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.
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. is asking stockholders at the June 3, 2026 annual meeting to elect one Class III director, ratify KPMG LLP as auditor, and approve 2025 executive pay on an advisory basis. The board proposes authority to implement a reverse stock split of common stock at a ratio between 1‑for‑5 and 1‑for‑30, at its discretion and to be filed by February 24, 2027. It also seeks to increase shares reserved under the 2024 Omnibus Incentive Plan from 3,200,000 to 5,200,000 and to allow adjournment if additional votes are needed on these items. As of April 13, 2026, there were 29,363,201 common shares outstanding, plus 115,000 shares of Series A preferred stock voting on an as‑converted basis.
Upland Software, Inc. is soliciting proxies for its 2026 Annual Meeting to be held in Austin, Texas and asks shareholders to vote on director election, auditor ratification, advisory executive compensation, and several governance proposals. Key proposals include a proposed reverse stock split at a board-determined ratio between 1-for-five and 1-for-30 and an increase to the 2024 Omnibus Incentive Plan reserve from 3,200,000 to 5,200,000 shares. The Board fixed April 13, 2026 as the record date and reports 29,363,201 shares of common stock outstanding as of that date.
The proxy materials are being furnished primarily via the Internet under SEC notice-and-access rules; the meeting includes a ratification of KPMG LLP as independent auditor and an adjournment proposal to permit further solicitation if needed.
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 Schedule 13G/A: The Vanguard Group reports it beneficially owns 0 shares of Upland Software Inc Common Stock (CUSIP 91544A109) and holds 0% of the class as reported in this amendment.
The filing states that following an internal realignment on 01/12/2026, certain Vanguard subsidiaries will report ownership separately and The Vanguard Group no longer is deemed to beneficially own those securities. The form is signed on 03/27/2026.
Upland Software CEO John T. McDonald reported a routine tax-related share disposition. On the vesting of restricted stock units, 18,605 shares of Common Stock were withheld by the company at $0.54 per share to cover tax obligations, which the filing specifies is not an open market sale. After this withholding, McDonald directly owns 2,390,887 shares of Upland Software common stock. He also has an additional 363,738 shares held indirectly through an account at National Financial Services, and a footnote notes a separate 125,000 shares held in a trust for his children.
Upland Software, Inc. CFO, Treasurer & Secretary Michael Douglass Hill reported a routine tax-related share disposition. On March 16, 2026, 8,931 shares of common stock were withheld by the company at $0.54 per share to cover tax obligations from vesting restricted stock units. This was explicitly described as not an open-market sale. After this withholding, Hill directly owned 392,291 common shares and indirectly held 160,042 shares through the MDH Trust, where he serves as trustee for his family.