Upland Software Amends 10-K, Clarifies Filer Status for 2024

TL;DR

**Upland's 10-K/A is a red flag, signaling potential compliance issues and confirming its smaller reporting status, which could deter serious investors.**

AI Summary

Upland Software, Inc. filed a 10-K/A amendment for the fiscal year ended December 31, 2024, indicating a correction to its previously filed annual report. The filing confirms Upland is not a well-known seasoned issuer and has not been subject to filing requirements for the past 90 days, despite having filed all required reports in the preceding 12 months. The amendment also clarifies that Upland is not a large accelerated filer, an accelerated filer, or an emerging growth company, but rather a smaller reporting company. The company's common stock, with a par value of $0.0001 per share, is traded on The Nasdaq Global Market under the symbol UPLD. The filing also notes the existence of Preferred Stock Purchase Rights, also registered on The Nasdaq Global Market. The business address is 401 Congress Ave., Suite 1850, Austin, Texas 78701, with a business phone of 512-960-1010. This amendment primarily addresses technical compliance and status declarations rather than financial performance, with no specific revenue or net income figures provided in this particular filing.

Why It Matters

This 10-K/A filing is crucial for investors as it clarifies Upland Software's regulatory status, confirming it is a smaller reporting company and not a well-known seasoned issuer. This impacts the reporting requirements and investor perception of the company's maturity and market capitalization. The amendment also highlights a potential compliance issue, noting the company has not been subject to filing requirements for the past 90 days, which could raise questions about its adherence to SEC regulations. Competitively, being a smaller reporting company means Upland faces different regulatory burdens and investor scrutiny compared to larger, more established software firms, potentially affecting its ability to attract certain institutional investors.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosure that Upland Software has 'not been subject to such filing requirements for the past 90 days' despite filing all reports in the preceding 12 months. This inconsistency, marked by a 'No' checkmark for being subject to filing requirements for the past 90 days, suggests a potential lapse in continuous compliance or a misunderstanding of reporting obligations, which could lead to regulatory scrutiny or investor concern regarding governance. The amendment itself, while clarifying filer status, doesn't resolve this specific compliance ambiguity.

Analyst Insight

Investors should scrutinize Upland Software's future filings for clarification on its compliance status regarding the 'not subject to filing requirements for the past 90 days' disclosure. This information warrants further investigation into the company's internal controls and regulatory adherence before making any investment decisions.

Key Numbers

• $0.0001 — Par Value per Share (The par value of Upland Software's Common Stock, indicating a low nominal value.)
• 2024-12-31 — Fiscal Year End (The period covered by the amended annual report.)
• 2025-07-31 — Filing Date (The date the 10-K/A amendment was filed with the SEC.)

Key Players & Entities

• Upland Software, Inc. (company) — registrant of the 10-K/A filing
• SEC (regulator) — recipient of the 10-K/A filing
• Nasdaq Global Market (company) — exchange where UPLD common stock is traded
• $0.0001 (dollar_amount) — par value per share of common stock
• Delaware (regulator) — state of incorporation for Upland Software, Inc.
• 001-36720 (regulator) — Commission File Number for Upland Software, Inc.
• 401 Congress Ave., Suite 1850, Austin, Texas 78701 (company) — principal executive offices address
• 512-960-1010 (company) — business phone number

FAQ

Risk Factors

• Filing Status Declarations [medium — regulatory]: The 10-K/A filing clarifies Upland Software's status as not a well-known seasoned issuer, not a large accelerated filer, not an accelerated filer, and not an emerging growth company. It explicitly states the company is a smaller reporting company and has not been subject to filing requirements for the past 90 days, despite having filed all required reports in the preceding 12 months. This declaration is crucial for understanding reporting obligations and potential scrutiny.
• Interactive Data File Submission [low — regulatory]: Upland Software has confirmed submission of all Interactive Data Files required by Rule 405 of Regulation S-T during the preceding 12 months. This indicates compliance with electronic filing standards, which is a standard requirement for public companies.

Industry Context

Upland Software operates in the pre-packaged software industry (SIC 7372). This sector is characterized by intense competition from both established players and emerging SaaS providers. Key trends include the ongoing shift to cloud-based solutions, increasing demand for specialized vertical software, and the importance of customer retention and recurring revenue models. Companies in this space often focus on product innovation, integration capabilities, and customer support to maintain market share.

Regulatory Implications

The 10-K/A filing primarily addresses Upland Software's classification as a smaller reporting company, which has implications for its disclosure requirements and reporting timelines under SEC regulations. By clarifying its status, the company ensures compliance and manages investor expectations regarding the level of detail provided in its filings.

What Investors Should Do

1. Review original 10-K for financial details.
2. Monitor future filings for financial performance updates.
3. Understand the implications of SRC status.

Key Dates

• 2024-12-31: Fiscal Year End — Marks the end of the reporting period for the annual financial statements being amended.
• 2025-07-31: Filing Date of 10-K/A — Indicates the date the amendment was officially submitted to the SEC, signifying a correction or update to the original filing.
• 2025-07-29: Date as of Change — This date signifies the point in time to which the information in the filing is considered current, important for understanding the timeliness of disclosures.

Glossary

10-K/A

An amended annual report filed with the Securities and Exchange Commission (SEC) to correct or supplement information previously reported in a Form 10-K. (This filing is an amendment to Upland Software's annual report, indicating a need to revise or add details to its previous submission.)

Well-Known Seasoned Issuer (WKSI)

A company that meets specific SEC criteria, including a public float of at least $700 million and being subject to SEC reporting requirements for at least 12 months. (Upland Software explicitly states it is not a WKSI, which impacts its disclosure requirements and the types of registration statements it can use.)

Large Accelerated Filer

A filer that meets certain size and reporting history requirements, generally having a public float of $700 million or more and being subject to SEC reporting for at least 12 months. (Upland Software's declaration that it is not a large accelerated filer means it is subject to different, potentially less stringent, reporting deadlines and disclosure rules.)

Accelerated Filer

A filer that meets specific size and reporting history requirements, typically with a public float between $75 million and $700 million and subject to SEC reporting for at least 12 months. (Similar to being a large accelerated filer, not being an accelerated filer means Upland Software has different reporting obligations.)

Emerging Growth Company (EGC)

A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year, which can take advantage of certain scaled-back disclosure requirements. (Upland Software's status as not an EGC means it does not qualify for the specific accommodations offered to emerging growth companies.)

Smaller Reporting Company (SRC)

A company that meets certain financial thresholds, typically with a public float of less than $250 million or annual revenues of less than $100 million. (Upland Software's classification as an SRC indicates it falls under a category with potentially simplified reporting requirements compared to larger filers.)

Par Value

The nominal value assigned to a share of stock by the company's charter, often a very small amount like $0.0001. (The common stock of Upland Software has a par value of $0.0001 per share, which is a standard practice and has minimal impact on the stock's market value.)

Regulation S-T

SEC regulation governing the electronic submission of filings, including requirements for interactive data files. (The company's confirmation of submitting interactive data files under this regulation highlights its adherence to modern electronic disclosure standards.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original 10-K for the fiscal year ended December 31, 2024. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or margin changes are not possible from this specific amendment. The primary difference lies in the clarification of Upland Software's filer status, confirming it as a smaller reporting company rather than a large accelerated or accelerated filer, which impacts reporting requirements and deadlines.

Filing Details

This Form 10-K/A (Form 10-K/A) was filed with the SEC on July 31, 2025 regarding Upland Software, Inc. (UPLD).

View full filing on EDGAR

View Full Filing

View this 10-K/A filing on SEC EDGAR