What changed in this filing

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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-12 · 20 added, 64 removed, 157 unchanged (35% of the section changed)

5 unchanged sentences

Because of the inherent limitations of disclosure controls and procedures, no evaluation of such disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

Management Report on Internal Control Over Financial Reporting

6 unchanged sentences

Changes in Internal Control over Financial Reporting

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.

Remediation of Prior Material Weakness in Internal Control Over Financial Reporting

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.

During 2024, our management was actively engaged in remediation efforts to address the material weakness noted above.

The Company implemented the following improvements:

• 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.

Specifically, the procedures over the significant assumptions are appropriately detailed to allow management to assess the operating effectiveness of the control.

• Sufficient documentation was prepared, reviewed and retained over the Company’s annual goodwill impairment assessment performed as of October 1, 2024.

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.

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.

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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Retention Arrangement

On February 26, 2026, the Compensation Committee of the Board approved a retention arrangement for Dan Doman, the Company’s Chief Operating and Product Officer.

Pursuant to the arrangement, all of his then-outstanding and unvested equity awards were modified to provide for full vesting upon a change in control of the Company.

Rule 10b5-1 Trading Arrangements

None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the quarter ended December 31, 2025.

1 unchanged sentence

Not applicable.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Upland Software, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Upland Software, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Upland Software, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

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

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Austin, Texas

March 12, 2025

Directors, Officers and Corporate Governance

1 unchanged sentence

The text of our code of ethics, “Code of Business Conduct and Ethics,” has been posted on our website at https://investor.uplandsoftware.com/governance/governance-documents/default.aspx.

We will provide a copy of the code of ethics without charge upon request to Corporate Secretary, Upland Software, Inc., 401 Congress Ave., Suite 1850, Austin, Texas 78701.

We will provide a copy of the code of ethics without charge upon request to Corporate Secretary, Upland Software, Inc., 900 S.

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

Additional information required by this item is incorporated by reference from our 2026 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2026 Annual Meeting of Stockholders (“2026 Proxy Statement), under the headings “Proposal One:

12 unchanged sentences

The financial statements filed as part of this Annual Report on Form 10-K are listed on the “Index to Consolidated Financial Statements” included in “Item 8.

Financial Statements and Supplementary Data” h erein.

Financial Statements and Supplementary Data” herein.

(b) Financial Statement Schedules

8 unchanged sentences

10-K 001-36720 3.1 March 30, 2016

Amended and Restated Bylaws of Upland Software, Inc., effective February 3, 2020

Amended and Restated By-laws of Upland Software, Inc., effective February 3, 2020

8-K 001-36720 3.1 February 4, 2020

8 unchanged sentences

Description of Capital Stock

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.

and Broadridge Corporate Issuer Solutions, LLC, as rights agent.

8-K 001-36720 4.1 May 3, 2023

10-K 001-36720 4.1 March 12, 2025

Tax Benefit Preservation Plan, dated as of June 5, 2024, by and between Upland Software, Inc.

34 unchanged sentences

8-K 001-36720 4.1 June 5, 2024

Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC

10-K 001-36720 10.11.2 March 15, 2019

Employment Agreement between the Registrant and Michael D.

4 unchanged sentences

10-K 001-36720 10.23 March 30, 2017

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

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

8-K 001-36720 10.1 August 7, 2019

First Incremental Assumption Agreement by and among, inter alios, Upland Software, Inc.

and Credit Suisse AG, Cayman Islands Branch, as Agent and 2019 Incremental Lender, dated as of November 26, 2019

8-K 001-36720 10.1 November 26, 2019

Incorporated by Reference

Amendment #2 to Employment Agreement between the Registrant and Michael D.

4 unchanged sentences

10-K 001-36720 10.31 February 25, 2021

Amendment No.

1 to Credit Agreement, dated as of February 21, 2023, by and between Upland Software, Inc.

and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent

8-K 001-36720 10.1 February 23, 2023

Employment Agreement between the Registrant and Dan Doman, dated November 1, 2022

10-Q 001-36720 10.1 August 3, 2023

Amendment #3 to Employment Agreement between the Registrant and John T.

McDonald, dated January 30, 2024

Employment Agreement between the Registrant and Karen Cummings, dated December 16, 2022

Amendment #1 to Employment Agreement between the Registrant and Karen Cummings, dated January 30, 2024

10-K 001-36720 19 March 12, 2025

Securities Purchase Agreement, by and between Upland Software, Inc.

4 unchanged sentences

8-K 001-36720 10.1 August 23, 2022

Executive Employment Agreement between Registrant and Oliver Yates, dated January 9, 2023

Executive Employment Agreement between Registrant and Matt Breslin, dated February 6, 2024

Credit Agreement, dated as of July 25, 2025, by and among Upland Software, Inc., the subsidiary guarantors party thereto, Sound Point Capital, as administrative agent, and the lenders party thereto.

8-K 001-36720 10.1 July 28, 2025

Insider Trading Policy

9 unchanged sentences

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

10-K 001-36720 97.1 2/22/2024

Incorporated by Reference

10-K 001-36720 97.1 March 12, 2025

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.

2 unchanged sentences

* Filed herewith.

(1) The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.

(1) The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.

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.

15 unchanged sentences

( Principal Financial Officer and Principal Accounting Officer )

/s/Timothy Mattox

/s/Tim Mattox

March 3, 2026

Timothy Mattox

March 3, 2026

6 unchanged sentences

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 9A. Controls and Procedures