Upland Software (UPLD) investor relations material

Executive summary

• Q4 2025 revenue was $49.3M, down 28% year-over-year due to divestitures, but adjusted EBITDA and margins met expectations, with core organic growth rate flat and a multi-year improving trend from -2% to a targeted 1%-2% for 2026.

• Annual net dollar retention rate was 96% in 2025, consistent with the prior year.

• Welcomed 110 new customers and expanded relationships with 199 existing customers in Q4, with growth products, especially AI-enabled, driving performance.

• Leadership transition announced: Sean Nathaniel to become CEO, with a focus on AI and operational execution.

• GAAP net income reached $1.1M, reversing a $3.4M loss in Q4 2024; net loss attributable to common stockholders was $0.4M.

Financial highlights

• Q4 2025 adjusted EBITDA was $15.3M (31% margin), up from $14.9M (22% margin) in Q4 2024.

• Q4 free cash flow was $7.2M, bringing full-year 2025 free cash flow to $24.4M, exceeding the $20M target.

• Net debt at year-end was approximately $209M, with net debt leverage at 3.6x trailing adjusted EBITDA.

• Cash on hand at year-end was $29.4M.

• Net loss per share attributable to common stockholders was $0.01 in Q4 2025 vs. $0.18 in Q4 2024.

Outlook and guidance

• Q1 2026 revenue expected between $47M-$50M, a 24% year-over-year decline due to divestitures; adjusted EBITDA expected between $11.9M-$13.4M.

• Q1 2026 adjusted EBITDA margin expected at 26%, up 500 basis points from the prior year.

• Full-year 2026 revenue expected between $194.2M-$206.2M, an 8% decline year-over-year due to divestitures; adjusted EBITDA expected between $52.6M-$58.6M.

• Full-year 2026 adjusted EBITDA margin expected at 28%, up from 27% in 2025.

• Free cash flow target for 2026 is around $20 million.