AUSTIN, Texas--(BUSINESS WIRE)--Upland Software, Inc. (Nasdaq: UPLD), a leader in AI-powered knowledge and content management software, today announced it has earned 42 badges in G2's Spring 2026 market reports, showcasing impactful results and customer value delivered through its products. Upland Panviva and Upland RightAnswers, the company's leading AI-powered knowledge management solutions, secured many recognitions this season. Upland BA Insight, an AI enablement solution, continued to earn. ...

Core Insights - Upland Software, Inc. is a significant player in the AI-powered knowledge and content management software industry, focusing on solutions for digital transformation [1] Financial Performance - Upland reported an earnings per share (EPS) of -$0.16, missing the estimated EPS of $0.19, indicating challenges in achieving profitability [2][6] - The company's revenue for the quarter was $49.31 million, slightly below the estimated $50.3 million, representing a 28% decline from $68 million in the same quarter of 2024 [3][6] Financial Metrics - Upland's price-to-sales ratio is approximately 0.11, suggesting a low market value relative to its sales [4] - The enterprise value to sales ratio is about 1.06, indicating the company's total valuation in relation to its sales [4] - The company has a high debt-to-equity ratio of about 2.91, reflecting significant debt compared to equity [5][6] - A current ratio of approximately 0.80 suggests potential challenges in covering short-term liabilities with short-term assets [5][6]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36720 Upland Software, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 27-2992077 (I.R.S. Empl ...

Financial Performance - Q4 2025 adjusted EBITDA was $15.3 million, resulting in an adjusted EBITDA margin of 31%, an increase from 22% in Q4 2024 [4][10] - Free cash flow for Q4 was $7.2 million, contributing to a full-year free cash flow of $24.4 million, exceeding the target of $20 million [4][11] - Annual net dollar retention rate was 96% in 2025, consistent with the prior year [1] Customer Metrics - Upland Software welcomed 110 new customers in Q4, including 15 major customers, and expanded relationships with 199 existing customers, with 27 major expansions [4][5] - The core organic growth rate was flat in Q4 2025, with a target of 1% to 2% growth for 2026, showing an improving trend from negative growth in previous years [1][14] Product Recognition - Upland Software earned 49 badges in G2's Winter 2026 market reports, indicating strong customer validation [5] - The company was recognized as a Major Player in the IDC MarketScape Worldwide General-Purpose Knowledge Discovery Software, 2025 Vendor Assessment [5] - Inclusion in the Gartner Market Guide for RFP Response Management Applications highlights the impact of Upland's AI-powered software [6] Leadership Transition - Sean Nathaniel will join Upland Software as the new CEO, transitioning from Jack McDonald, who will become Chairman [7][9] - Nathaniel's experience with AI initiatives and familiarity with the company's products and customers is expected to drive future growth [8][9] Guidance and Future Outlook - For Q1 2026, total revenue is expected to be between $47 million and $50 million, reflecting a 24% decline at the midpoint due to divestitures [12] - Full-year 2026 total revenue is projected to be between $194.2 million and $206.2 million, indicating an 8% decline at the midpoint from 2025 [13] - Adjusted EBITDA for 2026 is expected to be between $52.6 million and $58.6 million, with a margin of 28% at the midpoint [13][15]

