Upland Software Inc
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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FY2024 · Filed Mar 12, 2025
UPLD$3.82-3.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation, as currently in effect | 10-K | 001-36720 | 3.1 | March 30, 2016 |
| 3.2 | Amended and Restated Bylaws of Upland Software, Inc., effective February 3, 2020 | 8-K | 001-36720 | 3.1 | February 4, 2020 |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | 8-K | 001-36720 | 3.1 | August 23, 2022 |
| 3.4 | Certificate of Designations of Series B Junior Participating Preferred Stock of Upland Software, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2023. | 8-K | 001-36720 | 3.1 | May 3, 2023 |
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc. | 8-K | 001-36720 | 3.1 | June 8, 2023 |
| 3.6 | Amendment to the Second Amended and Restated Bylaws of Upland Software, Inc. | 8-K | 001-36720 | 3.1 | March 3, 2025 |
| 4.1 | Description of Capital Stock | 10-K | 001-36720 | 4.1 | February 22, 2024 |
| 4.2 | Tax Benefit Preservation Plan, dated as of May 2, 2023, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. | 8-K | 001-36720 | 4.1 | May 3, 2023 |
| 4.3 | Tax Benefit Preservation Plan, dated as of June 5, 2024, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. | 8-K | 001-36720 | 4.1 | June 5, 2024 |
| 10.1+ | Form of Indemnification Agreement for directors and officers | S-1 | 333-198574 | 10.2 | October 27, 2014 |
| 10.2+ | Amended and Restated 2010 Stock Plan, as amended September 2, 2014 | S-1 | 333-198574 | 10.3.1 | September 4, 2014 |
| 10.3+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Standard) | S-1 | 333-198574 | 10.4 | September 4, 2014 |
| 10.3.1+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Former ComSci, LLC Employees) | S-1 | 333-198574 | 10.4.1 | September 4, 2014 |
| 10.3.2+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Executive) | S-1 | 333-198574 | 10.4.2 | September 4, 2014 |
| 10.3.3+ | Form of Amendment to Stock Option Agreement under Amended and Restated 2010 Stock Plan with Certain Executives | S-1 | 333-198574 | 10.4.3 | September 4, 2014 |
| 10.4+ | Form of Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan | S-1 | 333-198574 | 10.5 | September 4, 2014 |
| 10.4.1+ | Form of Amendment to Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan | S-1 | 333-198574 | 10.5.1 | September 4, 2014 |
| 10.5+ | 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.6 | October 27, 2014 |
| 10.6+ | Form of Stock Option Award Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.7 | October 27, 2014 |
| 10.6.1+ | Form of Stock Option Award Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.7.1 | October 27, 2014 |
| 10.7+ | Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.8 | October 27, 2014 |
| 10.7.1+ | Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.8.1 | October 27, 2014 |
| 10.8+ | Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.9 | October 27, 2014 |
| 10.8.1+ | Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.9.1 | October 27, 2014 |
| 10.9+ | Upland Software, Inc. 2024 Omnibus Incentive Plan | 8-K | 001-36720 | 10.1 | June 5, 2024 |
| 10.11.2 | Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC | 10-K | 001-36720 | 10.11.2 | March 15, 2019 |
| 10.20+ | Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.21 | March 30, 2017 |
| 10.21+ | Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.23 | March 30, 2017 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| 10.22+ | Amendment #1 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.23 | March 15, 2019 |
| 10.23+ | Amendment #1 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.25 | March 15, 2019 |
| 10.24 | Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto dated as of August 6, 2019 as of August 6, 2019 | 8-K | 001-36720 | 10.1 | August 7, 2019 |
| 10.25 | First Incremental Assumption Agreement by and among, inter alios, Upland Software, Inc. and Credit Suisse AG, Cayman Islands Branch, as Agent and 2019 Incremental Lender, dated as of November 26, 2019 | 8-K | 001-36720 | 10.1 | November 26, 2019 |
| 10.27+ | Amendment #2 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.29 | February 25, 2021 |
| 10.28+ | Amendment #2 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.31 | February 25, 2021 |
| 10.29 | Amendment No. 1 to Credit Agreement, dated as of February 21, 2023, by and between Upland Software, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent | 8-K | 001-36720 | 10.1 | February 23, 2023 |
| 10.32+ | Amendment #3 to Employment Agreement between the Registrant and John T. McDonald, dated January 30, 2024 | ||||
| 10.33+ | Employment Agreement between the Registrant and Karen Cummings, dated December 16, 2022 | ||||
| 10.34+ | Amendment #1 to Employment Agreement between the Registrant and Karen Cummings, dated January 30, 2024 | ||||
| 10.35 | Securities Purchase Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of July 14, 2022 | 8-K | 001-36720 | 10.1 | July 14, 2022 |
| 10.36 | Registration Rights Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of August 23, 2022 | 8-K | 001-36720 | 10.1 | August 23, 2022 |
| 10.37+ | Executive Employment Agreement between Registrant and Oliver Yates, dated January 9, 2023 | ||||
| 10.38+ | Executive Employment Agreement between Registrant and Matt Breslin, dated February 6, 2024 | ||||
| 19* | Insider Trading Policy | ||||
| 21.1* | List of subsidiaries of Upland Software, Inc. | ||||
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||||
| 24.1* | Power of Attorney (included on signature pages hereto) | ||||
| 31.1* | Certification of the Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1 | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 | 10-K | 001-36720 | 97.1 | 2/22/2024 |
| Incorporated by Reference | ||
| 101* | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. | |
|---|---|---|
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
- Indicates management contract, compensatory plan or arrangement.
- Filed herewith.
(1) The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.
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