Results of Operations and Financial Condition. On August 14, 2026, the Company issued a press release announcing its financial results for the quarter ended June 30, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 31, 2026, Upland Software, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the “MVPHS Requirement”) based on Nasdaq’…

Chief Financial Officer — Jennifer Simon: The company hired a new Chief Financial Officer from an external candidate.

Chief Financial Officer — Michael D. Hill: Michael D. Hill retired as Chief Financial Officer, and David Tamez was appointed as interim Chief Financial Officer.

The excerpt is incomplete and does not provide specific details about the management change.

Results of Operations and Financial Condition. On May 1, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On April 20, 2026, Upland Software, Inc. (the “Company”) furnished its Annual Report to Stockholders for the year ended December 31, 2025 (the “ARS”) to the Securities and Exchange Commission. In the ARS, the Company inadvertently included a version of its Annual Report on Form 10-K that included certain preliminary financial information as of and for the three months ended March 31, 2026. The Company has filed a corrected ARS with the SEC that a…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 7, 2026, Upland Software, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Globa…

Changes in Registrant’s Certifying Accountant. On March 9, 2026, upon the completion of a comprehensive selection process, the Audit Committee of the Board of Directors of Upland Software, Inc. (the “Company”) approved (1) the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, effective immediately, and (2) the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 3…

Results of Operations and Financial Condition. On March 3, 2026, the Company issued a press release announcing its financial results for the quarter ended December 31, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Chief Executive Officer — John T. McDonald: John T. McDonald is retiring as CEO with a named successor, Sean Nathaniel.

Results of Operations and Financial Condition. On November 6, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other Matters. On August 15, 2025, the Board of Directors (the “Board”) of Upland Software, Inc. (the “Company”) authorized a stock repurchase program (the “Plan”) in the aggregate amount of up to $10,000,000 (inclusive of any taxes payable as a result of such repurchase) that would allow the Company to repurchase shares of its issued and outstanding common stock, par value $0.0001 per share (“Common Stock”) from time to time in the open market or otherwise (including in negotiated transactio…

Results of Operations and Financial Condition. On July 31, 2025 , the Company issued a press release announcing its financial results for the quarter ended June 30, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. For more information, the Company has also made their investor presentation available at their investor relations site.

Other Events. On July 28, 2025, Upland issued a press release announcing that it had closed the Credit Agreement. The press release is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

Entry into a Material Definitive Agreement. On July 25, 2025 (the “Closing Date”), Upland Software, Inc. (“Upland”) and certain of its subsidiaries (together with Upland, the “Companies”) entered into a Credit Agreement (the “Credit Agreement”) with the lenders party thereto and private credit direct lender Sound Point Capital, as administrative agent. The Credit Agreement established a new senior secured term loan facility in an aggregate principal amount of $240 million (the “Term Loan”). O…

Creation of Direct Financial Obligation. The information included under

Results of Operations and Financial Condition. On May 12, 2025 , the Company issued a press release announcing its financial results for the quarter ended March 31, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. For more information, the Company has also made their investor presentation available at their investor relations site.

Chief Sales Officer (CSO) — Oliver Yates: The CSO position was eliminated and the officer was terminated without cause.

Results of Operations and Financial Condition. On March 12, 2025 , the Company issued a press release announcing its financial results for the quarter ended December 31, 2024. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Chief Revenue Officer — Matthew Breslin: Matthew Breslin resigned as Chief Revenue Officer.

Results of Operations and Financial Condition. On November 7, 2024 , the Company issued a press release announcing its financial results for the quarter ended September 30, 2024. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On August 1, 2024 , the Company issued a press release announcing its financial results for the quarter ended June 30, 2024. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The excerpt is incomplete and does not provide specific details about the movement or event.

of this Current Report on Form 8-K is incorporated herein by reference.