[8-K] Upland Software, Inc. Reports Material Event

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8-K announces Q2 2025 results without figures; impact neutral until Exhibit 99.1 is reviewed.

The filing is limited to Item 2.02, meaning Upland has furnished its June 30 2025 quarter results via Exhibit 99.1 and must disclose them publicly within two business days under Regulation FD. Because the numerical data are contained only in the attached press release (not reproduced here), this 8-K itself provides no insight into revenue, profit, or guidance changes. From a compliance view, the company met disclosure rules and sign-posted an investor presentation for deeper context. Investors should examine Exhibit 99.1 to determine directionality—whether the quarter beat, met, or missed prior guidance—before drawing conclusions. Absent those figures, the event’s market significance cannot be gauged. Accordingly, this report is procedurally material but informationally neutral.

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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

July 31, 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 2.02 Results of Operations and Financial Condition.

On July 31, 2025, the Company issued a press release announcing its financial results for the quarter ended June 30, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

For more information, the Company has also made their investor presentation available at their investor relations site.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.						Description
99.1						Press Release of Upland Software, Inc. dated July 31, 2025
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: July 31, 2025

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