Welcome to our dedicated page for Upland Software SEC filings (Ticker: UPLD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Upland Software's SEC filings document a cloud software issuer focused on AI-powered knowledge and content management applications. Recent Form 8-K reports furnish quarterly results and guidance, correct annual-report materials, disclose Nasdaq listing-compliance notices, changes in the independent registered public accounting firm, and chief executive transition and compensation arrangements.
Proxy materials cover annual meeting matters, board governance, executive compensation, equity awards, and pay-versus-performance disclosures. The filings also frame the company's capital structure through common stock and preferred stock purchase rights, while operating disclosures tie revenue and cash-flow measures to subscription and support software operations and completed divestitures.
Hill Michael Douglass reported acquisition or exercise transactions in this Form 4 filing.
Upland Software’s CFO, Treasurer & Secretary Michael Douglass Hill received an equity grant of 70,000 shares of common stock on February 23, 2026. The award was made at a stated price of $0.00 per share as a grant, not an open‑market purchase.
According to a footnote, these restricted stock units vest in twelve equal quarterly installments starting on the three‑month anniversary of the Vesting Commencement Date of December 16, 2025, subject to continued service or as otherwise specified in his executive employment agreement. Following the grant, Hill directly owns 401,222 common shares. He also has indirect ownership of 160,042 common shares held by the MDH Trust, a trust for the benefit of his family for which he serves as trustee.
Doman Dan reported acquisition or exercise transactions in this Form 4 filing.
Upland Software’s Chief Operating & Product Officer Dan Doman received an equity award of 150,000 shares of common stock at a stated price of $0.00 per share. After this grant, his directly held stake increased to 857,257 shares.
According to the accompanying footnote, these are restricted stock units that vest in twelve equal quarterly installments starting on the three‑month anniversary of a vesting commencement date of December 16, 2025. Vesting requires Mr. Doman to remain a service provider through each vesting date, except as otherwise provided in his executive employment agreement.
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. reported that its Chief Operating & Product Officer, D. Doman, had 24,595 shares of common stock withheld on 12/16/2025 at $1.485 per share to cover tax obligations tied to the vesting of restricted stock units. The filing states this was not an open market sale, but shares retained by the issuer for tax withholding. After this transaction, Doman beneficially owned 707,257 shares of Upland Software common stock directly.
Upland Software, Inc. CEO and director J. McDonald reported an automatic share withholding related to equity compensation. On 12/16/2025, 19,677 shares of Upland common stock were withheld by the company at a price of $1.485 per share to cover tax obligations tied to the vesting of restricted stock units, and the filing clarifies this was not an open market sale. After this transaction, McDonald beneficially owned 2,409,492 shares directly and 363,738 shares indirectly through National Financial Services as custodian for a retirement account. The disclosure also notes that these totals do not include 125,000 additional shares held in a trust for the benefit of McDonald’s children.
Upland Software, Inc. officer Micheal D. Hill, who serves as CFO, Treasurer and Secretary, reported an insider transaction involving company common stock. On 12/16/2025, 8,856 shares of common stock were disposed of at $1.485 per share with a transaction code "F," indicating shares were withheld by the issuer to satisfy tax withholding obligations tied to the vesting of restricted stock units, rather than sold in the open market.
Following this tax withholding event, Hill beneficially owned 331,222 shares of common stock directly. In addition, 160,042 shares were held indirectly through the MDH Trust, a trust for the benefit of his family for which he serves as trustee.
Upland Software (UPLD) filed its Q3 2025 10-Q, showing smaller losses amid a leaner footprint. Revenue was $50.5M versus $66.7M a year ago as subscription and support fell to $47.7M. Gross profit was $38.8M. Operating income reached $5.3M, helped by lower operating costs, but other expenses (including interest) led to a net loss of $1.1M.
Year to date, divestitures drove a $24.4M loss and $2.5M of intangible impairment. Cash from operations was $18.5M for the nine months, ending cash at $22.8M. The company refinanced with a new $240.0M senior secured term loan maturing 2031 at SOFR (floor 1.5%) + 6.0% (10.3% at quarter-end) and added a $30.0M revolver (undrawn). Long-term debt was $233.8M. Deferred revenue was $66.9M. The Board approved a $10M repurchase plan; 55,597 shares were bought at an average $2.44, leaving $9.9M authorized. Common shares outstanding were 28,891,348 as of November 4, 2025.
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 (UPLD) director D. Chung reported a grant of 25,000 restricted stock units on 10/27/2025 at a stated price of $0. Half of the RSUs vest on 12/16/2025, with the remaining units vesting in two equal installments on 3/16/2026 and 6/16/2026, contingent on continued board service.
After the grant, Chung beneficially owns 124,484 shares directly. Any proceeds from later sales of shares covered by these RSUs will be transferred to HGGC pursuant to an agreement, and Chung disclaims all pecuniary interest in the reported securities.
Upland Software (UPLD) reported an insider equity grant. A director acquired 25,000 restricted stock units on 10/27/2025 at $0. The RSUs vest as follows: one‑half on 12/16/2025, and the remainder in two equal quarterly installments on 3/16/2026 and 6/16/2026. Following this transaction, the director beneficially owned 124,232 shares, held directly.