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Item 1. Financial Statements

2026-08-14 compared with 2026-05-01 · 187 added, 98 removed, 475 unchanged (38% of the section changed)

Financial Statements

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

1 unchanged sentence

Restricted cash 626 626

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

Accounts receivable (net of allowance of $ 80 and $ 140 at June 30, 2026, and December 31, 2025, respectively)

19,850 25,603

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Operating lease liabilities, current 646 817

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

Current maturities of notes payable (includes unamortized discount of $ 1,162 and $ 1,133 at June 30, 2026, and December 31, 2025, respectively)

Total current liabilities 80,218 93,760

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

Notes payable, less current maturities (includes unamortized discount of $ 4,571 and $ 4,961 at June 30, 2026, and December 31, 2025, respectively)

219,723 224,667

7 unchanged sentences

5,000,000 shares authorized;

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

115,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

132,102 129,078

2 unchanged sentences

75,000,000 shares authorized;

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

2,957,191 and 2,911,818 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Additional paid-in capital 605,917 607,278

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Subscription and support $ 46,152 $ 50,467 $ 92,243 $ 110,649

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Divestiture-related expenses — 6,879 22 8,624

Impairment of goodwill and other intangibles 35,246 2,469 35,246 2,469

Total operating expenses 67,165 46,983 98,872 93,642

Income (loss) from operations 5,049 ( 1,052 )

Loss from operations ( 29,694 ) ( 7,035 ) ( 24,645 ) ( 8,087 )

Other income (expense):

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(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 35,318 ) $ ( 13,029 ) $ ( 36,548 ) $ ( 38,877 )

1 unchanged sentence

Unrealized foreign currency translation adjustment ( 204 ) 4,851 ( 1,312 ) 7,115

Realized foreign currency gain — 5,715

Realized foreign currency gain (loss) — ( 1,292 ) — 4,423

Unrealized translation gain on foreign currency denominated intercompany loans, net of taxes 13 4,732 84 6,230

7 unchanged sentences

(in thousands, except share amounts)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Preferred Stock Common Stock Additional

6 unchanged sentences

Shares Amount Shares Amount

Balance at December 31, 2025 115,000 $ 129,078 29,118,178 $ 3 $ 607,275 $ ( 15,138 ) $ ( 640,508 ) $ ( 48,368 )

Balance at March 31, 2026 115,000 $ 130,581 2,936,320 $ — $ 606,662 $ ( 17,312 ) $ ( 641,738 ) $ ( 52,388 )

Dividends accrued - Convertible Preferred Stock — 1,521 — — ( 1,521 ) — — ( 1,521 )

Issuance of stock under Company plans, net of shares withheld for tax — — 20,972 — ( 53 ) — — ( 53 )

Fractional share adjustment due to reverse stock split — — ( 101 ) — ( 1 ) — — ( 1 )

Stock-based compensation — — — — 830 — — 830

4 unchanged sentences

Net loss — — — — ( 35,318 ) ( 35,318 )

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

Balance at June 30, 2026 115,000 $ 132,102 2,957,191 $ — $ 605,917 $ ( 18,614 ) $ ( 677,056 ) $ ( 89,753 )

Three Months Ended June 30, 2025

Preferred Stock Common Stock Additional

6 unchanged sentences

Shares Amount Shares Amount

Balance at December 31, 2024 115,000 $ 123,230 28,168,267 $ 3 $ 605,286 $ ( 21,990 ) $ ( 601,604 ) $ ( 18,305 )

Balance at March 31, 2025 115,000 $ 124,668 2,848,428 $ — $ 606,032 $ ( 16,403 ) $ ( 627,452 ) $ ( 37,823 )

Dividends accrued - Convertible Preferred Stock — 1,454 — — ( 1,454 ) — — ( 1,454 )

1 unchanged sentence

Stock-based compensation — — — — 3,074 — — 3,074

Realized translation gain on divestitures of businesses

— — — — — 5,715 — 5,715

Realized foreign currency translation from divestitures of businesses — — — — — ( 1,292 ) — ( 1,292 )

Foreign currency translation adjustment — — — — — 4,851 — 4,851

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Net loss — — — — — — ( 13,029 ) ( 13,029 )

