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What changed in Upland Software, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Upland Software, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+338 added−340 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-12)

Top changes in Upland Software, Inc.'s 2025 10-K

338 paragraphs added · 340 removed · 232 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese products provide tools for content capture, storage, retrieval, and automated processing, as well as secure digital faxing to replace traditional fax infrastructure. Additionally, Upland’s portfolio includes solutions for project and portfolio management, customer reference management, and IT spending management, which assist organizations in resource planning, governance, and operational oversight. • Digital Marketing.
Biggest changeUpland offers Content Lifecycle and Workflow Automation solutions that support document management, compliance, and process efficiency across various industries. These products provide tools for content capture, storage, retrieval, and automated processing, as well as secure digital faxing to replace traditional fax infrastructure.
In addition, we continue to expand the range of integrations between our software and third-party applications and platforms, which we believe make our applications more attractive to a broader audience of potential customers. Customers We service customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.
In addition, we continue to expand the range of integrations between our software and third-party applications and platforms, which we believe make our applications more attractive to a broader audience of potential customers. 5 Customers We service customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.
In addition, we intend to add new applications that will address additional functions within the enterprise spectrum. We believe these initiatives will significantly increase the value of our partnership with our customers, further strengthen our competitive position, and drive increased adoption of multiple applications by our customers. 5 ▪ Add new customers .
In addition, we intend to add new applications that will address additional functions within the enterprise spectrum. We believe these initiatives will significantly increase the value of our partnership with our customers, further strengthen our competitive position, and drive increased adoption of multiple applications by our customers. ▪ Add new customers .
In addition to our direct sales organization, we have an indirect sales organization that sells through alliances with strategic partners that can leverage our applications with their complementary services and technologies. We employ a land-and-expand go-to-market strategy.
In addition to our direct sales organization, we have an indirect sales organization that through alliances with strategic partners that can leverage our applications with their complementary services and technologies. We employ a land-and-expand go-to-market strategy.
We maintain direct sales and marketing capabilities to further grow our customer base. We also maintain indirect sales channels through alliances with strategic partners that can leverage our applications with their complementary services and technologies.
We maintain direct sales and marketing capabilities to grow our customer base. We also maintain indirect sales channels through alliances with strategic partners that can leverage our applications with their complementary services and technologies.
Our customer base is highly diverse and spans a broad array of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, retail and hospitality. We service customers of varying size, ranging from large global corporations and government agencies as well as small and medium-sized businesses.
Our customer base is highly diverse and spans a broad array of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, and hospitality. We service customers of varying size, from large global corporations and government agencies as well as small and medium-sized businesses.
We have institutionalized a set of unique customer commitments and deliverables we call the Upland Customer Success Program that includes onboarding and training, a dedicated customer success representative, upgraded success plans, virtual user conferences, periodic executive outreach, Net Promoter Score (“NPS”), and an ongoing customer feedback loop. • Quality-Focused R&D .
We have institutionalized a set of unique customer commitments and deliverables we call the Upland Customer Success Program that includes onboarding and training, a dedicated customer success representative, upgraded success plans, virtual user conferences, periodic executive outreach, Net Promoter Score (NPS), and an ongoing customer feedback loop. • Quality-Focused R&D .
We have a dedicated customer success organization whose mission is to drive adoption, value realization, retention, and loyalty across our customer base. Our focus on enabling our customers’ success is a key reason our annual net dollar retention rate was 96% as of December 31, 2024. See “ Item 7.
We have a dedicated customer success organization whose mission is to drive adoption, value realization, retention, and loyalty across our customer base. Our focus on enabling our customers’ success is a key reason our annual net dollar retention rate was 96% as of December 31, 2025. See “ Item 7.
This organization consists of dedicated teams with a mission to drive adoption of our products, value realization, retention, and loyalty across our customer base. Our customer success organization has three core functional areas with strategic focus on customer relationship management: • Customer Success Management.
This organization consists of dedicated teams with a mission to drive adoption of our products, value realization, retention, and loyalty across our customer base. 6 Our customer success organization has three core functional areas with strategic focus on customer relationship management: • Customer Success Management (“CSM”).
Our customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, retail and hospitality. For the year ended December 31, 2024, approximately 90% of our recurring revenue was generated from what we consider to be major accounts.
Our customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, and hospitality. For the year ended December 31, 2025, approximately 88% of our recurring revenue was generated from what we consider to be major accounts.
We have partnered with third-party hosting platforms to provide the hardware and infrastructure necessary to provide our services to our customers. Third-party hosting platform facilities provide 24/7/365 security, biometric access controls, redundant networking, power and environmental systems, and monitoring. Upland Software designs and operates the infrastructure architecture with fully redundant subsystems, highly available configurations, and defense in depth security zones.
We have partnered with third-party hosting platforms to provide the hardware and infrastructure necessary to provide our services to our customers. Third-party hosting platform facilities provide 24/7/365 security, biometric access controls, redundant networking, power and environmental systems, and monitoring. We design and operate the infrastructure architecture with fully redundant subsystems, highly available configurations, and defense in depth security zones.
We have more than 10,000 customers, with no customer representing more than 10% of our revenue. • Our portfolio of cloud applications . We offer a family of AI-powered, proven cloud-based software applications that address specific enterprise needs. • Recurring revenue model with high visibility .
We have more than 1,100 enterprise customers, with no customer representing more than 10% of our revenue. • Diversified family of cloud applications . We offer a family of AI-powered, proven cloud-based software applications that address specific enterprise needs. • Recurring revenue model with high visibility .
Our lead and demand generation programs include: ▪ website improvements to provide information about us, our AI advancements, and our cloud-based software products and to serve as a platform to capture interest and leads; ▪ third-party data software platform utilization to identify prospects doing research on relevant software solutions; ▪ integrated digital marketing campaigns, including email, search and social media advertising, blogs, and webinars; ▪ search engine optimization to improve organic search keyword rankings; ▪ hosted marketing events for customers and prospective customers; ▪ account based marketing programs targeting specific organizations with our unique ideal customer profile; ▪ participation in, and sponsorship of, executive events, trade shows, and industry events; ▪ our online virtual user conferences; ▪ public relations, analyst relations, peer review, and organic social media initiatives; and ▪ sales development representatives (“SDR”) who respond to incoming leads to convert them into new sales opportunities, as well as proactive outbound prospecting into targeted accounts. 6 Customer Success Our customer success organization is structured to manage all aspects of our post-sale customer lifecycle.
Our lead and demand generation programs include: ▪ website improvements to provide information about us, our AI advancements, and our cloud-based software products and to serve as a platform to capture interest and leads; ▪ third-party data software platform utilization to identify prospects doing research on relevant software solutions; ▪ integrated digital marketing campaigns, including email, search and social media advertising, blogs, and webinars; ▪ traditional search engine optimization (SEO) to improve organic search keyword rankings and AI search generative engine optimization (GEO) to improve AI prompt results; ▪ hosted marketing events for customers and prospective customers; ▪ account based marketing programs targeting specific organizations with our unique ideal customer profile; ▪ participation in, and sponsorship of, executive events, trade shows, and industry events; ▪ our online virtual user conferences; ▪ public relations, analyst relations, peer review, and organic social media initiatives; and ▪ sales development representatives (“SDR”) who respond to incoming leads to convert them into new sales opportunities, as well as proactive outbound prospecting into targeted accounts.
For customers that have more urgent support requirements, Upland Premier Success Plans provide enhanced response times and availability for the most severe support requests. • Enterprise Cloud Platform. Upland’s products run on an enterprise-class cloud environment - delivering power, reliability, and flexibility.
For customers that have more urgent support requirements, Upland Premier Success Plans provide enhanced response times and availability for the most severe support requests. • Enterprise Cloud Platform. Upland’s products run on an enterprise-class cloud environment - delivering power, reliability, and flexibility. We utili ze third-party cloud providers for our cloud-based products.
Today, we use AI tools to internally boost development, testing, and overall employee efficiency. • Customer-Driven Innovation. Customer feedback is at the heart of the Upland customer experience. New features are added and prioritized in our product roadmaps, and then fine-tuned, based on direct customer input.
We have created our own R&D Center of Excellence in India and use AI tools to internally boost development, testing, and overall employee efficiency. • Customer-Driven Innovation. Customer feedback is at the heart of the Upland customer experience. New features are added and prioritized in our product roadmaps, and then fine-tuned, based on direct customer input.
In addition, our management’s extensive knowledge of the industry and experience in building businesses has enabled us to establish a leading position within the enterprise software market. • Cloud-based delivery . We deliver our software applications and functionality primarily through the cloud, with no hardware or software installation required by our customers.
In addition, our management has extensive knowledge of the industry and experience in building businesses within the enterprise software market. • Cloud-based delivery . We deliver our software applications and functionality primarily through the cloud, with no hardware or software installation required by our customers.
Our approach to research and development (“R&D”) at Upland is straight-forward: prioritize the customer need, leverage a metrics-driven agile approach with visibility and accountability, and deploy up-to-date development systems and processes to ensure quality and security are built into every step of development. In 2022, we announced the creation of our own R&D Center of Excellence in India.
Our approach to research and development (R&D) at Upland is straightforward: prioritize the customer need, leverage a metrics-driven agile approach with visibility and accountability, and deploy up-to-date development systems and processes to ensure quality and security are built into every step of development.
In addition, sensitive customer data is encrypted “at rest” and “in transit” over secure connections to redundant storage in a secondary location. 7 We maintain a formal and comprehensive security program designed to help preserve the security and integrity of customer data, protect against security threats or data breaches, and prevent unauthorized access to data. See
We maintain a formal and comprehensive security program designed to help preserve the security and integrity of customer data, protect against security threats or data breaches, and prevent unauthorized access to data. See
Our family of applications offers high levels of security through logical data segregation and through limiting access to our platform to only those individuals authorized by our customers.
Our family of applications offers high levels of security through logical data segregation and through limiting access to our platform to only those individuals authorized by our customers. In addition, sensitive customer data is encrypted “at rest” and “in transit” over secure connections to redundant storage in a secondary location.
Features include AI-driven search, content recommendations, and workflow integrations aimed at improving information accessibility and operational efficiency. • Content Lifecycle and Workflow Automation. Upland offers Content Lifecycle and Workflow Automation solutions that support document management, compliance, and process efficiency across various industries.
These solutions support internal knowledge sharing, customer self-service, and contact center operations by enabling access to accurate and up-to-date information. Features include AI-driven search, content recommendations, and workflow integrations aimed at improving information accessibility and operational efficiency. • Content Lifecycle and Workflow Automation.
Our operating model is built on six core functions: • High-Touch Customer Success Program.
Additionally, Upland’s portfolio includes solutions for project and portfolio management, customer reference management, and IT spending management, which assist organizations in resource planning, governance, and operational oversight. Our operating model is built on six core functions: • High-Touch Customer Success Program.
Item 1. Business Upland provides cloud-based software applications in the following categories: • Knowledge Management. Upland provides Knowledge Management solutions designed to help organizations capture, organize, and distribute information to employees and customers. These solutions support internal knowledge sharing, customer self-service, and contact center operations by enabling access to accurate and up-to-date information.
Item 1. Business Upland is a leader in AI-powered knowledge and content management software. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI in the following business functions: • Knowledge Management. Upland provides Knowledge Management solutions designed to help organizations capture, organize, and distribute information to employees and customers.
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Upland’s Digital Marketing solutions provide tools for audience engagement, campaign management, and content distribution across digital channels. These solutions support mobile messaging and email marketing, audience development, and campaign automation, with features such as segmentation, analytics, and interactive content creation. The platform is designed to help organizations manage digital communications and improve outreach strategies.
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Customer Success Our customer success organization is structured to manage all aspects of our post-sale customer lifecycle.
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Since 2023, in an effort to achieve our strategic development objectives, we increased our hiring in the Center of Excellence while maintaining a similar cost structure, created development pods to partner specifically with our business units, and materially improved our development capacity and product competitiveness.
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We utili ze third-party cloud providers for our cloud-based products and move acquired products to third-party cloud providers in connection with our acquisition integration program.
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Our subscription agreements are typically sold either on a per-seat basis or on a minimum contracted volume basis with overage fees billed in arrears, depending on the application being sold. Contract terms typically range from one to three years and are prepaid annually in advance.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs we have shifted to a focus on organic growth, we will continue to be opportunistic in our review of suitable acquisition candidates, but may not be able to find or consummate acquisitions on acceptable terms, or we may be unable to successfully integrate acquisitions, which could disrupt our operations and adversely impact our business and operating results. • The failure to timely and accurately implement Artificial Intelligence (“AI”), and other new technologies, successfully in our product offerings could have a material adverse effect on our business, competitive position, results of operations, financial condition and prospects, and also result in reputational harm or liability. • Perpetual license revenue is unpredictable, and a material increase or decrease in perpetual license revenue from period to period can produce substantial variation in the total revenue and earnings we recognize in a given period. • Any disruption of service at the data centers that house our equipment and deliver our applications or with our hosting service provider could harm our business. • Actual or perceived security vulnerabilities in our solutions and services or cyberattacks on our networks could have a material adverse impact on our business, results of operations and financial condition. • Our success depends on our ability to adapt to technological change and continue to innovate. • If our applications contain serious errors or defects, we may lose revenue and market acceptance, and we may incur costs to defend or settle product-related claims. • If we fail to integrate our applications with other software applications and competitive or adjacent offerings that are developed by others, or fail to make our applications available on mobile and other handheld devices, our applications may become less marketable, less competitive or obsolete, and our operating results could be harmed. • Our use of open source software could negatively affect the performance of our applications and our ability to sell our applications and subject us to possible litigation. • Certain of our operating results and financial metrics are difficult to predict as a result of seasonality. • We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights. • We could incur substantial costs in protecting our intellectual property from infringement, and any failure to protect our intellectual property could impair our business. • We rely on third-party software that is required for the development and deployment of our applications, which may be difficult to obtain or which could cause errors or failures of our applications. 10 Market Risks • The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected. • Our quarterly operating results may fluctuate in the future.
