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, 2024 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) Delaware 27-2992077 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl ...

Financial Data and Key Metrics Changes - Upland Software reported a good Q4 2024, beating recurring revenue expectations and meeting adjusted EBITDA guidance midpoint [7] - Core organic growth in Q4 was flat, but the company is guiding for 2.5% core organic growth in 2025 [7][13] - Adjusted EBITDA margins are expected to increase by 400 basis points in 2025, from 20% in 2024 to 24% [14] - The net dollar retention rate improved to 96% at the end of 2024, up from 95% in the prior year [8] - Q4 adjusted EBITDA was $14.9 million, showing sequential growth from Q3 [8][17] - Free cash flow for Q4 was $9 million, contributing to a total of $23.4 million for the full year 2024 [8][18] Business Line Data and Key Metrics Changes - Upland welcomed 110 new customers in Q4, including 21 major customers, and expanded relationships with 291 existing customers [9] - The company earned 76 badges in the G2 Winner 2025 Market Reports, indicating strong product performance [9] - AI-enabled solutions have been integrated into 80% of the core content and knowledge management product portfolio [28] Market Data and Key Metrics Changes - The divestiture of two non-strategic product lines lowered the 2025 revenue guidance by approximately $18 million but had no impact on adjusted EBITDA [11][20] - The company expects reported total revenue for Q1 2025 to be between $59 million and $65 million, reflecting a decline of 12% at the midpoint from the previous year [21] Company Strategy and Development Direction - Upland is focusing on AI-enabled solutions to improve knowledge sharing and business outcomes, with a significant investment in product development [10][28] - The company aims to simplify its business by divesting underperforming products, which is expected to reduce execution risk and improve core organic growth [12][20] - The strategy includes enhancing the sales pipeline and upgrading sales talent to support new AI-enabled products [42] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the improving core organic growth rate and retention rates, targeting a net dollar retention rate of 98% by the end of 2025 [52] - The company anticipates a turnaround in growth, with a projected improvement from a negative 1% average quarterly growth rate in 2024 to 2.5% in 2025 [14][13] - Management acknowledged the impact of U.S. payroll taxes and costs related to divested assets on Q1 2025 performance [22] Other Important Information - Upland has paid down $33 million in debt in 2025, in addition to $189 million in 2024 [13][19] - The company plans to continue paying down debt by up to $2 million per month [19] Q&A Session Summary Question: Insights on AI strategy and use cases - Management highlighted significant investments in AI, with 80% of core products now AI-enabled, and noted strong sales opportunities in AI-driven products [28][30] Question: Status of asset unwind strategy and revenue impact - The divestiture of two product lines generated about $10 million, with a decline in Sunset asset revenues projected to drop from $32 million in 2024 to around $14 million in 2025 [34] Question: Go-to-market strategy and sales traction - Management discussed improvements in sales talent and demand generation since the HGGC investment, leading to better core organic growth and net renewal rates [42][43] Question: Timing of debt refinancing - Management indicated plans to refinance debt in the second half of the year, benefiting from a lower principal amount despite potentially higher rates [45] Question: Guidance for Q1 revenue range - The wider revenue guidance range for Q1 was attributed to the variability in perpetual license and professional services revenue [47] Question: Core net dollar retention rate components - The improvement in net dollar retention was driven by better gross retention rates and the focus on strong products with high renewal rates [52]

