Filing Analysis
Upland Software, Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2026. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: August 14, 2026
- Reporting period: Quarter ended June 30, 2026
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Interim CFO David Tamez signed the report.
Upland Software, Inc. received a deficiency notice from Nasdaq for failing to meet the $15 million minimum market value of publicly held shares requirement. The company has until January 27, 2027, to regain compliance or face potential delisting.
🚩 Red Flags
- Failure to meet minimum market value requirement (MVPHS) is a precursor to delisting.
- Potential loss of liquidity and institutional interest if delisted from Nasdaq.
- Uncertainty regarding the ability to regain compliance within the 180-day window.
📋 Key Facts
- Received notification on July 31, 2026, regarding non-compliance with Nasdaq Listing Rule 5450(b)(2&3)(C).
- The deficiency is based on the market value of publicly held shares over the previous 30 consecutive business days.
- The company has a compliance deadline of January 27, 2027 (180 days from notice).
- Common stock continues to trade on Nasdaq Global Market under symbol 'UPLD'.
- Compliance can be regained if market value stays above $15 million for 10-20 consecutive business days.
Upland Software, Inc. announced the appointment of Jennifer Simon as Chief Financial Officer, effective August 17, 2026. The filing details her compensation package and professional background.
🚩 Red Flags
- The current CFO (Michael D. Hill) is signing the filing as the signatory, but the company is appointing a successor, which may imply an upcoming transition or replacement of the incumbent.
📋 Key Facts
- Jennifer Simon appointed CFO, effective August 17, 2026.
- Annual base salary set at $350,000.
- Eligible for an annual bonus of up to 75% of base salary.
- Grant of 30,000 RSUs vesting in 12 equal installments over three years.
- Grant of Performance-Based RSUs (PRSUs) ranging from 6,666 at target to 25,000 at maximum performance.
- Severance includes 12 months of base salary and COBRA premiums if terminated without cause or resigned for good reason.
Upland Software, Inc. has regained compliance with Nasdaq's minimum bid price requirement after its common stock maintained a closing bid price of at least $1.00 for 10 consecutive business days (June 17 through July 1, 2026). The matter regarding the potential delisting due to Rule 5450(a)(1) is now considered closed.
🚩 Red Flags
- Historical price volatility/depression: The company was previously at risk of being delisted for falling below the $1.00 minimum bid requirement.
📋 Key Facts
- The Company maintained a closing bid price at or greater than $1.00 per share for 10 consecutive business days from June 17, 2026, to July 1, 2026.
- Compliance with Nasdaq Listing Rule 5450(a)(1) has been regained.
- The potential delisting matter is officially closed per the notification from Nasdaq Listing Qualifications Department.
Upland Software announced the retirement of CFO Michael D. Hill, effective July 27, 2026, and the appointment of David Tamez as Interim CFO.
🚩 Red Flags
- Departure of a key executive (CFO) creates short-term leadership transition risk.
- Interim CFO appointment suggests a gap in permanent financial leadership during the search process.
📋 Key Facts
- CFO Michael D. Hill notified the Board of his intention to retire on June 30, 2026.
- The retirement is effective July 27, 2026.
- David Tamez, currently SVP of Treasury Management, appointed as Interim CFO effective July 27, 2026.
- The company has initiated a search for a permanent successor.
- Mr. Hill stated his retirement is not due to disagreements with the Company's operations, policies, or practices.
Upland Software announced a 1-for-10 reverse stock split effective June 17, 2026, and the stockholder approval of an increase in shares reserved for the 2024 Omnibus Incentive Plan. The filing also confirms the results of the June 3, 2026, Annual Meeting, including the ratification of KPMG as auditors.
🚩 Red Flags
- Reverse stock split: Typically a signal of severe share price depreciation and an attempt to avoid Nasdaq minimum bid price delisting.
- Multiple 8-K items in a single filing (5.02, 5.03, 5.07), indicating a high volume of corporate governance changes occurring simultaneously.
📋 Key Facts
- Reverse stock split ratio is 1-for-10, effective June 17, 2026, at 12:01 AM ET.
- The 2024 Omnibus Incentive Plan was amended to increase reserved shares by 2,000,000, bringing the total from 3,200,000 to 5,200,000.