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

Balance at June 30, 2025 115,000 $ 126,122 2,870,892 $ — $ 607,466 $ ( 9,374 ) $ ( 640,481 ) $ ( 42,389 )

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

Upland Software, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit - continued

(in thousands, except share amounts)

Six Months Ended June 30, 2026

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated

Deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Balance at December 31, 2025 115,000 $ 129,078 2,911,818 $ — $ 607,278 $ ( 15,138 ) $ ( 640,508 ) $ ( 48,368 )

Dividends accrued - Convertible Preferred Stock — 3,024 — — $ ( 3,024 ) — — ( 3,024 )

Issuance of stock under Company plans, net of shares withheld for tax — — 45,474 — ( 127 ) — — ( 127 )

Fractional share adjustment due to reverse stock split — — ( 101 ) — ( 1 ) — — ( 1 )

Stock-based compensation — — — — 1,791 — — 1,791

Unrealized foreign currency translation adjustment — — — — — ( 1,312 ) — ( 1,312 )

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries — — — — — 84 — 84

Interest rate swaps — — — — — ( 2,248 ) — ( 2,248 )

Net loss — — — — — — ( 36,548 ) ( 36,548 )

Balance at June 30, 2026 115,000 $ 132,102 2,957,191 $ — $ 605,917 $ ( 18,614 ) $ ( 677,056 ) $ ( 89,753 )

Six Months Ended June 30, 2025

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated

Deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Balance at December 31, 2024 115,000 $ 123,230 2,816,827 $ — $ 605,289 $ ( 21,990 ) $ ( 601,604 ) $ ( 18,305 )

Dividends accrued - Convertible Preferred Stock — 2,892 — — ( 2,892 ) — — ( 2,892 )

Issuance of stock under Company plans, net of shares withheld for tax — — 54,065 — ( 680 ) — — ( 680 )

Stock-based compensation — — — — 5,749 — — 5,749

Realized translation loss on divestiture of businesses — — — — — 4,423 — 4,423

Foreign currency translation adjustment — — — — — 7,115 — 7,115

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries, net of taxes — — — — — 6,230 — 6,230

Interest rate swaps — — — — — ( 5,152 ) — ( 5,152 )

Net loss — — — — — — ( 38,877 ) ( 38,877 )

Balance at June 30, 2025 115,000 $ 126,122 2,870,892 $ — $ 607,466 $ ( 9,374 ) $ ( 640,481 ) $ ( 42,389 )

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

Upland Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

7 unchanged sentences

Non-cash stock-based compensation expense 1,791 5,749

Non-cash loss on impairment of goodwill and other intangibles 35,246 2,469

Non-cash loss on divestitures of businesses — 23,891

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Cash paid for taxes, net of refunds $ 5,053 $ 5,148

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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Organization and Nature of Operations

Upland Software, Inc., together with its wholly owned subsidiaries (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation headquartered in Austin, Texas, is a leader in AI-powered knowledge and content management software.

Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance.

More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption.

Upland Software, Inc., together with its wholly owned subsidiaries (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation headquartered in Austin, Texas, provides an intelligence layer that unifies and contextualizes enterprise knowledge, content, and data, turning isolated information into actionable outcomes for every human and agent.

More than 1,100 enterprise customers rely on Upland's deep domain expertise to drive measurable, value-add outcomes, unlocking the full potential of AI as their organizations evolve.

The Company's customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, retail, and hospitality.

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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 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 results of operations for the six months ended June 30, 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.

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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 May 1, 2026, 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 August 14, 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.

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

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.

As of June 30, 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):

3/31/2026 12/31/2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 31,044 $ 29,398

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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 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.

No individual customer represented more than 10% of total revenues for the three and six months ended June 30, 2026 or June 30, 2025 and no individual customer represented more than 10% of accounts receivable as of June 30, 2026 or December 31, 2025.

Recent Accounting Pronouncements

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

Reverse Stock Split

On June 3, 2026, the Company filed a Certificate of Amendment to the A&R Charter with the Secretary of State of the State of Delaware, which effected a 1-for-10 reverse stock split of its issued and outstanding common stock at 12:01 AM Eastern Time on June 17, 2026 (the "Reverse Stock Split").

