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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR 0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36720 Upland Software , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) U u upland Title of each class Common Stock , par value $ 0.0001 per share 27-2992077 ( I.R.S. Employer Identification Number ) 401 Congress Ave. , Suite 1850 Austin , Texas 78701 ( 512 ) 960-1010 ( Address , including zip code , and telephone number , including area code , of registrant's principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol UPLD Securities registered pursuant to Section 12 ( g ) of the Act : None Name of each exchange on which registered The Nasdaq Global Market Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes x No " Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No x Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 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 such filing requirements for the past 90 days . Yes x No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any , every Interactive Data File required to be submitted and posted pursuant to Rule 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 to submit and post such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer X Accelerated filer Non - accelerated filer Smaller reporting company Emerging growth company 0 If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No x The aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 738 million based upon the closing price of $ 34.76 of such common stock on the Nasdaq Global Market on June 30 , 2020 ( the last business day of the registrant's most recently completed second fiscal quarter ) . Shares of common stock held as of June 30 , 2020 by each director and executive officer of the registrant , as well as shares held by each holder of 10 % of the common stock known to the registrant , have been excluded for purposes of the foregoing calculation . This determination of affiliate status is not a conclusive determination for other purposes . As of February 19 , 2021 , 29,987,114 shares of the registrant's Common Stock were outstanding . Documents incorporated by reference : Certain portions , as expressly described in this Annual Report on Form 10 - K , of the registrant's Proxy Statement for the 2021 Annual Meeting of the Stockholders , to be filed not later than 120 days after the end of the year covered by this Annual Report , are incorporated by reference into Part III of this Annual Report where indicated .