Upland Software Reports Third Quarter 2025 Financial Results

Upland Software, Inc. (NASDAQ:UPLD), a leader in AI-powered knowledge and content management software, today announced its financial and operating results for the third quarter 2025 and issued guidance for its fourth quarter and full year of 2025.

Third Quarter 2025 Financial Highlights

• Total revenue was $50.5 million, a decrease of 24% from $66.7 million in the third quarter of 2024, primarily due to divestitures completed earlier this year.
• Subscription and support revenue was $47.7 million, a decrease of 25% from $63.8 million in the third quarter of 2024, primarily due to divestitures completed earlier this year.
• GAAP net loss was $1.1 million compared to a GAAP net loss of $1.7 million in the third quarter of 2024. GAAP net loss attributable to common stockholders was $2.6 million compared to GAAP net loss attributable to common stockholders of $3.1 million in the third quarter of 2024. GAAP net loss per share attributable to common stockholders was $0.09 per share, compared to a GAAP net loss per share attributable to common stockholders of $0.12 per share in the third quarter of 2024.
• Adjusted EBITDA was $16.0 million, or 32% of total revenue, compared to $14.0 million, or 21% of total revenue, in the third quarter of 2024.
• GAAP operating cash flow was $6.9 million, compared to GAAP operating cash flow of $4.3 million in the third quarter of 2024. Free cash flow was $6.7 million, compared to free cash flow of $4.2 million in the third quarter of 2024.
• Cash on hand as of the end of the third quarter of 2025 was $22.8 million.
• As previously announced, the Company's debt was successfully refinanced, extending the debt maturity by six years to July 2031, and securing a $30 million revolver providing the Company ample liquidity.

"With our Q3 results, we are pleased to report continued positive core organic growth, and a significant expansion of our Adjusted EBITDA margin," said Jack McDonald, Upland's Chairman and Chief Executive Officer. "Our AI product portfolio continues to gain traction, marked by new multi-year customer wins with six- and seven-figure contract values."

Third Quarter Business Highlights

• We welcomed 97 new customers to Upland in the third quarter, including 14 new major customers. We also expanded relationships with 168 existing customers, 13 of which were major expansions.
• We earned 49 badges in G2's Fall 2025 market reports, reflecting strong momentum across our portfolio. Upland Qvidian, our AI-powered proposal management solution, received numerous new customer reviews. Upland BA Insight earned multiple recognitions, and both Upland Panviva and Upland RightAnswers continued to receive multiple badges for delivering consistent customer value.
• Upland RightAnswers and Upland BA Insight are now available in AWS Marketplace, including BA Insight's inclusion in the new AI Agents and Tools category. This expanded presence enables customers to easily discover, purchase, and deploy these Upland AI solutions, simplifying the procurement process and accelerating enterprise AI adoption.
• Upland Software was recognized in The Customer Service Solutions Landscape, Q3 2025 report by Forrester Research, published on September 29, 2025. The report provides an overview of 34 vendors helping organizations enhance customer service operations and experiences. Upland believes its inclusion reflects the impact of its AI-powered knowledge management solution, Upland RightAnswers, in driving faster resolutions, improving agent productivity, and delivering more consistent, high-quality customer support. ⁽¹⁾
• Upland continues to build strong momentum across its product suite, delivering innovation that boosts productivity, data intelligence, and customer impact. Upland InterFAX added new AI capabilities to improve the discovery of fax content, Upland Adestra introduced enhanced bot-click detection and a Raiser's Edge NXT integration to improve marketing data quality, and Upland Second Street introduced a QR Code Generator to extend its competitions tool.

Business Outlook

For the quarter ending December 31, 2025, Upland expects reported total revenue to be between $46.4 and $52.4 million, including subscription and support revenue between $44.1 and $49.1 million, for a decline in total revenue of 27% at the midpoint from the quarter ended December 31, 2024. This year-over-year revenue decline is primarily due to divestitures completed earlier this year. Fourth quarter 2025 Adjusted EBITDA is expected to be between $13.8 and $16.8 million, which at the midpoint is an increase of 3% from the quarter ended December 31, 2024. Fourth quarter 2025 Adjusted EBITDA margin is expected to be 31% at the midpoint, an increase of 900 basis points from the 22% Adjusted EBITDA margin for the quarter ended December 31, 2024.