All share and per share amounts presented in the accompanying condensed consolidated

financial statements and related notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Stockholders' Deficit.

Fair Value Measurements

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

Fair Value Measurements at March 31, 2026

Fair Value Measurements at June 30, 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 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 believes the carrying value of its long-term debt at June 30, 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 June 30, 2026 and December 31, 2025 was $ 229.6 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.

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Goodwill and Other Intangible Assets

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

Changes in the Company’s goodwill balance for the six months ended June 30, 2026 are summarized in the table below (in thousands):

Balance at December 31, 2025 $ 259,631

Impairment of goodwill ( 35,246 )

Foreign currency translation adjustment ( 1,692 )

Balance at March 31, 2026 $ 258,276

Balance at June 30, 2026 $ 222,693

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.

As a result of the sustained decline of the Company’s stock price impacting its market capitalization during the three months ended June 30, 2026, and the potential impact of its current operating results on the long-range forecast, the Company performed a quantitative impairment evaluation, which resulted in a goodwill impairment of $ 35.2 million.

The quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were:

a) a discounted cash flow method and b) a guideline public company method.

The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value.

The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of the Company’s weighted average cost of capital.

Under the guideline public company method, the Company estimates fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company.

The Company will continue to evaluate goodwill for impairment and adjust as indicators arise.

If the Company’s stock price further declines or operational results do not meet expectations, additional material goodwill impairments could occur.

Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its historical business acquisitions.

4 unchanged sentences

Amortization Net Carrying

March 31, 2026:

June 30, 2026:

Customer relationships 7 - 10

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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.

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.

No impairments of identifiable intangibles were recorded during the three or six months ended June 30, 2026.

During the three months ended June 30, 2025, the Company identified a triggering event related to certain identifiable intangible assets associated with Sunset Assets and performed a valuation of those 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 three months ended June 30, 2025 the Company recorded a $ 2.5 million of impairment charge related to identifiable intangible assets associated with certain Sunset Assets.

Total amortization expense was $ 6.2 million and $ 12.6 million during the three and six months ended June 30, 2026, and $ 7.9 million and $ 17.3 million for the three and six months ended June 30, 2025, respectively.

The Company’s income tax provision for the three and six months ended June 30, 2026 and June 30, 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 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.

The income tax provision of $ 0.8 million and $ 1.8 million for the three and six months ended June 30, 2026 is primarily related to the income taxes associated with non-U.S.

The income tax benefit of $ 0.2 million and $ 1.5 million for the three and six months ended June 30, 2025 is primarily related to the deferred tax benefit due to the divestitures of businesses during the periods.

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 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 June 30, 2026.

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

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The Company is no longer subject to U.S.

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.

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):

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)

June 30, 2026 December 31, 2025

Senior secured loans (includes unamortized discount and debt costs of $ 5,733 and $ 6,094 based on an imputed interest rate of 10.4 % and 10.4 %, at June 30, 2026 and December 31, 2025, respectively)

$ 223,843 $ 232,406

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

At June 30, 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.

Excess Cash Flow payments due under the terms of the Credit Agreement were $ 0.6 million and $ 3.3 million at June 30, 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.

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.

No amounts were outstanding under the Revolving Facility as of June 30, 2026.

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

The Credit Facilities are secured by substantially all of the Company’s assets, subject to certain exclusions.

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

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

As of June 30, 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.

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

In August 2024, the Company de-designated all of the interest rate swaps and the realized and unrealized gains previously recognized as a component of accumulated other comprehensive loss are being amortized to interest expense, net as interest is accrued or prepayments are made on the Company’s debt.

In August 2024, the Company de-designated all of the interest rate swaps.

The realized and unrealized gains previously recognized in accumulated other comprehensive loss are being amortized to interest expense, net, as interest is accrued or prepayments are made on the Company’s debt.

Subsequent to the de-designation, changes in the fair value of the interest rate swaps were recorded to interest expense, net.

On July 18, 2025, the Company sold all of its remaining floating-to-fixed interest rate swap agreements.

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.

Effective September 30, 2025, the Company entered into an interest rate cap agreement that expires on September 30, 2027 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 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

Amounts reclassified from accumulated other comprehensive loss to interest expense, net, related to the Company’s interest rate swaps were $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2026, respectively, and $ 1.3 million and $ 5.2 million, for the three and six months ended June 30, 2025, respectively.

