What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-11-06 · 133 added, 322 removed, 440 unchanged (51% of the section changed)

Financial Statements

September 30, 2025 December 31, 2024

ASSETS (unaudited)

March 31, 2026 December 31, 2025

Current assets:

1 unchanged sentence

Restricted cash 626 626

Accounts receivable (net of allowance of $ 133 and $ 446 at September 30, 2025, and December 31, 2024, respectively)

Accounts receivable (net of allowance of $ 64 and $ 140 at March 31, 2026, and December 31, 2025, respectively)

23,622 25,603

20 unchanged sentences

Operating lease liabilities, current 759 817

Current maturities of notes payable (includes unamortized discount of $ 1,203 and $ 2,176 at September 30, 2025, and December 31, 2024, respectively)

Current maturities of notes payable (includes unamortized discount of $ 1,164 and $ 1,133 at March 31, 2026, and December 31, 2025, respectively)

Total current liabilities 87,231 93,760

Notes payable, less current maturities (includes unamortized discount of $ 4,952 and $ 1,280 at September 30, 2025, and December 31, 2024, respectively)

Notes payable, less current maturities (includes unamortized discount of $ 4,842 and $ 4,961 at March 31, 2026, and December 31, 2025, respectively)

223,545 224,667

7 unchanged sentences

5,000,000 shares authorized;

115,000 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

115,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

130,581 129,078

2 unchanged sentences

75,000,000 shares authorized;

28,891,348 and 28,168,267 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

29,363,201 and 29,118,178 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital 606,659 607,275

7 unchanged sentences

(in thousands, except for share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Subscription and support $ 46,091 $ 60,182

14 unchanged sentences

Divestiture-related expenses 22 1,745

Impairment of goodwill and other intangibles — — 2,469 87,227

Total operating expenses 31,707 46,659

1 unchanged sentence

Other income (expense):

Interest income (expense), net ( 4,204 ) 2,337 ( 10,783 ) ( 7,677 )

Interest expense, net ( 4,459 ) ( 2,443 )

Loss on divestitures of businesses — ( 23,457 )

Loss on debt extinguishment ( 2,301 ) — ( 2,301 ) —

Other income (expense), net 249 ( 229 ) ( 1,587 ) ( 109 )

Total other income (expense) ( 6,729 ) 2,108 ( 39,035 ) ( 7,786 )

Other expense, net ( 834 ) ( 241 )

Total other expense, net ( 5,293 ) ( 26,141 )

Loss before benefit from (provision for) income taxes ( 244 ) ( 27,193 )

10 unchanged sentences

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net loss $ ( 1,230 ) $ ( 25,848 )

2 unchanged sentences

Realized foreign currency gain — 5,715

Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes ( 1,491 ) 4,138 4,739 2,468

Unrealized translation gain on foreign currency denominated intercompany loans, net of taxes 71 1,498

Interest rate swaps, net of reclassifications into earnings ( 1,137 ) ( 3,890 )

6 unchanged sentences

(in thousands, except share amounts)

Three Months Ended September 30, 2025

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated

Deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Balance at June 30, 2025 115,000 $ 126,122 28,708,922 $ 3 $ 607,463 $ ( 9,374 ) $ ( 640,481 ) $ ( 42,389 )

Dividends accrued - Convertible Preferred Stock — 1,470 — — ( 1,470 ) — — ( 1,470 )

Issuance of stock under Company plans, net of shares withheld for tax — — 238,023 — ( 323 ) — — ( 323 )

Stock repurchases and retirements — — ( 55,597 ) ( 137 ) — — ( 137 )

Stock-based compensation — — — — 2,323 — — 2,323

Unrealized foreign currency translation adjustment — — — — — ( 969 ) — ( 969 )

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries — — — — — ( 1,491 ) — ( 1,491 )

Interest rate swaps — — — — — ( 1,672 ) — ( 1,672 )

Net loss — — — — ( 1,122 ) ( 1,122 )

Balance at September 30, 2025 115,000 $ 127,592 28,891,348 $ 3 $ 607,856 $ ( 13,506 ) $ ( 641,603 ) $ ( 47,250 )

Three Months Ended September 30, 2024

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated

Deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Balance at June 30, 2024 115,000 $ 120,403 27,265,746 $ 3 $ 603,526 $ ( 600 ) $ ( 596,441 ) $ 6,488

Dividends accrued - Convertible Preferred Stock — 1,406 — — ( 1,406 ) — — ( 1,406 )

Issuance of stock under Company plans, net of shares withheld for tax — — 175,222 — ( 190 ) — — ( 190 )

Stock-based compensation — — — — 3,423 — — 3,423

Foreign currency translation adjustment — — — — — 4,615 — 4,615

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries — — — — — 4,138 — 4,138

Interest rate swaps — — — — — ( 14,428 ) — ( 14,428 )

Net loss — — — — — — ( 1,733 ) ( 1,733 )

Balance at September 30, 2024 115,000 $ 121,809 27,440,968 $ 3 $ 605,353 $ ( 6,275 ) $ ( 598,174 ) $ 907

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Upland Software, Inc.