Biggest changeAmong these important risks are the following: Risks Related to Our Business • Our business strategy includes plans for organic growth, and our financial condition and results of operations could be adversely affected if we fail to grow or fail to manage our growth effectively. • Our growth depends on our ability to retain existing customers and secure additional subscriptions and cross-sell opportunities from existing customers. • We depend on our senior management team and the loss of one or more key personnel, or an inability to attract and retain highly skilled personnel may impair our ability to grow our business. • Because we generally recognize revenue from our customers over the terms of their agreements, downturns or upturns in our business may not be immediately reflected in our operating results. • We face various risks associated with operating as a multinational corporation and our growth and long-term success depends, in part, on our ability to expand our international sales and operations. • Our sales cycles can be lengthy and variable, which may cause changes in our operating results. • The failure to timely and accurately implement Artificial Intelligence (“AI”), and other new technologies, successfully in our product offerings could have a material adverse effect on our business, competitive position, results of operations, financial condition and prospects, and also result in reputational harm or liability. • Perpetual license revenue is unpredictable, and a material increase or decrease in perpetual license revenue from period to period can produce substantial variation in the total revenue and earnings we recognize in a given period. • Any disruption of service at the data centers that house our equipment and deliver our applications or with our hosting service provider could harm our business. • Actual or perceived security vulnerabilities in our solutions and services or cyberattacks on our networks could have a material adverse impact on our business, results of operations and financial condition. • Our success depends on our ability to adapt to technological change and continue to innovate. • If our applications contain serious errors or defects, we may lose revenue and market acceptance, and we may incur costs to defend or settle product-related claims. • If we fail to integrate our applications with other software applications and competitive or adjacent offerings that are developed by others, or fail to make our applications available on mobile and other handheld devices, our applications may become less marketable, less competitive or obsolete, and our operating results could be harmed. • Our use of open-source software could negatively affect the performance of our applications and our ability to sell our applications and subject us to possible litigation. • Certain of our operating results and financial metrics are difficult to predict as a result of seasonality. • We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights. • We could incur substantial costs in protecting our intellectual property from infringement, and any failure to protect our intellectual property could impair our business. • We rely on third-party software that is required for the development and deployment of our applications, which may be difficult to obtain or which could cause errors or failures of our applications. • We continually assess the strategic fit of our existing businesses and may sunset and/or divest of certain underperforming or non-strategic assets that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. • In the past, we have made acquisitions a primary component of our growth strategy.
Our future effective tax rates could be adversely affected by the following: • changes in tax laws or the interpretation of such tax laws as applied to our business and corporate structure in the United States, Australia, Canada, France, Germany, India, Ireland, Israel, Malaysia, the Netherlands, Romania and the United Kingdom, or other international locations where we have operations; • earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the United States federal and state statutory tax rates; • an increase in expenses not deductible for tax purposes; • changes in tax benefits from stock-based compensation; • changes in the valuation allowance against our deferred tax assets; • changes in judgment from the evaluation of new information that results in a recognition, derecognition or change in measurement of a tax position taken in a prior period; • increases to interest or penalty expenses classified in the financial statements as income taxes; • new accounting standards or interpretations of such standards; or 23 • results of examinations by the Internal Revenue Service (“IRS”), state, and foreign tax or other governmental authorities.
Our future effective tax rates could be adversely affected by the following: • changes in tax laws or the interpretation of such tax laws as applied to our business and corporate structure in the United States, Australia, Canada, France, Germany, India, Ireland, Israel, Malaysia, the Netherlands, Romania and the United Kingdom, or other international locations where we have operations; • earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the United States federal and state statutory tax rates; • an increase in expenses not deductible for tax purposes; • changes in tax benefits from stock-based compensation; • changes in the valuation allowance against our deferred tax assets; • changes in judgment from the evaluation of new information that results in a recognition, derecognition or change in measurement of a tax position taken in a prior period; • increases to interest or penalty expenses classified in the financial statements as income taxes; • new accounting standards or interpretations of such standards; or • results of examinations by the Internal Revenue Service (“IRS”), state, and foreign tax or other governmental authorities.
These provisions include the following: • our certificate of incorporation provides for a classified board of directors with staggered three-year terms so that not all members of our board of directors are elected at one time; • directors may be removed by stockholders only for cause; • our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • special meetings of our stockholders may be called only by our Chief Executive Officer, our board of directors or holders of not less than the majority of our issued and outstanding capital stock limiting the ability of minority stockholders to take certain actions without an annual meeting of stockholders; • our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent are approved in advance by our board of directors and, as a result, a holder, or holders, controlling a majority of our capital stock would generally not be able to take certain actions without holding a stockholders’ meeting; • our certificate of incorporation prohibits cumulative voting in the election of directors.
These provisions include the following: • our certificate of incorporation provides for a classified board of directors with staggered three-year terms so that not all members of our board of directors are elected at one time; • directors may be removed by stockholders only for cause; • our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • special meetings of our stockholders may be called only by our Chief Executive Officer, our board of directors or holders of not less than the majority of our issued and outstanding capital stock limiting the ability of minority stockholders to take certain actions without an annual meeting of stockholders; • our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent are approved in advance by our board of directors and, as a result, a holder, or holders, controlling a majority of our capital stock would generally not be able to take certain actions without holding a stockholders’ meeting; 29 • our certificate of incorporation prohibits cumulative voting in the election of directors.
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following: • cease selling or using applications that incorporate the intellectual property that we allegedly infringe; • make substantial payments for legal fees, settlement payments or other costs or damages; • obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or 18 • redesign the allegedly infringing applications to avoid infringement, which could be costly, time-consuming or impossible.
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following: • cease selling or using applications that incorporate the intellectual property that we allegedly infringe; • make substantial payments for legal fees, settlement payments or other costs or damages; • obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or • redesign the allegedly infringing applications to avoid infringement, which could be costly, time-consuming or impossible.
Some of the factors that may cause the market price of our common stock to fluctuate include: • actual or anticipated changes in the estimates of our operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our common stock; 30 • price and volume fluctuations in the overall equity markets from time to time; • significant volatility in the market price and trading volume of comparable companies; • changes in the market perception of software generally or in the effectiveness of our applications in particular; • disruptions in our services due to computer hardware, software or network problems; • announcements of technological innovations, new products, strategic alliances or significant agreements by us or by our competitors; • announcements of new customer agreements or upgrades and customer downgrades or cancellations or delays in customer purchases; • litigation involving us; • our ability to successfully consummate and integrate acquisitions; • investors’ general perception of us; • recruitment or departure of key personnel; • sales of our common stock by us or our stockholders; • fluctuations in the trading volume of our shares or the size of our public float; and • general economic, legal, industry and market conditions and trends unrelated to our performance.
Some of the factors that may cause the market price of our common stock to fluctuate include: • actual or anticipated changes in the estimates of our operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our common stock; • price and volume fluctuations in the overall equity markets from time to time; • significant volatility in the market price and trading volume of comparable companies; • changes in the market perception of software generally or in the effectiveness of our applications in particular; • disruptions in our services due to computer hardware, software or network problems; • announcements of technological innovations, new products, strategic alliances or significant agreements by us or by our competitors; • announcements of new customer agreements or upgrades and customer downgrades or cancellations or delays in customer purchases; • litigation involving us; • our ability to successfully consummate and integrate acquisitions; • investors’ general perception of us; 32 • recruitment or departure of key personnel; • sales of our common stock by us or our stockholders; • fluctuations in the trading volume of our shares or the size of our public float; and • general economic, legal, industry and market conditions and trends unrelated to our performance.
Provisions in our certificate of incorporation and bylaws, as amended and restated, will contain provisions that may depress the market price of our common stock by acting to discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for 27 your shares of our common stock.
Provisions in our certificate of incorporation and bylaws, as amended and restated, will contain provisions that may depress the market price of our common stock by acting to discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock.
In addition, so long as the Purchaser and its affiliates beneficially own in the aggregate at least 5% of the shares of our common stock on a fully diluted basis including the shares of common stock issuable upon conversion of shares of Series A Preferred Stock, the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a single class, are entitled to nominate and elect one individual to serve on our board of directors.
In addition, so long as the original purchaser and its affiliates beneficially own in the aggregate at least 5% of the shares of our common stock on a fully diluted basis including the shares of common stock issuable upon conversion of shares of Series A Preferred Stock, the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a single class, are entitled to nominate and elect one individual to serve on our board of directors.
If we cannot effectively make our applications available on these devices or be able to offer or integrate different messaging capabilities, we may experience difficulty attracting and retaining customers. 17 Our use of open source software could negatively affect the performance of our applications and our ability to sell our applications and subject us to possible litigation.
If we cannot effectively make our applications available on these devices or be able to offer or integrate different messaging capabilities, we may experience difficulty attracting and retaining customers. Our use of open-source software could negatively affect the performance of our applications and our ability to sell our applications and subject us to possible litigation.
If our security measures or those of our third-party software providers and data 16 centers are breached as a result of third-party action, employee error, malfeasance or otherwise, resulting in unauthorized access to customer data, our reputation will be damaged, our business may suffer, and we could incur significant liability.
If our security measures or those of our third-party software providers and data centers are breached as a result of third-party action, employee error, malfeasance or otherwise, resulting in unauthorized access to customer data, our reputation will be damaged, our business may suffer, and we could incur significant liability.
Any such tax assessments may adversely affect the results of our operations. Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S. and foreign tax law changes, outcomes of current or future tax examinations, or by material differences between our forecasted and actual effective tax rates.
Any such tax assessments may adversely affect the results of our operations. 23 Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S. and foreign tax law changes, outcomes of current or future tax examinations, or by material differences between our forecasted and actual effective tax rates.
Despite our efforts to build secure services, we can make no assurance that we will be able to detect, prevent, timely and adequately address, or mitigate the negative effects of cyberattacks or other security breaches. Our success depends on our ability to adapt to technological change and continue to innovate.
Despite our efforts to build secure services, we can make no assurance that we will be able to detect, prevent, timely and adequately address, or mitigate the negative effects of cyberattacks or other security breaches. 15 Our success depends on our ability to adapt to technological change and continue to innovate.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject 26 to substantial civil or criminal penalties, including: the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including: the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.
Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents 15 further risks and challenges. While we aim to use AI ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges. While we aim to use AI ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
In addition, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to suits by parties claiming infringement due to the reliance by our applications on certain open source software.
In addition, there have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their products. As a result, we could be 16 subject to suits by parties claiming infringement due to the reliance by our applications on certain open-source software.
Governments are increasingly focused on ways to increase tax revenues, particularly from multinational corporations, which may lead to an increase in audit activity and harsher positions taken by tax authorities. We are currently subject to tax audits in various jurisdictions and these jurisdictions may assess additional tax liabilities against us.
Governments are increasingly focused on ways to increase tax revenues, particularly from multinational corporations, which may lead to an increase in audit activity and 24 harsher positions taken by tax authorities. We are currently subject to tax audits in various jurisdictions and these jurisdictions may assess additional tax liabilities against us.
If we are unable to successfully develop or acquire new software capabilities and functionality, enhance our existing applications to anticipate and meet customer preferences, sell our applications into new markets, or adapt to changing industry standards in software, our revenue and results of operations would be adversely affected.
If we are unable to successfully develop new software capabilities and functionality, enhance our existing applications to anticipate and meet customer preferences, sell our applications into new markets, or adapt to changing industry standards in software, our revenue and results of operations would be adversely affected.
If our competitors’ products, service, or technologies become more accepted than our software applications, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, our revenues could be adversely affected. Our quarterly operating results may fluctuate in the future.
If our competitors’ products, services, or technologies become more accepted than our software applications, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, our revenues could be adversely affected. Our quarterly operating results may fluctuate in the future.
Risk Management and Strategy A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures.
Risk Management and Strategy A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures.
In addition, under the terms of our Series A Preferred Stock, holders of our Series A Preferred Stock have certain approval rights over additional financings. Additional funding may not be available to us on acceptable terms or at all.
In addition, under the terms of our Series A Preferred Stock, holders of our Series A Preferred Stock have certain approval rights over additional financings. Additional funding may not be available to us on 20 acceptable terms or at all.
There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
In addition, there are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
Such governance rights may grant the holders of our Series A Preferred Stock additional control rights, which may impact our ability to run our business, and may adversely affect the trading price of our common stock.
Such governance rights may grant the holders of our Series A Preferred Stock additional control rights, which may 30 impact our ability to run our business, and may adversely affect the trading price of our common stock.
If we fail to comply with the GDPR, or if regulators assert we have failed to comply with the GDPR, we may be subject to, for example, regulatory enforcement actions, that can result in monetary penalties of up to 4% of our annual worldwide revenue or EUR 20 million (whichever is higher), private lawsuits, class actions, regulatory orders to stop processing and delete data, and reputational damage.
If we fail to comply with the GDPR, or if regulators assert we have failed to comply with the GDPR, we may be subject to, for example, regulatory enforcement actions that can result in monetary penalties of up to 4% of our annual worldwide revenue or EUR 20 million (whichever is higher), orders restricting or prohibiting data processing, private lawsuits, class actions, regulatory orders to stop processing and delete data, and reputational damage.
If few analysts commence coverage of us, the trading price of our stock would likely decrease if one or more of the analysts covering our business downgrade their evaluation of our stock, the price of our stock could decline.
If few analysts commence coverage of us, the trading 28 price of our stock would likely decrease if one or more of the analysts covering our business downgrade their evaluation of our stock, the price of our stock could decline.
Many of our competitors and potential competitors are larger and have greater brand name recognition, 19 longer operating histories, larger marketing budgets, and significantly greater resources than we do.
Many of our competitors and potential competitors are larger and have greater brand name recognition, longer operating histories, larger marketing budgets, and significantly greater resources than we do.
This discussion may include reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
This discussion may include reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties.
