Upland Software Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch31, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number001-36720 UPLAND SOFTWARE, INC.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) 900 S. Capital of Texas Highway,Las Cimas IVSuite 300Austin, Texas 78746 (Address, including zip code, of registrant’s principal executive offices)(512)960-1010(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growthcompany" in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐ Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As ofApril29, 2026, 29,363,201 shares of the registrant’s Common Stock were outstanding. Upland Software, Inc. Table of Contents PartI.FINANCIAL INFORMATIONItem1.Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 andMarch 31, 2025Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months EndedMarch 31, 2026 and March 31, 2025Condensed Consolidated Statements of Stockholders' Deficit for the Three Months Ended March 31,2026 and March 31, 2025Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 andMarch 31, 2025Notes to Unaudited Condensed Consolidated Financial StatementsItem2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem3.Quantitative and Qualitative Disclosures About Market RiskItem4.Controls and ProceduresPartII.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 5.Other InformationItem6.ExhibitsExhibit IndexSignature Upland Software, Inc.Condensed Consolidated Balance Sheets(in thousands, except for share and per share amounts) Upland Software, Inc.Condensed Consolidated Statements of Operations(unaudited)(in thousands, except for share and per share amounts) Upland Software, Inc.Condensed Consolidated Statements of Comprehensive Income (Loss)(unaudited)(in thousands) Three Months Ended March 31,20262025Net loss$(1,230)$(25,848)Other comprehensive income (loss):Unrealized foreign currency translation adjustment(1,108)2,264Realized foreign currency gain—5,715Unrealized translation gain on foreign currency denominated intercompany loans, net of taxes711,498Interest rate swaps, net of reclassifications into earnings(1,137)(3,890)Other comprehensive income (loss):$(2,174)$5,587Comprehensive loss$(3,404)$(20,261) Upland Software, Inc.Condensed Consolidated Statements of Stockholders’ Deficit(unaudited)(in thousands, except share amounts) Upland Software, Inc.Condensed Consolidated Statements of Cash Flows(unaudited)(in thousands) Upland Software, Inc.Notes to Unaudited Condensed Consolidated Financial Statements(unaudited) 1. Organization and Nature of Operations Upland Software, Inc., together with its wholly owned subsidiaries (“Upland,” “we,” “us,” “our,” or the “Company”), a Delawarecorporation headquartered in Austin, Texas, is a leader in AI-powered knowledge and content management software. Our solutionshelp enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer andemployee experiences while supporting regul