Every 8-K that Upland Software, Inc. (UPLD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UPLD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPLD filings page.
Upland Software reported second quarter 2026 total revenue of $49.1 million, down 8% from $53.4 million a year earlier, mainly due to 2025 divestitures. Subscription and support revenue was $46.2 million, down 9%. Professional services contributed $1.3 million.
GAAP results showed a net loss of $35.3 million, wider than the $13.0 million loss in 2025, driven largely by a non-cash goodwill impairment of $35.2 million. By contrast, non-GAAP net income rose 18% to $6.6 million. Adjusted EBITDA was $12.8 million, or 26% of revenue, versus $13.6 million and a 25% margin a year earlier. Operating cash flow improved to $5.4 million, with free cash flow of $5.3 million and cash on hand of $31.0 million.
For third quarter 2026, Upland guides total revenue to $45.7–$48.7 million and Adjusted EBITDA to $11.9–$13.4 million, with margin expected at 27% versus 32% in the prior-year quarter. For full year 2026, it expects revenue of $190.1–$196.1 million, down 11% at the midpoint from 2025, and Adjusted EBITDA of $49.8–$52.8 million, a 12% decline at the midpoint, with a 27% margin matching 2025.
Upland Software, Inc. reported that Nasdaq notified the company on July 31, 2026 that it no longer meets the $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C), based on the prior 30 consecutive business days. This is a notice of deficiency, not a delisting, and the common stock continues to trade on the Nasdaq Global Market under the symbol UPLD.
The company has 180 days, until January 27, 2027, to regain compliance. Compliance would be restored if the market value of publicly held shares closes at $15 million or more for at least ten consecutive business days, generally no more than twenty. If compliance is not regained by the deadline, the stock will be subject to delisting, and the company could appeal to a Nasdaq Hearings Panel, though there is no assurance an appeal or any remediation plans will succeed.
Upland Software, Inc. appointed Jennifer Simon as Chief Financial Officer, effective August 17, 2026, making her the company’s principal financial and accounting officer. She previously held senior finance roles at NextGen Healthcare, Quest Software, and Community Impact Newspaper, and is a Texas Certified Public Accountant with advanced accounting degrees from the University of Texas at Austin.
Under her executive employment agreement, Simon will receive an annual base salary of $350,000, eligibility for an annual bonus of up to 75% of base salary, a grant of 30,000 restricted stock units vesting in 12 equal installments over three years, and performance-based RSUs with 6,666 units at target and up to 25,000 units at maximum. If terminated without cause or if she resigns for good reason, she is eligible for 12 months of base-salary continuation and reimbursement of the employer portion of COBRA premiums for up to 12 months, subject to ongoing compliance with her agreement. Simon succeeds founding executive Mike Hill, who will retire from the CFO role.
Upland Software, Inc. announced that it has regained compliance with the Nasdaq Global Market’s minimum bid price continued listing requirement. Nasdaq notified the company that, from June 17 through July 1, 2026, Upland’s common stock maintained a closing bid price at or above $1.00 per share for 10 consecutive business days, satisfying Nasdaq Listing Rule 5450(a)(1). As of July 2, 2026, Nasdaq considers the matter closed, and Upland’s listing on the Nasdaq Global Market remains in good standing.
Upland Software, Inc. announced that Chief Financial Officer Michael D. Hill has informed the board of his intention to retire as CFO, effective July 27, 2026. The board has begun a search for a permanent successor and states that his retirement is not due to any disagreement regarding operations, policies, or practices.
Effective on the same date, the board has appointed David Tamez, age 62, as interim Chief Financial Officer. Tamez has been Senior Vice President, Treasury Management since June 2023 and previously served as Vice President, Accounting and Corporate Controller from 2014 to 2023. His compensation for the interim role is not yet finalized and will be disclosed in an amendment. He has entered into an indemnification agreement similar to those for other directors and executive officers, and the company notes there are no family relationships or related-party transactions requiring disclosure.
Upland Software, Inc. reported that stockholders approved several key proposals at the June 3, 2026 annual meeting. The company adopted an amendment to its 2024 Omnibus Incentive Plan, increasing the shares of common stock reserved for equity awards by 2,000,000 shares, effective June 3, 2026.