Financial Performance - Total revenue for Q4 2024 was $68.0 million, a decrease of 6% from $72.2 million in Q4 2023[5] - Subscription and support revenue was $64.3 million, down 6% from $68.2 million in Q4 2023[5] - GAAP net loss was $3.4 million, significantly improved from a net loss of $16.0 million in Q4 2023[5] - Adjusted EBITDA was $14.9 million, representing 22% of total revenue, compared to $14.1 million or 19% of total revenue in Q4 2023[5] - Total revenue for Q4 2024 was $68.027 million, a decrease of 5.9% compared to $72.178 million in Q4 2023[29] - Subscription and support revenue decreased to $64.332 million in Q4 2024 from $68.184 million in Q4 2023, representing a decline of 5.4%[29] - Net loss for Q4 2024 was $3.430 million, compared to a net loss of $16.012 million in Q4 2023, showing an improvement of 78.6%[29] - Adjusted EBITDA for Q4 2024 was $14,901 thousand, compared to $14,052 thousand in Q4 2023, reflecting a year-over-year increase of 6%[35] - Non-GAAP net income for the twelve months ended December 31, 2024, was $42,622 thousand, up from $37,868 thousand in 2023, representing a growth of 12%[36] - Non-GAAP earnings per share, diluted, increased to $0.41 in Q4 2024 from $0.14 in Q4 2023[36] Future Guidance - Upland expects Q1 2025 total revenue to be between $59.0 million and $65.0 million, reflecting a 12% decline at the midpoint from Q1 2024[7] - For the full year 2025, total revenue is expected to be between $231.5 million and $255.5 million, an 11% decrease at the midpoint from 2024[8] - Adjusted EBITDA for the full year 2025 is projected to be between $53.5 million and $65.5 million, with a 24% margin at the midpoint, a 7% increase from 2024[8] Customer Acquisition and Relationships - Upland welcomed 110 new customers in Q4 2024, including 21 major customers, and expanded relationships with 291 existing customers[4] Cost Management and Expenses - Total operating expenses decreased to $50.135 million in Q4 2024 from $57.851 million in Q4 2023, a reduction of 13.0%[29] - Stock-based compensation expense for the twelve months ended December 31, 2024, totaled $15,270 thousand, down from $22,874 thousand in 2023, indicating a reduction of 33%[39] - Amortization of purchased intangibles for the twelve months ended December 31, 2024, was $53,764 thousand, down from $70,566 thousand in 2023, a decrease of 24%[36] Cash Flow and Liquidity - Cash and cash equivalents decreased significantly to $56.426 million as of December 31, 2024, down from $236.559 million as of December 31, 2023[31] - Total assets decreased to $529.522 million as of December 31, 2024, compared to $870.024 million as of December 31, 2023, a decline of 39.1%[31] - Total liabilities decreased to $424.597 million as of December 31, 2024, from $626.092 million as of December 31, 2023, a reduction of 32.2%[31] - Net cash provided by operating activities for Q4 2024 was $9.341 million, compared to $8.789 million in Q4 2023, an increase of 6.3%[33] - Free Cash Flow for Q4 2024 was $9,021 thousand, an increase from $8,603 thousand in Q4 2023[38] Shareholder Information - The company reported a net loss per common share of $0.18 for Q4 2024, improving from a loss of $0.56 per share in Q4 2023[29] - The weighted-average common shares outstanding decreased to 27,605,490 in Q4 2024 from 30,995,441 in Q4 2023, a reduction of 10.0%[29] - Weighted average common shares outstanding, basic, decreased to 27,605,490 in Q4 2024 from 30,995,441 in Q4 2023[36] Impairment and Divestitures - The company divested two non-strategic product lines, reducing 2025 revenue guidance by approximately $18 million[6] - The company incurred impairment of goodwill amounting to $87,227 thousand for the twelve months ended December 31, 2024[36]

Core Viewpoint - Upland Software (UPLD) is expected to report a decline in revenues for the fourth quarter of 2024, despite benefiting from increased customer acquisitions and successful AI integrations. Revenue Expectations - Upland anticipates revenues between $65.9 million and $71.9 million for Q4 2024, reflecting a 5% year-over-year decline at the midpoint [2] - The Zacks Consensus Estimate for Q4 revenues is $68.06 million, indicating a 5.71% year-over-year decline [2] Earnings Estimates - The consensus estimate for earnings is 24 cents per share, representing a 71.43% increase from the same quarter last year [3] - Upland has beaten the Zacks Consensus Estimate in three of the last four quarters, with an average surprise of 29.23% [3] Key Growth Factors - Upland's Q4 performance is likely to benefit from increased customer acquisitions and successful AI integrations [4] - The company's Generative AI solutions contributed to new customer acquisitions and major expansions in Q3 2024, expected to drive growth in Q4 as well [4] Customer Acquisition and Engagement - Upland added 122 new customers in Q3 2024, including 18 major customers, and expanded relationships with 312 existing customers, including 27 major expansions [6] - This momentum is anticipated to contribute to revenue stability and potential growth in Q4 2024 [6] Stock Performance - Upland shares have declined 38% year-to-date, underperforming the broader Zacks Computer & Technology sector's decline of 9.7% and the Zacks Internet - Software industry's decrease of 3.2% [7] Valuation Metrics - Upland stock is considered cheap, with a Value Score of A, trading at a forward 12-month Price/Sales ratio of 0.28X, significantly lower than the industry's 4.20X [11] AI Integration and Partnerships - Upland's integration of generative AI into its solutions has been crucial for attracting new customers and enhancing relationships with existing ones [14] - The company launched Panviva Sidekick, an AI-powered assistant aimed at improving customer experience in complex industries [14][15] - Upland's partnerships with key players like Microsoft and Konica Minolta are expected to drive growth in Q4 [16] Strategic Initiatives - Upland announced the availability of BA Insight for Microsoft Azure AI Search, allowing seamless integration for intelligent content search [17] - The partnership with IBM WatsonX enhances Upland's product capabilities, attracting enterprise customers and addressing data privacy and compliance needs [18] Long-term Investment Perspective - Upland's robust AI portfolio and expanding partner base are seen as attractive for long-term investors [19] - However, the planned runoff of Sunset asset revenue is expected to impact financial performance in Q4 2024, contributing to overall revenue decline [19]

