Upland Software, Inc. (NASDAQ:UPLD) (the "Company" or "Upland"), today announced that it will effect a one-for-ten reverse stock split ("reverse split") of its common stock, par value $0.0001 per share ("common stock"), that will become effective on June 17, 2026 at 12:01 AM Eastern Time, before the open of trading on The Nasdaq Global Market ("Nasdaq"). Upland has requested that Upland's common stock begin trading on June 17, 2026, on a post-reverse split basis on the Nasdaq under the existing symbol "UPLD".

The reverse split is primarily intended to bring Upland into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq. The new CUSIP number for the common stock following the reverse split will be 91544A208.

At Upland's annual meeting of stockholders on June 3, 2026 (the "Annual Meeting"), Upland's stockholders approved the proposal to authorize Upland's board of directors (the "Board"), in its sole and absolute discretion, to file a certificate of amendment (the "Amendment") to Upland's amended and restated certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, ranging from one-for-five to one-for-thirty. On June 3, 2026, the Board approved the reverse split at a ratio of one-for-ten and the Amendment was filed with the Secretary of State of the State of Delaware, which will become effective on June 17, 2026 at 12:01 AM Eastern Time.

The reverse split will affect all issued and outstanding shares of common stock. 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 number of shares available to be awarded under Upland's 2024 Omnibus Incentive Plan, as amended, will also be appropriately adjusted. Following the reverse split, the par value of the common stock will remain unchanged at $0.0001 per share. The reverse split will not change the authorized number of shares of common stock or preferred stock. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive 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 Amendment is filed with the Secretary of State of the State of Delaware. The reverse split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in Upland's equity (other than as a result of the payment of cash in lieu of fractional shares).

The reverse split will reduce the number of shares of common stock issued and outstanding from approximately 29.4 million to approximately 2.9 million.

About Upland Software

Upland Software (NASDAQ:UPLD) is the intelligence layer that unifies and contextualizes enterprise knowledge, content, and data, turning isolated information into actionable outcomes for every human and agent. More than 1,100 enterprise customers rely on Upland's deep domain expertise to unlock the full value of their AI and agent-driven operating models, driving measurable outcomes across customer experience, employee productivity, and regulatory compliance. For more information, visit www.uplandsoftware.com.

Forward-looking Statements

Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These forward-looking statements include, among others, statements relating to: the current and future performance of the Company's business, the Company's ability to satisfy the various rules and requirements imposed by The Nasdaq Stock Market, unforeseen technical issues that could result in Upland's common stock not trading on the Nasdaq on a post-reverse stock split basis on June 17, 2026 as expected and the Company's financial outlook and expectations. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading "Risk Factors" included in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2025, the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and the Company's other filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to Upland on the date hereof. Upland undertakes no duty to update this information unless required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260604802479/en/

Investor Relations Contact:

Mike Hill

investor-relations@uplandsoftware.com

512-960-1031

Media Contact:

Lloyd Berry

media@uplandsoftware.com

512-960-1010

Upland Announces Board's Approval of Reverse Stock Split Ratio