Form 8-K

8-K — Upland Software, Inc.

Accession: 0001505155-26-000039

Filed: 2026-06-04

Period: 2026-06-03

CIK: 0001505155

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — upld-20260603.htm (Primary)

EX-3.1 (certificateofamendmenttoth.htm)

EX-10.1 (amendmentno1touplandsoftwa.htm)

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8-K

8-K (Primary)

Filename: upld-20260603.htm · Sequence: 1

upld-20260603

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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

June 3, 2026

Date of Report (Date of earliest event reported)

UPLAND SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36720

27-2992077

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

900 S. Capital of Texas Highway, Las Cimas IV, Suite 300

Austin, Texas 78746

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

UPLD

The 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.

As described in Item 5.07 below, on June 3, 2026, at the Annual Meeting, the stockholders of Upland Software, Inc. (the “Company”) approved an amendment (the “Equity Plan Amendment”) to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). On April 8, 2026, our Board of Directors, at the recommendation of the Compensation Committee to the Board of Directors, approved the Equity Plan Amendment, subject to approval by our stockholders at the Annual Meeting. The Equity Plan Amendment is effective as of June 3, 2026.

The Equity Plan Amendment increases the number of shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") reserved for issuance under the 2024 Plan (including shares issuable pursuant to incentive stock options) by 2,000,000 shares. The Equity Plan Amendment does not modify any other terms of the 2024 Plan. Unless terminated sooner or extended, the 2024 Plan expires June 5, 2034.

The material terms of the Equity Plan Amendment were described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on April 20, 2026. That detailed summary of the Equity Plan Amendment and any description contained herein are qualified in their entirety by reference to the full text of the Equity Plan Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 3, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect the Reverse Split (as defined below). The Certificate of Amendment will become effective at 12:01 AM Eastern Time on June 17, 2026, prior to the opening of trading on The Nasdaq Global Market (“Nasdaq”). As a result of the Reverse Split, every 10 shares of common stock, par value $0.0001 per share (the "Common Stock"), issued and outstanding will be converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Any stockholder who would otherwise be entitled to a fractional share shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales price of a share of the Company’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Global Market during regular trading hours for the five (5) consecutive trading days immediately preceding the date the Certificate of Amendment is filed with the Secretary of State of the State of Delaware. The Reverse Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. The Reverse Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the payment of cash in lieu of fractional shares). All outstanding options, restricted stock awards, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the Reverse Split, as required by the terms of each security. The Company has requested that the Company’s Common Stock begin trading on June 17, 2026, on a post-reverse split basis on the Nasdaq under the existing symbol “UPLD”. The new CUSIP number for the Common Stock will be 91544A208. The foregoing brief description is qualified in its entirety by the text of the Certificate of Amendment, a copy of which is incorporated herein by reference as Exhibit 3.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held June 3, 2026, at the Company’s offices at 900 S. Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, Texas 78746. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the SEC on April 20, 2026. As of April 13, 2026 (the “Annual Meeting Record Date”), the total number of shares entitled to vote was 37,085,334 representing 29,363,201 shares of Common Stock outstanding on the Annual Meeting Record Date, plus 7,722,133 as-converted shares of Common Stock that the holders of the Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), were entitled to vote. Present at the Annual Meeting in person or by proxy were holders of 25,225,503 shares of Common Stock, including the shares of Series A Preferred Stock on an as-converted basis, representing 68% of the eligible votes, constituting a quorum.

The stockholders voted on the following items at the Annual Meeting:

1.To elect one Class III director to serve on the board of directors until the Company’s 2029 annual meeting of stockholders, or until a successor is duly elected and qualified;

2.To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To vote on a non-binding advisory basis to approve the compensation of the Company’s named executive officers;

4.To approve the adoption of the Certificate of Amendment, to be filed not later than February 24, 2027, to effect a reverse stock split of our Common Stock at a ratio in the range of 1-for-5 to 1-for-30 (collectively, the “Reverse Split”), with such ratio to be determined in the discretion of the board of directors and publicly disclosed prior to the effectiveness of the Reverse Split (the “Reverse Split Proposal”);

5.To approve an amendment to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s Common Stock reserved for issuance thereunder from 3,200,000 to 5,200,000 (the “Equity Plan Increase Proposal”);

6.To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of the Reverse Split Proposal or the Equity Plan Increase Proposal (the “Adjournment Proposal”).

The stockholders elected one Class III director to serve on the Company’s board of directors until the Company’s 2029 annual meeting of stockholders, or until a successor is duly elected and qualified. The voting results were as follows.

Director Nominee

For

Withhold

Broker Non-Votes

John T. (Jack) McDonald

16,233,354

3,202,667

5,789,482

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows.