The Company’s Security & Compliance Team (“S&C Team”) has established policies, procedures, and controls to protect information assets, mitigate risks, and ensure compliance with relevant laws and regulations. The S&C Team regularly reviews and updates security practices, and stays updated on emerging threats, best practices, and evolving regulatory requirements to adapt Upland’s security measures accordingly.
Our Security & Compliance Team (“S&C Team”) has established policies, procedures, and controls to protect information assets, mitigate risks, and ensure compliance with relevant laws and regulations. The S&C Team regularly reviews and updates security practices, and stays updated on emerging threats, best practices, and evolving regulatory requirements to adapt Upland’s security measures accordingly.
The remaining $61.9 million carryforward without expiration in accordance with provisions of the Tax Act (as described below in the risk factor titled " Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position.
The remaining $58.9 million carryforward without expiration in accordance with provisions of the Tax Act (as described below in the risk factor titled " Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position.
If we were to become involved in securities litigation, it could result in substantial costs, divert management’s attention and resources from our business and adversely affect our business. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity Cybersecurity represents a critical component of the Company’s overall approach to risk management.
If we were to become involved in securities litigation, it could result in substantial costs, divert management’s attention and resources from our business and adversely affect our business. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity Cybersecurity represents a critical component of our overall approach to risk management.
Upon issuance of the Series A Preferred Stock, holders of our common stock will experience dilution of both economic and voting rights, and, because we may pay dividends in kind by increasing the liquidation value of each share of Series A Preferred Stock, holders of common stock will be further diluted at each regular dividend payment date.
Upon issuance of the Series A Preferred Stock, holders of our common stock experienced dilution of both economic and voting rights, and, because we may pay dividends in kind by increasing the liquidation value of each share of Series A Preferred Stock, holders of common stock will be further diluted at each regular dividend payment date.
For example, our Series A Preferred Stock contains a number of restrictive covenants. See " —Risks Related to Our Common Stock .” 20 Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations and interest expense to increase significantly.
For example, our Series A Preferred Stock contains a number of restrictive covenants. See " —Risks Related to Ownership of Our Common Stock .” Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations and interest expense to increase significantly.
As a result, we are subject to a number of risks, including: • inflation and actions taken by central banks to counter inflation; • foreign currency fluctuations and controls; • international and regional economic, political and labor conditions, including any instability or security concerns abroad, such as uncertainty caused by economic sanctions, trade disputes, armed conflicts and wars, including the Russia-Ukraine and Israeli-Hamas wars; • changes to tax laws (including U.S. taxes on foreign subsidiaries); • increased financial accounting and reporting burdens and complexities; • changes in, or impositions of, legislative or regulatory requirements; • changes in laws governing the free flow of data across international borders; • failure of laws to protect our intellectual property rights adequately; • inadequate local infrastructure and difficulties in managing and staffing international operations; • delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers; • the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business; • costs and delays associated with developing products in multiple languages; • operating in locations with a higher incidence of corruption and fraudulent business practices; and • other factors beyond our control, such as terrorism, war, natural disasters, climate change and pandemics and resulting restrictions on business activity, which may vary significantly by region.
As a result, we are subject to a number of risks, including: • inflation and actions taken by central banks to counter inflation; • foreign currency fluctuations and controls; • international and regional economic, political and labor conditions, including any instability or security concerns abroad, such as uncertainty caused by economic sanctions, trade disputes, and geopolitical uncertainty; • tax laws (including U.S. taxes on foreign subsidiaries); • increased financial accounting and reporting burdens and complexities; • changes in, or impositions of, legislative or regulatory requirements; • changes in laws governing the free flow of data across international borders; • failure of laws to protect our intellectual property rights adequately; • inadequate local infrastructure and difficulties in managing and staffing international operations; • delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers; • the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business; • costs and delays associated with developing products in multiple languages; • operating in locations with a higher incidence of corruption and fraudulent business practices; and • other factors beyond our control, such as terrorism, war, natural disasters, climate change and pandemics and resulting restrictions on business activity, which may vary significantly by region.
Cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Audit Committee and ultimately, the Board of Directors (the “Board”) where that oversight and review takes place at a regular cadence through quarterly reports.
Cybersecurity risks are among the core enterprise risks that are subject to oversight by our Audit Committee and ultimately, our Board of Directors (the “Board”) where that oversight and review takes place at a regular cadence through quarterly reports.
We face various risks associated with operating as a multinational corporation and our growth and long-term success depends, in part, on our ability to expand our international sales and operations. As our operations have expanded, we have established and currently maintain offices in the United States, Australia, Canada, France, Germany, India, Ireland, Israel, Malaysia, Netherlands, Romania and the United Kingdom.
We face various risks associated with operating as a multinational corporation and our growth and long-term success depends, in part, on our ability to expand our international sales and operations. We currently maintain offices in the United States, Australia, Canada, France, Germany, India, Ireland, Israel, Malaysia, Netherlands, Romania and the United Kingdom.
For example, the California Consumer Privacy Act of 2018 (“CCPA”) require businesses to provide specific disclosures in their privacy notices and honor residents' privacy rights. The CCPA provides for civil penalties of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant 25 statutory damages.
For example, the California Consumer Privacy Act of 2018 (“CCPA”) requires businesses to provide specific disclosures in their privacy notices and honor residents' privacy rights. The CCPA provides for civil penalties of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant statutory damages.
The Audit Committee receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the Company’s CSO and Company management.
The Audit Committee receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses our approach to cybersecurity risk management with the CSO and management.
We expect to renegotiate or refinance our loan facility, and we may be unable to do so on acceptable terms or at all and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders. • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations and interest expense to increase significantly. • Our Credit Facility contains operating and financial covenants that may restrict our business and financing activities. • Fluctuations in the exchange rate of foreign currencies could result in losses on currency transactions. • If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock may be negatively affected. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. • In the past we have recorded, and in the future we may be required to record, charges to future earnings if our goodwill or intangible assets become impaired. • We may be adversely affected by the effects of inflation.
We may seek to renegotiate or refinance our loan facility, and we may be unable to do so on acceptable terms or at all. • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations and interest expense to increase significantly. • Our Credit Facility contains operating and financial covenants that may restrict our business and financing activities. • Fluctuations in the exchange rate of foreign currencies could result in losses on currency transactions. • If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock may be negatively affected. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. • In the past we have recorded, and in the future we may be required to record, charges to future earnings if our goodwill or intangible assets become impaired. • We may be adversely affected by the effects of inflation.
If there were a material difference between forecasted and actual tax rates, it could have a material impact on our results of operations. Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position. The U.S.
If there were a material difference between forecasted and actual tax rates, it could have a material impact on our results of operations. Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position.
These developments in tax laws and regulations, and compliance with these rules, could have a material adverse effect on our operating results, financial position and cash flows. Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.
These developments in tax laws and regulations, and compliance with these rules, could have a material adverse effect on our results of operations, cash flows and financial position. Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.
Australia recently amended its Privacy Act, increasing the maximum penalties available for serious or repeated data breaches from AUS 2.2 million to the greater of: (i) AUS 50 million; (ii) three times the value of any benefit obtained through misuse of the information; or (iii) 30% of a company’s adjusted turnover in the relevant period.
Australia has amended its Privacy Act, increasing the maximum penalties available for serious or repeated data breaches from AUD 2.2 million to the greater of: (i) AUD 50 million; (ii) three times the value of any benefit obtained through misuse of the information; or (iii) 30% of a company’s adjusted turnover in the relevant period.
At the federal level, the United States government has affirmed its ability to regulate AI through, but not limited to, existing laws such as the Federal Trade Commission Act, the federal rule making process through various federal agencies, and Presidential Executive Orders.
At the federal level, the United States government has affirmed its ability to regulate AI through, but not limited to, existing laws such as the Federal Trade Commission Act, the federal rulemaking process through various federal agencies, and Presidential Executive Orders.
The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
We utilize a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company.
Generally, an “ownership change” occurs if the percentage of our stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by Upland.
We have historically experienced seasonality in terms of when we enter into customer agreements. We sign a significantly higher percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year as our customers tend to follow budgeting cycles at the end of the calendar year.
We have historically experienced seasonality in terms of when we enter into customer agreements. Typically we sign a high percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year as our customers tend to follow budgeting cycles at the end of the calendar year.
Risks Related to Ownership of Our Common Stock • If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, if they publish negative evaluations of our stock, or if we fail to meet the expectations of analysts, the price of our stock and trading volume could decline. • Pursuant to the terms of the Purchase Agreement (as defined herein), we have issued shares of our Series A Preferred Stock that ranks senior to our common stock in priority of distribution rights and rights upon our liquidation, dissolution or winding up and has additional corporate governance rights. • The fundamental change redemption feature of our Series A Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company. • We have entered into the 2024 Tax Benefit Preservation Plan, which may not protect the future availability of the Company’s tax assets in all circumstances and which could delay or discourage takeover attempts that some shareholders may consider favorable. 11 Risks Related to Our Business Our business strategy includes plans for organic growth, and our financial condition and results of operations could be adversely affected if we fail to grow or fail to manage our growth effectively .
Risks Related to Ownership of Our Common Stock • If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, if they publish negative evaluations of our stock, or if we fail to meet the expectations of analysts, the price of our stock and trading volume could decline. • Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets. • Pursuant to the terms of the Purchase Agreement (as defined herein), we have issued shares of our Series A Preferred Stock that ranks senior to our common stock in priority of distribution rights and rights upon our liquidation, dissolution or winding up and has additional corporate governance rights. • The fundamental change redemption feature of our Series A Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company. • We have entered into the 2024 Tax Benefit Preservation Plan, which may not protect the future availability of the Company’s tax assets in all circumstances and which could delay or discourage takeover attempts that some shareholders may consider favorable. 11 Risks Related to Our Business Our business strategy includes plans for organic growth, and our financial condition and results of operations could be adversely affected if we fail to grow or fail to manage our growth effectively .
Depending on the results of our review, we could be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets were determined, negatively impacting our results of operations.
Depending on the results of our review, we could be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is identified, negatively impacting our results of operations.
If we do not successfully remediate any material weakness, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, specifically potential goodwill impairments, which could cause our financial results to be materially misstated.
If we do not successfully remediate any material weakness, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results which could cause our financial results to be materially misstated.
In addition, the California Privacy Rights Act of 2020 (“CPRA”), which came into effect on January 1, 2023, expanded the CCPA's requirements, extending it to cover personal information of business representatives and employees and the CPRA established a new regulatory agency to implement and enforce the law.
In addition, the California Privacy Rights Act of 2020 (“CPRA”), which became operative on January 1, 2023, expanded the CCPA's requirements, extending it to cover personal information of business representatives and employees and the CPRA established a new regulatory agency to implement and enforce the law.
We will continue to evaluate goodwill for impairment in 2025 and future impairments of goodwill could occur if our stock price declines. We may be adversely affected by the effects of inflation.
We will continue to evaluate goodwill and other intangibles for impairment and future impairments of goodwill and other intangibles could occur if our stock price declines. We may be adversely affected by the effects of inflation.
The Company maintains a global presence, with cybersecurity threat operations functioning 24/7 with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with established plans.
We maintain a global presence, with cybersecurity threat operations functioning 24/7 with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with established plans.
Any sunset product or divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue associated with the divestiture, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition.
Any sunset product or divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue associated with the divestiture, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition. 18 In the past, we have made acquisitions a primary component of our growth strategy.
These laws continue to develop in the U.S. and around the globe, including through regulatory and legislative action and judicial decisions, in ways we cannot predict and that may harm our business. For example, a new Quebec data protection law took effect in September 2023, and updates to Canadian federal privacy legislation are pending.
These laws continue to develop in the U.S. and around the globe, including through regulatory and legislative action and judicial decisions, in ways we cannot predict and that may harm our business. For example, Quebec’s data protection law took effect in September 2023 and is fully in force, and updates to Canadian federal privacy legislation are pending.
To facilitate the success of this program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
To facilitate the success of this program, multidisciplinary teams throughout Upland are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with our incident response and recovery plans.
The GDPR, which applies to personal data collected in the context of all of our activities conducted from an establishment in the European Union, related to products and services offered to individuals in the European Union or related to the monitoring of individuals’ behavior in Europe, imposes a range of significant compliance obligations regarding the handling of personal data.
The GDPR and UK GDPR apply to personal data collected in the context of all of our activities conducted from an establishment in the European Union and United Kingdom, related to products and services offered to individuals in the European Union and United Kingdom or related to the monitoring of individuals’ behavior in Europe or the United Kingdom, imposes a range of significant compliance obligations regarding the handling of personal data.
If worldwide economic conditions become unstable, including as a result of protectionism and nationalism, other unfavorable changes in economic conditions, such as inflation, rising interest rates, a U.S. government default on its obligations or a recession, and other events beyond our control, such as economic sanctions, natural disasters, results of global epidemics, pandemics, or contagious diseases, political instability, and armed conflicts and wars, such as the Russia-Ukraine conflicts and the conflicts in the Middle East, then our existing customers and prospective customers may re-evaluate their decision to purchase our applications.
If worldwide economic conditions become unstable, including as a result of protectionism and nationalism, other unfavorable changes in economic conditions, such as inflation, rising interest rates, a U.S. government default on its obligations or a recession, and other events beyond our control, such as changes in trade policy, economic sanctions, natural disasters, results of global epidemics, pandemics, or contagious diseases, political instability, and global conflicts and uncertainty, then our existing customers and prospective customers may re-evaluate their decision to purchase our applications.
Our competitors also may establish or strengthen cooperative relationships with our current or future value-added resellers, third-party consulting firms or other parties with whom we have relationships, thereby limiting our ability to promote our applications. Disruptions in our business caused by these events could reduce our revenue. Financial Risks Our loan facility matures in August 2026.
Our competitors also may establish or strengthen cooperative relationships with our current or future value-added resellers, third-party consulting firms or other parties with whom we have relationships, thereby limiting our ability to promote our applications. Disruptions in our business caused by these events could reduce our revenue.