Company Overview - Upland Software Inc. has a market capitalization of $115 million and is based in Austin, TX [1] - The company operates in the application software segment of the information technology sector [1] Investment Strategy - The focus is on building financial assets for a fulfilling retirement, with an interest in both long and short trading strategies [1] - The use of inverse ETFs is considered to capitalize on market declines [1] - The goal is to execute a trading plan effectively and achieve absolute investing results [1] Learning and Development - Articles are viewed as a means to maintain focus on developing successful trades [1] - Feedback from the comments section is expected to provide learning opportunities [1]

Group 1 - Upland Software's stock closed at $3.94, with a daily increase of 0.51%, underperforming the S&P 500's gain of 0.72% and the Nasdaq's increase of 1.35% [1] - The stock has decreased by 18.16% over the past month, contrasting with the Computer and Technology sector's loss of 1.35% and the S&P 500's gain of 1.02% [1] Group 2 - Analysts expect Upland Software to report earnings of $0.24 per share, reflecting a year-over-year growth of 71.43% [2] - Revenue is forecasted to be $68.06 million, indicating a 5.71% decline compared to the same quarter last year [2] Group 3 - Recent shifts in analyst projections for Upland Software should be monitored, as positive revisions indicate analysts' confidence in the company's performance and profit potential [3] Group 4 - Empirical research shows that revisions in estimates correlate with stock price performance, leading to the development of the Zacks Rank system [4] Group 5 - The Zacks Rank system ranges from 1 (Strong Buy) to 5 (Strong Sell), with 1 ranked stocks yielding an average annual return of +25% since 1988 [5] - Upland Software currently holds a Zacks Rank of 3 (Hold), with no changes in the consensus EPS projection over the past 30 days [5] Group 6 - Upland Software has a Forward P/E ratio of 3.96, significantly lower than the industry average Forward P/E of 31.46 [6] - The Internet - Software industry is part of the Computer and Technology sector, which has a Zacks Industry Rank of 66, placing it in the top 27% of over 250 industries [6]

Company Performance - Upland Software closed at $4.50, with a daily change of -0.88%, which was less than the S&P 500's loss of 0.47% [1] - Over the past month, Upland Software's shares gained 4.61%, outperforming the Computer and Technology sector, which saw a loss of 0.19% [1] Upcoming Earnings - Analysts expect Upland Software to report earnings of $0.24 per share, reflecting a year-over-year growth of 71.43% [2] - The consensus revenue estimate is $68.06 million, indicating a 5.71% decline compared to the same quarter last year [2] Analyst Estimates - Recent changes in analyst estimates for Upland Software are important as they reflect short-term business trends [3] - Positive revisions in estimates indicate analyst optimism regarding the company's business and profitability [3] Zacks Rank and Valuation - Upland Software currently holds a Zacks Rank of 2 (Buy), with no change in the Zacks Consensus EPS estimate over the past month [5] - The company is trading at a Forward P/E ratio of 4.59, significantly lower than the industry average of 31.57, indicating a discount [6] Industry Context - Upland Software is part of the Internet - Software industry, which has a Zacks Industry Rank of 39, placing it in the top 16% of over 250 industries [6] - The Zacks Industry Rank measures the strength of industry groups based on the average Zacks Rank of individual stocks [7]