For the full year ending December 31, 2025, Upland expects reported total revenue to be between $214.0 and $220.0 million, including subscription and support revenue between $202.5 and $207.5 million, for a decline in total revenue of 21% at the midpoint from the year ended December 31, 2024. This year-over-year revenue decline is primarily due to divestitures completed earlier this year. Full year 2025 Adjusted EBITDA is expected to be between $56.5 and $59.5 million, which at the midpoint is an increase of 4% from the year ended December 31, 2024. Full year Adjusted EBITDA margin is expected to be 27% at the midpoint, an increase of 700 basis points from the 20% Adjusted EBITDA margin for the year ended December 31, 2024.

Conference Call Details

Upland's executive team will host a live conference call and webcast at 10:00 a.m. Central Time, 11:00 a.m. Eastern Time today to review Upland's financial results and outlook for the business. The call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code 8422976 to join the call. This webcast will contain forward-looking statements and other material information regarding Upland's financial and operating results.

Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months.

About Upland Software

Upland Software (NASDAQ:UPLD) is a leader in AI-powered knowledge and content management software. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance. More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption. For more information, visit www.uplandsoftware.com.

⁽¹⁾ Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. For more information, read about Forrester's objectivity at www.Forresters.com.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss), non-GAAP net income (loss) per share, Core Organic Growth Rate, and Free Cash Flow.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release.

We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so is unavailable at this time without unreasonable effort.

Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue, loss on divestitures and impairment charges.

Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition and divestiture related expenses, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring effects of provision for income tax, loss on divestitures, impairment charges and the related tax effect of the adjustments above.

Upland defines Free Cash Flow as GAAP operating cash flow less purchases of property and equipment.

Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue.

Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000.

Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation and amortization.

Upland defines Net Dollar Retention Rate as the aggregate annualized recurring revenue at the end of a twelve-month period from those customers that were also customers at the beginning of the twelve-month period, divided by the aggregate annualized recurring revenue value from all customers at the beginning of the twelve-month period. This measure excludes the revenue value of Overage Charges, divestitures, and our Sunset Assets upon designation.

In connection with periodic reviews of our business, we have decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as "Sunset Assets").

Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company.

Upland defines Core as our ongoing business operation, excluding Sunset Assets and divestitures.

Upland defines Core Organic Growth Rate as the percentage change between two reported periods in Core Organic Revenue (subscription and support revenue, excluding subscription and support revenue from Sunset Assets, divestitures, and Overage Charges). We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or divestitures closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period.

Upland defines Net Debt as the total amount of debt outstanding less unrestricted cash and cash equivalents at a stated point in time.

Upland defines Net Leverage as Net Debt divided by trailing 4 quarters Adjusted EBITDA.

Forward-looking Statements

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance, including our guidance related to future performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as "anticipate," "believe," "may," "will," "continue," "seek," "estimate," "intend," "hope," "predict," "could," "should," "would," "project," "plan," "expect" or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words.

Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to: our financial performance and our ability to achieve or sustain profitability or predict future results; our plans regarding future acquisitions and divestitures, acquisition and divestiture expense timing and our ability to consummate and operationalize acquisitions or divestitures; our ability to expand our go to market operations, including our marketing and sales organization, and successfully increase sales of our products; our ability to obtain financing in the future on acceptable terms or at all; our expectations with respect to revenue, cost of revenue, average annual spend, margin expense and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including the Russia-Ukraine conflict, the conflicts in the Middle East, foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international expansion; our ability to comply with privacy laws and regulations; our ability to incorporate and deliver artificial intelligence ("AI") functionality into our products and services, including our ability to unlock critical knowledge, automate content workflows and drive measurable ROI; our ability to deliver high-quality customer service; our plans regarding, and our ability to effectively manage, our growth, including with respect to our growth investments; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to adapt to technological change and continue to innovate; the growth of demand for cloud-based, digital transformation applications; our ability to integrate our applications with other software applications; maintaining and expanding our relationships with third parties; costs associated with defending intellectual property infringement and other claims; our ability to maintain, protect and enhance our brand and intellectual property; our expectations with regard to trends, such as seasonality, which affect our business; impairments to goodwill and other intangible assets; our beliefs regarding how our applications benefit customers and what our competitive strengths are; the operation, reliability and security of our third-party data centers; our expectations as to the timing of the discontinuation of any Sunset Assets, as well as the composition of Sunset Assets; our expectations as to the payment of dividends; our current level of indebtedness, including our exposure to variable interest rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; the risk that we did not consider another contingency included in this list; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC.

The forward-looking statements herein represent Upland's views as of the date of this press release, and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release.

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