As of December 31, 2024, we had approximately $244.5 million of NOLs as well as other tax attributes that could be available in certain circumstances to reduce future U.S. corporate income tax liabilities. Pursuant to Section 382 (“Section 382”) of the U.S.
As of December 31, 2025, we had approximately $216.7 million of NOLs as well as other tax attributes that could be available in certain circumstances to reduce future U.S. corporate income tax liabilities. Pursuant to Section 382 (“Section 382”) of the U.S.
In June 2021, the European Commission published new versions of the Standard Contractual Clauses, which are used as a legal cross-border mechanism allowing companies to transfer/allow access to personal data outside the European Economic Area.
In June 2021, the European Commission published new versions of the Standard Contractual Clauses, which are used as a legal cross-border mechanism allowing companies to transfer/allow access to personal data outside the European Economic Area. Use of the previous versions of the Standard Contractual Clauses is no longer allowed.
For example, the EU AI Act was passed by the European Union entered into force on August 1, 2024, which provides for a compliance centered around a risk-based approach taking into account the implementation and use of the AI system.
For example, the European Union’s AI Act (“EU AI Act”) was adopted by the European Union and entered into force on August 1, 2024, which provides for a compliance centered around a risk-based approach taking into account the implementation and use of the AI system.
Based on analysis of acquired net operating losses and credits, utilization of our net operating losses and research and development credits will be subject to annual limitations. The annual limitation will result in the expiration of $155.0 million of federal net operating losses and $4.1 million of research and development credit carryforwards before utilization.
Based on analysis of acquired net operating losses and credits, utilization of our net operating losses and research and development credits will be subject to annual limitations. The annual limitation will result in the expiration of $153.9 million of federal net operating losses and $4.2 million of research and development credit carryforwards before utilization.
Previously, our growth strategy was focused on the acquisition of complementary businesses to grow our company. For example, we have completed 31 acquisitions since February 2012.
Previously, our growth strategy was focused on the acquisition of complementary businesses to grow our company. For example, we completed 31 acquisitions between February 2012 and February 2022.
The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
We regularly engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
We expect to renegotiate or refinance our loan facility, and we may be unable to do so on acceptable terms or at all and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.
Financial Risks We may need financing in the future, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders. We may seek to renegotiate or refinance our loan facility, and we may be unable to do so on acceptable terms or at all.
Any significant disruption to our service or access to our systems could result in a loss of customers and adversely affect our business and results of operation. We primarily utilize communications and computer hardware systems operated by third-party Web hosting providers.
Our insurance does not cover expenses related to disruptions to our service or unauthorized access to our applications. Any significant disruption to our service or access to our systems could result in a loss of customers and adversely affect our business and results of operation. We primarily utilize communications and computer hardware systems operated by third-party Web hosting providers.
While the 2024 Tax Benefit Preservation Plan is not, and a future tax benefit preservation plan will not be, principally intended to prevent a takeover, it may have an anti-takeover effect because an “acquiring person” thereunder may be diluted upon the occurrence of a triggering event.
The 2024 Tax Benefit Preservation Plan will expire on June 4, 2027, unless earlier terminated. 31 While the 2024 Tax Benefit Preservation Plan is not, and a future tax benefit preservation plan will not be, principally intended to prevent a takeover, it may have an anti-takeover effect because an “acquiring person” thereunder may be diluted upon the occurrence of a triggering event.
As a result, we may fail to meet or exceed the expectations of research analysts or investors, which could cause our stock price to decline, and you may lose part or all of your investment. Financial Risks • Our loan facility matures in August 2026.
As a result, we may fail to meet or exceed the expectations of research analysts or investors, which could cause our stock price to decline, and you may lose part or all of your investment.
Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports of our applications must be made in compliance with these laws and regulations.
Our applications are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports of our applications must be made in compliance with these laws and regulations.
In addition, the Company has established a Security Incident Response, Disaster Recover, and Business Continuity Team (“SIRT/DR/BCP”) led by the CSO and consisting of (i) Chief Executive Officer, (ii) Chief Product Officer, (iii) Chief Financial Officer, (iv) President, Chief Operating Officer, and (v) Chief Legal Officer/ General Counsel and others.
In addition, we have established a Security Incident Response, Disaster Recover, and Business Continuity Team (“SIRT/DR/BCP”) led by the CSO and consisting of (i) President, Chief Executive Officer, (ii) Chief Product and Operating Officer, (iii) Chief Financial Officer, and others.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or regulatory investigations.
If we are unable to assert that our internal control over financial reporting is effective investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or regulatory investigations.
"). $43.9 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder, if any, will expire beginning in 2041. In addition, as of December 31, 2024, the Company had research and development credit carryforwards of approximately $4.1 million. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2025, if not utilized.
"). $21.3 million of foreign net operating loss carryforwards carry forward indefinitely. In addition, as of December 31, 2025, the Company had research and development credit carryforwards of approximately $4.2 million. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2026, if not utilized.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings, or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings, or growth opportunities that we expect.
Legal and Regulatory Risks • Unanticipated challenges by tax authorities could harm our future results. • Taxing authorities may successfully assert that we should have collected or, in the future, should collect additional sales and use taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations. • Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S. and foreign tax law changes, outcomes of current or future tax examinations, or by material differences between our forecasted and actual effective tax rates. • Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position. • Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability. • New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.
Legal and Regulatory Risks • Unanticipated challenges by tax authorities could harm our future results. • Taxing authorities may successfully assert that we should have collected or, in the future, should collect additional sales and use taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations. • Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S. and foreign tax law changes, outcomes of current or future tax examinations, or by material differences between our forecasted and actual effective tax rates. • Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position. • Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability. • New and evolving AI, privacy, and data protection laws and regulations, and the risks and costs of compliance or noncompliance, could adversely affect our business. • Our internal computer systems, or those of any third-party with whom we do business may fail or suffer a cybersecurity incident, such as a data breach or computer virus, which could harm our business by damaging our reputation, exposing us to liability, adversely impacting our revenue, or materially disrupting our operations.
Stockholders' Equity" for additional information on the terms and operation of the 2024 Tax Benefit Preservation Plan. By adopting the 2024 Tax Benefit Preservation Plan, we are seeking to protect our ability to use our NOLs and other tax attributes to offset potential future income tax liabilities.
By adopting the 2024 Tax Benefit Preservation Plan, we are seeking to protect our ability to use our NOLs and other tax attributes to offset potential future income tax liabilities.
In addition, the United States Congress is actively and continuously introducing laws governing AI and data protection with the expectation that such laws will be passed in 2025 to regulate AI systems while providing protection for individuals within the United States. Globally, countries have been proactive in implementing laws and regulations concerning AI.
In addition, the United States Congress is actively and continuously introducing laws governing AI and data protection with the expectation that such laws will regulate AI systems while providing protection for individuals within the United States, although the timing, scope and substance of any such legislation remain uncertain. Globally, countries have been proactive in implementing laws and regulations concerning AI.
In addition, seasonality may be difficult to observe in our financial results during periods in which we acquire businesses, as such results typically are most significantly impacted by such acquisitions. We expect this seasonality to continue, or possibly increase in the future, which may cause fluctuations in our operating results and financial metrics.
In addition, seasonality may be difficult to observe in our financial results during periods in which we acquire or divest of businesses. We expect this seasonality to continue, or possibly increase in the future, which may cause fluctuations in our operating results and financial metrics.
At December 31, 2024, the total outstanding indebtedness under our Credit Facility (as defined herein) was $293.7 million.
At December 31, 2025, the total outstanding indebtedness under our Credit Facility (as defined herein) was $238.5 million.
We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws. Our applications are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S.
Any failure to comply with governmental export and import control laws and regulations could adversely affect our business. We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.
As noted below, we entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”) in an effort to preserve our net operating loss carryforwards but cannot ensure that the plan will provide for full or partial utilization of our net operating losses.
As noted below, we entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”) in an effort to preserve our net operating loss carryforwards but cannot ensure that the plan will provide for full or partial utilization of our net operating losses. 22 In the past we have recorded, and in the future we may be required to record, charges to future earnings if our goodwill or intangible assets become impaired.
In addition to the influx of privacy and data protection law, AI has become a topic of discussion across the United States and globe. In the United States, states have either passed laws or have utilized existing laws to implement policies and rules governing the use of AI as it relates to the personal data of individuals and decision making.
In the United States, states have either passed laws or have utilized existing laws to implement policies and rules governing the use of AI as it relates to the personal data of individuals and decision-making.
"), while we have in recent years experienced significant changes in the ownership of our stock, we do not believe we have undergone an “ownership change” that would limit our ability to use these Tax Assets.
"), while we have in recent years experienced significant changes in the ownership of our stock, we do not believe we have undergone an “ownership change” that would limit our ability to use these Tax Assets. However, there can be no assurance that the Internal Revenue Service will not challenge this position.
These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures, vendor limitations, computer viruses, computer denial of service attacks, or other attempts to harm these systems.
These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures, vendor limitations, computer viruses, computer denial of service attacks, or other attempts to harm these systems. Supply chain disruptions stemming from global conflicts may harm our customers and suppliers and further complicate existing supply chain constraints.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe provide career ladders and development resources for all of our key functions. We provide leadership training for our managers. In addition, team members that join us have access to career development and promotion opportunities that may not have been available at other companies. • Creating a Culture of Customer Value and Improvement.
Biggest changeWe provide career ladders and development resources for all of our key functions. We provide leadership training for our managers. • Creating a Culture of Customer Value and Improvement. Delivering customer value is core to our mission.
To date, such developments have not had a substantial adverse impact on our revenues, earnings or cash flows. However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon us or our business, our capital expenditures, results of operations, financial condition and competitive position could be negatively impact.
To date, such developments have not had a substantial adverse impact on our revenues, earnings or cash flows. However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon us or our business, our capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.
Item 1C. Cybersecurity. Competition The overall markets we serve are rapidly evolving and subject to changing technology, shifting customer needs, and frequent introductions of new applications. The intensity and nature of our competition varies significantly across our range of enterprise applications.
Item 1C. Cybersecurity. 7 Competition The overall markets we serve are rapidly evolving and subject to changing technology, shifting customer needs, and frequent introductions of new applications. The intensity and nature of our competition varies significantly across our range of enterprise applications.
We sign a significantly higher percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year, resulting in our cash flow from operations historically being higher in the first quarter of each calendar year than in other quarters. We expect this seasonality to continue, or possibly increase in the future.
Typically we sign a high percentage of agreements with new customers, and renew agreements with existing customers, in the fourth quarter of each calendar year, resulting in our cash flow from operations historically being higher in the first quarter of each calendar year than in other quarters. We expect this seasonality to continue, or possibly increase in the future.
As part of our commitment to inclusion, we also have a formal Employee Resource Group program that fosters the formation of and provides support to employee-led groups dedicated to education and building community for team members with a shared characteristic or interest. • Development and Promotion of Leaders. We provide consistent promotion opportunities for our team members.
As part of our commitment to inclusion, we also have a formal Employee Resource Group program that fosters the formation of and provides support to employee-led groups dedicated to education and building community for team members with a shared characteristic or interest. • Development and Promotion of Leaders.
Refer to “ Risk Factors ” for further information. 8 Human Capital We believe that our ability to attract and retain highly skilled employees is critical to our success. As of December 31, 2024, we had 998 full time employees, with the majority of our employees located in the United States, Australia, Canada, India, Ireland, and the United Kingdom.
Refer to “ Risk Factors ” for further information. 8 Human Capital We believe that our ability to attract and retain highly skilled employees is critical to our success. As of December 31, 2025, we had 760 full time employees, with the majority of our employees located in the United States, Canada, India, the United Kingdom, and Australia .
Delivering customer value is core to our mission. Our UplandOne operating processes focus on quantifying customer satisfaction through NPS surveys, maintaining customer-driven software roadmaps, and empowering our team members to leverage expert resources from across the company to drive business success for our customers. Available Information We were incorporated in Delaware in 2010.
Our UplandOne operating processes focus on quantifying customer satisfaction through NPS surveys, maintaining customer-driven software roadmaps, and empowering our team members to leverage expert resources from across the company to drive business success for our customers. Available Information We were incorporated in Delaware in 2010. Our principal executive offices are located at 900 S.
Additionally, the SEC maintains an internet site that contains reports, proxy, information statements, and other information. The address of the SEC’s website is www.sec.gov. 9
Additionally, the SEC maintains an internet site that contains all of our filings with the SEC . The address of the SEC’s website is www.sec.gov. 9
Our website address is www.uplandsoftware.com. Information on our website is not part of this report and should not be relied upon in determining whether to make an investment decision. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.
The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.
Removed
As of the date of this Annual Report on Form 10-K, our principal executive offices are located at 401 Congress Avenue, Suite 1850, Austin, TX 78701. Our principal executive offices will change to Las Cimas IV, 900 S Capital of Texas Highway, Suite 300, Austin, Texas 78746 as of July 1, 2025. Our main telephone number is (512) 960-1010.
Added
Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, Texas 78746. Our main telephone number is (512) 960-1010. Our website address is www.uplandsoftware.com. Information on our website is not part of this report and should not be relied upon in determining whether to make an investment decision.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal corporate offices are located in Austin, Texas, where we occupy approximately 9,900 square feet of space under lease that expires June 2025 with a new corporate office lease that commences in June 2025 for 10,385 square feet of space that expires in January 2033.
Biggest changeItem 2. Properties Our principal corporate offices are located in Austin, Texas, where we occupy approximately 10,385 square feet of space under a lease that expires January 2033. We also lease other office facilities domestically, some of which we sublease, located in New Hampshire, Nebraska, North Carolina, Ohio, and Texas.
We also lease office facilities domestically, some of which we sublease, located in New Hampshire, Nebraska, North Carolina, Ohio, Texas and Washington. Internationally, we lease office space in Australia, Canada, India, Ireland, Israel, Malaysia, Netherlands, Romania and the United Kingdom. We believe that our properties are generally suitable to meet our needs for the foreseeable future.