Condensed Consolidated Statements of Deficit - continued

(in thousands, except share amounts)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Preferred Stock Common Stock Additional

9 unchanged sentences

Issuance of stock under Company plans, net of shares withheld for tax — — 245,023 — ( 74 ) — — ( 74 )

Stock repurchases and retirements — — ( 55,597 ) — ( 137 ) — — ( 137 )

Stock-based compensation — — — — 961 — — 961

Unrealized foreign currency translation adjustment — — — — — ( 1,108 ) — ( 1,108 )

Realized foreign currency translation from divestitures of businesses — — — — — 4,423 — 4,423

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries — — — — — 4,739 — 4,739

Unrealized translation gain on intercompany loans with foreign subsidiaries

— — — — — 71 — 71

Interest rate swaps — — — — — ( 1,137 ) — ( 1,137 )

Net loss — — — — ( 1,230 ) ( 1,230 )

Balance at September 30, 2025 115,000 $ 127,592 28,891,348 $ 3 $ 607,856 $ ( 13,506 ) $ ( 641,603 ) $ ( 47,250 )

Nine Months Ended September 30, 2024

Balance at March 31, 2026 115,000 $ 130,581 29,363,201 $ 3 $ 606,659 $ ( 17,312 ) $ ( 641,738 ) $ ( 52,388 )

Three Months Ended March 31, 2025

Preferred Stock Common Stock Additional

9 unchanged sentences

Issuance of stock under Company plans, net of shares withheld for tax — — 316,012 — ( 494 ) — — ( 494 )

Stock repurchases and retirements — — ( 3,208,705 ) — ( 10,796 ) — — ( 10,796 )

Stock-based compensation — — — — 2,675 — — 2,675

Realized translation gain on divestitures of businesses

— — — — — 5,715 — 5,715

Foreign currency translation adjustment — — — — — 2,264 — 2,264

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries, net of taxes — — — — — 2,468 — 2,468

Unrealized translation gain on intercompany loans with foreign subsidiaries

— — — — — 1,498 — 1,498

Interest rate swaps — — — — — ( 3,890 ) — ( 3,890 )

Net loss — — — — — — ( 25,848 ) ( 25,848 )

Balance at September 30, 2024 115,000 $ 121,809 27,440,968 $ 3 $ 605,353 $ ( 6,275 ) $ ( 598,174 ) $ 907

Balance at March 31, 2025 115,000 $ 124,668 28,484,279 $ 3 $ 606,029 $ ( 16,403 ) $ ( 627,452 ) $ ( 37,823 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

4 unchanged sentences

Amortization of deferred costs 1,687 2,735

Foreign currency re-measurement (gain) loss 669 ( 759 )

Foreign currency re-measurement loss

Non-cash interest, net and other income, net ( 899 ) ( 1,186 )

Non-cash stock-based compensation expense 961 2,675

Non-cash loss on impairment of goodwill and other intangibles 2,469 87,227

Non-cash loss on divestitures of businesses — 23,457

Non-cash loss on retirement of fixed assets 2 2

Non-cash loss on debt extinguishment 2,301 —

Changes in operating assets and liabilities:

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Proceeds from the divestitures of businesses, net of cash transferred

Net cash provided by (used in) investing activities 7,965 ( 562 )

Net cash provided by investing activities 96 3,789

Financing activities

Proceeds from notes payable, net of debt discount 234,600 —

Payments on notes payable ( 4,822 ) ( 34,226 )

Payments of debt issuance costs ( 213 ) ( 3 )

Stock repurchases and retirement ( 137 ) ( 10,958 )

Taxes paid related to net share settlement of equity awards ( 74 ) ( 494 )

5 unchanged sentences

Supplemental disclosures of cash flow information:

Cash paid for interest, net $ 14,201 $ 24,409

Cash paid for interest, net of interest rate derivatives $ 5,814 $ 4,162

Cash paid for taxes, net of refunds $ 2,869 $ 1,976

Non-cash investing and financing activities:

Note receivable from divestiture of businesses, net of discount $ 4,881 $ —

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation.

The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other period.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other period.

The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K.

5 unchanged sentences

however, actual results could differ from those estimates.

Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of November 6, 2025, the date of issuance of this Quarterly Report on Form 10-Q.

Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 1, 2026, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change as new events occur and additional information is obtained.

2 unchanged sentences

The Company is required to maintain a letter of credit as collateral during the term of an operating lease for office space.

As of September 30, 2025 and December 31, 2024, we had $ 0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit.

As of March 31, 2026 and December 31, 2025, we had $ 0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):

9 unchanged sentences

To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.

No individual customer represented more than 10% of total revenues for the three and nine months ended September 30, 2025 or September 30, 2024.

One individual customer represented 10.9 % of accounts receivable as of September 30, 2025.

No individual customer represented more than 10% of accounts receivable as of December 31, 2024.

No individual customer represented more than 10% of total revenues for the three months ended March 31, 2026 or March 31, 2025 and no individual customer represented more than 10% of accounts receivable as of March 31, 2026 or December 31, 2025.

Recent Accounting Pronouncements

Recently issued accounting pronouncements - Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets related to credit losses for accounts receivable and contract assets.

ASU 2025-05 provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company adopted the standard on January 1, 2026, on a prospective basis and elected to apply the practical expedient to its estimate of expected credit losses for current accounts receivable and current contract assets.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Options .

ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company adopted this guidance effective January 1, 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements - Not Adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

In September 2025, the FASB issued accounting standards update (“ASU”) 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

3 unchanged sentences

The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In September 2025, FASB”) issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software Targeted Improvements to the Accounting for Internal-Use Software related to accounting for internal-use software costs.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software Targeted Improvements to the Accounting for Internal-Use Software related to accounting for internal-use software costs.

