Assets upon designation.
In connection with periodic reviews of our business, we have decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”).
Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company.
Upland defines Core as our ongoing business operation, excluding Sunset Assets and divestitures.
Upland defines Core Organic Growth Rate as the percentage change between two reported periods in Core Organic Revenue (subscription and support revenue, excluding subscription and support revenue from Sunset Assets, divestitures, and Overage Charges). We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or divestitures closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period.
Upland defines Net Debt as the total amount of debt outstanding less unrestricted cash and cash equivalents at a stated point in time.
Upland defines Net Leverage as Net Debt divided by trailing 4 quarters Adjusted EBITDA.
Forward-looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance, including our guidance related to future performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words.
Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to: our financial performance and our ability to achieve or sustain profitability or predict future results; our plans regarding future acquisitions and divestitures and our ability to consummate and operationalize acquisitions or divestitures; our ability to expand our go to market operations, including our marketing and sales organization, and successfully increase sales of our products; our ability to obtain financing in the future on acceptable terms or at all; our expectations with respect to revenue, cost of revenue, and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including global conflicts and uncertainty, changes in trade policy, foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international expansion; our ability to comply with privacy laws and regulations; our ability to incorporate and deliver artificial intelligence (“AI”) functionality into our products and services, including our ability to unlock critical knowledge, automate content workflows and drive measurable ROI; our ability to deliver high-quality customer service; our plans regarding, and our ability to effectively manage, our growth, including with respect to our growth investments; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to adapt to technological change and continue to innovate; global economic and financial market conditions and uncertainties; the growth of demand for cloud-based, digital transformation applications; our ability to integrate our applications with other software applications; maintaining and expanding our relationships with third parties; costs associated with defending intellectual property infringement and other claims; our ability to maintain, protect and enhance our brand and intellectual property; our expectations with regard to trends, such as seasonality, which affect our business; impairments to goodwill and other intangible assets; our beliefs regarding how our applications benefit customers and what our competitive strengths are; the operation, reliability and security of our third-party data centers; our expectations as to the timing of the discontinuation of any Sunset Assets, as well as the composition of Sunset Assets; our expectations as to the payment of dividends; our 2025 Share Repurchase Plan, including expectations regarding the timing and manner of repurchases made under the Share Repurchase Plan; our current level of indebtedness, including our exposure to variable interest rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; the risk that we did not consider another contingency included in this list; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K filed with the SEC. Additional information
will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC.