For

Against

Abstain

25,055,376

33,552

136,575

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows.

For

Against

Abstain

Broker Non-Votes

17,103,870

2,215,172

116,979

5,789,482

The stockholders approved the Reverse Split Proposal. The voting results were as follows.

For

Against

Abstain

Broker Non-Votes

24,037,971

1,161,451

26,081

—

The stockholders approved the Equity Plan Increase Proposal. The voting results were as follows.

For

Against

Abstain

Broker Non-Votes

18,787,793

640,199

8,029

5,789,482

The stockholders approved the Adjournment Proposal. The voting results were as follows.

For

Against

Abstain

Broker Non-Votes

23,842,764

1,356,414

26,325

—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc.

10.1

Amendment No. 1 to Upland Software, Inc. 2024 Omnibus Incentive Plan.

104

The 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: June 4, 2026

EX-3.1

Filename: certificateofamendmenttoth.htm · Sequence: 2

Document

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPLAND SOFTWARE, INC.

Upland Software, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY:

First: The name of the corporation is Upland Software, Inc.

Second: The corporation was originally incorporated under the name of Silverback Acquisition Corporation, and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 7, 2010.

Third: The date on which the Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) of the Corporation was originally filed with the Secretary of State of the State of Delaware is November 12, 2014, under the name of Upland Software, Inc.

Fourth: That Article IV of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), is hereby amended by inserting the following after the first three paragraphs of Article IV:

Effective upon this Certificate of Amendment to the Amended and Restated Certificate of Incorporation becoming effective pursuant to the Delaware General Corporation Law (the “Effective Time”), the shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the “pre-Reverse Split Common Stock”) shall be reclassified into a different number of shares of Common Stock (the “post-Reverse Split Common Stock”) such that each 10 shares of pre-Reverse Split Common Stock shall, at the Effective Time, be automatically reclassified into one share of post-Reverse Split Common Stock (such reclassification and combination of shares, the “Reverse Split”). The par value of the Common Stock following the Reverse Split shall remain at $0.0001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of pre-Reverse Split Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales price of a share of the Corporation’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Global Market during regular trading hours for the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above). Each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall be entitled to receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above, provided that the Corporation may request such stockholder to exchange such stockholder’s certificate or certificates that represented shares of pre-Reverse Split Common Stock for shares held in book-entry form through the Depository Trust Company’s Direct Registration System representing the appropriate number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate or certificates shall have been combined. The Reverse Split shall be effected on a record holder-record holder basis, such that any fractional shares of

post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.

Fifth: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Sixth: That this Certificate of Amendment to the Restated Certificate of Incorporation shall be effective as of 12:01 a.m. New York City time on the 17th day of June, 2026.

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 3rd day of June, 2026.

UPLAND SOFTWARE, INC.

By: /s/ Sean Nathaniel

Name: Sean Nathaniel

Title: Chief Executive Officer and President

EX-10.1

Filename: amendmentno1touplandsoftwa.htm · Sequence: 3

Document

AMENDMENT TO

UPLAND SOFTWARE, INC.

2024 OMNIBUS INCENTIVE PLAN

April 8, 2026

This Amendment (this “Amendment”) to the Upland Software, Inc. 2024 Omnibus Incentive Plan, as amended from time to time (the “Plan”), is adopted by the Board of Directors of Upland Software, Inc., a Delaware corporation (the “Company”) on the date set forth above, effective as of the date it is approved by the Company’s stockholders. The Plan is hereby amended, subject to and effective as of the date of such stockholder approval, as follows:

1. Section 3(a) of the Plan is hereby deleted and replaced in its entirety by the following:

“Subject to Sections 3(b) and 10, the maximum number of Shares that may be issued pursuant to all Awards (including Incentive Stock Options) is equal to the sum of (i) 5,200,000 Shares, plus (ii) any Shares that, as of the Effective Date, have been reserved but not issued pursuant to any awards granted under the Prior Plan and are not subject to any awards granted thereunder, plus (iii) any Shares subject to awards granted under the Prior Plan that, after the Effective Date, are forfeited, canceled or expire (whether voluntarily or involuntarily) without the issuance of Shares. The Shares to be issued pursuant to the Awards may be authorized, but unissued, or reacquired Shares.”

2. Upon receipt of approval of this Amendment by the Company’s stockholders, this Amendment shall be and is hereby incorporated into and forms a part of the Plan.

3. Except where conflicting or inconsistent with the express terms or manifest intent of this Amendment, all provisions of the Plan as in effect prior to this Amendment shall remain in full force and effect.

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