Upland Software, Inc.
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 3, 2026
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 By-laws of Upland Software, Inc., effective February 3, 2020 | 8-K | 001-36720 | 3.1 | February 4, 2020 |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | 8-K | 001-36720 | 3.1 | August 23, 2022 |
| 3.4 | Certificate of Designations of Series B Junior Participating Preferred Stock of Upland Software, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2023. | 8-K | 001-36720 | 3.1 | May 3, 2023 |
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc. | 8-K | 001-36720 | 3.1 | June 8, 2023 |
| 3.6 | Amendment to the Second Amended and Restated Bylaws of Upland Software, Inc. | 8-K | 001-36720 | 3.1 | March 3, 2025 |
| 4.1 | Description of Capital Stock | 10-K | 001-36720 | 4.1 | March 12, 2025 |
| 4.3 | Tax Benefit Preservation Plan, dated as of June 5, 2024, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. | 8-K | 001-36720 | 10.1 | June 5, 2024 |
| 10.1+ | Form of Indemnification Agreement for directors and officers | S-1 | 333-198574 | 10.2 | October 27, 2014 |
| 10.2+ | Amended and Restated 2010 Stock Plan, as amended September 2, 2014 | S-1 | 333-198574 | 10.3.1 | September 4, 2014 |
| 10.3+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Standard) | S-1 | 333-198574 | 10.4 | September 4, 2014 |
| 10.3.1+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Former ComSci, LLC Employees) | S-1 | 333-198574 | 10.4.1 | September 4, 2014 |
| 10.3.2+ | Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Executive) | S-1 | 333-198574 | 10.4.2 | September 4, 2014 |
| 10.3.3+ | Form of Amendment to Stock Option Agreement under Amended and Restated 2010 Stock Plan with Certain Executives | S-1 | 333-198574 | 10.4.3 | September 4, 2014 |
| 10.4+ | Form of Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan | S-1 | 333-198574 | 10.5 | September 4, 2014 |
| 10.4.1+ | Form of Amendment to Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan | S-1 | 333-198574 | 10.5.1 | September 4, 2014 |
| 10.5+ | 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.6 | October 27, 2014 |
| 10.6+ | Form of Stock Option Award Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.7 | October 27, 2014 |
| 10.6.1+ | Form of Stock Option Award Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.7.1 | October 27, 2014 |
| 10.7+ | Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.8 | October 27, 2014 |
| 10.7.1+ | Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.8.1 | October 27, 2014 |
| 10.8+ | Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan | S-1 | 333-198574 | 10.9 | October 27, 2014 |
| 10.8.1+ | Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan (Executive) | S-1 | 333-198574 | 10.9.1 | October 27, 2014 |
| 10.9+ | Upland Software, Inc. 2024 Omnibus Incentive Plan | 8-K | 001-36720 | 4.1 | June 5, 2024 |
| 10.20+ | Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.21 | March 30, 2017 |
| 10.21+ | Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.23 | March 30, 2017 |
| 10.22+ | Amendment #1 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.23 | March 15, 2019 |
| 10.23+ | Amendment #1 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.25 | March 15, 2019 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| 10.24+ | Amendment #2 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 | 10-K | 001-36720 | 10.29 | February 25, 2021 |
| 10.25+ | Amendment #2 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 | 10-K | 001-36720 | 10.31 | February 25, 2021 |
| 10.26+ | Employment Agreement between the Registrant and Dan Doman, dated November 1, 2022 | 10-Q | 001-36720 | 10.1 | August 3, 2023 |
| 10.27+ | Amendment #3 to Employment Agreement between the Registrant and John T. McDonald, dated January 30, 2024 | 10-K | 001-36720 | 19 | March 12, 2025 |
| 10.35 | Securities Purchase Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of July 14, 2022 | 8-K | 001-36720 | 10.1 | July 14, 2022 |
| 10.36 | Registration Rights Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of August 23, 2022 | 8-K | 001-36720 | 10.1 | August 23, 2022 |
| 10.37 | Credit Agreement, dated as of July 25, 2025, by and among Upland Software, Inc., the subsidiary guarantors party thereto, Sound Point Capital, as administrative agent, and the lenders party thereto. | 8-K | 001-36720 | 10.1 | July 28, 2025 |
| 19* | Insider Trading Policy | ||||
| 21.1* | List of subsidiaries of Upland Software, Inc. | ||||
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||||
| 24.1* | Power of Attorney (included on signature pages hereto) | ||||
| 31.1* | Certification of the Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1 | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 | 10-K | 001-36720 | 97.1 | March 12, 2025 |
| 101* | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
- Indicates management contract, compensatory plan or arrangement.
- Filed herewith.
(1) The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.
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