Financial Data and Key Metrics Changes - Q4 2025 revenue, adjusted EBITDA, and margins met expectations, with a core organic growth rate flat due to tough comparisons to Q4 2024 [4] - Annual net dollar retention rate was 96% in 2025, consistent with the prior year [4] - Q4 2025 adjusted EBITDA was $15.3 million, resulting in an adjusted EBITDA margin of 31%, an increase from 22% in Q4 2024 [4][11] - Free cash flow for Q4 was $7.2 million, bringing the full year 2025 free cash flow to $24.4 million, exceeding the $20 million target [5][12] Business Line Data and Key Metrics Changes - 110 new customers were welcomed in Q4, including 15 major customers, and relationships were expanded with 199 existing customers [5] - The product portfolio is focused on AI-powered solutions, with significant recognition in market reports highlighting the value of these products [6][7] Market Data and Key Metrics Changes - Upland was recognized as a major player in the IDC MarketScape and Gartner Market Guide, showcasing the impact of its AI-powered solutions [7] - The company is targeting continued strong cash flow in the $20 million range for 2026 [8][17] Company Strategy and Development Direction - The company is transitioning to a more operational focus with an emphasis on AI-enabled product development under new CEO Sean Nathaniel [8][9] - The strategy includes reinforcing Upland's role in enabling organizations to convert knowledge and content into operational intelligence [9] Management's Comments on Operating Environment and Future Outlook - Management expressed a generally improving trend in core organic growth rates, targeting 1%-2% for 2026 [4][16] - The pipeline for 2026 looks decent, particularly around core knowledge management products, although Q4 bookings performance was disappointing [22] - The company anticipates a decline in revenue and adjusted EBITDA for Q1 2026 due to prior divestitures, with guidance for total revenue between $47 million and $50 million [13][14] Other Important Information - The company has a net debt of approximately $209 million, with a net debt leverage of 3.6 times trailing adjusted EBITDA [12] - The adjusted EBITDA margin is expected to be 28% for the full year 2026, reflecting a multi-year expansion trend [15][17] Q&A Session Summary Question: Customer metrics and sales execution - Management acknowledged a stronger Q3 but expressed disappointment in Q4 bookings performance, noting a decent pipeline for 2026 [21][22] Question: Guidance on EBITDA margins - Management explained that EBITDA margins typically start lower in Q1 and Q2 due to calendar-based payroll taxes, leading to a step down in margins from previous quarters [23][24] Question: CEO transition rationale - The transition was driven by the need for a product-centric and AI-focused leadership to align with the company's operational changes [27][28] Question: Go-to-market strategy execution - Management indicated that significant changes have been made, and the business is on firmer footing to drive growth moving forward [29][30] Question: Revenue mix and AI capabilities - Approximately two-thirds to three-quarters of revenue comes from growth products, primarily in the knowledge and content management market, leveraging AI as a tailwind [36]

Financial Data and Key Metrics Changes - Q4 2025 revenue, adjusted EBITDA, and margins met expectations, with a core organic growth rate flat due to tough comparisons from Q4 2024 [4] - Annual net dollar retention rate was 96% in 2025, consistent with the prior year [4] - Q4 2025 adjusted EBITDA was $15.3 million, resulting in an adjusted EBITDA margin of 31%, an increase from 22% in Q4 2024 [4][11] - Free cash flow for Q4 was $7.2 million, bringing the full year 2025 free cash flow to $24.4 million, exceeding the $20 million target [5][12] Business Line Data and Key Metrics Changes - 110 new customers were welcomed in Q4, including 15 major customers, and relationships were expanded with 199 existing customers, 27 of which were major expansions [5][6] - The product portfolio is focused on AI-powered solutions, with significant recognition in market reports, indicating strong performance in knowledge management solutions [7] Market Data and Key Metrics Changes - The company was recognized as a major player in the IDC MarketScape and Gartner Market Guide, highlighting the impact of its AI-powered products [7] - The adjusted EBITDA margin has shown a multi-year expansion trend, increasing from 20% in 2024 to a guidance midpoint of 28% for 2026 [17] Company Strategy and Development Direction - The company is transitioning to a more operational focus with an emphasis on AI-enabled product portfolios, as indicated by the new CEO's background and vision [8][9] - The strategy includes reinforcing Upland's role in enabling organizations to convert knowledge and content into operational intelligence [9] Management's Comments on Operating Environment and Future Outlook - Management expressed a generally improving trend in core organic growth rates, targeting 1%-2% for 2026 [4][16] - The pipeline for 2026 looks decent, particularly for core knowledge management products, although Q4 bookings performance was disappointing [22] - The leadership change is seen as a response to the evolving business landscape, with a focus on AI and operational efficiency [27][29] Other Important Information - The company expects reported total revenue for Q1 2026 to be between $47 million and $50 million, reflecting a decline primarily due to divestitures [13] - Full year 2026 adjusted EBITDA is expected to be between $52.6 million and $58.6 million, indicating a decline of 4% from 2025 [15] Q&A Session Summary Question: Customer metrics and sales execution - Management acknowledged a stronger Q3 but expressed disappointment in Q4 bookings performance, noting a decent pipeline for 2026 [21][22] Question: EBITDA margin guidance - The decline in EBITDA margin guidance is attributed to typical seasonal factors affecting Q1 and Q2, including payroll taxes [23][24] Question: Leadership change rationale - The change in CEO was driven by the need for a product-centric and AI-focused leader to align with the company's evolving strategy [27] Question: Go-to-market strategy execution - Management indicated that significant changes have been made, and the business is on firmer footing for future growth [29] Question: Revenue mix and AI positioning - Approximately 2/3 to 3/4 of revenue comes from growth products, primarily in the knowledge and content management market, leveraging AI as a tailwind [36]