- Fractional shares from the reverse split will be paid out in cash based on a 5-day average closing price.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for FY2026.
- A new CUSIP number (91544A208) will be assigned to the common stock post-split.
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.
Upland Software, Inc. filed an 8-K to announce its financial results for the quarter ended September 30, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Results of Operations and Financial Condition).
- Reporting period: Quarter ended September 30, 2025.
- Filing date: November 6, 2025.
- The company's common stock is listed on the Nasdaq Global Market under ticker UPLD.
Upland Software, Inc. announced that its Board of Directors has authorized a new stock repurchase program. The plan allows the company to buy back up to $10 million worth of common stock in the open market or through other negotiated transactions.
📋 Key Facts
- Board authorization date: August 15, 2025
- Aggregate repurchase amount: Up to $10,000,000 (inclusive of taxes)
- Repurchase method: Open market, negotiated transactions, or accelerated share repurchases
- Expiration: No specified expiration date; expires upon completion of the authorized amount unless terminated earlier by the Board
Upland Software, Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2025. The filing serves as a formal notification of the release of quarterly earnings and accompanying investor presentation.
📋 Key Facts
- Report date: July 31, 2025
- Reporting period: Quarter ended June 30, 2025
- The company issued a press release (Exhibit 99.1) containing financial results.
- An investor presentation was made available on the company's investor relations website.
Upland Software entered into a new $240 million senior secured term loan facility and a $30 million revolving credit facility to refinance existing debt. The transaction was used to redeem all outstanding principal of the company's previous $258 million senior secured credit facility.
🚩 Red Flags
- High interest rate environment for the debt (SOFR + 6.00%).
- Debt is secured by substantially all of the Company's assets.
- Existence of a leverage ratio covenant (6.0:1.0) which could trigger default if EBITDA fluctuates.
📋 Key Facts
- New Term Loan amount: $240 million, maturing July 25, 2031.
- Revolving Credit Facility amount: $30 million, maturing July 25, 2031.
- Interest rate for both facilities: SOFR + margin of 6.00% (with a floor of 1.50% + 6.00%).
- The Term Loan was used to redeem $258 million in previous senior secured debt.
- Includes a quarterly tested consolidated secured leverage ratio covenant of 6.0:1.0 or under.
- Repayment schedule includes varying annual percentages (2.5%, 1.75%, and 1.0%) until maturity.
Upland Software announced the retirement of President and COO Karen Cummings effective July 31, 2025. The company is restructuring its executive leadership to consolidate roles under the CEO.
🚩 Red Flags
- Consolidation of roles: The CEO taking on the President title suggests a potential streamlining or shift in governance structure following the COO's departure.
📋 Key Facts
- Karen Cummings will retire as President and COO on July 31, 2025; departure is not due to disagreements with the company.
- Daniel Doman (current Chief Product Officer) appointed as Chief Product and Operating Officer effective August 1, 2025.
- John T. (Jack) McDonald will assume the role of President in addition to his current role as CEO, effective August 1, 2025.
Upland Software, Inc. held its Annual Meeting of Stockholders on June 4, 2025. The meeting resulted in the election of three Class II directors and the ratification of Ernst & Young, LLP as the independent auditor for fiscal year 2025.
📋 Key Facts
- Annual Meeting held on June 4, 2025, in Austin, Texas.
- Quorum was established with 78% of eligible votes present (27,861,516 shares).
- Three Class II directors elected: David Chung, Timothy W. Mattox, and David D. May.
- Ernst & Young, LLP ratified as the independent registered public accounting firm for FY 2025.
- Stockholders approved executive compensation on an advisory basis.
Upland Software, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Financial results cover the period ending March 31, 2025.
- An investor presentation was made available on the company's investor relations website.
Upland Software, Inc. announced the elimination of the Chief Sales Officer (CSO) position and the termination of Oliver Yates, effective April 1, 2025.
🚩 Red Flags
- Elimination of a C-suite position (CSO) can sometimes signal restructuring or shifting sales strategies.
📋 Key Facts
- Oliver Yates terminated as CSO on April 1, 2025.
- The departure was due to the elimination of the CSO position, not for cause.
- Termination is stated to be unrelated to any disputes or disagreements regarding accounting or financial reporting.
- Mr. Yates will receive severance per his Executive Employment Agreement dated January 9, 2023.