The forward-looking statements herein represent Upland's views as of the date of this press release, and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release.
###
Investor Relations Contact:
Michael D. Hill
investor-relations@uplandsoftware.com
512-960-1031
Media Contact:
Lloyd Berry
media@uplandsoftware.com
512-960-1010
Upland Software, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Revenue: | | | | | | | | |
| Subscription and support | | $ | 46,699 | | | $ | 64,332 | | | $ | 205,073 | | | $ | 260,685 | |
| Perpetual license | | 1,313 | | | 1,531 | | | 5,280 | | | 5,837 | |
| Total product revenue | | 48,012 | | | 65,863 | | | 210,353 | | | 266,522 | |
| Professional services | | 1,300 | | | 2,164 | | | 6,523 | | | 8,272 | |
| Total revenue | | 49,312 | | | 68,027 | | | 216,876 | | | 274,794 | |
| Cost of revenue: | | | | | | | | |
| Subscription and support | | 10,746 | | | 18,512 | | | 50,882 | | | 76,037 | |
| Professional services and other | | 852 | | | 1,352 | | | 3,876 | | | 5,055 | |
| Total cost of revenue | | 11,598 | | | 19,864 | | | 54,758 | | | 81,092 | |
| Gross profit | | 37,714 | | | 48,163 | | | 162,118 | | | 193,702 | |
| Operating expenses: | | | | | | | | |
| Sales and marketing | | 9,879 | | | 16,167 | | | 44,113 | | | 66,301 | |
| Research and development | | 7,316 | | | 11,293 | | | 36,511 | | | 47,365 | |
| | | | | | | | |
| General and administrative | | 7,398 | | | 11,300 | | | 38,025 | | | 49,463 | |
| Depreciation and amortization | | 5,634 | | | 11,356 | | | 26,850 | | | 45,622 | |
| Acquisition and divestiture related expenses | | 318 | | | 19 | | | 9,720 | | | 19 | |
| Impairment of goodwill and other intangibles | | — | | | — | | | 2,469 | | | 87,227 | |
| Total operating expenses | | 30,545 | | | 50,135 | | | 157,688 | | | 295,997 | |
| Income (loss) from operations | | 7,169 | | | (1,972) | | | 4,430 | | | (102,295) | |
| Other income (expense): | | | | | | | | |
| Interest expense, net | | (5,002) | | | (1,262) | | | (15,785) | | | (8,939) | |
| Loss on divestitures of businesses | | — | | | — | | | (24,364) | | | — | |
| Loss on debt extinguishment | | — | | | — | | | (2,301) | | | — | |
| Other income (expense), net | | 935 | | | 1,251 | | | (652) | | | 1,142 | |
| Total other expense, net | | (4,067) | | | (11) | | | (43,102) | | | (7,797) | |
| Income (loss) before benefit from (provision for) income taxes | | 3,102 | | | (1,983) | | | (38,672) | | | (110,092) | |
| Benefit from (provision for) income taxes | | (2,007) | | | (1,447) | | | (232) | | | (2,640) | |
| | | | | | | | |
| | | | | | | | |
| Net income (loss) | | $ | 1,095 | | | $ | (3,430) | | | $ | (38,904) | | | $ | (112,732) | |
| Preferred stock dividends | | (1,486) | | | (1,421) | | | (5,848) | | | (5,592) | |
| Net loss attributable to common stockholders | | $ | (391) | | | $ | (4,851) | | | $ | (44,752) | | | $ | (118,324) | |
| Net loss per common share: | | | | | | | | |
| Net loss per common share, basic and diluted | | $ | (0.01) | | | $ | (0.18) | | | $ | (1.56) | | | $ | (4.26) | |
| | | | | | | | |
| | | | | | | | |
| Weighted-average common shares outstanding, basic and diluted | | 28,928,331 | | | 27,605,490 | | | 28,615,649 | | | 27,789,248 | |
| | | | | | | | |
Upland Software, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| | | | | | | | | | | | | | | | | | |
| | December 31, | | December 31, | | | | |
| | 2025 | | 2024 | | | | |
| | | | | | | | |
| ASSETS | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 29,398 | | | $ | 56,426 | | | | | |
| Restricted cash | | 626 | | | 626 | | | | | |
| Accounts receivable, net of allowance | | 25,603 | | | 38,647 | | | | | |
| Deferred commissions, current | | 5,660 | | | 8,361 | | | | | |
| Unbilled receivables | | 3,981 | | | 3,441 | | | | | |
| Income tax receivable, current | | 1,832 | | | 762 | | | | | |
| Prepaid expenses and other current assets | | 8,154 | | | 10,129 | | | | | |