Internationally, we lease office space in Australia, Canada, India, Israel, Malaysia, Netherlands, Romania and the United Kingdom. We believe that our properties are generally suitable to meet our needs for the foreseeable future.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. 32 PART II
Biggest changeCommitments and Contingencies . Item 4. Mine Safety Disclosures Not applicable. 34 PART II
Item 3. Legal Proceedings From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that we believe would, individually or taken together, have a material adverse effect on our business, operating results, financial condition, or cash flows. Item 4.
Item 3. Legal Proceedings From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that we believe would, individually or taken together, have a material adverse effect on our business, operating results, financial condition, or cash flows. See Note 9.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Computer Technology Index is designed to represent a cross section of widely-held U.S. corporations involved in various phases of the computer industry. The Computer Technology Index is market-value (capitalization) weighted, based on the aggregate market value of its 27 component stocks. Historical stock price performance should not be relied upon as an indication of future stock price performance.
Biggest changeThe Computer Technology Index is designed to represent a cross section of widely-held U.S. corporations involved in various phases of the computer industry. The Computer Technology Index is market-value (capitalization) weighted, based on the aggregate market value of its component stocks.
Performance Graph Notwithstanding any statement to the contrary in any of our filings with the SEC, the following information shall not be deemed “filed” with the SEC or “soliciting material” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any such filings irrespective of any general incorporation language contained in such filing.
Performance Graph Notwithstanding any statement to the contrary in any of our filings with the SEC, the following information shall not be deemed “filed” with the SEC or “soliciting material” under the Exchange Act and shall not be incorporated by reference into any such filings irrespective of any general incorporation language contained in such filing.
The following graph compares the total cumulative stockholder return on our common stock with the total cumulative return of the Nasdaq Computer Technology Index (the “Computer Technology Index”) and the S&P 500 Composite Index during the period commencing on December 31, 2019 and ending on December 31, 2024.
The following graph compares the total cumulative stockholder return on our common stock with the total cumulative return of the Nasdaq Computer Technology Index (the “Computer Technology Index”) and the S&P 500 Composite Index during the period commencing on December 31, 2020 and ending on December 31, 2025.
As of March 7, 2025, the last reported sales price of our common stock on the Nasdaq Global Market was $2.82 and there were 29 stockholders of record of our common stock, including Broadridge Financial Solutions, Inc., which holds shares of our common stock on behalf of an indeterminable number of beneficial owners.
As of March 2, 2026, the last reported sales price of our common stock on the Nasdaq Global Market was $0.88 and there were 28 stockholders of record of our common stock, including Broadridge Financial Solutions, Inc., which holds shares of our common stock on behalf of an indeterminable number of beneficial owners.
Removed
Recent Sales of Unregistered Securities None Issuer Purchases of Equity Securities None 33 Item 6. [Reserved]
Added
Historical stock price performance should not be relied upon as an indication of future stock price performance. 35 Recent Sales of Unregistered Securities None Issuer Purchases of Equity Securities On August 15, 2025, the Board of Directors authorized a stock repurchase program (the “2025 Share Repurchase Plan” as defined in Note 12.
Added
Stockholders' Deficit ) in the aggregate amount of up to $10,000,000 (inclusive of any taxes payable as a result of such repurchase). The authorization does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the 2025 Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase thereunder.
Added
The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion. The following table provides information about purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2025.
Added
Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of the publicly announced plan Maximum approximate dollar value of shares that may yet be purchased under the plan 10/1/2025 -10/31/2025 — — — $ 9,862,718 11/1/2025 - 11/30/2025 — — — $ 9,862,718 12/1/2025 - 12/31/2025 (2) 87,546 $ 1.49 — $ 9,862,718 87,546 — (1) Average price paid per share excludes commission costs and excise taxes associated with the above mentioned repurchases.
Added
(2) The total number of shares repurchased includes 87,546 shares withheld from employees to satisfy the statutory withholding tax liability upon the vesting of share-based awards. Item 6. [Reserved]

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 50 Report of Independent Registered Public Accounting Firm 51 Consolidated Financial Statements 53 Consolidated Balance Sheets 53 Consolidated Statements of Operations 54 Consolidated Statements of Comprehensive Loss 55 Consolidated Statements of Equity 56 Consolidated Statements of Cash Flows 57 Notes to the Consolidated Financial Statements 58
Biggest changeFinancial Statements and Supplementary Data 52 Report of Independent Registered Public Accounting Firm 53 Consolidated Financial Statements 55 Consolidated Balance Sheets 55 Consolidated Statements of Operations 56 Consolidated Statements of Comprehensive Loss 57 Consolidated Statements of Equity (Deficit) 58 Consolidated Statements of Cash Flows 59 Notes to the Consolidated Financial Statements 60
Item 6. [Reserved] 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 49 Item 8.
Item 6. [Reserved] 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 51 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+46 added−44 removed25 unchanged
Biggest changeYear Ended December 31, 2024 2023 2022 Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue Revenue: Subscription and support $ 260,685 95% $ 281,554 95% $ 297,887 94% Perpetual license 5,837 2% 6,077 2% 6,948 2% Total product revenue 266,522 97% 287,631 97% 304,835 96% Professional services 8,272 3% 10,221 3% 12,468 4% Total revenue 274,794 100% 297,852 100% 317,303 100% Cost of revenue: Subscription and support (1)(2) 76,037 28% 88,894 30% 93,948 30% Professional services and other 5,055 2% 7,467 2% 9,793 3% Total cost of revenue 81,092 30% 96,361 32% 103,741 33% Gross profit 193,702 70% 201,491 68% 213,562 67% Operating expenses: Sales and marketing (1) 66,301 24% 64,342 22% 59,416 19% Research and development (1) 47,365 17% 49,375 17% 46,187 15% General and administrative (1) 49,463 18% 61,264 21% 70,462 22% Depreciation and amortization 45,622 17% 58,614 20% 43,669 14% Acquisition-related expenses 19 —% 3,060 —% 21,556 6% Impairment of goodwill 87,227 32% 128,755 43% 12,500 4% Total operating expenses 295,997 108% 365,410 123% 253,790 80% Loss from operations (102,295) (38)% (163,919) (55)% (40,228) (13)% Other expense: Interest expense, net (8,939) (3)% (18,684) (6)% (29,145) (9)% Other income (expense), net 1,142 —% 236 —% (781) —% Total other expense (7,797) (3)% (18,448) (6)% (29,926) (9)% Loss before benefit from (provision for) income taxes (110,092) (41)% (182,367) (61)% (70,154) (22)% Benefit from (provision for) income taxes (2,640) —% 2,493 1% 1,741 —% Net loss (112,732) (41)% (179,874) (60)% (68,413) (22)% Preferred stock dividends and accretion (5,592) (2)% (5,347) (2)% (1,846) (1)% Net loss attributable to common stockholders (3) $ (118,324) (43)% $ (185,221) (62)% $ (70,259) (22)% Net loss per common share: Loss from continuing operations per common share, basic and diluted (3) $ (4.26) $ (5.77) $ (2.23) Weighted-average common shares outstanding, basic and diluted (3) 27,789,248 32,074,906 31,528,881 38 (1) Includes stock-based compensation.
Biggest changeYear Ended December 31, 2025 2024 2023 Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue Revenue: Subscription and support $ 205,073 95% $ 260,685 95% $ 281,554 95% Perpetual license 5,280 2% 5,837 2% 6,077 2% Total product revenue 210,353 97% 266,522 97% 287,631 97% Professional services 6,523 3% 8,272 3% 10,221 3% Total revenue 216,876 100% 274,794 100% 297,852 100% Cost of revenue: Subscription and support (1)(2) 50,882 23% 76,037 28% 88,894 30% Professional services and other 3,876 2% 5,055 2% 7,467 2% Total cost of revenue 54,758 25% 81,092 30% 96,361 32% Gross profit 162,118 75% 193,702 70% 201,491 68% Operating expenses: Sales and marketing (1) 44,113 20% 66,301 24% 64,342 22% Research and development (1) 36,511 17% 47,365 17% 49,375 17% General and administrative (1) 38,025 18% 49,463 18% 61,264 21% Depreciation and amortization 26,850 12% 45,622 17% 58,614 20% Acquisition and divestiture related expenses 9,720 5% 19 —% 3,060 —% Impairment of goodwill and other intangibles 2,469 1% 87,227 32% 128,755 43% Total operating expenses 157,688 73% 295,997 108% 365,410 123% Income (loss) from operations 4,430 2% (102,295) (38)% (163,919) (55)% Other expense: Interest expense, net (15,785) (7)% (8,939) (3)% (18,684) (6)% Loss on divestitures of businesses (24,364) (11)% — —% — —% Loss on debt extinguishment (2,301) (1)% — —% — —% Other expense, net (652) (1)% 1,142 —% 236 —% Total other expense (43,102) (20)% (7,797) (3)% (18,448) (6)% Loss before benefit from (provision for) income taxes (38,672) (18)% (110,092) (41)% (182,367) (61)% Benefit from (provision for) income taxes (232) —% (2,640) —% 2,493 1% Net loss (38,904) (18)% (112,732) (41)% (179,874) (60)% Preferred stock dividends (5,848) (3)% (5,592) (2)% (5,347) (2)% Net loss attributable to common stockholders $ (44,752) (21)% $ (118,324) (43)% $ (185,221) (62)% Net loss per common share: Loss from continuing operations per common share, basic and diluted $ (1.56) $ (4.26) $ (5.77) Weighted-average common shares outstanding, basic and diluted 28,615,649 27,789,248 32,074,906 (1) Includes stock-based compensation as detailed below and under Note 12.
Sales and marketing . Sales and marketing expenses primarily consist of personnel-related costs for our sales and marketing staff, including salaries, benefits, deferred commission amortization, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as costs of promotional events, corporate communications, online marketing, product marketing and other brand-building activities.
Sales and marketing expenses primarily consist of personnel-related costs for our sales and marketing staff, including salaries, benefits, deferred commission amortization, bonuses, payroll taxes, stock-based compensation and allocated overhead, as well as costs of promotional events, corporate communications, online marketing, product marketing and other brand-building activities.
The use of Adjusted EBITDA as an analytical tool has limitations such as: • Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. • Impairment of goodwill and depreciation and amortization are non-cash charges, and the assets being depreciated or amortized, which contribute to the generation of revenue, will often have to be replaced in the future and Adjusted EBITDA does not reflect cash requirements for such replacements; however, much of the depreciation and amortization relates to amortization of acquired intangible assets as well as the goodwill as a result of business combination purchase accounting adjustments, which will not need to be replaced in the future; • Adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments; • Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation; • Adjusted EBITDA does not reflect interest or tax payments that could reduce cash available for use; and, • other companies, including companies in our industry, might calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
The use of Adjusted EBITDA as an analytical tool has limitations such as: • Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. • Impairment of goodwill and other intangible assets and depreciation and amortization are non-cash charges, and the assets being depreciated or amortized, which contribute to the generation of revenue, will often have to be replaced in the future and Adjusted EBITDA does not reflect cash requirements for such replacements; however, much of the depreciation and amortization relates to amortization of acquired intangible assets, as well as the goodwill as a result of business combination purchase accounting adjustments, which will not need to be replaced in the future; • Adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments; • Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation; • Adjusted EBITDA does not reflect interest or tax payments that could reduce cash available for use; and, • other companies, including companies in our industry, might calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
Adjusted EBITDA is a non-GAAP financial measure that our management believes provides useful information to management, investors and others in understanding and evaluating our operating results for the following reasons: • Adjusted EBITDA is widely used by our investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired; • Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to assess the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance because Adjusted EBITDA eliminates the impact of items that we do not consider indicative of our core operating performance; 43 • Adjusted EBITDA provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and • Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.
Adjusted EBITDA is a non-GAAP financial measure that our management believes provides useful information to management, investors and others in understanding and evaluating our operating results for the following reasons: • Adjusted EBITDA is widely used by our investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired; • Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to assess the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance because Adjusted EBITDA eliminates the impact of items that we do not consider indicative of our core operating performance; • Adjusted EBITDA provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and • Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.
Because of these limitations, you should consider Adjusted EBITDA together with other financial performance measures, including various cash flow metrics, net loss and our other GAAP results. The following table presents a reconciliation of Net loss from continuing operations to Adjusted EBITDA for each of the periods indicated (in thousands).
Because of these limitations, you should consider Adjusted EBITDA together with other financial performance measures, including various cash flow metrics, net loss and our other GAAP results. 46 The following table presents a reconciliation of Net loss from continuing operations to Adjusted EBITDA for each of the periods indicated (in thousands).
We believe that this metric is useful to management and investors in analyzing our financial and operational performance period-over-period along with evaluating the growth of our business normalized for the impact of acquisitions and dispositions, as well as adjusting for the exclusion of non-core Sunset Assets and non-committed Overage Charges.
We believe that this metric is useful to management and investors in analyzing our financial and operational performance period-over-period along with evaluating the growth of our business normalized for the impact of acquisitions and dispositions, as well as adjusting for the exclusion of Sunset Assets and non-committed Overage Charges.
It is possible that during future periodic reviews of our business we may determine to add additional non-strategic product offerings or non-strategic customer contracts to Sunset Assets or remove certain product offerings or customer contracts from the classification of Sunset Assets.
It is possible that during future reviews of our business we may determine to add additional non-strategic product offerings or non-strategic customer contracts to Sunset Assets or remove certain product offerings or customer contracts from the classification of Sunset Assets.
Our cost of product revenue is generally expensed as the costs are incurred. Developed technology is valued using a cost-to-recreate approach and is generally amortized over a four- to nine-year period. Cost of professional services revenue .
Our cost of product revenue is generally expensed as the costs are incurred. Acquired developed technology is valued using a cost-to-recreate approach and is generally amortized over a four- to nine-year period. Cost of professional services revenue .
We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value of our Company to exceed the estimated fair value of our Company.