ASU 2025-06 improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

1 unchanged sentence

The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets related to credit losses for accounts receivable and contract assets.

This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the effects adoption of this guidance and does not anticipate a material impact on its consolidated financial statements.

In November 2024, the FASB, issued ASU 2024-04, Debt-Debt with Conversions and Other Options .

The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

2 unchanged sentences

The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The ASU is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of the new standard on its income tax disclosures and will adopt the standard for the fiscal year ending December 31, 2025.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements but anticipates expanded disclosures in its annual reporting.

Fair Value Measurements

8 unchanged sentences

Assets measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurements at September 30, 2025

Fair Value Measurements at March 31, 2026

Level 1 Level 2 Level 3 Total

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As the fair value measure is based on the market approach, they are categorized as Level 2.

The Company believes the carrying value of its long-term debt at September 30, 2025 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company.

The estimated fair value of the Company's debt, before debt discount, at September 30, 2025 and December 31, 2024 was $ 240.0 million and $ 293.7 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.

The Company believes the carrying value of its long-term debt at March 31, 2026 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company.

The estimated fair value of the Company's debt, before debt discount, at March 31, 2026 and December 31, 2025 was $ 233.7 million and $ 238.5 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.

The Company’s non-financial assets, such as property and equipment, goodwill and intangible assets, are recorded at fair value upon a business combination and are remeasured at fair value only if an impairment charge is recognized.

3 unchanged sentences

Goodwill and Other Intangible Assets

Changes in the Company’s goodwill balance for the nine months ended September 30, 2025 are summarized in the table below (in thousands):

Changes in the Company’s goodwill balance for the three months ended March 31, 2026 are summarized in the table below (in thousands):

Balance at December 31, 2025 $ 259,631

Divestitures of businesses ( 8,633 )

Foreign currency translation adjustment ( 1,355 )

Balance at September 30, 2025 $ 258,987

Balance at March 31, 2026 $ 258,276

The Company reviews its goodwill for impairment annually in the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill might not be recoverable.

5 unchanged sentences

Amortization Net Carrying

September 30, 2025:

March 31, 2026:

Customer relationships 7 - 10

19 unchanged sentences

Total intangible assets $ 235,724 $ 173,407 $ 62,317

During the nine months ended September 30, 2025, the Company divested certain product lines and their related intangible assets which resulted in a reduction of $ 31.9 million in the net carrying value of intangible assets.

Divestitures .

The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life.

During the nine months ended September 30, 2025, the Company identified a triggering event related to certain intangible assets associated with Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets .

The Company used a discounted cash flow analysis to estimate the fair value of the long-lived asset group.

As a result of the valuation, during the nine months ended September 30, 2025, the Company recorded a $ 2.5 million of impairment charge related to intangible assets associated with certain Sunset Assets.

No impairments of intangibles were recorded during the three months ended September 30, 2025 or the three and nine months ended September 30, 2024.

Total amortization expense was $ 7.3 million and $ 24.6 million during the three and nine months ended September 30, 2025, respectively, and $ 13.5 million and $ 40.5 million for the three and nine months ended September 30, 2024, respectively.

The Company’s income tax provision for the three and nine months ended September 30, 2025 and September 30, 2024 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur.

No impairments of intangibles were recorded during the three months ended March 31, 2026 or the three months ended March 31, 2025.

Total amortization expense was $ 6.4 million during the three months ended March 31, 2026, and $ 9.4 million for the three months ended March 31, 2025, respectively.

The Company’s income tax provision for the three months ended March 31, 2026 and March 31, 2025 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur.

The estimates are re-evaluated each quarter based on the estimated tax expense for the full year.

The income tax benefit of $ 0.3 million and $ 1.8 million for the three and nine months ended September 30, 2025, respectively, is largely comprised of the tax benefit due to divestitures of businesses during these periods.

The income tax benefit for the three months ended September 30, 2025 also includes tax benefits generated from the impact of U.S.

tax legislation, the One Big Beautiful Bill Act, enacted in July 2025.

These tax benefits are offset by income taxes associated with U.S.

The income tax provision of $ 0.5 million and $ 1.2 million for the three and nine months ended September 30, 2024, respectively, is largely comprised of foreign income taxes associated with the Company’s combined non-U.S.

operations which is partially offset by the non-cash deferred tax impacts of the goodwill impairment booked during the first quarter of 2024.

The Company historically incurred operating losses in the United States prior to 2021 and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at September 30, 2025 and December 31, 2024, respectively.

The Company has reflected uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets for which the balance is immaterial at September 30, 2025.

The income tax provision of $ 1.0 million for the three months ended March 31, 2026 is primarily related to the income taxes associated with non-U.S.

The income tax benefit of $ 1.3 million for the three months ended March 31, 2025 is largely comprised of the tax benefit due to divestitures of businesses during this period.

This tax benefit is offset by income taxes associated with U.S.

The Company historically incurred operating losses in the United States prior to 2021 and given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets at March 31, 2026 and December 31, 2025, respectively.

The Company has reflected uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets for which the balance is immaterial at March 31, 2026.

The Company and its subsidiaries file tax returns in the U.S.

