Filing Analysis
Upland Software, Inc. announced its financial results for the first quarter ended March 31, 2026. The disclosure was made via a press release attached as an exhibit to the filing.
Key Facts
- The filing was made on May 1, 2026, reporting on the quarter ended March 31, 2026.
- The company utilized Item 2.02 (Results of Operations and Financial Condition) to disclose its earnings.
- The full text of the earnings announcement is contained in Exhibit 99.1.
- Michael D. Hill, Chief Financial Officer, signed the report.
Upland Software inadvertently disclosed preliminary, unaudited financial results for the first quarter of 2026 within its 2025 Annual Report to Stockholders. The company has filed a corrected version and advised investors that the leaked data is subject to change and should not be relied upon.
Red Flags
- Internal control deficiency regarding the review and filing process of the Annual Report to Stockholders.
- Inadvertent disclosure of material non-public financial information (MNPI).
Key Facts
- On April 20, 2026, the company furnished an Annual Report to Stockholders (ARS) containing an incorrect version of its Form 10-K.
- The incorrect filing included preliminary financial information for the three months ended March 31, 2026.
- The leaked Q1 2026 data is unaudited, has not been reviewed by the independent registered public accounting firm, and is subject to change.
- A corrected ARS has been filed with the SEC and is being mailed to stockholders.
Upland Software, Inc. received a deficiency notice from Nasdaq on April 7, 2026, because its common stock failed to maintain a minimum bid price of $1.00 for 30 consecutive business days. The company has an initial 180-day period, ending October 5, 2026, to regain compliance with the minimum bid price requirement.
Red Flags
- Non-compliance with Nasdaq minimum bid price requirements.
- Potential for delisting if the stock price does not recover or if a reverse split is not implemented.
- The company's market valuation has sustained a significant decline below the $1.00 threshold.
Key Facts
- Nasdaq notification received on April 7, 2026, regarding Rule 5450(a)(1) violation.
- Common stock bid price was below $1.00 for 30 consecutive business days.
- The company has until October 5, 2026, to maintain a closing bid price of $1.00 for at least 10 consecutive business days.
- A second 180-day extension may be available if the company transfers to the Nasdaq Capital Market.
- The stock continues to trade on the Nasdaq Global Market under the symbol 'UPLD' during the compliance period.
Upland Software, Inc. has dismissed Ernst & Young LLP as its independent registered public accounting firm and appointed KPMG LLP for the fiscal year ending December 31, 2026. The transition followed a comprehensive selection process by the Audit Committee and reported no disagreements regarding accounting principles or disclosures.
Key Facts
- Dismissal of Ernst & Young LLP (EY) occurred on March 9, 2026.
- KPMG LLP was appointed as the new auditor for the fiscal year ending December 31, 2026.
- EY's audit reports for the fiscal years ended December 31, 2024, and 2025, contained no adverse opinions or qualifications.
- No disagreements or reportable events were identified between the Company and EY during the two most recent fiscal years or subsequent interim period.
- The Company did not consult with KPMG regarding accounting applications or audit opinions prior to the appointment.
Upland Software, Inc. announced its financial results for the fourth quarter ended December 31, 2025. The filing includes the official press release as an exhibit and follows standard quarterly reporting procedures.
Key Facts
- Financial results reported for the fiscal quarter ended December 31, 2025.
- The report was filed on March 3, 2026, under Item 2.02 (Results of Operations and Financial Condition).
- The full text of the earnings announcement is provided in Exhibit 99.1.
Upland Software announced the retirement of John T. McDonald as CEO, effective April 30, 2026, and the appointment of Sean Nathaniel as his successor. McDonald will continue to serve as Chairman of the Board and provide transition assistance for 24 months.
Key Facts
- John T. McDonald will retire as CEO on April 30, 2026, but remains Chairman of the Board.
- Sean Nathaniel, former Upland CTO and GM (2013-2020), has been appointed as the new CEO.
- Nathaniel's compensation includes a $600,000 base salary, a $400,000 target bonus, and 500,000 RSUs vesting over three years.
- Nathaniel also received Performance-Based Restricted Stock Units (PRSUs) with a target of 133,333 and a maximum of 500,000 shares.
- McDonald's 250,000 (up to 750,000 at max) unvested PSUs will be canceled and replaced with 250,000 RSUs under a transition agreement.
- McDonald will receive a monthly taxable payment for health benefits for 24 months following his retirement.