The impact of the Company’s interest rate derivatives on its condensed consolidated statements of operations for the three and six months ended June 30, 2026 and June 30, 2025 was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

1 unchanged sentence

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

1,111 1,262 2,248 5,152

Cash payments on interest rate swaps

— 1,499 — 3,163

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

$ 1,126 $ 1,479 $ 2,353 $ 4,869

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

Cash interest costs averaged 9.7 % and 5.9 % for the six months ended June 30, 2026 and 2025, respectively.

Net Loss Per Share

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The Company considers its Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on its Common Stock on an as-converted basis.

All share and per share amounts presented herein have been retroactively adjusted to reflect the Reverse Stock Split.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Loss $ ( 35,318 ) $ ( 13,029 ) $ ( 36,548 ) $ ( 38,877 )

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Net loss per common share, basic and diluted $ ( 12.53 ) $ ( 5.08 ) $ ( 13.52 ) $ ( 14.72 )

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.

Due to the net losses for the three and six months ended June 30, 2026 and June 30, 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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Total anti–dilutive common share equivalents 1,040,002 1,024,289

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

(1) As of June 30, 2026 , the Series A Preferred Stock plus accumulated dividends totaled $ 136.7 million.

The Series A Preferred Stock has a conversion price of $ 175.00 per share, as detailed in “ Note 9.

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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 March 31, 2026.

The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of June 30, 2026.

Mezzanine Equity

Series A Convertible Preferred Stock

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.

As of June 30, 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.

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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).

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 $ 20.1 million as of March 31, 2026, representing 1,150,705 Common Stock shares upon conversion at $ 17.50 per share.

The Series A Preferred Stock had accrued unpaid dividends of $ 21.7 million as of June 30, 2026, representing 123,758 Common Stock shares upon conversion at $ 175.00 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 March 31, 2026, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $ 135.1 million.

As of June 30, 2026, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $ 136.7 million.

Optional Redemption

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Stockholders' Deficit

Reverse Stock Split

On June 3, 2026, the Company filed a Certificate of Amendment to the its charter with the Secretary of State of the State of Delaware, which effected a 1-for-10 reverse stock split of its issued and outstanding common stock at 12:01 AM Eastern Time on June 17, 2026.

As a result of the Reverse Stock Split, every ten shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, without any change in par value per share, which remained $ 0.0001 per share.

The Reverse Stock Split did not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in fractional shares.

No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof.

All outstanding stock options, restricted stock units, and other equity-based awards, as well as the number of shares available for issuance under the Company’s 2024 Omnibus Incentive Plan, as amended, were proportionately adjusted in accordance with their respective terms.

All share and per share amounts presented in the accompanying condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

The common stock has a par value of $ 0.0001 per share.

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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 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.

In the three and six months ended June 30, 2026, the Company did not purchase shares as part of the 2025 Stock Repurchase Plan.

As of June 30, 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 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 following figures have been adjusted to reflect the Reverse Stock Split.

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.

In connection with the 2024 Tax Benefit Preservation Plan, 27,030,605 2024 Rights were issued.

In connection

with the 2024 Tax Benefit Preservation Plan, 2,703,061 2024 Rights were issued.

The description and terms of the 2024 Rights are set forth in the 2024 Tax Benefit Preservation Plan.

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No adjustments to the Purchase Price of less than 1 % are required to be made.

Each one one-thousandth of a share of Series B Preferred, if issued:

Each one one-hundredth of a share of Series B Preferred, if issued:

• Will not be redeemable.

• Will entitle holders to quarterly dividend payments of $ 0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater.

• Will entitle holders upon liquidation either to receive $ 0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.

• Will entitle holders to quarterly dividend payments of $ 0.01 per one one-hundredth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater.

• Will entitle holders upon liquidation either to receive $ 0.01 per one one-hundredth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.

• Will have the same voting power as one share of Common Stock.

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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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses $ ( 16,535 ) $ ( 15,223 )

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Total accumulated other comprehensive loss $ ( 18,614 ) $ ( 15,138 )

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 unrealized translation losses on intercompany loans considered long-term in nature with foreign subsidiaries as of June 30, 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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Stock-Based Compensation

The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”).