2 unchanged sentences

The Company is no longer subject to U.S.

federal income tax examinations for years ending before December 31, 2021 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2020, other than where cross-border transactions extend the statute of limitations.

federal income tax examinations for years ending before December 31, 2022 and is no longer subject to state and local or foreign income tax

examinations by tax authorities for years ending before December 31, 2019.

operating losses generated in years prior to 2022 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Long-term debt consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Senior secured loans (includes unamortized discount and debt costs of $ 6,155 and $ 3,456 based on an imputed interest rate of 11.1 % and 6.6 %, at September 30, 2025 and December 31, 2024, respectively)

March 31, 2026 December 31, 2025

Senior secured loans (includes unamortized discount and debt costs of $ 6,006 and $ 6,094 based on an imputed interest rate of 10.4 % and 10.4 %, at March 31, 2026 and December 31, 2025, respectively)

$ 227,672 $ 232,406

1 unchanged sentence

Total long-term debt $ 223,545 $ 224,667

On July 25, 2025 (the “Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”) which provided for (i) a senior secured term loan facility in the aggregate principal amount of $ 240.0 million (the “Term Loan”) and (ii) a senior secured revolving credit facility in the aggregate principal amount of $ 30.0 million (the “Revolving Facility” and together with the Term Loan, the “Credit Facilities”).

On the Closing Date the proceeds of the Term Loan, together with cash on hand, were used to redeem all of the $ 258.1 million outstanding aggregate principal amount of the Company’s previous senior secured credit facility.

On July 25, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) which provided for (i) a senior secured term loan facility in the aggregate principal amount of $ 240.0 million (the “Term Loan”) and (ii) a senior secured revolving credit facility in the aggregate principal amount of $ 30.0 million (the “Revolving Facility” and together with the Term Loan, the “Credit Facilities”).

The Term Loan matures on July 25, 2031 and bears an interest rate of the secured overnight financing rate, which shall not be less than 1.5 %, plus a margin of 6.0 % per annum (with step downs and a potential step up at specified leverage levels).

At September 30, 2025, the floating interest rate was 10.3 % .

At March 31, 2026, the floating interest rate was 9.7 % .

Payments on the Term Loan are due quarterly in amounts equal to (a) 2.50 % per annum of the original principal amount of the Term Loan commencing beginning December 31, 2025 through September 30, 2026, (b) 1.75 % per annum of the original principal amount of the Term Loan commencing December 31, 2026 through September 30, 2027, and (c) 1.00 % per annum of the original principal amount of the Term Loan commencing December 31, 2027 and continuing each fiscal quarter thereafter, with the balance payable on the maturity date.

Excess Cash Flow payments due under the terms of the Credit Agreement were $ 0.2 million and $ 3.3 million at March 31, 2026 and December 31, 2025, respectively, and are included in current maturities of long-term debt in the condensed consolidated balance sheets.

The Revolving Facility matures on July 25, 2031 and bears the same interest rate as the Term Loan.

The proceeds of loans under the Revolving Facility can be used by the Company for working capital and other general corporate purposes.

No amounts were outstanding under the Revolving Facility as of September 30, 2025.

No amounts were outstanding under the Revolving Facility as of March 31, 2026.

The Credit Facilities contains customary representations, warranties, covenants, including financial covenant, and events of default.

2 unchanged sentences

The Revolving Facility is subject to the same covenants and terms as the Term Loan.

As of September 30, 2025, the Company was in compliance with all covenants under the Credit Facilities.

The Company’s previous senior secured credit agreement provided for (i) 7 year, senior secured term loans which were repaid July 25, 2025 with the proceeds of the Term Loan and (ii) a $ 60 million, 5 year, revolving credit facility which matured August 6, 2024 with no amounts drawn.

In conjunction with the repayment of the previous credit agreement, the Company incurred a loss on early extinguishment of debt of $ 2.3 million related to the write-off of unamortized debt discount and deferred financing fees, which was recorded as a loss on debt extinguishment in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

The Company incurred $ 6.9 million of lender fees (debt discount) and third party financing costs associated with the Credit Agreement

entered into in July 2025.

The lender fees and third party costs associated with the Term Loan are recorded as a direct deduction from the long-term debt and the lender fees and third party costs associated with the Revolving Facility are recorded in Other assets in the condensed consolidated balance sheets.

As of March 31, 2026, the Company was in compliance with all covenants under the Credit Facilities.

The Company’s previous senior secured credit agreement provided for 7 year, senior secured term loans which were repaid July 25, 2025 with the proceeds of the Term Loan.

Lender fees and third party costs associated with the Term Loan are recorded as a direct deduction from the long-term debt and lender fees and third party costs associated with the Revolving Facility are recorded in other assets in the condensed consolidated balance sheets.

All lender fees and third party costs are amortized into interest expense, net over the contractual term of the Credit Agreement.

Interest rate derivatives

In 2019 the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to their debt, effectively converting a portion of the balance of the Company's debt from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4 % through the maturity of the previous senior secured term loans, August 6, 2026.

In 2019 the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to their debt through the maturity of the previous senior secured term loans, August 6, 2026.

At the time the Company entered into the interest rate swap agreements, the Company designated all of the swaps as cash flow hedges.

3 unchanged sentences

Effective September 30, 2025, the Company entered into an interest rate cap agreement to limit exposure to interest rate risk, effectively capping the secured overnight financing rate at 4.5 % related to $ 120.0 million of their outstanding debt.