| Total current assets | | 75,254 | | | 118,392 | | | | | |
| Tax credits receivable | | 863 | | | 951 | | | | | |
| Property and equipment, net | | 1,815 | | | 1,518 | | | | | |
| Operating lease right-of-use asset | | 1,713 | | | 1,364 | | | | | |
| Intangible assets, net | | 62,317 | | | 123,903 | | | | | |
| Goodwill | | 259,631 | | | 260,976 | | | | | |
| Deferred commissions, noncurrent | | 7,865 | | | 12,147 | | | | | |
| Interest rate derivatives | | 15 | | | 9,742 | | | | | |
| Other assets | | 3,704 | | | 529 | | | | | |
| Total assets | | $ | 413,177 | | | $ | 529,522 | | | | | |
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 2,140 | | | $ | 9,388 | | | | | |
| Accrued compensation | | 4,358 | | | 6,226 | | | | | |
| Accrued expenses and other current liabilities | | 3,938 | | | 6,876 | | | | | |
| Deferred revenue | | 74,768 | | | 93,706 | | | | | |
| | | | | | | | |
| Operating lease liabilities, current | | 817 | | | 1,000 | | | | | |
| Current maturities of notes payable | | 7,739 | | | 3,224 | | | | | |
| Total current liabilities | | 93,760 | | | 120,420 | | | | | |
| | | | | | | | |
| Notes payable, less current maturities | | 224,667 | | | 286,970 | | | | | |
| Deferred revenue, noncurrent | | 4,841 | | | 4,670 | | | | | |
| Operating lease liabilities, noncurrent | | 1,971 | | | 762 | | | | | |
| Noncurrent deferred tax liability, net | | 6,723 | | | 11,347 | | | | | |
| | | | | | | | |
| Other long-term liabilities | | 505 | | | 428 | | | | | |
| Total liabilities | | 332,467 | | | 424,597 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Series A Convertible Preferred stock | | 129,078 | | | 123,230 | | | | | |
| Stockholders’ deficit: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Common stock | | 3 | | | 3 | | | | | |
| Additional paid-in capital | | 607,275 | | | 605,286 | | | | | |
| Accumulated other comprehensive loss | | (15,138) | | | (21,990) | | | | | |
| Accumulated deficit | | (640,508) | | | (601,604) | | | | | |
| Total stockholders’ deficit | | (48,368) | | | (18,305) | | | | | |
| Total liabilities, convertible preferred stock and stockholders’ deficit | | $ | 413,177 | | | $ | 529,522 | | | | | |
Upland Software, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | | 2025 | | 2024 | | 2025 | | 2024 |
| | | (unaudited) | | (unaudited) | | | | |
| Operating activities | | | | | | | | |
| Net income (loss) | | $ | 1,095 | | | $ | (3,430) | | | $ | (38,904) | | | $ | (112,732) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
| Depreciation and amortization | | 6,770 | | | 13,580 | | | 32,137 | | | 54,986 | |
| | | | | | | | |
| Deferred income taxes | | (1,826) | | | (2,393) | | | (5,283) | | | (3,658) | |
| Amortization of deferred costs | | 1,729 | | | 2,998 | | | 8,132 | | | 12,150 | |
| Foreign currency re-measurement (gain) loss | | (1,542) | | | (240) | | | (873) | | | (999) | |
| Non-cash interest, net and other income, net | | (798) | | | (2,710) | | | (2,931) | | | (11,978) | |
| Non-cash stock-based compensation expense | | 1,036 | | | 3,192 | | | 9,108 | | | 15,270 | |
| Non-cash loss on impairment of goodwill and other intangibles | | — | | | — | | | 2,469 | | | 87,227 | |
| | | | | | | | |
| | | | | | | | |
| Non-cash loss on retirement of fixed assets | | — | | | (1) | | | 60 | | | 17 | |
| Non-cash loss on divestitures of businesses | | — | | | — | | | 24,364 | | | — | |
| Non-cash loss on debt extinguishment | | — | | | — | | | 2,301 | | | — | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | (6,596) | | | (7,421) | | | 5,393 | | | (328) | |
| Prepaid expenses and other current assets | | 2,274 | | | 2,779 | | | (854) | | | 74 | |
| Other assets | | (1,608) | | | (2,930) | | | (1,062) | | | (10,089) | |
| Accounts payable | | 367 | | | 703 | | | (5,719) | | | 1,344 | |
| Accrued expenses and other liabilities | | (1,359) | | | 840 | | | (926) | | | (556) | |
