Upland Software (NASDAQ: UPLD) authorizes flexible $10M stock buyback plan

Rhea-AI Filing Summary

Upland Software, Inc. has authorized a stock repurchase program of up to $10,000,000, inclusive of any taxes payable on the repurchases. The plan allows the company to buy back its outstanding common stock from time to time in the open market or through other transactions such as negotiated purchases, accelerated share repurchases, or derivative-based structures, in each case subject to applicable securities laws. The authorization has no fixed end date and will remain in place until the Board terminates it or the full $10,000,000 authorization has been used.

Insights

Equity Capital Allocation Analyst

Upland approves a flexible $10M share repurchase plan with no set expiry.

Upland Software, Inc. has authorized a share repurchase program of up to $10,000,000, inclusive of related taxes. The plan permits repurchases of common stock through multiple methods, including open market transactions, negotiated deals, accelerated share repurchase arrangements, and derivative-based structures, all within applicable securities laws.

The authorization has no specified expiration date, which means the company can execute repurchases over an extended period rather than under a compressed timetable. Actual effects will depend on how actively management chooses to deploy the authorized amount and at what prices relative to intrinsic value and other capital needs.

The plan will remain in effect until either the full $10,000,000 has been used for repurchases or the Board of Directors ends it by resolution. Future disclosures in periodic reports may provide clarity on the pace and scale of buybacks completed under this authorization.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

August 15, 2025

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 August 15, 2025, the Board of Directors (the “Board”) of Upland Software, Inc. (the “Company”) authorized a stock repurchase program (the “Plan”) in the aggregate amount of up to $10,000,000 (inclusive of any taxes payable as a result of such repurchase) that would allow the Company to repurchase shares of its issued and outstanding common stock, par value $0.0001 per share (“Common Stock”) from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws so long as the aggregate purchase price paid for such transactions does not exceed $10,000,000 (inclusive of any taxes payable as a result of such repurchase) for all such purchases. The authorization does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Plan will expire when the Company has repurchased all shares authorized for repurchase thereunder.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.						Description
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: August 18, 2025

FAQ

What stock repurchase program did Upland Software (UPLD) approve?

Upland Software authorized a stock repurchase program allowing it to buy back its common stock in an aggregate amount of up to $10,000,000, inclusive of any taxes payable on the repurchases.

What types of transactions can Upland Software (UPLD) use to repurchase shares?

The company may repurchase common stock in the open market or otherwise, including through negotiated transactions, open market purchases, accelerated share repurchase arrangements, indirect purchases using derivatives, or other transactions permitted by securities laws.

Does Upland Software's new stock repurchase plan have an expiration date?

The authorization does not have a specified expiration date. It will remain in effect until the Board terminates it or the company has repurchased all shares authorized for repurchase under the $10,000,000 limit.

What is the maximum total amount Upland Software (UPLD) can spend under the repurchase plan?

The aggregate purchase price for all transactions under the plan is capped at $10,000,000, inclusive of any taxes payable as a result of such repurchases.

Which class of securities is covered by Upland Software's repurchase authorization?

The plan covers repurchases of the company’s issued and outstanding common stock, par value $0.0001 per share.

Who approved Upland Software's stock repurchase program and when?

The Board of Directors of Upland Software, Inc. approved the stock repurchase program on August 15, 2025, as disclosed under Item 8.01.