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, Inc. Chief Operating & Product Officer Dan Doman reported a routine tax-related share disposition. On the reported date, 33,491 shares of common stock were withheld by the company at a price of $0.54 per share to cover tax obligations tied to vesting restricted stock units. This was explicitly described as not being an open-market sale. After the withholding, Doman directly owned 923,766 shares of Upland common stock, indicating he continues to hold a substantial equity position in the company.
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, Inc. reported that Chief Operating & Product Officer Dan Doman acquired 100,000 shares of common stock through a grant of restricted stock units. The award was priced at $0.00 per share, increasing his directly held stake to 957,257 shares.
The restricted stock units vest in twelve equal quarterly installments starting on the three‑month anniversary of the vesting commencement date of December 16, 2025, with potential accelerated vesting under certain change‑of‑control conditions.
Upland Software, Inc. filed its annual report describing an AI‑powered knowledge and content management business built around cloud applications and recurring subscriptions. The company serves more than 1,100 enterprise customers across diverse industries, emphasizing high‑touch customer success, quality‑focused R&D, and global support.
Upland highlights a recurring revenue model, with 88% of 2025 recurring revenue from major accounts and a 96% annual net dollar retention rate as of December 31, 2025. As of March 2, 2026, it had 29,118,178 common shares outstanding and a non‑affiliate market value of about $47.8 million as of June 30, 2025.
The company outlines growth plans around enhancing AI capabilities, expanding within existing customers, and adding new customers, supported by 760 full‑time employees and a "work anywhere" model. It also discloses extensive risk factors, including execution and integration of AI, intense competition, cybersecurity, international operations, seasonality, reliance on key personnel, and a leveraged capital structure with $238.5 million of variable‑rate debt subject to covenants.
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.
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.