Financial Data and Key Metrics Changes - Q4 2025 revenue, adjusted EBITDA, and margins met expectations, with a core organic growth rate flat due to tough comparisons from Q4 2024 [5] - Annual net dollar retention rate was 96% in 2025, consistent with the prior year [5] - Q4 2025 adjusted EBITDA was $15.3 million, resulting in an adjusted EBITDA margin of 31%, an increase from 22% in Q4 2024 [12] Business Line Data and Key Metrics Changes - Upland welcomed 110 new customers in Q4, including 15 major customers, and expanded relationships with 199 existing customers, 27 of which were major expansions [6] - The product portfolio is focused on AI-powered solutions, with significant recognition in industry reports, indicating strong performance in knowledge management solutions [7][8] Market Data and Key Metrics Changes - The company reported a strong cash flow, with Q4 free cash flow of $7.2 million, contributing to a full-year total of $24.4 million, exceeding the $20 million target [6][13] - The company’s net debt at the end of Q4 was approximately $209 million, with a net debt leverage of 3.6 times trailing adjusted EBITDA [13] Company Strategy and Development Direction - The company is transitioning to a more focused strategy around knowledge and content management, with a positive multi-year growth trend in core organic growth rates [17] - The new CEO, Sean Nathaniel, is expected to enhance the execution of AI initiatives and drive operational intelligence [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed a need for improved sales execution in Q4, with a decent pipeline for 2026, particularly in core knowledge management products [23] - The company anticipates a decline in total revenue for Q1 2026 due to prior divestitures, with guidance for adjusted EBITDA margins expected to be 26% [14][15] Other Important Information - The company has been recognized in various industry assessments, highlighting its AI-powered solutions and their relevance in the market [7][8] - The transition in leadership is seen as a strategic move to align with the company's focus on AI and operational efficiency [28][30] Q&A Session Summary Question: Customer metrics and sales execution - Management acknowledged a stronger Q3 but expressed disappointment in Q4 bookings performance, noting a decent pipeline for 2026 [22][23] Question: EBITDA margin guidance - Management explained that typical seasonal factors lead to lower margins at the beginning of the year, contributing to the guidance of 28% [24] Question: Leadership transition rationale - The change in CEO was driven by the need for a product-centric and AI-focused leader to align with the company's evolving strategy [28] Question: Go-to-market strategy execution - Management indicated that significant changes have been made, and the business is on firmer footing to drive growth [30] Question: Revenue mix and AI defensibility - The majority of revenue now comes from AI-enabled growth products, with a focus on systems of record and enabling technology [36][39]

