12 unchanged sentences
Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 based on those criteria.
−Removed: The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, included herein.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2024 other than items described below related to our remediation actions, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Remediation of Prior Material Weakness in Internal Control Over Financial Reporting
+Added: As of December 31, 2023, our management identified and disclosed a material weakness in the design and operation of a management review control over prospective financial information used in the Company’s goodwill impairment assessment, and specifically, not sufficiently performing and documenting the reasonableness of significant assumptions used therein.
+Added: During 2024, our management was actively engaged in remediation efforts to address the material weakness noted above.
+Added: The Company implemented the following improvements:
+Added: • The design, including the precision, of the management review control over the significant assumptions used to prepare the prospective financial information used in the Company’s goodwill impairment assessment was updated to ensure the sufficiency of the control procedures.
+Added: Specifically, the procedures over the significant assumptions are appropriately detailed to allow management to assess the operating effectiveness of the control.
+Added: • Sufficient documentation was prepared, reviewed and retained over the Company’s annual goodwill impairment assessment performed as of October 1, 2024.
+Added: Based on the actions taken and the testing and evaluation of the effectiveness of our internal control over financial reporting, our management has concluded the material weakness identified in the prior year no longer existed as of December 31, 2024.
+Added: The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, included herein.
Other Information
3 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Sholders and the Board of Directors of Upland Software, Inc.
+Added: To the Shareholders and the Board of Directors of Upland Software, Inc.
Opinion on Internal Control Over Financial Reporting
2 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 22, 2024, expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 12, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
Austin, Texas
−Removed: February 22, 2024
+Added: March 12, 2025
Directors, Officers and Corporate Governance
27 unchanged sentences
10-K 001-36720 3.1 March 30, 2016
−Removed: Amended and Restated By-laws of Upland Software, Inc., effective February 3, 2020
+Added: Amended and Restated Bylaws of Upland Software, Inc., effective February 3, 2020
8-K 001-36720 3.1 February 4, 2020
5 unchanged sentences
8-K 001-36720 3.1 June 8, 2023
+Added: Amendment to the Second Amended and Restated Bylaws of Upland Software, Inc.
+Added: 8-K 001-36720 3.1 March 3, 2025
Description of Capital Stock
+Added: 10-K 001-36720 4.1 February 22, 2024
Tax Benefit Preservation Plan, dated as of May 2, 2023, by and between Upland Software, Inc.
1 unchanged sentence
8-K 001-36720 4.1 May 3, 2023
+Added: Tax Benefit Preservation Plan, dated as of June 5, 2024, by and between Upland Software, Inc.
+Added: and Broadridge Corporate Issuer Solutions, LLC, as rights agent.
+Added: 8-K 001-36720 4.1 June 5, 2024
Form of Indemnification Agreement for directors and officers
28 unchanged sentences
S-1 333-198574 10.9.1 October 27, 2014
+Added: Upland Software, Inc.
+Added: 2024 Omnibus Incentive Plan
+Added: 8-K 001-36720 10.1 June 5, 2024
Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC
6 unchanged sentences
10-K 001-36720 10.23 March 30, 2017
+Added: Incorporated by Reference
Amendment #1 to Employment Agreement between the Registrant and Michael D.
4 unchanged sentences
10-K 001-36720 10.25 March 15, 2019
−Removed: Incorporated by Reference
Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto dated as of August 6, 2019 as of August 6, 2019
13 unchanged sentences
8-K 001-36720 10.1 February 23, 2023
+Added: Amendment #3 to Employment Agreement between the Registrant and John T.
+Added: McDonald, dated January 30, 2024
+Added: Employment Agreement between the Registrant and Karen Cummings, dated December 16, 2022
+Added: Amendment #1 to Employment Agreement between the Registrant and Karen Cummings, dated January 30, 2024
Securities Purchase Agreement, by and between Upland Software, Inc.
4 unchanged sentences
8-K 001-36720 10.1 August 23, 2022
+Added: Executive Employment Agreement between Registrant and Oliver Yates, dated January 9, 2023
+Added: Executive Employment Agreement between Registrant and Matt Breslin, dated February 6, 2024
+Added: Insider Trading Policy
List of subsidiaries of Upland Software, Inc.
8 unchanged sentences
Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1
+Added: 10-K 001-36720 97.1 2/22/2024
+Added: Incorporated by Reference
101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
4 unchanged sentences
Pursuant to the requirement of Sections 13 or 15(d) 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.
−Removed: February 22, 2024
+Added: March 12, 2025
Upland Software, Inc.
7 unchanged sentences
Chief Executive Officer and Chairman
−Removed: February 22, 2024
+Added: March 12, 2025
( Principal Executive Officer )
1 unchanged sentence
Chief Financial Officer and Treasurer
−Removed: February 22, 2024
+Added: March 12, 2025
( Principal Financial Officer and Principal Accounting Officer )
−Removed: /s/Tim Mattox
−Removed: February 22, 2024
−Removed: February 22, 2024
+Added: /s/Timothy Mattox
+Added: March 12, 2025
+Added: Timothy Mattox
+Added: March 12, 2025
/s/ Stephen E.
−Removed: February 22, 2024
+Added: March 12, 2025
/s/ Teresa M.
−Removed: February 22, 2024
+Added: March 12, 2025
/s/ David H.S.
−Removed: February 22, 2024
+Added: March 12, 2025
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.