Upland Software, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
UPLD$3.82-3.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
| Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 | 2 | |
| Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 | 3 | |
| Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 | 4 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 36 |
| Item 4. | Controls and Procedures | 37 |
| Part II. | OTHER INFORMATION | 38 |
| Item1A. | Risk Factors | 38 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 38 |
| Item 5. | Other Information | 38 |
| Item 6. | Exhibits | 38 |
| Exhibit Index | 39 | |
| Signature | 40 |
Condensed Consolidated Balance Sheets
(in thousands, except for share and per share amounts)
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS · (unaudited) | ||
| Current assets: | ||
| Cash and cash equivalents | $22,755 | $56,426 |
| Restricted cash | 626 | 626 |
| Accounts receivable (net of allowance of $133 and $446 at September 30, 2025, and December 31, 2024, respectively) | 18,937 | 38,647 |
| Deferred commissions, current | 5,713 | 8,361 |
| Unbilled receivables | 4,807 | 3,441 |
| Income tax receivable, current | 3,653 | 762 |
| Prepaid expenses and other current assets | 8,609 | 10,129 |
| Total current assets | 65,100 | 118,392 |
| Tax credits receivable | 659 | 951 |
| Property and equipment, net | 1,938 | 1,518 |
| Operating lease right-of-use asset | 1,893 | 1,364 |
| Intangible assets, net | 68,605 | 123,903 |
| Goodwill | 258,987 | 260,976 |
| Deferred commissions, noncurrent | 7,951 | 12,147 |
| Interest rate derivatives | 48 | 9,742 |
| Other assets | 3,925 | 529 |
| Total assets | $409,106 | $529,522 |
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | ||
| Current liabilities: | ||
| Accounts payable | $1,769 | $9,388 |
| Accrued compensation | 5,669 | 6,226 |
| Accrued expenses and other current liabilities | 4,005 | 6,876 |
| Deferred revenue | 66,881 | 93,706 |
| Operating lease liabilities, current | 829 | 1,000 |
| Current maturities of notes payable (includes unamortized discount of $1,203 and $2,176 at September 30, 2025, and December 31, 2024, respectively) | 4,797 | 3,224 |
| Total current liabilities | 83,950 | 120,420 |
| Notes payable, less current maturities (includes unamortized discount of $4,952 and $1,280 at September 30, 2025, and December 31, 2024, respectively) | 229,048 | 286,970 |
| Deferred revenue, noncurrent | 4,737 | 4,670 |
| Operating lease liabilities, noncurrent | 2,101 | 762 |
| Noncurrent deferred tax liability, net | 8,471 | 11,347 |
| Other long-term liabilities | 457 | 428 |
| Total liabilities | 328,764 | 424,597 |
| Mezzanine equity: | ||
| Series A Convertible Preferred stock, $0.0001 par value; 5,000,000 shares authorized; 115,000 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively | 127,592 | 123,230 |
| Stockholders’ deficit: | ||
| Common stock, $0.0001 par value; 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 | 3 | 3 |
| Additional paid-in capital | 607,856 | 605,286 |
| Accumulated other comprehensive loss | (13,506) | (21,990) |
| Accumulated deficit | (641,603) | (601,604) |
| Total stockholders’ deficit | (47,250) | (18,305) |
| Total liabilities, convertible preferred stock and stockholders’ deficit | $409,106 | $529,522 |
Condensed Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue: | ||||
| Subscription and support | $47,725 | $63,771 | $158,374 | $196,353 |
| Perpetual license | 1,160 | 1,106 | 3,967 | 4,306 |
| Total product revenue | 48,885 | 64,877 | 162,341 | 200,659 |
| Professional services | 1,641 | 1,815 | 5,223 | 6,108 |
| Total revenue | 50,526 | 66,692 | 167,564 | 206,767 |
| Cost of revenue: | ||||
| Subscription and support | 10,774 | 18,449 | 40,136 | 57,525 |
| Professional services and other | 903 | 1,256 | 3,024 | 3,703 |
| Total cost of revenue | 11,677 | 19,705 | 43,160 | 61,228 |
| Gross profit | 38,849 | 46,987 | 124,404 | 145,539 |
| Operating expenses: | ||||
| Sales and marketing | 9,707 | 16,325 | 34,234 | 50,134 |
| Research and development | 7,872 | 11,432 | 29,195 | 36,072 |
| General and administrative | 8,787 | 11,051 | 30,627 | 38,163 |
| Depreciation and amortization | 6,357 | 11,490 | 21,216 | 34,266 |
| Divestiture-related expenses | 778 | — | 9,402 | — |
| Impairment of goodwill and other intangibles | — | — | 2,469 | 87,227 |
| Total operating expenses | 33,501 | 50,298 | 127,143 | 245,862 |
| Income (loss) from operations | 5,348 | (3,311) | (2,739) | (100,323) |
| Other income (expense): | ||||
| Interest income (expense), net | (4,204) | 2,337 | (10,783) | (7,677) |
| Loss on divestitures of businesses | (473) | — | (24,364) | — |
| 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) |
| Loss before benefit from (provision for) income taxes | (1,381) | (1,203) | (41,774) | (108,109) |
| Benefit from (provision for) income taxes | 259 | (530) | 1,775 | (1,193) |
| Net loss | $(1,122) | $(1,733) | $(39,999) | $(109,302) |
| Preferred stock dividends | (1,470) | (1,406) | (4,362) | (4,171) |
| Net loss attributable to common stockholders | $(2,592) | $(3,139) | $(44,361) | $(113,473) |
| Net loss per common share: | ||||
| Net loss per common share, basic and diluted | $(0.09) | $(0.12) | $(1.56) | $(4.07) |
| Weighted-average common shares outstanding, basic and diluted | 28,784,856 | 27,292,410 | 28,510,276 | 27,850,947 |
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss | $(1,122) | $(1,733) | $(39,999) | $(109,302) |
