What changed in this filing

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Item 1. Business

2025-03-12 compared with 2024-02-22 · 37 added, 73 removed, 169 unchanged (39% of the section changed)

Upland provides cloud-based software applications that enable our customers to drive digital transformation in the following business functions:

• Marketing .

Digital marketing, e-commerce, and customer service teams use our applications to interact with consumers across multiple channels to acquire new customers, drive product and service utilization, resolve issues, and build brand loyalty.

Our applications deliver value to organizations across a number of use cases including mobile messaging, mobile application marketing, Voice of the Customer (VOC), email marketing, knowledge management and call center productivity.

Sales teams employ our applications to drive growth through deeper customer engagement, reduced sales cycle times, and improved collaboration between sales, marketing, and other customer-facing functions.

We offer applications that help organizations optimize their sales opportunity and account management processes, coordinate proposal and reference activities, collaborate on the creation and publication of digital content and gain increased control over key sales and marketing workflows, activities and budgets.

• Contact Center .

Customer service and support environments use our applications to enable agents to resolve issues and engage customers.

We offer applications that improve customer experience and reduce call volume and cycle times through customer self-service products and VoC technology that captures customer sentiment in real-time.

Upland also offers products that improve call center agent productivity by providing more direct access to knowledge and to customer sentiment thereby improving both inbound call outcomes and proactive outbound success.

We also provide products that deliver knowledge-based, guided workflows for customer service environments supporting complex products in strict regulatory requirements.

Additional solutions help call center leadership to manage agent performance and measure real-time performance relative to call resolution and customer sentiment, improve performance through gamification, and gather agent feedback to keep employee engagement high.

Upland provides cloud-based software applications in the following categories:

• Knowledge Management.

In addition to contact centers, we provide knowledge management applications to a variety of lines of businesses to improve employee productivity and value by providing more direct access to information.

Upland knowledge solutions provide access to time-critical information from within our applications or other systems that exist within an organization and delivers a unified view of all related content.

We also provide products that deliver knowledge-based, guided workflows for customer service environments supporting complex products in strict regulatory requirements.

• Project Management.

Business leaders and project management officers (PMOs) use our applications to optimize project portfolios, balance capacity against demand, improve financial-based decision making, align execution of projects to strategy across large organizations, and manage the project delivery lifecycle.

Our applications deliver value to project management across a variety of use cases including continuous improvement, enterprise IT, new product development, and services departments along with industry depth in higher education, public sector, and healthcare IT.

• Information Technology .

Information technology (IT) departments use our applications to manage a variety of IT activities and resources across the enterprise.

Our applications help information technology departments ensure they are delivering against the objectives of the business by helping them select and prioritize the right investments, gain greater control of resource demand and allocation, and track and report benefit realization.

Our applications enable executives to gain better insight into IT spending to help prevent cost overruns and understand the nature of consumption.

• Business Operations .

Multiple functional departments use our applications to streamline operations and accelerate business performance across their value chains.

Upland solutions in this area range from supply chain collaboration and factory management, back office document and vendor management, to applications that improve sales responsiveness.

In addition, our products help operations team compose, automate and exchange documents based on content from existing back-office systems to produce interactive business communications, while maintaining compliance and reducing production costs.

• Human Resources and Legal .

Human resources (HR), legal departments, and law firms use our applications to improve collaboration and operational control and streamline routine processes.

We offer applications that automate document management and workflow including, contracts, records, and other documentation that require enhanced security and compliance requirements.

Other applications support HR-specific workflows including onboarding, employee management, termination, HR support, and time and expense management.

Through a series of acquisitions and integrations, we have built a diverse family of software applications under the Upland brand.

To support future growth, we intend to continue to pursue acquisitions within our core cloud offerings of complementary technologies and businesses.

We expect that this will expand our customer base and market access, resulting in increased benefits of scale.

Consistent with our growth strategy, we have made a total of 31 acquisitions in the 12 years ending December 31, 2023.

The operating platform we use to transform acquired companies in order to maintain a consistently high level of operating performance is called UplandOne.

This platform consists of six key areas:

Upland provides Knowledge Management solutions designed to help organizations capture, organize, and distribute information to employees and customers.

These solutions support internal knowledge sharing, customer self-service, and contact center operations by enabling access to accurate and up-to-date information.

Features include AI-driven search, content recommendations, and workflow integrations aimed at improving information accessibility and operational efficiency.

• Content Lifecycle and Workflow Automation.

Upland offers Content Lifecycle and Workflow Automation solutions that support document management, compliance, and process efficiency across various industries.

These products provide tools for content capture, storage, retrieval, and automated processing, as well as secure digital faxing to replace traditional fax infrastructure.

