Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025.
Our management does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. Disclosure controls and procedures, no matter how well designed, operated and managed, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. 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
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control system is 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 in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) . Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025 based on those criteria.
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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
87
PART III
Item 10. Directors, Officers and Corporate Governance
We have adopted a code of ethics that applies to the Company’s directors, officers and employees, including the Chief Executive Officer and the Chief Financial Officer and any other persons performing similar functions. 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., 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: Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Directors and Corporate Governance” and “Executive Officers.” The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from our 2026 Proxy Statement, under the headings “Executive Compensation” and “Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation.” The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from our 2026 Proxy Statement under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.” The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Item 13. Certain Relationships, and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from our 2026 Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Directors and Corporate Governance-Director Independence.” The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference from our 2026 Proxy Statement under the heading “Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm.” The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
88
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
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” herein.
(b) Financial Statement Schedules
All schedules have been omitted because they are not required or because the required information is otherwise included in the consolidated financial statements or notes thereto set forth under Item 8 above.
(c) Exhibits
See Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.
Item 16. Form 10-K Summary
Not applicable.
89
EXHIBIT INDEX
Incorporated by Reference
Exhibit
No. Description of Exhibit
Form
File No.
Exhibit
Filing Date
3.1
Amended and Restated Certificate of Incorporation, as currently in effect
10-K 001-36720 3.1 March 30, 2016
3.2
Amended and Restated By-laws of Upland Software, Inc., effective February 3, 2020
8-K 001-36720 3.1 February 4, 2020
3.3
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
8-K 001-36720 3.1 August 23, 2022
3.4
Certificate of Designations of Series B Junior Participating Preferred Stock of Upland Software, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2023.
8-K 001-36720 3.1 May 3, 2023
3.5
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc.
8-K 001-36720 3.1 June 8, 2023
3.6
Amendment to the Second Amended and Restated Bylaws of Upland Software, Inc.
8-K 001-36720 3.1 March 3, 2025
4.1
Description of Capital Stock
10-K 001-36720 4.1 March 12, 2025
4.3
Tax Benefit Preservation Plan, dated as of June 5, 2024, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent.
8-K 001-36720 10.1 June 5, 2024
10.1+
Form of Indemnification Agreement for directors and officers
S-1 333-198574 10.2 October 27, 2014
10.2+
Amended and Restated 2010 Stock Plan, as amended September 2, 2014
S-1 333-198574 10.3.1 September 4, 2014
10.3+
Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Standard)
S-1 333-198574 10.4 September 4, 2014
10.3.1+
Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Former ComSci, LLC Employees)
S-1 333-198574 10.4.1 September 4, 2014
10.3.2+
Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Executive)
S-1 333-198574 10.4.2 September 4, 2014
10.3.3+
Form of Amendment to Stock Option Agreement under Amended and Restated 2010 Stock Plan with Certain Executives
S-1 333-198574 10.4.3 September 4, 2014
10.4+
Form of Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan
S-1 333-198574 10.5 September 4, 2014
10.4.1+
Form of Amendment to Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan
S-1 333-198574 10.5.1 September 4, 2014
10.5+
2014 Equity Incentive Plan
S-1 333-198574 10.6 October 27, 2014
10.6+
Form of Stock Option Award Agreement under 2014 Equity Incentive Plan
S-1 333-198574 10.7 October 27, 2014
10.6.1+
Form of Stock Option Award Agreement under 2014 Equity Incentive Plan (Executive)
S-1 333-198574 10.7.1 October 27, 2014
10.7+
Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan
S-1 333-198574 10.8 October 27, 2014
10.7.1+
Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan (Executive)
S-1 333-198574 10.8.1 October 27, 2014
10.8+
Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan
S-1 333-198574 10.9 October 27, 2014
10.8.1+
Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan (Executive)
S-1 333-198574 10.9.1 October 27, 2014
10.9+
Upland Software, Inc. 2024 Omnibus Incentive Plan
8-K 001-36720 4.1 June 5, 2024
10.20+
Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017
10-K 001-36720 10.21 March 30, 2017
10.2 1 +
Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017
10-K 001-36720 10.23 March 30, 2017
10.22+
Amendment #1 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017
10-K 001-36720 10.23 March 15, 2019
10.23+
Amendment #1 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017
10-K 001-36720 10.25 March 15, 2019
90
Incorporated by Reference
10.24+
Amendment #2 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017
10-K 001-36720 10.29 February 25, 2021
10.25+
Amendment #2 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017
10-K 001-36720 10.31 February 25, 2021
10.26+
Employment Agreement between the Registrant and Dan Doman, dated November 1, 2022
10-Q 001-36720 10.1 August 3, 2023
10.27+
Amendment #3 to Employment Agreement between the Registrant and John T. McDonald, dated January 30, 2024
10-K 001-36720 19 March 12, 2025
10.35
Securities Purchase Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of July 14, 2022
8-K 001-36720 10.1 July 14, 2022
10.36
Registration Rights Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of August 23, 2022
8-K 001-36720 10.1 August 23, 2022
10.37
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
19*
Insider Trading Policy
21.1*
List of subsidiaries of Upland Software, Inc.
23.1*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1*
Power of Attorney (included on signature pages hereto)
31.1*
Certification of the Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
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 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.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Indicates management contract, compensatory plan or arrangement.
* 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 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.
91
SIGNATURES
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.
Date: March 3, 2026
Upland Software, Inc.
By: /s/ John T. McDonald
John T. McDonald
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John T. McDonald and Michael D. Hill and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ John T. McDonald
Chief Executive Officer and Chairman
March 3, 2026
John T. McDonald
( Principal Executive Officer )
/s/ Michael D. Hill
Chief Financial Officer and Treasurer
March 3, 2026
Michael D. Hill
( Principal Financial Officer and Principal Accounting Officer )
/s/Tim Mattox
Director
March 3, 2026
Tim Mattox
/s/ David D. May
Director
March 3, 2026
David D. May
/s/ Stephen E. Courter
Director
March 3, 2026
Stephen E. Courter
/s/ Teresa M. Walsh
Director
March 3, 2026
Teresa M. Walsh
/s/ David H.S. Chung
Director
March 3, 2026
David H.S. Chung
92