The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the Company’s 2024 Omnibus Incentive Plan.

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 three months ended March 31, 2026:

In connection with the hiring of the Company’s President and Chief Executive Officer on May 1, 2026, the Board of Directors granted 50,000 restricted stock units, which will vest in equal installments over three years , subject to continued service, and a grant of PSUs which will vest based on the achievement of certain market-based performance goals, with 13,333 PSUs eligible to vest at target performance and up to 50,000 PSUs eligible to vest at maximum performance.

These grants are considered inducement grants pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were authorized outside of the 2024 Omnibus Incentive Plan in connection with the commencement of the new President and Chief Executive Officer’s employment.

The following table summarizes all PSU and RSU activity during the six months ended June 30, 2026:

Number of Units Weighted-Average Grant Date Fair Value

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Forfeited ( 56,632 ) 72.01

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 .

Unvested restricted units outstanding as of June 30, 2026 251,943 $ 18.84

The PSU and RSU activity table above includes 13,333 PSUs granted in 2026 based on a 100 % target payout that are outstanding at June 30, 2026.

During the three months ended June 30, 2026, the Company cancelled 25,000 PSUs based on 100 % target payout that were previously granted to an executive officer in connection with the individual’s transition from Chief Executive Officer to a member of the Company’s Board of Directors.

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

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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 six months ended June 30, 2026 were as follows:

Expected volatility 90.8 %

Risk-free interest rate 4.0 %

Remaining performance period (in years) 2.91

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenue $ 72 $ 143 $ 158 $ 264

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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.

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.

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.

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 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.

No indicators of impairment were identified during the six months ended June 30, 2026.

Amortization of deferred commissions in excess of commissions capitalized for the three and six months ended June 30, 2026 was $ 0.4 million and $ 0.6 million, respectively, and for the three and six months ended June 30, 2025 was $ 0.3 million and $ 1.1 million, respectively.

Deferred Revenue

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

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.

During the six months ended June 30, 2026, we recognized $ 51.7 million and $ 1.0 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 March 31, 2026, approximately $ 165.2 million of revenue is expected to be recognized from remaining performance obligations.

As of June 30, 2026, approximately $ 169.8 million of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 65 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

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

During the six months ended June 30, 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.

At June 30, 2026, the book value of the note receivable was $ 2.7 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.

At June 30, 2026, the current portion of the promissory note less associated reserve was $ 0.5 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 $ 2.2 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”).

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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.

As of June 30, 2026 and December 31, 2025, the Company has $ 0.1 million and $ 0.2 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 six months ended June 30, 2025, the Company completed the divestitures of certain product lines for combined consideration of $ 15.5 million.

The divestiture agreements provided for contingent consideration provisions with a maximum potential value of $ 4.0 million based on the achievement of specified post-closing conditions over a 2 year performance period ending December 31, 2026.

No amounts related to the contingent consideration have been recognized through June 30, 2026.

The combined net loss on divestitures was $ 23.9 million for the six months ended June 30, 2025.

The Company incurred divestiture-related expenses of $ 8.6 million during the six months ended June 30, 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.

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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.

On July 31, 2026, the Company received a notification letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the “MVPHS Requirement”) based on Nasdaq’s review of the market value of the Company’s publicly held shares for the previous 30 consecutive business days.

The Nasdaq deficiency letter 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.

The Company has 180 days, or until January 27, 2027, to regain compliance with the MVPHS Requirement (the “Compliance Date”).

If, at any time before the Compliance Date, the Company’s market value of publicly held shares closes at $15 million or more for a minimum of ten consecutive business days, but generally no more than 20 consecutive business days, Nasdaq will provide written notification to the Company that it has regained compliance with the MVPHS Requirement.

If the Company does not regain compliance with the MVPHS Requirement by the Compliance Date, Nasdaq will provide written notification to the Company that the Company’s common stock will be subject to delisting.

At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel (the “Panel”).

However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination to the Panel, such appeal would be successful.

The Company intends to actively monitor the market value of its publicly held shares and to consider plans for regaining compliance with the MVPHS Requirement.

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 before the Compliance Date, any additional compliance period, or at all.

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