Additionally, Upland’s portfolio includes solutions for project and portfolio management, customer reference management, and IT spending management, which assist organizations in resource planning, governance, and operational oversight.

• Digital Marketing.

Upland’s Digital Marketing solutions provide tools for audience engagement, campaign management, and content distribution across digital channels.

These solutions support mobile messaging and email marketing, audience development, and campaign automation, with features such as segmentation, analytics, and interactive content creation.

The platform is designed to help organizations manage digital communications and improve outreach strategies.

Our operating model is built on six core functions:

• High-Touch Customer Success Program.

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In 2022, we announced the creation of our own R&D Center of Excellence in India.

In 2023, in an effort to achieve our strategic development objectives, we increased our hiring in the Center of Excellence while maintaining a similar cost structure, created development pods to partner specifically with our business units, and materially improved our development capacity and product competitiveness.

Since 2023, in an effort to achieve our strategic development objectives, we increased our hiring in the Center of Excellence while maintaining a similar cost structure, created development pods to partner specifically with our business units, and materially improved our development capacity and product competitiveness.

Today, we use AI tools to internally boost development, testing, and overall employee efficiency.

• Customer-Driven Innovation.

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• Large, diversified customer base .

Our customer base is highly diverse and spans a broad array of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, retail and hospitality.

We service customers of varying size, ranging from large global corporations and government agencies to medium-sized businesses.

We service customers of varying size, ranging from large global corporations and government agencies as well as small and medium-sized businesses.

We have more than 10,000 customers, with no customer representing more than 10% of our revenue.

• Diversified family of cloud applications .

We offer a family of cloud-based software applications that addresses a broad range of enterprise needs.

We believe this benefits our customers as compared to many of our cloud-based competitors who offer only a single point solution for a more limited and discrete need.

• Our portfolio of cloud applications .

We offer a family of AI-powered, proven cloud-based software applications that address specific enterprise needs.

• Recurring revenue model with high visibility .

1 unchanged sentence

In addition, the cloud-based nature of our model accommodates significant additional business volume with limited incremental costs, providing us with opportunities to improve our operating margins.

• Proven M&A capability .

We have a proven ability to successfully identify, acquire, and integrate complementary businesses to grow our company, as evidenced by the 31 acquisitions we have completed in the 12 years ending December 31, 2023.

We believe that our acquisition experience and strategy give us a competitive advantage in identifying additional opportunities to expand our family of software applications to better serve our customers.

• Experienced, proven management team .

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See “ Item 7.

Management's Discussion and Analysi s— Key Metrics and Non-GAAP Financial Measures ,” for our definition of annual net dollar retention rate.

Management's Discussion and Analysi s of Financial Condition and Results of Operations— Key Metrics and Non-GAAP Financial Measures ,” for our definition of annual net dollar retention rate.

Our commitment to customer success has enabled us to expand our footprint within customer organizations and facilitate the ongoing adoption of our enterprise software applications.

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We believe the key elements of our strategy for growth are as follows:

▪ Acquire complementary software businesses .

We intend to continue to pursue acquisitions of complementary technologies, products, and businesses to expand our footprint in target business functions, and to provide access to new markets and increased benefits of scale.

Our experienced corporate development team continually monitors a pipeline of potential acquisition candidates.

We believe that our acquisition experience and strategy give us a competitive advantage in identifying additional opportunities to expand our portfolio cloud-based applications to better serve our customers.

We intend to prioritize acquisitions within the solution categories we currently offer.

▪ Improve and enhance applications.

We are embracing AI and the strong enhancements it enables across our portfolio.

We intend to continue to invest in research and development and work closely with our customers to identify and improve applications, features and functionalities that address customer requirements across the enterprise spectrum.

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We service customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.

Our customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, retail and hospitality.

For the year ended December 31, 2024, approximately 90% of our recurring revenue was generated from what we consider to be major accounts.

1 unchanged sentence

We sell primarily through a direct sales organization comprised of inside sales and field sales personnel.

In addition to our direct sales organization, we have an indirect sales organization that sells to distributors and value-added resellers.

In addition to our direct sales organization, we have an indirect sales organization that sells through alliances with strategic partners that can leverage our applications with their complementary services and technologies.

We employ a land-and-expand go-to-market strategy.

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We focus a significant portion of our marketing activities on new customer acquisition.

Our marketing programs target business users, influencers, and decision makers who participate in the buying cycles of various business functions inside large organizations including marketing, sales, contact centers, knowledge management, project management, information technology, business operations, human resources and legal.

Our marketing programs target business users, buying group influencers, and decision makers who participate in the buying cycles of various business functions inside large organizations.