Stock Performance and Market Position - Upland Software (UPLD) shares surged 76.3% in the trailing six-month period, significantly outperforming the Zacks Computer & Technology sector's return of 1.1% and the Zacks Internet - Software industry's rise of 14.7% [2] - The company's strong focus on customer expansion and successful AI integrations contributed to its outperformance [2] - Upland's forward 12-month Price/Sales ratio stands at 0.43, lower than the industry's 3.01, indicating attractive valuation [6] AI-Driven Growth and Product Innovations - Upland integrated AI-powered features into products like Upland Qvidian and launched Altify MaxAI, an AI-powered enhancement to its Altify account planning and deal management software [5][11] - The company's AI-driven solutions, including Upland RightAnswers and Upland BA Insight, attracted new business and solidified its market position [13][14] - Upland's AI initiatives, such as the partnership with IBM WatsonX, enhanced product capabilities and attracted enterprise customers [5] Customer Expansion and Partnerships - In Q3 2024, Upland added 122 new customers, including 18 major accounts, and expanded relationships with 312 existing customers, 27 of which were major expansions [9] - The company expanded its partnership with Konica Minolta to provide secure, cloud-based fax solutions integrated into Konica Minolta's bizhub One i-Series Multi-Function Printer [3] - Upland announced the availability of BA Insight for Microsoft Azure AI Search in the Microsoft Azure Marketplace, allowing seamless integration with Azure AI Search [4] Financial Performance and Estimates - The Zacks Consensus Estimate for 2025 earnings is pegged at 99 cents per share, implying a year-over-year decline of 4.81% [17] - The Zacks Consensus Estimate for 2025 revenues is $266.90 million, suggesting a decline of 2.89% from 2024's estimated figure of $274.83 million [17] - Upland's earnings beat the Zacks Consensus Estimate in three of the trailing four quarters, with an average surprise of 10.44% [18] Strategic Positioning and Future Outlook - Upland's robust portfolio and expanding partner base make the stock attractive for long-term investors [19] - The company's integration of AI across its solutions has significantly boosted sales productivity and customer relationships [16] - Upland is set to strengthen its position as a leader in AI-powered enterprise tools, despite the planned runoff of Sunset asset revenue negatively impacting overall revenues [16]

Group 1 - Upland Software's stock closed at $4.61, reflecting a +0.44% change, outperforming the S&P 500's daily gain of 0.16% [1] - Over the last month, Upland Software's shares decreased by 13.56%, underperforming compared to the Computer and Technology sector's loss of 0.17% and the S&P 500's loss of 2.8% [2] - The upcoming earnings disclosure is expected to show an EPS of $0.24, a 71.43% increase year-over-year, while revenue is anticipated to be $68.06 million, indicating a 5.71% decline from the same quarter last year [3] Group 2 - Recent changes to analyst estimates for Upland Software are crucial, as upward revisions indicate positive sentiment regarding the company's business operations and profit generation [4] - The Zacks Rank system, which correlates estimate revisions with stock price performance, currently ranks Upland Software as 1 (Strong Buy) [5][6] - Upland Software's Forward P/E ratio is 4.64, significantly lower than the industry's average Forward P/E of 29.33, indicating a valuation discount [7] Group 3 - The Internet - Software industry, to which Upland Software belongs, has a Zacks Industry Rank of 33, placing it in the top 14% of over 250 industries [7] - The strength of industry groups is measured by the Zacks Industry Rank, with the top 50% rated industries outperforming the bottom half by a factor of 2 to 1 [8]

Core Viewpoint - Investing in bargain stocks with recent price momentum is considered safer, with a focus on identifying fast-moving stocks that remain attractively priced [1] Group 1: Stock Performance - Upland Software (UPLD) has experienced a significant price increase of 39.6% over the past four weeks, indicating growing investor interest [2] - The stock has gained 79.6% over the past 12 weeks, demonstrating its ability to deliver positive returns over a longer time frame [8] - UPLD has a beta of 1.32, suggesting it moves 32% higher than the market in either direction, indicating fast-paced momentum [3] Group 2: Valuation Metrics - UPLD is currently trading at a Price-to-Sales ratio of 0.45, meaning investors pay only 45 cents for each dollar of sales, which is considered a reasonable valuation [4] - The favorable valuation metrics position UPLD as an attractive investment opportunity despite its fast-paced momentum [4] Group 3: Analyst Ratings and Momentum - UPLD has earned a Zacks Rank 1 (Strong Buy) due to an upward trend in earnings estimate revisions, which attracts more investor interest [9] - The stock has a Momentum Score of B, indicating it is an opportune time to invest in UPLD to capitalize on its momentum [13] Group 4: Investment Strategy - The 'Fast-Paced Momentum at a Bargain' screen identifies several stocks, including UPLD, that are suitable for momentum investing [5][7] - Momentum investing focuses on buying high and selling higher, contrasting with traditional strategies of buying low and selling high [7]