The interest rate cap is reported at fair value and is included in other assets on the condensed consolidated balance sheets, and the change in the fair value of the interest rate cap is reported in interest expense, net on the condensed consolidated statements of operations.

Amounts previously reported in accumulated other comprehensive loss related to the Company's interest rate swaps are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt or prepayments are made.

The impact of the Company’s interest rate swaps on its condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2025 and September 30, 2024 was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Unrealized loss recognized in other comprehensive loss on interest rate swaps

$ — $ ( 3,580 ) $ — $ ( 2,917 )

The interest rate cap is reported at fair value and is included in interest rate derivatives on the condensed consolidated balance sheets, and the change in the fair value of the interest rate cap is reported in interest expense, net on the condensed consolidated statements of operations.

The impact of the Company’s interest rate swaps on its condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and March 31, 2025 was as follows (in thousands):

Three Months Ended March 31,

Amounts reclassified from accumulated other comprehensive loss to interest expense, net

$ ( 1,137 ) $ ( 3,890 )

Total other comprehensive loss on interest rate swaps, net of reclassifications into earnings

$ ( 1,672 ) $ ( 14,428 ) $ ( 6,824 ) $ ( 16,707 )

The impact of the Company’s interest rate derivatives on its condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and September 30, 2024 was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The impact of the Company’s interest rate derivatives on its condensed consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025 was as follows (in thousands):

Three Months Ended March 31,

Unrealized gain (loss) in fair value of interest rate derivatives

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Amounts reclassified from accumulated other comprehensive loss to interest expense, net

1,672 10,848 6,824 13,790

Cash payments

— 2,500 3,163 7,384

Cash payments on interest rate swaps

Total income (expense) from interest rate derivatives in interest expense, net

$ 1,227 $ 3,389

Cash interest costs averaged 7.1 % and 6.9 % for the nine months ended September 30, 2025 and 2024, respectively.

Cash interest costs averaged 9.7 % and 5.9 % for the three months ended March 31, 2026 and 2025, respectively.

Net Loss Per Share

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The following table sets forth the computations of net loss per share (in thousands, except share and per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net Loss $ ( 1,230 ) $ ( 25,848 )

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Net loss per common share, basic and diluted $ ( 0.09 ) $ ( 0.97 )

Due to the net losses for the three and nine months ended September 30, 2025 and September 30, 2024, respectively, basic and diluted net loss per share were the same.

Due to the net losses for the three months ended March 31, 2026 and March 31, 2025, respectively, basic and diluted net loss per share were the same.

The Company uses the application of the if-converted method for calculating diluted earnings per share on its Series A Preferred Stock.

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All potential shares of common stock are antidilutive in periods of net loss.

Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):

September 30,

Stock options 71,632 103,561

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Total anti–dilutive common share equivalents 10,125,435 10,516,934

(1) As of September 30, 2025 , the Series A Preferred Stock plus accumulated dividends totaled $ 132.1 million.

(1) As of March 31, 2026 , the Series A Preferred Stock plus accumulated dividends totaled $ 135.1 million.

The Series A Preferred Stock has a conversion price of $ 17.50 per share, as detailed in “ Note 9.

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In the normal course of business, the Company is involved in various lawsuits and legal proceedings.

The Company does not anticipate that any current or pending legal proceedings will have a material adverse effect on the Company's condensed consolidated balances sheets or condensed consolidated statements of operations.

The Company does not anticipate that any current or pending legal proceedings will have a material adverse effect on the Company's condensed consolidated balance sheets or condensed consolidated statements of operations.

Letter of Credit

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The letter of credit expires July 2029.

The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of September 30, 2025.

The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of March 31, 2026.

Mezzanine Equity

Series A Convertible Preferred Stock

On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $ 0.0001 per share, at a price of $ 1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $ 115.0 million (the “Investment”).

On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser.

As of March 31, 2026 and December 31, 2025, there were 115,000 shares of Series A Preferred Stock of the Company, par value $ 0.0001 per share, issued and outstanding.

The Series A Preferred Stock was issued on August 23, 2022 for an aggregate purchase price $ 115.0 million.

In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses of $ 4.6 million comprised of transaction fees, and financial advisory and legal expenses which reduced the carrying value of the Series A Preferred Stock.

The Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the Common Stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.

Holders of the Series A Preferred Stock have certain customary registration rights with respect to any shares of Series A Preferred Stock or the Common Stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.

Dividend Provisions

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The Series A Preferred Stock has an Initial Liquidation Preference of $ 1,000 per share, representing an aggregate Liquidation Preference (as defined below) of $ 1,000 upon issuance.

Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5 % per annum, within the first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment.

Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5 % per annum, within the first seven years after August 23, 2022 regardless of whether declared or assets are legally available for the payment.

Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares.

The dividend rate will increase to 7.0 % on the seven -year anniversary of the Closing Date.

The dividend rate will increase to 7.0 % on the seven -year anniversary of August 23, 2022.

The dividend can be paid, in the Company’s sole discretion, in cash or dividend in kind by adding to the Liquidation Preference of each share of Series A Preferred Stock outstanding.

On June 7, 2023, the stockholders of the Company authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock).

in the Certificate of Designation designating the terms of such Series A Preferred Stock).

The Series A Preferred Stock is also entitled to fully participate in any dividends paid to the holders of Common Stock in cash, in stock or otherwise, on an as-converted basis.

