upld-20260420
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
April 20, 2026
Date of Report (Date of earliest event reported)
UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36720 | 27-2992077 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
900 S. Capital of Texas Highway, Las Cimas IV, Suite 300
Austin, Texas 78746
(Address of principal executive offices, including zip code)
(512) 960-1010
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Common Stock, par value $0.0001 per share | UPLD | The Nasdaq Global Market | ||||||||||||
Preferred Stock Purchase Rights | - | The Nasdaq Global Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 20, 2026, Upland Software, Inc. (the “Company”) furnished its Annual Report to Stockholders for the year ended December 31, 2025 (the “ARS”) to the Securities and Exchange Commission. In the ARS, the Company inadvertently included a version of its Annual Report on Form 10-K that included certain preliminary financial information as of and for the three months ended March 31, 2026.
The Company has filed a corrected ARS with the SEC that attaches the correct Annual Report on Form 10-K for the year ended December 31, 2025. The Company also is mailing a correct copy of the Annual Report to Stockholders to any stockholders who requested copies in connection with the Company’s upcoming 2026 Annual Meeting of Stockholders.
The financial information as of and for the three months ended March 31, 2026 that was included in the ARS does not constitute an intentional disclosure by the Company of its financial results for the quarter ended March 31, 2026; is preliminary, unaudited, and subject to change; has not been reviewed or audited by the Company's independent registered public accounting firm; has not been finalized by the Company; and should not be relied upon for any purpose.
The Company intends to report its financial results as of and for the three months ended March 31, 2026 in the ordinary course following the completion of its normal quarter-end financial close and review processes.
The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UPLAND SOFTWARE, INC. | |||||
By: | /s/ Michael D. Hill | ||||
Michael D. Hill Chief Financial Officer | |||||
Date: April 21, 2026 | |||||