We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value of the Company to exceed the estimated fair value of the Company.
Goodwill impairment is recognized on a non-recurring basis when the carrying value (or GAAP basis book value) of our Company (which is our only reporting unit) exceeds the estimated fair value of our Company as determined by reference to a number of factors and assumptions, including the spot closing price of our Common Stock as of a certain reporting or measurement date.
Goodwill impairment is recognized on a non-recurring basis when the carrying value of the Company (which is our only reporting unit) exceeds the estimated fair value of the Company as determined by reference to a number of factors and assumptions, including the spot closing price of our common stock as of a certain reporting or measurement date.
In the event we have subsequent changes in ownership, the availability of net operating losses and research and development credit carryovers could be further limited. 37 Results of Operations Consolidated Statements of Operations Data The following tables set forth our results of operations for the specified periods, as well as our results of operations for the specified periods as a percentage of revenue.
In the event we have subsequent changes in ownership, the availability of net operating losses and research and development credit carryovers could be further limited. 39 Results of Operations Consolidated Statements of Operations Data The following tables set forth our results of operations for the specified periods, as well as our results of operations for the specified periods as a percentage of revenue.
The balance of the tax benefit for the years ended December 31, 2024, 2023 and 2022, outside of tax deductible goodwill and current taxes in separate filing states, is related to foreign income taxes, primarily operations of our subsidiaries in Canada and Ireland, and to the release of valuation allowances associated with acquisitions of domestic entities with a benefit generated in the UK and Australia fully offset by valuation allowances.
The balance of the tax benefit (provision) for the years ended December 31, 2025, 2024 and 2023, outside of tax deductible goodwill and current taxes in separate filing states, is related to foreign income taxes, primarily operations of our subsidiaries in Canada and Ireland, and to the release of valuation allowances associated with acquisitions of domestic entities with a benefit generated in the UK and Australia fully offset by valuation allowances.
We expect that cost of professional services as a percentage of total revenues could fluctuate from period to period depending on the growth of our professional services business, the timing of sales of applications, and any associated costs relating to the delivery of services.
We expect that cost of professional services as a percentage of total revenues could fluctuate from period to period depending on the level of our professional services business, the timing of sales of applications, and any associated costs relating to the delivery of services.
A substantial source of cash is invoicing for subscriptions and support fees in advance, which is recorded as deferred revenue, and is included on our consolidated balance sheet as a liability.
A substantial source of cash is invoicing for subscriptions and support fees in advance, which is recorded as deferred revenue, and is included on our consolidated balance sheets as a liability.
In addition, gains/losses on divested assets that meet the definition of a business under ASC 805-10, Business Combination—Overall , are included in Total other expense. Income Taxes Because we have not generated domestic net income in any period to date, we have recorded a full valuation allowance against our domestic net deferred tax assets, exclusive of tax deductible goodwill.
In addition, gains/losses on divested assets that meet the definition of a business under ASC 805 are included in total other expense. 38 Income Taxes Because we have not generated domestic net income in any period to date, we have recorded a full valuation allowance against our domestic net deferred tax assets, exclusive of tax deductible goodwill.
We have historically not recorded any material provision for federal or state income taxes, other than deferred taxes related to tax deductible goodwill and current taxes in certain separate company filing states and states in which loss carryforwards do not fully offset taxable income.
We have historically not recorded any significant provision for U.S.federal or state income taxes, other than deferred taxes related to tax deductible goodwill and current taxes in certain separate company filing states and states in which loss carryforwards do not fully offset taxable income.
General and administrative expenses may fluctuate as a percentage of revenue, and overtime we expect that general and administrative expenses will decrease as a percent of revenue due to operational efficiencies. Depreciation and amortization .
General and administrative expenses may fluctuate as a percentage of revenue, and over time we expect that general and administrative expenses will decrease as a percent of revenue due to operational efficiencies. Depreciation and amortization .
As a result of the discontinuation of these Sunset Assets, the Company has established end of life targets and reduced certain expenditures related to the sales and marketing of the Sunset Assets.
As a result of the discontinuation of these Sunset Assets, we established end of life targets and reduced certain expenditures related to the sales and marketing of the Sunset Assets.
Our working capital consists primarily of cash, receivables from customers, prepaid assets, unbilled professional services, deferred commissions, accounts payable, accrued compensation and other accrued expenses, acquisition related earnout and holdback liabilities, lease liabilities and deferred revenues.
Our working capital consists primarily of cash, receivables from customers, prepaid assets, unbilled professional services, deferred commissions, accounts payable, accrued compensation and other accrued expenses, lease liabilities and deferred revenues.
Our cost of professional services revenue is generally expensed as costs are incurred. 35 Operating Expenses Our operating expenses are classified into six categories: sales and marketing, research and development, general and administrative, depreciation and amortization, acquisition-related expenses and impairment of goodwill.
Our cost of professional services revenue is generally expensed as costs are incurred. 37 Operating Expenses Our operating expenses are classified into six categories: sales and marketing, research and development, general and administrative, depreciation and amortization, acquisition and divestiture related expenses and impairment of goodwill and other intangibles. Sales and marketing .
Total Other Expense Total other expense consists primarily of amortization of debt issuance costs over the term of the related term loan, revaluation of foreign subsidiaries, interest expense on outstanding debt, partially offset by interest income on our interest-bearing cash balances held in money market accounts.
Total Other Expense Total other expense consists primarily of amortization of debt issuance costs over the term of the related term loan, revaluation of foreign subsidiaries, interest expense on outstanding debt, partially offset by amounts recognized related to our interest rate derivatives and interest income on our interest-bearing cash balances held in money market accounts.
We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value of our Company to exceed the estimated fair value of our Company. See “ Note 5.
Goodwill Impairment We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value of the Company to exceed the estimated fair value of the Company.
We have devoted our product development efforts primarily to enhancing the functionality, and expanding the capabilities, of our applications. Investment tax credits are included as a reduction of research and development costs.
Research and development costs related to the development of our software applications are generally recognized as incurred. We have devoted our product development efforts primarily to enhancing the functionality, and expanding the capabilities, of our applications. Investment tax credits are included as a reduction of research and development costs.
See “ Liquidity and Capital Resources ” above for further discussion regarding our Credit Facility. (2) Future interest on debt obligations is calculated using the interest rate effective as of December 31, 2024. We have entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to a portion of our debt. See “
See “ Liquidity and Capital Resources ” above for further discussion regarding our Credit Facility. (2) Future interest on debt obligations is calculated using the interest rate effective as of December 31, 2025. We have entered into interest rate derivatives to limit exposure to interest rate risk related to a portion of our debt. See “ Item 7A.
We recognize the revenue associated with maintenance ratably over the term of the contract. In limited instances, at the customer’s option, we may host the software purchased by a customer under a perpetual license on systems at our third-party data centers. Perpetual license revenue .
Maintenance agreements include the right to support and unspecified upgrades. We recognize the revenue associated with maintenance ratably over the term of the contract. In limited instances, at the customer’s option, we may host the software purchased by a customer under a perpetual license on systems at our third-party data centers. Perpetual license revenue .
Our support revenue consists of maintenance fees associated with our perpetual licenses and hosting fees paid to us by our customers. Typically, when purchasing a perpetual license, a customer also purchases maintenance for which we charge a fee, priced as a percentage of the perpetual license fee. Maintenance agreements include the right to support and unspecified upgrades.
Our subscription agreements typically have terms of one to three years. Our support revenue consists of maintenance fees associated with our perpetual licenses and hosting fees paid to us by our customers. Typically, when purchasing a perpetual license, a customer also purchases maintenance for which we charge a fee, priced as a percentage of the perpetual license fee.
We define Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, adjusted for depreciation and amortization expense, net interest expense, loss on debt extinguishment, net other expense, benefit from income taxes, stock-based compensation expense, acquisition-related expense, purchase accounting deferred revenue discount and impairment of goodwill.
We define Adjusted EBITDA as net loss, calculated in accordance with GAAP, adjusted for depreciation and amortization expense, net interest expense, loss on debt extinguishment, net other expense, benefit from (provision for) income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting, deferred revenue discount, loss on divestitures of businesses and impairment of goodwill and other intangible assets.
For the three-month period ended December 31, 2024, our Core Organic Growth Rate was 0.0%. 44 Core Organic Growth Rates are not necessarily indicative of either future results of operations or actual results that might have been achieved had certain Sunset Asset classifications not been made or had certain acquisitions or dispositions been consummated on the first day of the prior year period presented.
Core Organic Growth Rates are not necessarily indicative of either future results of operations or actual results that might have been achieved had certain Sunset Asset classifications not been made or had certain acquisitions or dispositions been consummated on the first day of the prior year period presented.
Management’s Discussion and Analysis ” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024 . 42 Key Metrics and Non-GAAP Financial Measures In addition to the GAAP financial measures described in “ Results of Operations ” above, we regularly review the following key metrics and non-GAAP financial measures to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions (in thousands, except percentages): As of December 31, 2024 2023 2022 Other Financial Data (unaudited): Annualized recurring revenue value at year-end $ 225,620 $ 242,136 $ 266,278 Annual net dollar retention rate 96% 95% 95% Adjusted EBITDA $ 55,638 $ 64,438 $ 97,105 Key Metrics Annualized recurring revenue value at year-end We define annualized recurring revenue (“ARR”) as the value as of December 31 that equals the monthly value of our recurring revenue under support and subscription contracts excluding month-to-month contracts measured as of December 31 multiplied by 12.
Key Metrics and Non-GAAP Financial Measures In addition to the GAAP financial measures described in “ Results of Operations ” above, we regularly review the following key metrics and non-GAAP financial measures to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions ( in thousands, except percentages ): As of December 31, 2025 2024 2023 Other Financial Data (unaudited): Annualized recurring revenue value at year-end $ 165,931 $ 225,620 $ 242,136 Annual net dollar retention rate 96% 96% 95% Adjusted EBITDA $ 58,012 $ 55,638 $ 64,438 Key Metrics Annualized recurring revenue value at year-end We define annualized recurring revenue (“ARR”) as the value as of December 31 that equals the monthly value of our recurring revenue under support and subscription contracts excluding month-to-month contracts measured as of December 31 multiplied by 12.
Related Defined Terms Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company.
Related Defined Terms Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company. 47 The following table represents a reconciliation of total revenue, the most comparable GAAP measure, to core organic revenue for each of the periods indicated.
The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2024 2023 (dollars in thousands) Consolidated Statements of Cash Flow Data: Net cash provided by operating activities $ 24,239 $ 49,943 Net cash used in investing activities (882) (1,220) Net cash used in financing activities (202,307) (61,384) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (557) 567 Change in cash, cash equivalents and restricted cash (179,507) (12,094) Cash, cash equivalents and restricted cash, beginning of period 236,559 248,653 Cash, cash equivalents and restricted cash, end of period $ 57,052 $ 236,559 Cash Flows from Operating Activities Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.
As of December 31, 2025, we were in compliance with all covenants under the Credit Agreement. 48 The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2025 2024 (dollars in thousands) Consolidated Statements of Cash Flow Data: Net cash provided by operating activities $ 25,800 $ 24,239 Net cash provided by (used in) investing activities 8,800 (882) Net cash used in financing activities (63,446) (202,307) Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash 1,818 (557) Change in cash, cash equivalents and restricted cash (27,028) (179,507) Cash, cash equivalents and restricted cash, beginning of period 57,052 236,559 Cash, cash equivalents and restricted cash, end of period $ 30,024 $ 57,052 Cash Flows from Operating Activities Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.
Three Months Ended December 31, 2024 2023 (dollars in thousands) Reconciliation of total revenue to core organic revenue: Total revenue $ 68,027 $ 72,178 Less: Perpetual license revenue 1,531 1,760 Professional services revenue 2,164 2,234 Subscription and support revenue from Sunset Assets 7,084 10,405 Overage Charges 908 1,413 Core organic revenue $ 56,340 $ 56,366 Liquidity and Capital Resources To date, we have financed our operations primarily through cash generated from operating activities, the raising of capital including sales of our common stock and our convertible preferred stock, and borrowings under our Credit Facility (as hereinafter defined).
Three Months Ended December 31, 2025 2024 (dollars in thousands) Reconciliation of total revenue to core organic revenue: Total revenue $ 49,312 $ 68,027 Less: Perpetual license revenue 1,313 1,531 Professional services revenue 1,300 2,164 Subscription and support revenue from Sunset Assets 2,124 2,848 Subscription and support revenue from divestitures — 15,408 Overage Charges 217 1,668 Core organic revenue $ 44,358 $ 44,408 Liquidity and Capital Resources To date, we have financed our operations primarily through cash generated from operating activities, the raising of capital including sales of our common stock and our convertible preferred stock, and borrowings under our Credit Facilities (as hereinafter defined).
This measure excludes the revenue value of uncontracted overage fees, on-demand service fees and our Sunset Assets. Our annual net dollar retention rate was 96%, 95% and 95% as of December 31, 2024, 2023 and 2022, respectively. Non-GAAP Financial Measures Adjusted EBITDA We monitor Adjusted EBITDA to help us evaluate the effectiveness and efficiency of our operations.
Our annual net dollar retention rate was 96%, 96% and 95% as of December 31, 2025, 2024 and 2023, respectively. 45 Non-GAAP Financial Measures Adjusted EBITDA We monitor Adjusted EBITDA to help us evaluate the effectiveness and efficiency of our operations.
Our cash and cash equivalents held by our foreign subsidiaries was $32.4 million as of December 31, 2024. If these funds held by our foreign subsidiaries are needed for our domestic operations, we may be required to accrue and pay U.S. taxes to repatriate these funds to the U.S.
Our cash and cash equivalents held by our foreign subsidiaries was $10.0 million as of December 31, 2025. If these funds held by our foreign subsidiaries are repatriated, we would be required to accrue and pay U.S. taxes.
Sales and marketing expenses may fluctuate as a percentage of total revenues for a variety of reasons including the timing of such expenses, in any particular quarter or annual period. Research and development .
