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Upland Software (NASDAQ: UPLD) fixes 2025 report, flags Q1 2026 data as preliminary

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upland Software, Inc. reported that its Annual Report to Stockholders for the year ended December 31, 2025 inadvertently attached a version of its Form 10-K containing preliminary financial information for the quarter ended March 31, 2026.

The company has filed a corrected Annual Report to Stockholders with the SEC and is mailing corrected copies to stockholders who requested them for the 2026 Annual Meeting. It emphasized that any March 31, 2026 quarterly figures in the earlier report were preliminary, unaudited, subject to change, not reviewed by its independent registered public accounting firm, and should not be relied upon. Upland plans to report its first-quarter 2026 financial results in the ordinary course after completing normal quarter-end close and review processes.

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Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Reporting year Year ended December 31, 2025 Period covered by the Annual Report to Stockholders
Quarter referenced Quarter ended March 31, 2026 Period for which preliminary information was inadvertently included
Filing date of ARS to SEC April 20, 2026 Date Upland furnished the original Annual Report to Stockholders
Annual Report to Stockholders financial
"Upland Software, Inc. furnished its Annual Report to Stockholders for the year ended December 31, 2025"
preliminary, unaudited financial
"financial information as of and for the three months ended March 31, 2026 ... is preliminary, unaudited, and subject to change"
Preliminary, unaudited describes early financial figures released by a company that have been prepared by management but not yet checked by outside auditors. Think of it as a rough draft of a report: it gives investors a timely snapshot of results but can change after formal review, so it matters because those numbers carry more uncertainty and should be treated cautiously when making investment decisions.
independent registered public accounting firm financial
"has not been reviewed or audited by the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Section 18 of the Securities Exchange Act of 1934 regulatory
"shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934"
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
April 20, 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 2.02 Results of Operations and Financial Condition.
On April 20, 2026, Upland Software, Inc. (the “Company”) furnished its Annual Report to Stockholders for the year ended December 31, 2025 (the “ARS”) to the Securities and Exchange Commission. In the ARS, the Company inadvertently included a version of its Annual Report on Form 10-K that included certain preliminary financial information as of and for the three months ended March 31, 2026.
The Company has filed a corrected ARS with the SEC that attaches the correct Annual Report on Form 10-K for the year ended December 31, 2025. The Company also is mailing a correct copy of the Annual Report to Stockholders to any stockholders who requested copies in connection with the Company’s upcoming 2026 Annual Meeting of Stockholders.
The financial information as of and for the three months ended March 31, 2026 that was included in the ARS does not constitute an intentional disclosure by the Company of its financial results for the quarter ended March 31, 2026; is preliminary, unaudited, and subject to change; has not been reviewed or audited by the Company's independent registered public accounting firm; has not been finalized by the Company; and should not be relied upon for any purpose.
The Company intends to report its financial results as of and for the three months ended March 31, 2026 in the ordinary course following the completion of its normal quarter-end financial close and review processes.
The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



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 21, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Upland Software (UPLD) disclose in this 8-K filing?

Upland Software disclosed that its Annual Report to Stockholders for 2025 inadvertently included a Form 10-K version containing preliminary first-quarter 2026 financial data. The company has filed a corrected report and is sending updated copies to stockholders who requested them.

How is Upland Software (UPLD) correcting the annual report error?

Upland Software filed a corrected Annual Report to Stockholders with the SEC that now includes the proper Form 10-K for 2025. It is also mailing corrected copies of the annual report to any stockholders who requested physical copies for the 2026 Annual Meeting.

Can investors rely on the March 31, 2026 figures mentioned by Upland Software?

No. Upland stated the March 31, 2026 quarterly figures were preliminary, unaudited, subject to change, not reviewed by its independent registered public accounting firm, and not finalized, so they should not be relied on for any purpose by investors or other readers.

When will Upland Software (UPLD) report its Q1 2026 financial results?

Upland plans to report financial results for the quarter ended March 31, 2026 in the ordinary course. This will occur after it completes its normal quarter-end financial close and review processes, replacing the preliminary information that was inadvertently included earlier.

Does this Upland Software 8-K mean the preliminary Q1 2026 data is officially filed?

No. Upland explicitly stated the preliminary first-quarter 2026 information was not an intentional disclosure of quarterly results. It described the data as preliminary and unaudited and emphasized that it should not be relied upon as official financial reporting.

How is the information in this Upland Software 8-K treated under the Exchange Act?

The company stated that the information furnished under Item 2.02 is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. It also will not be incorporated by reference into other filings unless specifically referenced there.

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