The Series A Preferred Stock had accrued unpaid dividends of $ 17.1 million as of September 30, 2025, representing 979,845 Common Stock shares upon conversion at $ 17.50 per share.

The Series A Preferred Stock had accrued unpaid dividends of $ 20.1 million as of March 31, 2026, representing 1,150,705 Common Stock shares upon conversion at $ 17.50 per share.

Liquidation Rights

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The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company.

As of September 30, 2025, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $ 132.1 million.

As of March 31, 2026, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $ 135.1 million.

Optional Redemption

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The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors of the Company (the “Board of Directors”) for so long as holders of the Series A Preferred Stock own in the aggregate at least 5 % of the shares of Common Stock on a fully diluted basis.

In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board

of Directors for so long as they hold at least 10 % of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.

In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10 % of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.

Conversion Feature

The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of Common Stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $ 17.50 (the “Conversion Price”).

The Conversion Price is subject to adjustment in the following events:

• Stock splits and combinations

• Tender offers or exchange offers

• Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten consecutive trading days

• Spin-offs and other distributed property

• Issuance of equity-linked securities at a price per share less than the conversion price

The Conversion Price is subject to adjustment in certain events.

Anti-Dilution Provisions

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Share Repurchase Programs

In September 2023, the Board of Directors authorized a stock repurchase program (the “2023 Share Repurchase Plan”) in the aggregate amount of up to $ 25 million (inclusive of any taxes payable as a result of such repurchase) that allowed the Company to repurchase shares of its issued and outstanding Common Stock.

The 2023 Share Repurchase Plan expired in May 2024 when the Company had repurchased all shares authorized for repurchase.

On August 15, 2025, the Board of Directors authorized a stock repurchase program (the “2025 Share Repurchase Plan”) in the aggregate amount of up to $ 10 million (inclusive of any taxes payable as a result of such repurchase) that would allow the Company to repurchase shares of its issued and outstanding common stock, par value $ 0.0001 per share (“Common Stock”) from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws so long as the aggregate purchase price paid for such transactions does not exceed $ 10 million (inclusive of any taxes payable as a result of such repurchase) for all such purchases.

The authorization does not have a specified expiration date.

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The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion.

In the three and nine months ended September 30, 2025, the Company purchased 55,597 shares as part of the 2025 Stock Repurchase Plan at an average price of $ 2.44 per share, excluding commission costs and the impact of excise taxes.

As of September 30, 2025, $ 9.9 million was still available for share repurchases under the 2025 Share Repurchase Plan.

In the three months ended March 31, 2026, the Company did not purchase shares as part of the 2025 Stock Repurchase Plan.

As of March 31, 2026, $ 9.9 million was still available for share repurchases under the 2025 Share Repurchase Plan.

Tax Benefit Preservation Plan and Preferred Stock Purchase Rights

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The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code.

The 2024 Tax Benefit Preservation Plan

is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors.

The 2024 Tax Benefit Preservation Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors.

As part of the 2024 Tax Benefit Preservation Plan, the Board declared a dividend of one preferred stock purchase right (a “2024 Right” and collectively the “2024 Rights”) for each outstanding share of Common Stock payable as of June 15, 2024.

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Other comprehensive income (loss) items are recorded in the stockholders’ deficit section of the condensed consolidated balance sheets and are excluded from net loss.

Other comprehensive income consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S.

dollar, unrealized translation losses on intercompany loans with foreign subsidiaries, and realized and unrealized gains on interest rate swaps.

Other comprehensive income consists primarily of unrealized foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S.

dollar, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries when repayment of those loans is not anticipated in the foreseeable future, and gains (losses) on interest rate swaps, net of amounts reclassified into interest expense, net.

The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ deficit section of the condensed consolidated balance sheets at the dates indicated (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses $ ( 16,331 ) $ ( 15,223 )

Unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, net of taxes ( 1,738 ) ( 6,477 )

Unrealized translation losses on intercompany loans with foreign subsidiaries, net of taxes ( 2,534 ) ( 2,605 )

Unrealized gains on interest rate swaps, net of amounts reclassified into interest expense, net 1,553 2,690

Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net — 1,626

Total accumulated other comprehensive loss $ ( 17,312 ) $ ( 15,138 )

During the nine months ended September 30, 2025, the Company divested certain product lines and reclassified $ 4.4 million of the cumulative foreign currency translation adjustment as a component of the loss on divestitures.

Divestitures .

The Company has intercompany loans that were used to fund the acquisitions of foreign subsidiaries.

Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of AOCI.

The unrealized translation losses on intercompany loans with foreign subsidiaries as of September 30, 2025 and December 31, 2024 are net of income tax of $ 1.6 million and $ 1.4 million, respectively.

The tax detriment related to unrealized translation gains (losses) on intercompany loans for the three and nine months ended September 30, 2025 was $ 0.1 million and $( 0.2 ) million, respectively and for the three and nine months ended September 30, 2024 was $ 0.1 million detriment and $ 0.3 million benefit, respectively.

The income tax expense/benefit allocated to each component of other comprehensive income for all other periods and components is not material.

The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.

The unrealized translation losses on intercompany loans considered long-term in nature with foreign subsidiaries as of March 31, 2026 and December 31, 2025 are net of income tax of $ 1.4 million and $ 1.5 million, respectively.