| Deferred revenue | | 7,776 | | | 4,374 | | | (1,612) | | | (6,489) | |
| Net cash provided by operating activities | | 7,318 | | | 9,341 | | | 25,800 | | | 24,239 | |
| Investing activities | | | | | | | | |
| Purchase of property and equipment | | (87) | | | (320) | | | (1,352) | | | (882) | |
| | | | | | | | |
| Collections on note receivable | | 172 | | | — | | | 339 | | | — | |
| Proceeds from the divestitures of businesses, net of cash transferred | | 750 | | | — | | | 9,813 | | | — | |
| | | | | | | | |
| Net cash provided by (used in) investing activities | | 835 | | | (320) | | | 8,800 | | | (882) | |
| Financing activities | | | | | | | | |
| | | | | | | | |
| Proceeds from notes payable, net of debt discount | | — | | | — | | | 234,600 | | | — | |
| Payments on notes payable | | (1,500) | | | (7,350) | | | (295,150) | | | (188,400) | |
| Payments of debt issuance costs | | (226) | | | (281) | | | (1,625) | | | (358) | |
| Stock repurchases and retirement | | — | | | — | | | (137) | | | (10,958) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Taxes paid related to net share settlement of equity awards | | (131) | | | (1,838) | | | (1,134) | | | (2,591) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net cash used in financing activities | | (1,857) | | | (9,469) | | | (63,446) | | | (202,307) | |
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | | 347 | | | (2,239) | | | 1,818 | | | (557) | |
| Change in cash, cash equivalents and restricted cash | | 6,643 | | | (2,687) | | | (27,028) | | | (179,507) | |
| Cash, cash equivalents and restricted cash, beginning of period | | 23,381 | | | 59,739 | | | 57,052 | | | 236,559 | |
| Cash, cash equivalents and restricted cash, end of period | | $ | 30,024 | | | $ | 57,052 | | | $ | 30,024 | | | $ | 57,052 | |
| Supplemental disclosures of cash flow information: | | | | | | | | |
| Cash paid for interest, net of interest rate derivatives | | $ | 6,202 | | | $ | 4,491 | | | $ | 20,403 | | | $ | 28,900 | |
| Cash paid for taxes, net of refunds | | $ | 824 | | | $ | 213 | | | $ | 6,946 | | | $ | 2,015 | |
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| Non-cash investing and financing activities: | | | | | | | | |
| Note receivable from divestiture of businesses, net of discount | | $ | — | | | $ | — | | | $ | 4,881 | | | $ | — | |
| Right-of-use assets obtained in exchange for lease obligations | | $ | — | | | $ | — | | | $ | 1,259 | | | $ | — | |
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Upland Software, Inc.
Reconciliation of Adjusted EBITDA
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Reconciliation of Net Income (Loss) to Adjusted EBITDA: | | | | |
| Net income (loss) | | $ | 1,095 | | | $ | (3,430) | | | $ | (38,904) | | | $ | (112,732) | |
| Add: | | | | | | | | |
| | | | | | | | |
| Depreciation and amortization expense | | 6,770 | | | 13,580 | | | 32,137 | | | 54,986 | |
| Interest expense (income), net | | 5,002 | | | 1,262 | | | 15,785 | | | 8,939 | |
| Other expense (income), net | | (935) | | | (1,251) | | | 652 | | | (1,142) | |
| Loss on debt extinguishment | | — | | | — | | | 2,301 | | | — | |
| Provision for (benefit from) income taxes | | 2,007 | | | 1,447 | | | 232 | | | 2,640 | |
| Stock-based compensation expense | | 1,036 | | | 3,192 | | | 9,108 | | | 15,270 | |
| Acquisition and divestiture related expenses | | 318 | | | 19 | | | 9,720 | | | 19 | |
| | | | | | | | |
| Non-recurring litigation costs | | 1 | | | 35 | | | 35 | | | 187 | |
| Purchase accounting deferred revenue discount | | 20 | | | 47 | | | 113 | | | 244 | |
| Loss on divestitures of businesses | | — | | | — | | | 24,364 | | | — | |
| Impairment of goodwill and other intangibles | | — | | | — | | | 2,469 | | | 87,227 | |
| Adjusted EBITDA | | $ | 15,314 | | | $ | 14,901 | | | $ | 58,012 | | | $ | 55,638 | |
Upland Software, Inc.