| Other comprehensive income (loss): | ||||
| Unrealized foreign currency translation adjustment | (969) | 4,615 | 6,146 | 1,796 |
| Realized foreign currency gain | — | — | 4,423 | — |
| Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes | (1,491) | 4,138 | 4,739 | 2,468 |
| Interest rate swaps, net of reclassifications into earnings | (1,672) | (14,428) | (6,824) | (16,707) |
| Other comprehensive income (loss): | $(4,132) | $(5,675) | $8,484 | $(12,443) |
| Comprehensive loss | $(5,254) | $(7,408) | $(31,515) | $(121,745) |
Condensed Consolidated Statements of Stockholders’ Deficit
(in thousands, except share amounts)
| Three Months Ended September 30, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’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 · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’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 | ||||||||||
Condensed Consolidated Statements of Deficit - continued
(in thousands, except share amounts)
| Nine Months Ended September 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit) | ||||||||
| 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) |
| Dividends accrued - Convertible Preferred Stock | — | 4,362 | — | — | $(4,362) | — | — | (4,362) |
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 778,678 | — | (1,003) | — | — | (1,003) |
| Stock repurchases and retirements | — | — | (55,597) | — | (137) | — | — | (137) |
| Stock-based compensation | — | — | — | — | 8,072 | — | — | 8,072 |
| Unrealized foreign currency translation adjustment | — | — | — | — | — | 6,146 | — | 6,146 |
| 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 |
| Interest rate swaps | — | — | — | — | — | (6,824) | — | (6,824) |
| Net loss | — | — | — | — | — | — | (39,999) | (39,999) |
| 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 | ||||||||
| Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit) | ||||||||
| Shares · Amount · Shares · Amount | ||||||||
| Balance at December 31, 2023 | 115,000 | $117,638 | 29,908,407 | $3 | $608,995 | $6,168 | $(488,872) | $126,294 |
| Dividends accrued - Convertible Preferred Stock | — | 4,171 | — | — | (4,171) | — | — | (4,171) |
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 741,266 | — | (753) | — | — | (753) |
| Stock repurchases and retirements | — | — | (3,208,705) | — | (10,796) | — | — | (10,796) |
| Stock-based compensation | — | — | — | — | 12,078 | — | — | 12,078 |
| Foreign currency translation adjustment | — | — | — | — | — | 1,796 | — | 1,796 |
| Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries, net of taxes | — | — | — | — | — | 2,468 | — | 2,468 |
| Interest rate swaps | — | — | — | — | — | (16,707) | — | (16,707) |
| Net loss | — | — | — | — | — | — | (109,302) | (109,302) |
| Balance at September 30, 2024 | 115,000 | $121,809 | 27,440,968 | $3 | $605,353 | $(6,275) | $(598,174) | $907 |
| Upland Software, Inc. | ||
|---|---|---|
| Condensed Consolidated Statements of Cash Flows | ||
| (unaudited) | ||
| (in thousands) | ||
| Nine Months Ended September 30, | ||
| 2025 | 2024 | |
| Operating activities | ||
| Net loss | $(39,999) | $(109,302) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 25,367 | 41,406 |
| Deferred income taxes | (3,457) | (1,265) |
| Amortization of deferred costs | 6,403 | 9,152 |
| Foreign currency re-measurement (gain) loss | 669 | (759) |
| Non-cash interest, net and other income, net | (2,133) | (9,268) |
| Non-cash stock-based compensation expense | 8,072 | 12,078 |
| Non-cash loss on impairment of goodwill and other intangibles | 2,469 | 87,227 |
| Non-cash loss on divestitures of businesses | 24,364 | — |
| Non-cash loss on retirement of fixed assets | 60 | 18 |
| Non-cash loss on debt extinguishment | 2,301 | — |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 11,989 | 7,093 |
| Prepaid expenses and other current assets | (3,128) | (2,705) |
| Other assets | 546 | (7,159) |
| Accounts payable | (6,086) | 641 |
| Accrued expenses and other liabilities | 433 | (1,396) |
| Deferred revenue | (9,388) | (10,863) |
| Net cash provided by operating activities | 18,482 | 14,898 |
| Investing activities | ||
| Purchase of property and equipment | (1,265) | (562) |
| Collections on note receivable | 167 | — |
| Proceeds from the divestitures of businesses, net of cash transferred | 9,063 | — |
| Net cash provided by (used in) investing activities | 7,965 | (562) |
| Financing activities | ||
| Proceeds from notes payable, net of debt discount | 234,600 | — |
| Payments on notes payable | (293,650) | (181,050) |
| Payments of debt issuance costs | (1,399) | (77) |
| Stock repurchases and retirement | (137) | (10,958) |
| Taxes paid related to net share settlement of equity awards | (1,003) | (753) |
| Net cash used in financing activities | (61,589) | (192,838) |
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | 1,471 | 1,682 |
| Change in cash, cash equivalents and restricted cash | (33,671) | (176,820) |
| Cash, cash equivalents and restricted cash, beginning of period | 57,052 | 236,559 |
| Cash, cash equivalents and restricted cash, end of period | $23,381 | $59,739 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest, net | $14,201 | $24,409 |
| Cash paid for taxes, net of refunds | $6,122 | $1,802 |
| Non-cash investing and financing activities: | ||
| Note receivable from divestiture of businesses, net of discount | $4,881 | $— |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.