Upland Software Inc 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 growth Large 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 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 INFORMATION Upland Software, Inc.Condensed Consolidated Balance Sheets Upland Software, Inc.Condensed Consolidated Statements of Operations Upland Software, Inc.Condensed Consolidated Statements of Stockholders’ Deficit 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 regulatory compliance. More than 1,100 enterprise customers rely on Upland to solve complexchallenges and provide a trusted path for AI adoption. The Company's customers operate in a wide variety of industries, including 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted inthe United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and itswholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. No material changes The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules andregulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management ofthe Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the auditedconsolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in theCompany’s2025Annual Report on Form10-K. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilitiesat the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant itemssubject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-basedcompensation, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision ofthe carrying value of its assets or liabilities as of May1, 2026, the date of issuance of this Quarterly Report on Form 10-Q. Theseestimates may change as new events occur and additional information is obtained. Actual results could differ materially from these RestrictedCash The Company is required to maintain a letter of credit as c