Reconciliation of Non-GAAP Net Income and Non-GAAP EPS
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Reconciliation of Net Income (Loss) to Non-GAAP Net Income: | | | | |
| Net income (loss) | | $ | 1,095 | | | $ | (3,430) | | | $ | (38,904) | | | $ | (112,732) | |
| Add: | | | | | | | | |
| | | | | | | | |
| Stock-based compensation expense | | 1,036 | | | 3,192 | | | 9,108 | | | 15,270 | |
| Amortization of purchased intangibles | | 6,555 | | | 13,267 | | | 31,182 | | | 53,764 | |
| Amortization of debt discount | | 313 | | | 535 | | | 1,800 | | | 2,279 | |
| | | | | | | | |
| Divestiture-related expenses | | 318 | | | 19 | | | 9,720 | | | 19 | |
| Loss on debt extinguishment | | — | | | — | | | 2,301 | | | — | |
| | | | | | | | |
| Nonrecurring litigation expense | | 1 | | | 35 | | | 35 | | | 187 | |
| Purchase accounting deferred revenue discount | | 20 | | | 47 | | | 113 | | | 244 | |
| Tax effects of non U.S. income tax - nonrecurring | | — | | | 1,460 | | | — | | | 1,460 | |
| Loss on divestitures of businesses | | — | | | — | | | 24,364 | | | — | |
| Impairment of goodwill and other intangibles | | — | | | — | | | 2,469 | | | 87,227 | |
| Tax effect of adjustments above | | (630) | | | (681) | | | (8,860) | | | (5,095) | |
| Non-GAAP net income | | $ | 8,708 | | | $ | 14,444 | | | $ | 33,328 | | | $ | 42,623 | |
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| Weighted average common shares outstanding, basic | | 28,928,331 | | | 27,605,490 | | | 28,615,649 | | | 27,789,248 | |
| Weighted average common shares outstanding, diluted | | 36,580,157 | | | 35,007,580 | | | 36,284,034 | | | 34,971,488 | |
| Non-GAAP earnings per share, basic | | $ | 0.30 | | | $ | 0.52 | | | $ | 1.16 | | | $ | 1.53 | |
| Non-GAAP earnings per share, diluted | | $ | 0.24 | | | $ | 0.41 | | | $ | 0.92 | | | $ | 1.22 | |
Upland Software, Inc.
Reconciliation of Operating Cash Flow to Free Cash Flow
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Reconciliation of operating cash flow to Free Cash Flow: | | | | | | |
| Net cash provided by operating activities | | $ | 7,318 | | | $ | 9,341 | | | $ | 25,800 | | | $ | 24,239 | |
| Less: Purchase of property and equipment | | (87) | | | (320) | | | (1,352) | | | (882) | |
| Free Cash Flow | | $ | 7,231 | | | $ | 9,021 | | | $ | 24,448 | | | $ | 23,357 | |
Upland Software, Inc.
Supplemental Financial Information
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Stock-based compensation: | | | | | | | | |
| Cost of revenue | | $ | 87 | | | $ | 181 | | | $ | 420 | | | $ | 765 | |
| Research and development | | 88 | | | 381 | | | 785 | | | 2,095 | |
| Sales and marketing | | 64 | | | 355 | | | 448 | | | 1,512 | |
| General and administrative | | 797 | | | 2,275 | | | 7,455 | | | 10,898 | |
| Total | | $ | 1,036 | | | $ | 3,192 | | | $ | 9,108 | | | $ | 15,270 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (unaudited) | | (unaudited) | | | | |
| Depreciation: | | | | | | | | |
| | | | | | | | |
| Operating expense | | $ | 215 | | | $ | 313 | | | $ | 955 | | | $ | 1,222 | |
| Total | | $ | 215 | | | $ | 313 | | | $ | 955 | | | $ | 1,222 | |
| | | | | | | | |
| Amortization: | | | | | | | | |
| Cost of revenue | | $ | 1,136 | | | $ | 2,224 | | | $ | 5,287 | | | $ | 9,364 | |
| Operating expense | | 5,419 | | | 11,043 | | | 25,895 | | | 44,400 | |
| Total | | $ | 6,555 | | | $ | 13,267 | | | $ | 31,182 | | | $ | 53,764 | |