Upland Software, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2024. The filing serves as a formal announcement of the earnings release issued on March 12, 2025.
📋 Key Facts
- Reporting period: Quarter ended December 31, 2024.
- Announcement date: March 12, 2025.
- The filing includes a press release (Exhibit 99.1) detailing the company's financial results.
Upland Software, Inc. announced an amendment to its Second Amended and Restated Bylaws effective February 25, 2025. The change specifically clarifies the voting standards required for corporate matters other than the election of directors.
📋 Key Facts
- Amendment to the Second Amended and Restated Bylaws approved by the Board on February 25, 2025.
- The amendment clarifies voting standards for non-director election matters.
- The change is effective immediately as of the date of approval.
Upland Software, Inc. announced the resignation of its Chief Revenue Officer, Matthew Breslin, effective February 7, 2025. The company stated that his departure is not due to any disagreements regarding operations, policies, or procedures.
🚩 Red Flags
- Departure of a key C-suite executive (Chief Revenue Officer) can create temporary leadership gaps in sales and revenue generation functions.
📋 Key Facts
- Matthew Breslin resigned as Chief Revenue Officer on January 28, 2025.
- The resignation becomes effective on February 7, 2025.
- Responsibilities of the CRO will be assumed by current executives within the company.
- The departure is not related to any disagreements with the company's operations, policies, or procedures.
Upland Software, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2024.
📋 Key Facts
- The filing was submitted on November 7, 2024.
- The company is reporting results for the quarter ending September 30, 2024.
- Financial results were released via a press release attached as Exhibit 99.1.
Upland Software, Inc. filed an 8-K to announce the release of its financial results for the quarter ended June 30, 2024.
📋 Key Facts
- The company issued a press release on August 1, 2024, regarding quarterly earnings.
- The reporting period covers the fiscal quarter ending June 30, 2024.
- The filing is primarily an announcement of financial results under Item 2.02.
Upland Software's stockholders approved several key items at the June 5, 2024 Annual Meeting, including a Tax Benefit Preservation Plan and a new 2024 Omnibus Incentive Plan. The meeting also resulted in the election of two Class I directors and the ratification of Ernst & Young, LLP as independent auditors.
🚩 Red Flags
- The Tax Benefit Preservation Plan highlights a risk that the company's NOLs and other tax attributes could be substantially limited or eliminated if an 'ownership change' occurs under Section 382 of the Internal Revenue Code.
📋 Key Facts
- Stockholders approved the 2024 Tax Benefit Preservation Plan to protect Net Operating Loss (NOL) carryforwards from being eliminated due to potential 'ownership changes' under Section 382.
- A dividend of one preferred stock purchase right per share of common stock was declared, payable on June 15, 2024.
- The 2024 Equity Plan was approved, authorizing the issuance of up to 3,200,000 shares of Common Stock (plus existing available shares).
- Two Class I directors, Steven E. Courter and Teresa Miles Walsh, were elected to serve until the 2027 annual meeting.
- Ernst & Young, LLP was ratified as the independent registered public accounting firm for fiscal year ending December 31, 2024.
Upland Software, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a formal notification of the release of quarterly earnings via press release.
📋 Key Facts
- Report date: May 2, 2024
- Reporting period: Quarter ended March 31, 2024
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Filed under Item 2.02 (Results of Operations and Financial Condition).
Upland Software, Inc. filed an 8-K to announce its financial results for the quarter and full year ended December 31, 2023.
📋 Key Facts
- Report date: February 22, 2024
- Reporting period: Quarter and Full Year ended December 31, 2023
- The filing serves as a vehicle to incorporate the press release (Exhibit 99.1) by reference.
Upland Software announced key management changes including the promotion of Karen Cummings to President and COO and the appointment of Matt Breslin as Chief Revenue Officer. The filing also details an amendment to Ms. Cummings' employment agreement regarding her salary and equity vesting.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Karen Cummings promoted to President and Chief Operating Officer, effective January 25, 2024.
- Ms. Cummings' base salary increased to $375,000, retroactive to January 1, 2024.
- Amendment to Ms. Cummings' agreement includes accelerated equity vesting upon termination without Cause or Good Reason.
- Matt Breslin appointed Chief Revenue Officer, effective February 6, 2024; formerly EVP at Infor.