Revenue Performance - Total revenue for Q4 2025 was $49.3 million, a decrease of 28% from $68.0 million in Q4 2024, primarily due to divestitures[5] - Subscription and support revenue was $46.7 million, a decrease of 27% from $64.3 million in Q4 2024, also primarily due to divestitures[5] - Total revenue for Q4 2025 was $49,312,000, a decrease of 27.5% compared to $68,027,000 in Q4 2024[31] - Subscription and support revenue was $46,699,000, down 27.4% from $64,332,000 year-over-year[31] - Upland expects Q1 2026 total revenue to be between $47.0 and $50.0 million, reflecting a 24% decline at the midpoint from Q1 2025[7] - For the full year 2026, Upland anticipates total revenue between $194.2 and $206.2 million, an 8% decline at the midpoint from 2025[8] Profitability and Income - GAAP net income was $1.1 million compared to a GAAP net loss of $3.4 million in Q4 2024, with net loss per share improving to $0.01 from $0.18[5] - Net loss attributable to common stockholders for the year was $44,752,000, compared to a loss of $118,324,000 in the previous year, showing a significant improvement[31] - Net income for Q4 2025 was $1,095, compared to a loss of $3,430 in Q4 2024, marking a significant turnaround[35] - Non-GAAP net income for the twelve months ended December 31, 2025, was $33,328, down from $42,623 in 2024, reflecting challenges in profitability[38] Operational Performance - Adjusted EBITDA was $15.3 million, or 31% of total revenue, compared to $14.9 million, or 22% of total revenue, in Q4 2024[5] - Adjusted EBITDA for Q4 2025 reached $15,314, up from $14,901 in Q4 2024, indicating a positive trend in operational performance[37] - First quarter 2026 Adjusted EBITDA is expected to be between $11.9 and $13.4 million, a 3% decline at the midpoint from Q1 2025[7] - Operating expenses for Q4 2025 were $30,545,000, down from $50,135,000 in Q4 2024, reflecting cost-cutting measures[31] Cash Flow and Assets - The company reported a cash and cash equivalents balance of $29,398,000, down from $56,426,000, indicating cash flow challenges[33] - Cash provided by operating activities for the twelve months ended December 31, 2025, was $25,800, compared to $24,239 in the previous year, showing growth in operational cash flow[40] - Free Cash Flow for Q4 2025 was $7,231, compared to $9,021 in Q4 2024, reflecting a decrease but still maintaining a strong cash position[40] - Total current assets decreased to $75,254,000 from $118,392,000, indicating a reduction in liquidity[33] Liabilities and Financial Obligations - Total liabilities decreased to $332,467,000 from $424,597,000, showing a reduction in financial obligations[33] - Cash paid for interest in Q4 2025 was $6,202, compared to $4,491 in Q4 2024, highlighting an increase in interest expenses[41] Customer Acquisition and Market Position - Upland welcomed 110 new customers in Q4 2025, including 15 major customers, and expanded relationships with 199 existing customers[6] - Upland Qvidian released its first annual report on AI adoption in the proposal industry, highlighting trends and challenges in AI implementation[10] - Upland was recognized as a Major Player in the IDC MarketScape for its AI-powered knowledge management solution, Upland RightAnswers[10] Strategic Initiatives - The company plans to continue focusing on integrating AI functionality into its products to drive measurable ROI[30] - Upland's 2025 Share Repurchase Plan is expected to be executed in a manner that aligns with the company's financial strategy[30] Other Financial Metrics - The company experienced a depreciation and amortization expense of $6,770 for Q4 2025, compared to $13,580 in Q4 2024, indicating a reduction in asset-related costs[37] - Total stock-based compensation expense for Q4 2025 was $1,036, down from $3,192 in Q4 2024, suggesting improved cost management[42] - The weighted average common shares outstanding for Q4 2025 was 28,928,331, compared to 27,605,490 in Q4 2024, indicating an increase in share count[38] - The company reported a loss on divestitures of businesses amounting to $24,364 for the twelve months ended December 31, 2025[38]

Core Insights - Upland Software, Inc. has launched AI Conversational Search for its Panviva Sidekick, enhancing knowledge retrieval for enterprises [1] - The new feature integrates natural language processing with trusted organizational data, addressing the challenge of maintaining AI efficiency while ensuring regulatory compliance [1] Company Overview - Upland Software is recognized as a leader in AI-powered knowledge and content management software [1] - The introduction of Panviva Sidekick aims to transform enterprise knowledge retrieval processes [1]

Core Insights - Upland Software has launched the Upland BA Insight Platform, emphasizing a strategic investment in AI innovation to enhance search experiences for complex organizations [1][2] Product Features - The BA Insight Platform includes features such as SmartHub, ConnectivityHub, AutoClassifier, Smart Preview, and Connectors, aimed at delivering more connected, contextual, and actionable search experiences [1][2] - Key innovations focus on making search experiences smarter, faster, and more insightful, while maintaining the ability to utilize traditional search methods [3][4] Collaboration and Integration - The collaboration with Amazon Web Services (AWS) is crucial for delivering intelligent, secure, and scalable AI-driven search solutions, including native integrations with Amazon Q Business and AWS generative AI assistant [4][5] - This integration allows organizations to unlock conversational search capabilities and gain actionable insights across all content sources securely and at scale [4][5] Customer Impact - The BA Insight Platform is designed to enhance enterprise search and AI enablement, making it smarter and more intuitive for the future of work [5][6] - Over 1,100 enterprise customers rely on Upland Software to address complex challenges and facilitate AI adoption [6]