Stockholders also approved a reverse stock split, and the company filed a Certificate of Amendment that will implement a 1-for-10 reverse split of its common stock effective at 12:01 a.m. Eastern Time on June 17, 2026. The split will affect all holders uniformly, keep the same par value and authorized share count, and provide cash instead of fractional shares based on the average closing price before filing. KPMG LLP was ratified as independent auditor, executive compensation was approved on an advisory basis, and all meeting proposals passed by substantial majorities.
Upland Software reported first quarter 2026 revenue of $48.7 million, down 24% from $63.7 million a year earlier, mainly because it sold businesses in 2025. Subscription and support revenue fell 23% to $46.1 million.
Despite lower revenue, profitability improved sharply. GAAP net loss narrowed to $1.2 million from $25.8 million, and net loss per share to $0.09 from $0.97. Adjusted EBITDA was $12.7 million, or 26% of revenue, versus $13.1 million and a 21% margin. Free cash flow was $5.5 million, and cash on hand was $29.8 million at quarter end.
For 2026, the company expects total revenue between $192.5 million and $201.5 million, about a 9% decline at the midpoint, primarily from prior divestitures, and full-year Adjusted EBITDA between $51.7 million and $56.3 million with a 27% margin midpoint.
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.
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.
Upland Software, Inc. has changed its independent auditor. The audit committee dismissed Ernst & Young LLP as the company’s independent registered public accounting firm and approved the appointment of KPMG LLP for the fiscal year ending December 31, 2026, subject to KPMG’s customary client acceptance procedures and an engagement letter.
The company states that EY’s reports on its 2025 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. It also reports no disagreements with EY on accounting principles, financial statement disclosure, or audit scope or procedures through March 10, 2026.
Upland Software reported sharply lower revenue but improved profitability in Q4 2025. Total revenue was $49.3 million, down 28% from $68.0 million a year earlier, mainly because of divestitures completed in early 2025. Subscription and support revenue fell 27% to $46.7 million.
Despite the revenue decline, Upland posted GAAP net income of $1.1 million versus a $3.4 million loss in Q4 2024, while net loss attributable to common stockholders narrowed to $0.4 million, or $0.01 per share. Adjusted EBITDA rose to $15.3 million, or a 31% margin, up from $14.9 million and a 22% margin. Free cash flow was $7.2 million, and cash on hand at quarter-end was $29.4 million.
For Q1 2026, Upland expects revenue of $47.0–$50.0 million, about 24% lower year over year at the midpoint, with Adjusted EBITDA of $11.9–$13.4 million and a 26% margin. For full-year 2026, it guides to revenue of $194.2–$206.2 million, down 8% at the midpoint, and Adjusted EBITDA of $52.6–$58.6 million, down 4% at the midpoint but with margin improving to 28%. Management highlights growing traction in its AI-powered portfolio, 110 new customers in Q4, and multiple third-party recognitions for its AI knowledge and proposal management products.
Upland Software announced a planned leadership transition. Founder and current chief executive officer Jack McDonald will retire from the CEO role effective April 30, 2026, while remaining chairman of the board. His outstanding 250,000 (750,000 at maximum performance) Performance Stock Units will be canceled and replaced with 250,000 Restricted Stock Units under a transition agreement, and he will receive monthly taxable payments to cover health benefits for 24 months as he provides transitional support.
The board has appointed Sean Nathaniel as the new chief executive officer, effective May 1, 2026, making him the company’s principal executive officer. Under his offer letter, he will receive a $600,000 annual base salary, be eligible for an annual bonus of up to $400,000, and be granted 500,000 restricted stock units that vest in equal installments over three years. He will also receive performance-based restricted stock units with 133,333 units eligible to vest at target performance and up to 500,000 units at maximum performance, subject to performance goals and continued service.
The filing outlines severance protections for Nathaniel if he is terminated without cause or resigns for good reason, including 12 months of base salary continuation and reimbursement of the employer portion of COBRA premiums for up to 12 months. It also confirms that McDonald’s retirement is not due to any disagreement regarding Upland’s operations, policies, or practices, and that there are no related-party transactions or family relationships affecting Nathaniel’s appointment.
Upland Software, Inc. filed a Form 8-K stating it issued a press release announcing financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference.
The filing identifies UPLD common stock listed on The Nasdaq Global Market. The report is dated November 6, 2025 and was signed by the Chief Financial Officer.
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.