The functional currency of foreign subsidiaries are the local currencies.

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The related translation adjustments are recorded in a separate component of stockholders' deficit in AOCI.

The income tax expense/benefit allocated to each component of other comprehensive income for all periods and components is not material.

The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.

Stock-Based Compensation

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Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards.

The following table summarizes PSU and RSU activity during the nine months ended September 30, 2025:

The following table summarizes PSU and RSU activity during the three months ended March 31, 2026:

Number of Units Weighted-Average Grant Date Fair Value

3 unchanged sentences

Forfeited ( 170,419 ) 3.50

Unvested restricted units outstanding as of September 30, 2025 2,327,512 $ 5.39

The PSU and RSU activity table above includes 100,000 PSUs granted in 2023 and 250,000 PSUs granted in 2025 based on a 100 % target payout.

Unvested restricted units outstanding as of March 31, 2026 2,331,670 $ 3.57

The PSU and RSU activity table above includes 250,000 PSUs granted in 2025 based on a 100 % target payout and still outstanding at March 31, 2026 .

Compensation cost related to awards is based on the fair market value at the time of the grant.

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The PSUs vest upon the achievement of specified market performance thresholds.

The PSUs have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance up to a maximum of 200 % and 300 %, depending on the specified performance condition and the level of achievement obtained, for the 2023 PSUs and 2025 PSUs, respectively.

The PSUs have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance up to a maximum of 300 %, depending on the specified performance condition and the level of achievement obtained.

The fair value of PSUs is determined using the Monte Carlo simulation model.

Compensation expense for PSUs is recognized over the requisite service period and is not subject to adjustment regardless of whether the PSUs meet the performance metric.

The significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the nine months ended September 30, 2025 was as follows:

Expected volatility 81.9 %

Risk-free interest rate 4.2 %

Remaining performance period (in years) 3.08

Dividend yield —

The Company recognizes stock-based compensation expense from all awards in the following expense categories included in the condensed consolidated statements of income (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of revenue $ 86 $ 121

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Revenue Recognition

Revenue Recognition Policy

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally

when made available to the customers.

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

Revenue is recognized net of sales credits and allowances.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers :

• Identification of the contract with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

Performance obligations under customer contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment.

Subscription and Support Revenue

The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software.

Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer.

As customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided.

Subscription contracts are generally 1 to 3 years in length.

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met.

Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and are invoiced concurrently.

Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service programs and campaigns.

As discussed further in the “Principal vs.

Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.

Perpetual License Revenue

The Company also records revenue from the sales of proprietary software products under perpetual licenses.

Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer.

The majority of the Company’s products do not require significant customization.

Professional Services Revenue

Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training.

The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality.

Revenue from professional services are recognized over time as such services are performed.

Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion.

Revenue for consumption-based services are generally recognized as the services are performed.

Performance Obligations and Standalone Selling Price

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting.

The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses.

For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”), of each distinct good or service in the contract.

We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied.

We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.

Principal vs.

Agent Considerations

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements.

Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output.

The Company's control is

evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing.

While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.

Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue.

As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue.

Revenue provided from agreements in which the Company is an agent are immaterial.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue.

Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our condensed consolidated balance sheets.

A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations.

Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue noncurrent on the accompanying condensed consolidated balance sheets at the end of each reporting period.

Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees.

We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

Our payment terms vary by the type and location of our customer and the products or services offered.

The term between invoicing and when payment is due is not significant.

For certain products or services and customer types, we require payment before the products or services are delivered to the customer.

Unbilled Receivables

Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment.

As of September 30, 2025 and December 31, 2024, unbilled receivables were $ 4.8 million and $ 3.4 million, respectively.

Deferred Commissions

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Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years.

The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology.

Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated average contractual renewal term of 18 months.

We utilize the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts.

The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion.

Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations.

Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy.

No indicators of impairment were identified during the nine months ended September 30, 2025.

Amortization of deferred commissions in excess of commissions capitalized for the three and nine months ended September 30, 2025 was $ 0.1 million and $ 1.2 million, respectively and for the three and nine months ended September 30, 2024 was $ 0.9 million and $ 1.9 million, respectively.

No indicators of impairment were identified during the three months ended March 31, 2026.

Amortization of deferred commissions in excess of commissions capitalized for the three months ended March 31, 2026 the three months ended March 31, 2025 was $ 0.2 million and $ 0.7 million, respectively.

Deferred Revenue

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Deferred revenue is mainly unearned revenue related to subscription services and support services.

During the nine months ended September 30, 2025, we recognized $ 75.3 million and $ 1.6 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.

During the three months ended March 31, 2026, we recognized $ 30.9 million and $ 0.6 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.

Remaining Performance Obligations

As of September 30, 2025, approximately $ 158.9 million of revenue is expected to be recognized from remaining performance obligations.

As of March 31, 2026, approximately $ 165.2 million of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 68 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located.

The ship-to country is generally the same as the billing country.

The Company has operations primarily in the United States, United Kingdom and Canada.

