Every material Form 8-K Upland Software, Inc. has filed with the SEC since August 05, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Upland Software entered a Dividend Waiver Agreement with Ulysses Aggregator, LP, an affiliate of HGGC and holder of all 115,000 Series A Convertible Preferred shares, under which dividend accrual on the preferred stock is waived for an indefinite period effective October 1, 2026. The company expects the waiver to improve net income attributable to common stockholders and per-share results beginning in the fourth quarter of 2026, and the filing gives no dollar amount for the waived dividends.
Ulysses Aggregator, LP, an affiliate of HGGC, holds all 115,000 outstanding Series A Preferred shares.
Series A dividends accrue at 4.5% per year, paid in kind; waiver is effective October 1, 2026.
Waived dividends are permanently forgiven, even if the waiver is revoked by a majority of Series A holders on 30 days' notice.
Upland expects the full quarterly benefit beginning in the fourth quarter of 2026.
Upland Software reported third quarter 2026 total revenue of $47.5 million, down 6% from a year earlier, and a GAAP net loss of $0.5 million, compared with $1.1 million a year earlier. It guided to full-year 2026 total revenue of $190.1 to $193.1 million, a 12% decline at the midpoint, and outlined a three-phase plan targeting an adjusted EBITDA margin of approximately 35% in the first half of 2028. For shareholders, the headline revenue, profit and guidance measures point lower, although the GAAP loss narrowed and the company repaid debt.
Q3 2026 total revenue was $47.5 million, down from $50.5 million; Adjusted EBITDA was $12.6 million, or 27% of revenue, versus $16.0 million, or 32%, a year earlier.
Full-year 2026 total revenue is expected at $190.1 to $193.1 million; Q4 2026 total revenue is expected at $44.7 to $47.7 million.
Term loan balance was $225.4 million at September 30, 2026, down from $238.5 million at December 31, 2025; cash was $28.9 million and the $30.0 million revolver was undrawn.
On July 31, 2026, Nasdaq notified the company it no longer meets the $15 million minimum market value of publicly held shares; the company has until January 27, 2027 to regain compliance.
Upland Software reported second quarter 2026 revenue of $49.1 million, down 8% year over year, and a GAAP net loss of $35.3 million after a non-cash goodwill impairment. The company cut its full-year 2026 revenue and Adjusted EBITDA outlook relative to 2025, with both expected to decline at the midpoint, so shareholders face weaker reported results and a lower near-term earnings base.
Q2 2026 total revenue was $49.1 million, down from $53.4 million, mainly due to divestitures completed in 2025.
GAAP net loss was $35.3 million versus $13.0 million a year earlier, driven by a $35.2 million non-cash impairment of goodwill and other intangibles recorded in June 2026.
Full-year 2026 revenue guidance is $190.1 million to $196.1 million, an 11% decline at the midpoint; Adjusted EBITDA guidance is $49.8 million to $52.8 million, a 12% decline at the midpoint.
Adjusted EBITDA was $12.8 million in Q2 2026 versus $13.6 million a year earlier, and cash on hand was $31.0 million at June 30, 2026.
Upland Software received a Nasdaq notice on July 31, 2026, stating it no longer meets the $15 million minimum market value of publicly held shares requirement. Nasdaq calls this a deficiency, not a delisting, and the stock continues to trade on the Nasdaq Global Market as UPLD, but the company must regain compliance by January 27, 2027 or face a delisting process.
Nasdaq notice dated July 31, 2026, based on the previous 30 consecutive business days of market value review
Compliance deadline is January 27, 2027, 180 days from the notice
Regaining compliance requires $15 million or more for at least ten consecutive business days, generally no more than 20
If not compliant by the deadline, Nasdaq will notify the company of delisting, and the company may appeal to a Nasdaq Hearings Panel
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Upland Software, Inc. filing is on SEC EDGAR ↗. 8-K briefs of other companies →