Our lead and demand generation programs include:

▪ website improvements to provide information about us and our cloud software products and to serve as a platform to capture interest and leads;

▪ website improvements to provide information about us, our AI advancements, and our cloud-based software products and to serve as a platform to capture interest and leads;

▪ third-party data software platform utilization to identify prospects doing research on relevant software solutions;

1 unchanged sentence

▪ search engine optimization to improve organic search keyword rankings;

▪ field marketing events for customers and prospective customers;

▪ hosted marketing events for customers and prospective customers;

▪ account based marketing programs targeting specific organizations with our unique ideal customer profile;

▪ participation in, and sponsorship of, executive events, trade shows, and industry events;

▪ our online virtual user conferences;

▪ public relations, analyst relations, and organic social media initiatives;

▪ sales development representatives (“SDR”) who respond to incoming leads to convert them into new sales opportunities.

▪ public relations, analyst relations, peer review, and organic social media initiatives;

▪ sales development representatives (“SDR”) who respond to incoming leads to convert them into new sales opportunities, as well as proactive outbound prospecting into targeted accounts.

Customer Success

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This allows us to provide a flexible method for scaling customers without impacting other parts of the architectural environment while maintaining the high levels of uptime our customers require.

Our family of applications offers high levels of security through logical data segregation of each customer’s data from the data of other customers and through limiting access to our platform to only those individuals authorized by our customers.

Our family of applications offers high levels of security through logical data segregation and through limiting access to our platform to only those individuals authorized by our customers.

In addition, sensitive customer data is encrypted “at rest” and “in transit” over secure connections to redundant storage in a secondary location.

15 unchanged sentences

▪ level of integration among applications and with other enterprise systems.

Our ability to remain competitive will largely depend on the strength of our applications, the effectiveness of our sales and marketing efforts, the quality of our customer success organization, and our ability to acquire complementary technologies, products, and businesses to enhance the features and functionality of our applications.

Our ability to remain competitive will largely depend on the strength of our applications, the effectiveness of our sales and marketing efforts, the quality of our customer success organization, and our ability to acquire or adopt complementary technologies, products, and businesses to enhance the features and functionality of our applications.

Intellectual Property and Proprietary Rights

3 unchanged sentences

We expect this seasonality to continue, or possibly increase in the future.

See “ Risk Factors—Risks Related to Our Common Stock—Certain of our operating results and financial metrics are difficult to predict as a result of seasonality .”

See “ Risk Factors—Risks Related to Our Business—Certain of our operating results and financial metrics are difficult to predict as a result of seasonality .”

We believe that our businesses and operations are in substantial compliance with all applicable government laws and regulations.

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We survey team members twice a year to gather feedback on key factors of employee experience, including work/life blend, social connection and learning and development.

As part of our Diversity, Equity, and Inclusion initiatives, we also have a formal Employee Resource Group (“ERG”) program that fosters the formation of and provides support to employee-led groups dedicated to education and building community for team members with a shared characteristic or interest.

The current ERG programs include:

◦ Upland Women in Tech:

Our mission is to foster an inclusive equitable professional community for women at Upland by providing collaboration, resources, mentorship, and professional opportunities and development.

• Upland International:

Our mission is to build a unified global community for Uplanders and customers by empowering all to feel respected, visible, and heard.

• Upland Pride:

Our mission is to create and foster a space for LGBTQIA+ employees and allies to feel included, empowered, and recognized.

We seek to improve company policies, trainings, and culture through education, resources, and communication across Upland.

As part of our commitment to inclusion, we also have a formal Employee Resource Group program that fosters the formation of and provides support to employee-led groups dedicated to education and building community for team members with a shared characteristic or interest.

• Development and Promotion of Leaders.

Our high annual growth provides consistent promotion opportunities for our team members.

We provide consistent promotion opportunities for our team members.

We provide career ladders and development resources for all of our key functions.

We provide leadership training for our managers.

In addition, team members that join us through regular acquisitions have access to career development and promotion opportunities that would not have been available at their smaller companies.

In addition, team members that join us have access to career development and promotion opportunities that may not have been available at other companies.

• Creating a Culture of Customer Value and Improvement.

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We were incorporated in Delaware in 2010.

Our principal executive offices are located at 401 Congress Avenue, Suite 1850, Austin, TX 78701.

As of the date of this Annual Report on Form 10-K, our principal executive offices are located at 401 Congress Avenue, Suite 1850, Austin, TX 78701.

Our principal executive offices will change to Las Cimas IV, 900 S Capital of Texas Highway, Suite 300, Austin, Texas 78746 as of July 1, 2025.

Our main telephone number is (512) 960-1010.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business