0001505155false00015051552025-01-312025-01-310001505155upld:CommonStockParValue00001PerShareMember2025-01-312025-01-310001505155upld:PreferredStockPurchaseRightsMember2025-01-312025-01-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
January 31, 2025
Date of Report (Date of earliest event reported)
UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3672027-2992077
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)
401 Congress Avenue, Suite 1850
Austin, Texas 78701
(Address of principal executive offices, including zip code)

(512) 960-1010
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareUPLDThe Nasdaq Global Market
Preferred Stock Purchase Rights-The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                              ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Matthew Breslin, Chief Revenue Officer
On January 28, 2025, Matthew Breslin, the Chief Revenue Officer of Upland Software, Inc. (the “Company”), informed the Company that he will resign effective February 7, 2025. Mr. Breslin’s responsibilities will be assumed by current executives at the Company. Mr. Breslin’s decision to resign is not the result of any disagreement with us on any matter related to our operations, policies, or procedures.


Item 9.01      Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 Description
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UPLAND SOFTWARE, INC.
By:/s/ Michael D. Hill
Michael D. Hill
Chief Financial Officer
Date: January 31, 2025


v3.24.4
Cover
Jan. 31, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 31, 2025
Entity Registrant Name UPLAND SOFTWARE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36720
Entity Tax Identification Number 27-2992077
Entity Address, Address Line One 401 Congress Avenue, Suite 1850
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78701
City Area Code 512
Local Phone Number 960-1010
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001505155
Amendment Flag false
Common Stock, par value $0.0001 per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol UPLD
Security Exchange Name NASDAQ
Preferred Stock Purchase Rights  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NASDAQ
No Trading Symbol Flag true
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