Sales and marketing expenses may fluctuate as a percentage of total revenues for a variety of reasons including the timing of such expenses, in any particular quarter or annual period. Research and development . Research and development expenses primarily consist of personnel-related costs of our research and development staff, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, and allocated overhead.
Perpetual license revenue was $5.8 million in the year ended December 31, 2024, compared to $6.1 million in the year ended December 31, 2023, a decrease of $0.3 million, or 4%. The decrease is attributable to decreases in customer purchases of on-premise software.
Perpetual license revenue was $5.3 million in the year ended December 31, 2025, compared to $5.8 million in the year ended December 31, 2024, a decrease of $0.5 million, or 10%.
We recognize the revenue associated with subscription agreements ratably over the term of the agreement as the customer receives and consumes the benefits of the cloud services through the contract period. Our subscription agreements typically have terms of one to three years.
We derive our subscription revenue from fees paid to us by our customers for use of our cloud-based applications. We recognize the revenue associated with subscription agreements ratably over the term of the agreement as the customer receives and consumes the benefits of the cloud services through the contract period.
Our ARR was $225.6 million, $242.1 million and $266.3 million as of December 31, 2024, 2023 and 2022, respectively. Annual net dollar retention rate We measure our ability to grow and retain ARR from existing clients using a metric we refer to as our annual net dollar retention rate.
Annual net dollar retention rate We measure our ability to grow and retain ARR from existing clients using a metric we refer to as our annual net dollar retention rate.
Sunset Assets In connection with periodic reviews of our business in 2022 and 2023, we decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset 34 Assets”).
More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption. Sunset Assets and Divestitures In connection with periodic reviews of our business, we decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”).
We use Core Organic Growth Rate as a key performance measure to assess our consolidated operating performance over time and for planning and forecasting purposes. Core Organic Growth Rate is the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges, as defined below.
Core Organic Growth Rate is the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets, subscription and support revenue from divestitures, and Overage Charges, each as defined below.
Cash used in investing activities consisted of purchases of property and equipment of $0.9 million in 2024 compared to purchases of property and equipment of $1.2 million in 2023, a decrease of $0.3 million as a result of fewer purchases of office equipment in 2024.
Cash used in investing activities consisted of purchases of leasehold improvements and equipment of $1.4 million for 2025 compared to $0.9 million of purchases of property and equipment for 2024.
Cash Flows from Financing Activities Our primary financing activities have consisted of capital raised to fund our acquisitions, proceeds from debt obligations incurred to finance our acquisitions, repayments of our debt obligations, and share based tax payment activity. 46 Cash used in financing activities increased $140.9 million in 2024 compared to 2023.
Cash Flows from Financing Activities Historically, our primary financing activities have consisted of capital raises, proceeds from debt obligations, repayments of our debt obligations, share repurchases and share based employee payroll tax payment activity. Cash used in financing activities was $63.4 million in 2025 compared to $202.3 million in 2024, a decrease in cash used of $138.9 million.
Management’s Discussion and Analysis” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. All in formation presented herein is based on our fiscal calendar.
Management’s Discussion and Analysis ” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025.
Year Ended December 31, 2024 2023 2022 Net loss $ (112,732) $ (179,874) $ (68,413) Depreciation and amortization expense 54,986 71,985 56,146 Interest expense, net 8,939 18,684 29,145 Other expense, net (1,142) (236) 781 Benefit from (provision for) income taxes 2,640 (2,493) (1,741) Stock-based compensation expense 15,270 22,874 41,602 Acquisition-related expense 19 3,060 21,556 Non-recurring litigation costs 187 1,126 33 Purchase accounting deferred revenue discount 244 557 5,496 Impairment of goodwill 87,227 128,755 12,500 Adjusted EBITDA $ 55,638 $ 64,438 $ 97,105 Core Organic Growth Rate Beginning with the three months ended June 30, 2023, we began disclosing our Core Organic Growth Rate, a non-GAAP financial measure.
Year Ended December 31, 2025 2024 2023 (dollars in thousands) Net loss $ (38,904) $ (112,732) $ (179,874) Depreciation and amortization expense 32,137 54,986 71,985 Interest expense (income), net 15,785 8,939 18,684 Loss on debt extinguishment 2,301 — — Other expense, net 652 (1,142) (236) Benefit from (provision for) income taxes 232 2,640 (2,493) Stock-based compensation expense 9,108 15,270 22,874 Acquisition and divestiture related expenses 9,720 19 3,060 Non-recurring litigation costs 35 187 1,126 Purchase accounting deferred revenue discount 113 244 557 Loss on divestitures of businesses 24,364 — — Impairment of goodwill and other intangibles 2,469 87,227 128,755 Adjusted EBITDA $ 58,012 $ 55,638 $ 64,438 Core Organic Growth Rate We use Core Organic Growth Rate as a key performance measure to assess our consolidated operating performance over time and for planning and forecasting purposes.
Benefit from Income Taxes Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Benefit from (provision for) income taxes $ (2,640) —% $ 2,493 1% $ (5,133) (206)% Effective income tax rate 2.4 % (1.4) % Provision for income taxes was $2.6 million in 2024, compared to a benefit for income taxes of $2.5 million in 2023, an increase in the provision for income taxes of $5.1 million, or 206%.
The change in other expense is primarily due to foreign currency exchange fluctuations. 44 Provision for Income Taxes Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Provision for income taxes $ (232) $ (2,640) $ 2,408 (91)% Effective income tax rate 0.6 % 2.4 % Expense from income taxes was $0.2 million in the year ended December 31, 2025, compared to $2.6 million in the year ended December 31, 2024, a decrease in expense from income taxes of $2.4 million, or 91%.
Professional services revenue was $8.3 million in the year ended December 31, 2024, compared to $10.2 million in the year ended December 31, 2023, a decrease of $1.9 million, or 19%. Professional services revenue related to our Sunset Assets decreased by $0.5 million.
Professional services revenue was $6.5 million in the year ended December 31, 2025, compared to $8.3 million in the year ended December 31, 2024, a decrease of $1.7 million, or 21% due to fewer implementation services provided in the year ended December 31, 2025.
The increase in tax expense was partially offset by reduced tax expense related to other international operations. Comparison of Years Ended December 31, 2023 and December 31, 2022 For a comparison of the years ended December 31, 2023 and 2022 refer to “ Item 7.
This decrease was related primarily to the the tax benefit recorded upon the current year divestiture in Ireland which was offset by increased tax expense in Canada. Comparison of Years Ended December 31, 2024 and December 31, 2023 For a comparison of the years ended December 31, 2024 and 2023 refer to “ Item 7.
Operating Expenses Sales and Marketing Expense Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Sales and marketing $ 66,301 24% $ 64,342 22% $ 1,959 3% Sales and marketing expense was $66.3 million in the year ended December 31, 2024, compared to $64.3 million in the year ended December 31, 2023, an increase of $2.0 million, or 3%.
Operating Expenses Sales and Marketing Expense Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Sales and marketing $ 44,113 $ 66,301 $ (22,188) (33)% Includes stock-based compensation as follows: Stock-based compensation $ 448 $ 1,512 $ (1,064) (70)% Sales and marketing expense was $44.1 million in the year ended December 31, 2025, compared to $66.3 million in the year ended December 31, 2024, a decrease of $22.2 million, or 33%.
In either case, we will adjust the revenues attributable to Sunset Assets for the then current period and properly reflect the year over year change for such addition or removal. Components of Operating Results Revenue Subscription and support revenue . We derive our subscription revenue from fees paid to us by our customers for use of our cloud-based applications.
In either case, we will adjust the revenues 36 attributable to Sunset Assets for the then current period and properly reflect the year over year change for such addition or removal. During 2025 we completed divestitures of certain product lines in order to streamline and focus our business.
Research and Development Expense Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Research and development $ 47,365 17% $ 49,375 17% $ (2,010) (4)% Research and development expense was $47.4 million in 2024, compared to $49.4 million in 2023, a decrease of $2.0 million, or 4%.
Research and Development Expense Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Research and development $ 36,511 $ 47,365 $ (10,854) (23)% Includes stock-based compensation as follows: Stock-based compensation $ 785 $ 2,095 $ (1,310) (63)% Research and development expense was $36.5 million in the year ended December 31, 2025, compared to $47.4 million in the year ended December 31, 2024, a decrease of $10.9 million, or 23%.
These decreases were offset by an increase in professional fees of $0.4 million. Cost of professional services revenue was $5.1 million in the year ended December 31, 2024, compared to $7.5 million in the year ended December 31, 2023, a decrease of $2.4 million, or 32%.
The remaining decrease of $1.8 million related to a reduction of $1.4 million in non-cash amortization of intangibles, a decrease of $0.5 million personnel costs, and $0.3 million in professional services offset with an increase in $0.4 million of infrastructure costs in our on-going product lines. 41 Cost of professional services revenue was $3.9 million in the year ended December 31, 2025, compared to $5.1 million in the year ended December 31, 2024, a decrease of $1.2 million, or 23%.
This decrease was the result of a decrease in non-cash amortization of intangible assets of $4.0 million associated with our Sunset Assets, a decrease of $4.9 million in hosting and infrastructure costs, a decrease of $2.9 million in personnel-related costs and a decrease of $1.4 million in variable telecom carrier costs and other expenses.
The decrease related to divested product lines was $22.3 million attributable to $6.1 million of infrastructure costs, $9.4 million of variable telecom carrier costs, $4.2 million of personnel costs and $2.6 million of non-cash amortization of divested intangibles.
However, our intent is to permanently reinvest these funds outside the U.S. and our current 45 plans do not demonstrate a need to repatriate them to fund our domestic operations. We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries.
However, our intent is to either permanently reinvest these funds outside the U.S. or use these funds to repay certain long-term intercompany loans. We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries. As of December 31, 2025 and 2024, we had a working capital deficits of $18.5 million and $2.0 million respectively.
Depreciation and amortization expenses primarily consist of depreciation and amortization of acquired intangible assets, specifically customer relationships and trade names, as a result of business combination purchase accounting adjustments. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods.
Depreciation and amortization expenses primarily consist of depreciation and amortization of acquired intangible assets, specifically customer relationships and trade names, as a result of business combination purchase accounting adjustments. Acquisition and divestiture related expenses . Acquisition and divestiture related expenses are transaction related expenses such as commissions, banker fees, legal and professional fees, and insurance costs.
The remaining decrease in professional services revenue is attributable to fewer implementation projects in the year ended December 31, 2024. 39 Cost of Revenue and Gross Profit Margin Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Cost of revenue: Subscription and support (1) $ 76,037 28% $ 88,894 30% $ (12,857) (14)% Professional services 5,055 2% 7,467 2% (2,412) (32)% Total cost of revenue 81,092 30% 96,361 32% (15,269) (16)% Gross profit $ 193,702 70% $ 201,491 68% $ (7,789) (4)% (1) Includes depreciation and amortization expense as follows: Depreciation $ — —% $ 5 —% $ (5) (100)% Amortization $ 9,364 3% $ 13,366 4% $ (4,002) (30)% Cost of subscription and support revenue was $76.0 million in the year ended December 31, 2024, compared to $88.9 million in the year ended December 31, 2023, a decrease of $12.9 million, or 14%.
Cost of Revenue Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Cost of revenue: Subscription and support (1) $ 50,882 $ 76,037 $ (25,155) (33)% Professional services 3,876 5,055 (1,179) (23)% Total cost of revenue 54,758 81,092 (26,334) (32)% Gross profit $ 162,118 $ 193,702 $ (31,584) (16)% (1) Includes amortization and stock-based compensation expense as follows: Amortization $ 5,287 $ 9,364 $ (4,077) (44)% Stock-based compensation $ 420 $ 765 $ (345) (45)% Cost of subscription and support revenue was $50.9 million in the year ended December 31, 2025, compared to $76.0 million in the year ended December 31, 2024, a decrease of $25.1 million, or 33%.
Comparison of Years Ended December 31, 2024 and December 31, 2023 Revenue Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Revenue: Subscription and support $ 260,685 95% $ 281,554 95% $ (20,869) (7)% Perpetual license 5,837 2% 6,077 2% (240) (4)% Total product revenue 266,522 97% 287,631 97% (21,109) (7)% Professional services 8,272 3% 10,221 3% (1,949) (19)% Total revenue $ 274,794 100% $ 297,852 100% $ (23,058) (8)% Subscription and support revenue was $260.7 million in the year ended December 31, 2024, compared to $281.6 million in the year ended December 31, 2023, a decrease of $20.9 million, or 7%. $17.1 million of the decrease relates to declining revenue from Sunset Assets as a result of reduced sales and marketing focus on those assets.
(2) Includes amortization expense as detailed below. 40 Comparison of Years Ended December 31, 2025 and December 31, 2024 Revenue Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Revenue: Subscription and support $ 205,073 $ 260,685 $ (55,612) (21)% Perpetual license 5,280 5,837 (557) (10)% Total product revenue 210,353 266,522 (56,169) (21)% Professional services 6,523 8,272 (1,749) (21)% Total revenue $ 216,876 $ 274,794 $ (57,918) (21)% Subscription and support revenue was $205.1 million in the year ended December 31, 2025, compared to $260.7 million in the year ended December 31, 2024, a decrease of $55.6 million, or 21%.
Other income, net was $1.1 million in 2024, compared to other income of $0.2 million in 2023, a change $0.9 million. The difference in other expense is primarily due to an increase in foreign currency exchange gains compared to 2023.
Other expense, net was $0.7 million in the year ended December 31, 2025, compared to other income, net of $1.1 million in the year ended December 31, 2024, a change of $1.8 million.
ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients. Refer to “ Note 3 Acquisitions ” and “ Note 5 Goodwill and Other Intangible Assets ” in the notes to the consolidated financial statements for further discussion.
ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients. Our ARR was $165.9 million, $225.6 million and $242.1 million as of December 31, 2025, 2024 and 2023, respectively.
Risk Factors.” This section and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties.
Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K.
