Upland Software, Inc.

What they do

Upland sells cloud software into two main areas: Knowledge Management, including Upland RightAnswers and Upland Panviva for internal knowledge sharing, customer self-service and contact centers; and Content Lifecycle and Workflow Automation, covering document management, compliance, secure cloud faxing (InterFAX), project and portfolio management, customer reference management and IT spending management. Products run on third-party cloud infrastructure and are sold by subscription with a high-touch 'Upland Customer Success Program,' with R&D partly run through an India Center of Excellence. The company reports more than 1,100 enterprise customers across industries including financial services, technology, manufacturing, government, healthcare and legal, with no customer above 10% of revenue.

Revenue drivers

• Subscription and support — The core recurring business: $46.2M in Q2 2026 (about 94% of the $49.1M total) and $92.2M in the first half of 2026; it declined 9% year over year primarily on 2025 divestitures.
• Perpetual license — One-time license sales of $1.7M in Q2 2026 and $3.0M in the first half of 2026; the company flags perpetual license revenue as unpredictable period to period.
• Professional services — Implementation, configuration, integration and maintenance work: $1.3M in Q2 2026 and $2.6M in the first half of 2026, the smallest revenue line.
• Knowledge Management vs. Content Lifecycle and Workflow Automation — The 10-K describes these as the two business functions served, with named products RightAnswers, Panviva, BA Insight and InterFAX; the filings provided do not break out revenue by product or segment.

Recent performance

Q2 2026 total revenue was $49.1M, down 8% from $53.4M in Q2 2025, which management attributes primarily to divestitures completed in 2025. Subscription and support revenue was $46.2M, down 9%, while GAAP net loss widened to $35.3M from $13.0M, primarily on a non-cash goodwill impairment recorded in June 2026. Non-GAAP net income rose 18% to $6.6M and Adjusted EBITDA was $12.8M, or 26% of revenue, versus $13.6M and 25% a year earlier. Operating cash flow was $5.4M and free cash flow $5.3M for the quarter, and cash on hand was $31.0M at June 30, 2026.

Strategy

CEO Sean Nathaniel describes concentrating capital on areas where the company believes it can win and turning its AI advantage into revenue growth and operating margin expansion, citing Q2 revenue and Adjusted EBITDA above midpoints and 81 new customers. Named priorities include sharpening operating groups around the clearest AI 'land-grab' opportunity and deleveraging the balance sheet, per his comments in the Q2 2026 release. The 10-K operating model stresses a high-touch customer success program, customer-driven product roadmapping that prioritizes Premier Success Plan requests, and quality-focused R&D including an India Center of Excellence. The company has been an active acquirer and divestor, with 2025 divestitures cited as the main cause of reported revenue declines, and it maintains a 2025 Share Repurchase Plan referenced in its forward-looking statements.

Risks

• Revenue decline from divestitures and weak growth — Total revenue fell from $317.3M in 2022 to $216.9M in 2025 and Q2 2026 revenue was down 8% year over year, with the company attributing the decline primarily to divestitures completed in 2025.
• Goodwill and intangible impairment — The Q2 2026 GAAP net loss of $35.3M was driven by a non-cash goodwill impairment recorded in June 2026, with goodwill still $222.7M against total assets of $356.6M at June 30, 2026.
• Leverage and negative equity — Notes payable were $224.7M net of current maturities at December 31, 2025, total liabilities were $314.2M against total assets of $356.6M at June 30, 2026, and stockholders' deficit was $89.8M.
• Listing-rule and governance events — An 8-K filed 2026-08-05 reports a delisting notice or listing-rule failure, and the company has disclosed multiple recent director or officer changes (2026-06-04, 2026-07-07, 2026-07-21).

Outlook

For Q3 2026, management guides total revenue of $45.7M to $48.7M, including subscription and support of $43.7M to $46.2M, a 7% year-over-year decline at the midpoint, and Adjusted EBITDA of $11.9M to $13.4M, a 21% decline at the midpoint with a 27% margin. For full year 2026, guidance is total revenue of $190.1M to $196.1M, including subscription and support of $180.0M to $185.0M, an 11% decline at the midpoint, and Adjusted EBITDA of $49.8M to $52.8M, a 12% decline at the midpoint. Management again attributes the revenue declines primarily to divestitures completed in 2025.