What changed in this filing

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Item 1. Business

2026-03-03 compared with 2025-03-12 · 22 added, 31 removed, 175 unchanged (23% of the section changed)

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

Upland is a leader in AI-powered knowledge and content management software.

Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI in the following business functions:

• Knowledge Management.

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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:

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• Quality-Focused R&D .

Our approach to research and development (“R&D”) at Upland is straight-forward:

Our approach to research and development (R&D) at Upland is straightforward:

prioritize the customer need, leverage a metrics-driven agile approach with visibility and accountability, and deploy up-to-date development systems and processes to ensure quality and security are built into every step of development.

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

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.

We have created our own R&D Center of Excellence in India and use AI tools to internally boost development, testing, and overall employee efficiency.

• Customer-Driven Innovation.

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Upland’s products run on an enterprise-class cloud environment - delivering power, reliability, and flexibility.

We utili ze third-party cloud providers for our cloud-based products and move acquired products to third-party cloud providers in connection with our acquisition integration program.

We utili ze third-party cloud providers for our cloud-based products.

Our applications are scalable and can support large deployments while maintaining high levels of availability, performance and security levels.

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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, legal, retail and hospitality.

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.

• Our portfolio of cloud applications .

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

We have more than 1,100 enterprise customers, with no customer representing more than 10% of our revenue.

• Diversified family of cloud applications .

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

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Our management team has significant operating experience and previously occupied key leadership roles at both private and public companies.

In addition, our management’s extensive knowledge of the industry and experience in building businesses has enabled us to establish a leading position within the enterprise software market.

In addition, our management has extensive knowledge of the industry and experience in building businesses within the enterprise software market.

• Cloud-based delivery .

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▪ Add new customers .

We maintain direct sales and marketing capabilities to further grow our customer base.

We maintain direct sales and marketing capabilities to grow our customer base.

We also maintain indirect sales channels through alliances with strategic partners that can leverage our applications with their complementary services and technologies.

1 unchanged sentence

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, legal, retail and hospitality.

For the year ended December 31, 2025, approximately 88% 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 through alliances with strategic partners that can leverage our applications with their complementary services and technologies.

In addition to our direct sales organization, we have an indirect sales organization that 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.

1 unchanged sentence

Our customer success organization supports our direct sales efforts by managing the post-sale customer lifecycle.

Our subscription agreements are typically sold either on a per-seat basis or on a minimum contracted volume basis with overage fees billed in arrears, depending on the application being sold.

Contract terms typically range from one to three years and are prepaid annually in advance.

Our marketing activities are designed to build awareness of the Upland brand and the solutions we offer, generate thought leadership, and create demand, resulting in leads and opportunities for our sales organizations.

5 unchanged sentences

▪ integrated digital marketing campaigns, including email, search and social media advertising, blogs, and webinars;

▪ search engine optimization to improve organic search keyword rankings;

▪ traditional search engine optimization (SEO) to improve organic search keyword rankings and AI search generative engine optimization (GEO) to improve AI prompt results;

▪ hosted marketing events for customers and prospective customers;

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Our customer success organization has three core functional areas with strategic focus on customer relationship management:

• Customer Success Management.

• Customer Success Management (“CSM”).

Ou r CSM team partners with customers throughout their lifecycle with the Upland family of products to ensure the customer is getting the most out of their technology investment.

20 unchanged sentences

Third-party hosting platform facilities provide 24/7/365 security, biometric access controls, redundant networking, power and environmental systems, and monitoring.

Upland Software designs and operates the infrastructure architecture with fully redundant subsystems, highly available configurations, and defense in depth security zones.

We design and operate the infrastructure architecture with fully redundant subsystems, highly available configurations, and defense in depth security zones.

Our applications are built on highly available and modular architectures that balance customer workloads across multiple servers.

22 unchanged sentences

We have historically experienced seasonality in terms of when we enter into customer agreements.

We sign a significantly higher percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year, resulting in our cash flow from operations historically being higher in the first quarter of each calendar year than in other quarters.

Typically we sign a high percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year, resulting in our cash flow from operations historically being higher in the first quarter of each calendar year than in other quarters.

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

4 unchanged sentences

To date, such developments have not had a substantial adverse impact on our revenues, earnings or cash flows.

However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon us or our business, our capital expenditures, results of operations, financial condition and competitive position could be negatively impact.

Refer to “ Risk Factors ” for further information.

1 unchanged sentence

We believe that our ability to attract and retain highly skilled employees is critical to our success.

As of December 31, 2024, we had 998 full time employees, with the majority of our employees located in the United States, Australia, Canada, India, Ireland, and the United Kingdom.

As of December 31, 2025, we had 760 full time employees, with the majority of our employees located in the United States, Canada, India, the United Kingdom, and Australia .

None of our employees are covered by a collective bargaining agreement.

14 unchanged sentences

• Development and Promotion of Leaders.

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 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.

3 unchanged sentences

We were incorporated in Delaware in 2010.

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 principal executive offices are located at 900 S.

Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, Texas 78746.

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

3 unchanged sentences

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended, are a vailable free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the United States Securities and Exchange Commission (the “SEC”).

Additionally, the SEC maintains an internet site that contains reports, proxy, information statements, and other information.

Additionally, the SEC maintains an internet site that contains all of our filings with the SEC .

The address of the SEC’s website is www.sec.gov.

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