Information about these operations is presented below (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Subscription and support:

United States $ 35,331 $ 45,829 $ 116,101 $ 140,894

United Kingdom 4,244 8,185 17,033 25,657

Canada 2,919 3,241 8,940 9,786

Other International 5,231 6,516 16,300 20,016

Total subscription and support revenue 47,725 63,771 158,374 196,353

Perpetual license:

United States 480 501 1,452 2,072

United Kingdom 83 100 268 255

Canada 16 35 161 186

Other International 581 470 2,086 1,793

Total perpetual license revenue 1,160 1,106 3,967 4,306

Professional services:

United States 993 1,089 3,122 3,534

United Kingdom 182 211 645 725

Canada 147 139 492 473

Other International 319 376 964 1,376

Total professional service revenue 1,641 1,815 5,223 6,108

Total revenue $ 50,526 $ 66,692 $ 167,564 $ 206,767

During the nine months ended September 30, 2025, the Company completed divestitures of certain product lines for combined total consideration of $ 15.5 million with up to $ 4.0 million in earn-outs over the next 2 years.

Total consideration included a secured promissory note in the principal amount of $ 5.5 million to be repaid quarterly over 5 years bearing interest at 10 % annually.

The Company recognized the promissory note at its fair value of $ 4.9 million on the date of sale.

The Company evaluated the collectability of the promissory note at inception and based on that evaluation the Company provided a $ 1.5 million reserve which was recorded as an additional loss on the divestiture of the product lines.

At September 30, 2025, the book value of the note was $ 3.2 million.

The Company will continue to monitor the collectability of the note and will record adjustments to the estimated net realizable value as deemed necessary until the note is settled.

This note matures in 2030.

At September 30, 2025, the current portion of the promissory note of $ 0.7 million is recorded in prepaid and other current assets on the Company’s condensed consolidated

balance sheets and the long-term portion of the promissory note of $ 4.0 million is recorded in other assets on the Company’s condensed consolidated balance sheets.

During the three months ended March 31, 2026, the Company did not execute any divestitures.

Proceeds for divestitures completed in 2025 included a secured promissory note in the original principal amount of $ 5.5 million to be repaid quarterly over 5 years bearing interest at 10 % annually through maturity in July 2030.

At March 31, 2026, the book value of the note receivable was $ 2.8 million including a reserve for potential credit loss.

The Company monitors the collectability of the note and will record adjustments to the estimated net realizable value as deemed necessary until the note is settled.

At March 31, 2026, the current portion of the promissory note less associated reserve was $ 0.8 million and is recorded in prepaid and other current assets on the Company’s condensed consolidated balance sheets and the long-term portion of the promissory note less associated reserve was $ 3.6 million and is recorded in other assets on the Company’s condensed consolidated balance sheets.

The Company's interest in this note receivable is a variable interest and the underlying entity is a variable interest entity (“VIE”).

The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and accordingly, the VIE is not consolidated.

For the three and nine months ended September 30, 2025, the combined net losses on divestitures were $ 0.5 million and $ 24.4 million, respectively.

The Company incurred divestiture-related expenses of $ 0.8 million and $ 9.4 million, respectively, during the three and nine months ended September 30, 2025 which are recorded in divestiture-related expenses on the Company’s condensed consolidated statements of operations.

In conjunction with the divestitures, the Company terminated a legacy vendor contract related to out-sourced research and development for a one-time fee and other cancellation costs of $ 5.5 million which is included in divestiture-related expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2025.

As part of the divestitures, the Company entered into transition services agreements (each a “TSA”) with each of the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance and accounting, for an initial period of 60 - 120 days unless extended by mutual agreement.

The Company has $ 0.9 million in TSA receivables and escrow due from the buyers recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets at September 30, 2025.

As part of the divestitures, the Company entered into a transition services agreement (“TSA”) with the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance and accounting, for an initial period of 60 - 120 days unless extended by mutual agreement.

As of March 31, 2026 and March 31, 2025, the Company has $ 0.2 million and $ 2.0 million, respectively, in TSA receivables and escrow due from the buyers recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets.

During the three months ended March 31, 2025, the Company completed the divestitures of certain product lines for combined consideration of $ 5.5 million and up to $ 4.0 million in earn-outs over 2 years.

The combined net loss on divestitures was $ 23.5 million for the three months ended March 31, 2025.

The Company incurred divestiture-related expenses of $ 1.7 million during the three months ended March 31, 2025 which are recorded in divestiture-related expenses on the Company’s condensed consolidated statements of operations.

Segment Information

The Company’s Chief Executive Officer is considered to be the Company’s chief operating decision-maker (“CODM”).

The CODM manages the business as a multi-product cloud-based software application business that utilizes a singular operating model to deliver a consistently high level of operating performance to customers regardless of their geography or IT environment.

The CODM manages the business as a multi-product cloud-based software application business that utilizes a singular operating model to deliver a

consistently high level of operating performance to customers regardless of their geography or IT environment.

Operating results are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance.

4 unchanged sentences

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

Subsequent Events

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 10, 2026, on April 7, 2026, the Company received a notification letter (the “Deficiency Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (Rule “5450(a)(1)”).

The Deficiency Notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s common stock on the Nasdaq Global Market.

The Company's common stock will continue to trade on the Nasdaq Global Market under the symbol “UPLD” at this time.

The Company intends to actively monitor the closing bid price of its common stock and to consider plans for regaining compliance with Rule 5450(a)(1).

While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the applicable rules during the 180-day compliance period ending on October 5, 2026, any additional compliance period, or at all.

Additional information regarding the Deficiency Notice can be found in the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2026.

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-Q

Item 1. Financial Statements