Depreciation and Amortization Expense Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) Depreciation and amortization: Depreciation $ 1,222 1% $ 1,414 1% $ (192) (14)% Amortization 44,400 16% 57,200 19% (12,800) (22)% Total depreciation and amortization $ 45,622 17% $ 58,614 20% $ (12,992) (22)% Depreciation and amortization expense was $45.6 million in 2024, compared to $58.6 million in 2023, a decrease of $13.0 million, or 22%.
Depreciation and Amortization Expense Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) Depreciation and amortization: Depreciation $ 955 $ 1,222 $ (267) (22)% Amortization 25,895 44,400 (18,505) (42)% Total depreciation and amortization $ 26,850 $ 45,622 $ (18,772) (41)% Depreciation and amortization expense was $26.9 million in the year ended December 31, 2025, compared to $45.6 million in the year ended December 31, 2024, a decrease of $18.7 million, or 41%. $17.9 million of the decrease resulted from the decline in amortization from intangible assets associated with the divested product lines, $0.6 million from Sunset assets, and $0.2 million related to intangible assets related to our ongoing product lines becoming fully amortized.
Goodwill and Other Intangible Assets ” in the notes to our consolidated financial statements for more information regarding our first quarter 2024, our first quarter 2023 and our fourth quarter 2022 goodwill impairment charges. We will continue to evaluate goodwill impairment in future periods.
We will continue to evaluate goodwill and other intangibles for impairment in future periods.
The following table summarizes our liquidity for the periods indicated: Year Ended December 31, 2024 2023 (dollars in thousands) Cash, cash equivalents and restricted cash $ 57,052 $ 236,559 Available borrowings from our Revolving Credit Facility (1) — 60,000 Total Liquidity $ 57,052 $ 296,559 (1) Loans under the Revolver could be borrowed, repaid and reborrowed until it matured on August 6, 2024.
The following table summarizes our liquidity for the periods indicated: Year Ended December 31, 2025 2024 (dollars in thousands) Cash, cash equivalents and restricted cash $ 30,024 $ 57,052 Available borrowings from our Revolving Facility 30,000 — Total Liquidity $ 60,024 $ 57,052 The $27.0 million decrease in cash and cash equivalents from December 31, 2024 to December 31, 2025 was due primarily to the $55.2 million reduction of our outstanding debt and payment of fees related to the debt refinance of $7.1 million offset with cash inflows from operations of $25.8 million, and $9.8 million of proceeds divestitures of businesses.
Cash provided by operating activities was $24.2 million for 2024 compared to $49.9 million for 2023, a decrease of $25.7 million. This decrease in operating cash flow is generally attributable to a one-time $20.5 million cash gain on the sale of a portion of our interest rate swaps in August 2023.
Cash provided by operating activities was $25.8 million for 2025 compared to $24.2 million for 2024, an increase of $1.6 million. This increase in operating cash flow is generally attributable to differences in non-cash adjustments to net loss and timing differences in changes in working capital.
The additional uses of cash in financing activities relates primarily to additional prepayments of $183.0 million of the outstanding Term Loans in 2024 compared to prepayments of $35.0 million in 2023. This is offset by cash used for Common Stock repurchases of $11.0 million in 2024 compared to $14.1 million in 2023.
Cash used in financing activities decreased primarily due to $55.2 million in payments on our outstanding debt in 2025 compared to $188.4 million in payments made in 2024 and less cash used in repurchases of Common Stock which totalled $0.1 million in 2025 as compared to $11.0 million in 2024.
Research and development expense decreased primarily due to a decrease of $2.0 million of research and development costs related to our Sunset Assets offset by a slight increase in personnel-related costs related to product development. 40 General and Administrative Expense Year Ended December 31, 2024 2023 Change Amount Percent of Revenue Amount Percent of Revenue Amount % Change (dollars in thousands) General and administrative $ 49,463 18% $ 61,264 21% $ (11,801) (19)% General and administrative expense was $49.5 million in 2024, compared to $61.3 million in 2023, a decrease of $11.8 million, or 19%.
These decreases reflect the termination of our out-sourced research and development contract and the continued use of our efficient India Center of Excellence. 42 General and Administrative Expense Year Ended December 31, 2025 2024 Change Amount Amount Amount % Change (dollars in thousands) General and administrative $ 38,025 $ 49,463 $ (11,438) (23)% Includes stock-based compensation as follows: Stock-based compensation $ 7,455 $ 10,898 $ (3,443) (32)% General and administrative expense was $38.0 million in the year ended December 31, 2025, compared to $49.5 million in the year ended December 31, 2024, a decrease of $11.5 million, or 23%.
These acquisition-related expenses include transaction related expenses such as banker fees, legal and professional fees, insurance costs and deal bonuses. These acquisition-related expenses also include transformational expenses such as severance, compensation for transitional personnel, office lease terminations and vendor cancellations.
These expenses may also include transformational expenses such as severance, compensation for transitional personnel, office lease terminations and vendor cancellations. These expenses can vary based on the size, timing and location of each transaction. See “ Note 15. Divestitures” in the notes to our consolidated financial statements for more information regarding current divestiture related expenses.
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Forward-looking statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words.
Added
Risk Factors.” See “Part 1 - Special Note Regarding Forward Looking Statements”. Overview We have established a library of diverse, cloud-based software applications under the Upland brand that address specific digital transformation needs. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance.
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Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled “Item 1A. Risk Factors” above, which are incorporated herein by reference.
Added
These divestitures had the effect of reducing revenue and expense in the near term. In conjunction with these divestitures, we terminated a legacy vendor contract related to out-sourced research and development.
Removed
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. For a comparison of the years ended December 3 1, 2023 and 2022 refer to “Item 7.
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As a result of this termination, we believe we are able to efficiently use our R&D Center of Excellence and reduce overall R&D costs while maintaining our development capacity and product competitiveness. Components of Operating Results Revenue Subscription and support revenue .
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Unless otherwise stated, references in this report to particular years or quarters refer to our fiscal years ended December 31 and the associated quarters of those fiscal years. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Added
We periodically review the estimated useful lives of our identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. See “ Note 4. Goodwill and Other Intangible Assets ” in the notes to our consolidated financial statements for more information regarding our impairment charges.
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Overview We enable global businesses to work smarter with over 20 proven cloud software products that increase revenue, reduce costs, and deliver immediate value. Our AI-powered solutions cover knowledge management, content lifecycle and workflow automation, and digital marketing. We service over 10,000 customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.
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The decrease is primarily due to the expected declines in subscription and support revenue related to divested product lines and Sunset Assets of $53.1 million and $3.3 million, respectively. These decreases are offset by an increase in subscription and support revenue of $0.8 million related to our core product lines.
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Our customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, retail and hospitality. Through a series of acquisitions and integrations, we have established a library of diverse software applications under the Upland brand that address specific digital transformation needs.
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The decrease is attributable to decreases in customer purchases of on-premise software of $0.1 million in divested product lines, $0.1 million in Sunset Assets and $0.3 million related to core product lines.
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Our revenue has grown from $149.9 million in the year ended December 31, 2018 to $274.8 million in the year ended December 31, 2024, representing a compound annual growth rate of 11%. During the years ended December 31, 2024, 2023 and 2022, non-US revenue as a percent of total revenue was 29%, 30%, and 30%, respectively.
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Professional services revenue related to our divested product lines decreased by $0.6 million and Sunset Assets decreased by $0.1 million while professional services revenue related to our core product lines decreased by $1.0 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had an outstanding balance of $293.7 million under our Credit Facility. Based on the Company’s outstanding balance of variable rate debt at December 31, 2024, a hypothetical change of 100 basis points could have resulted in a $1.6 million increase to total interest expense for the year ended December 31, 2024.
Biggest changeBased on the Company’s outstanding balance of variable rate debt at December 31, 2025, a hypothetical change of 100 basis points could have resulted in a $1.1 million increase to total interest expense for the year ended December 31, 2025. Foreign Currency Exchange Risk Our customers are generally invoiced in the currency of the country in which they are located.
Quantitative and Qualitative Disclosures About Market Risk We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would have resulted in a change in revenue of $6.1 million for the year ended December 31, 2024. To date, we have not engaged in any hedging strategies.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would have resulted in a change in revenue of $6.0 million for the year ended December 31, 2025. To date, we have not engaged in any hedging strategies.
Based on the Company’s balance of money market mutual funds at December 31, 2024, a hypothetical change of 100 basis points could have resulted in a $1.4 million change in interest income.
Based on the Company’s balance of money market mutual funds at December 31, 2025, a hypothetical change of 100 basis point could have resulted in a $0.2 million change in interest income for the year ended December 31, 2025.
The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. In addition, we have intercompany loans that were used to fund the acquisition of foreign subsidiaries.
The related translation adjustments are recorded in a separate component of stockholders' deficit in accumulated other comprehensive loss. We have foreign currency denominated intercompany loans.
This objective is accomplished currently by making diversified investments, consisting only of money market mutual funds and certificates of deposit. As of December 31, 2024, we had $40.4 million in money market mutual funds.
The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing risk. This objective is accomplished currently by making diversified investments, consisting only of money market mutual funds and certificates of deposit. As of December 31, 2025, we had $18.6 million in money market mutual funds.
To date, we have not used derivative instruments to mitigate the impact of our market risk exposures. We also have not used, nor do we intend to use, derivatives for trading or speculative purposes.
We have not used, nor do we intend to use, derivatives for trading or speculative purposes. Interest Rate Risk Our exposure to market risk for changes in interest rates primarily relates to our cash equivalents in money market funds and our variable rate indebtedness.
Due to the long-term nature of these loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a component of accumulated other comprehensive loss. 49
To the extent that repayment of the loans is not anticipated for the foreseeable future, the foreign currency gains (losses) resulting from remeasurement are recognized in accumulated other comprehensive loss in the consolidated statements of stockholders' deficit.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk ” for further discussion. (3) We lease office space under operating leases that expire between 2024 and 2033.
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Our Credit Agreement bears interest at the secured overnight financing rate, which shall not be less than 1.50%, plus a margin of 6.00% per annum (with step downs and a potential step up at specified leverage levels).
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Operating lease obligations above do not include the impact of future rental income related to agreements we have entered into to sublet excess office space as a result of our transformation activities.
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We have an interest rate cap to limit the interest rate risk exposure and effectively cap the secured overnight financing rate on $120 million of our outstanding debt at 4.5% as described in “Note 6. Debt. As of December 31, 2025, we had an outstanding balance of $238.5 million under our Credit Agreement that matures in July 2031.
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(4) We define a purchase commitment as an agreement that is enforceable and legally binding and that specifies all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included.
Added
Foreign currency translation gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in other expense, net in the consolidated statements of operations. 51
Removed
In addition, purchase orders are not included as they represent authorizations to purchase rather than binding agreements. The Company has purchase commitments related to hosting services, third-party technology used in the Company’s solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment.
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Critical Accounting Policies and the Use of Estimates We prepare our consolidated financial statements in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.
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We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.
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To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. While our significant accounting policies are more fully described in “ Note 2.
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Basis of Presentation and Summary of Significant Accounting Policies ” in the notes to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K , we believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
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Income Taxes We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.
Removed
The Tax Act has provisions that require additional guidance on specific interpretations of the tax law changes.
Removed
Our provision for income taxes could be adversely affected by our earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where 47 we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions and investments, changes in our deferred tax assets and liabilities including changes in our assessment of valuation allowances, changes in the relevant tax laws or interpretations of these tax laws, and developments in current and future tax examinations.
Removed
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
Removed
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date.
Removed
We make significant estimates in determining the value of our deferred tax assets. These estimates include, but are not limited to, the expected reversal periods of deferred tax assets and liabilities, the availability of net operating losses and other carryovers and consideration of the future ability to generate taxable income.
Removed
These estimates are inherently uncertain and unpredictable, and if different estimates were used, it would impact the value of our deferred tax assets and the income tax benefit recognized in fiscal 2024 and in future periods when the deferred taxes are realized.
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A valuation allowance is established against our deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. As of December 31, 2024 we recorded a valuation allowance of $50.4 million against our deferred tax assets.
Removed
If, in the future, we evaluate that our deferred tax assets are not more likely than not to be realized, an increase in the related valuation allowance could result in a material income tax expense in the period such determination is made.
Removed
The Company has adopted an indefinite reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no deferred tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
Removed
The Company accounts for the uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. The Company’s policy is to account for interest and penalties as a component of income tax expense.
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Goodwill Impairment We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
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As we operate as one reporting unit, the goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its carrying value.
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We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. qualitative factors considered include: industry and market considerations; macroeconomic conditions; and other relevant events and factors.
Removed
Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its carrying value.
Removed
Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions. See “ Note 5.
Removed
Goodwill and Other Intangible Assets ” for more information regarding our 2024, 2023, and 2022 goodwill impairments. Recent Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, refer to “ Note 2.
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Basis of Presentation and Summary of Significant Accounting Policies ” in the notes to the consolidated financial statements included in “ Part II—Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. 48 Item 7A.
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Interest Rate Risk Our exposure to market risk for changes in interest rates primarily relates to our cash equivalents in money market funds and any variable rate indebtedness. The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing risk.
Removed
In conjunction with our Term Loans under the Credit Facility, we had entered into interest rate swaps for the total outstanding Term Loans for the full seven-year term, effectively fixing the interest rate of our Term Loans at 5.4% prior to August 2023.
Removed
On August 24, 2023, the Company sold a portion of their interest rate swaps with a total notional amount of $259.9 million and received $20.5 million of net cash proceeds.
Removed
After giving effect to such sale and principal payments on the Term Loans, $255.8 million of the Term Loans has an effective annualized fixed interest rate of 5.4%, and the remaining principal outstanding at December 31, 2024 of $37.9 million has a floating interest rate of 8.2% based on the interest rate as described in “Note 7. Debt.
Removed
Foreign Currency Exchange Risk Our customers are generally invoiced in the currency of the country in which they are located.

Other UPLD 10-K year-over-year comparisons