What document did Ernst & Young provide related to Upland Software’s (UPLD) filing?

Ernst & Young provided a letter addressed to the Securities and Exchange Commission dated March 13, 2026. Upland Software filed this letter as Exhibit 16.1, asking EY to state whether it agrees with the company’s description of the auditor change and related matters.

Upland Software (NASDAQ: UPLD) replaces EY with KPMG as auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Upland Software, Inc. has changed its independent auditor. The audit committee dismissed Ernst & Young LLP as the company’s independent registered public accounting firm and approved the appointment of KPMG LLP for the fiscal year ending December 31, 2026, subject to KPMG’s customary client acceptance procedures and an engagement letter.

The company states that EY’s reports on its 2025 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. It also reports no disagreements with EY on accounting principles, financial statement disclosure, or audit scope or procedures through March 10, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/13/2026 - 10:53 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 9, 2026

Date of Report (Date of earliest event reported)

UPLAND SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36720

27-2992077

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

900 S. Capital of Texas Highway, Las Cimas IV, Suite 300

Austin, Texas 78746

(Address of principal executive offices, including zip code)

(512) 960-1010

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

UPLD

The Nasdaq Global Market

Preferred Stock Purchase Rights

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On March 9, 2026, upon the completion of a comprehensive selection process, the Audit Committee of the Board of Directors of Upland Software, Inc. (the “Company”) approved (1) the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, effective immediately, and (2) the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and related interim periods, subject to the completion of KPMG’s customary client acceptance procedures and the execution of an engagement letter. The Company informed EY of their dismissal on March 10, 2026.

The reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2025 and 2024, and in the subsequent interim period through March 10, 2026, there were no disagreements between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their report.

The Company has requested EY to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter dated March 13, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2025 and 2024 and during the subsequent interim period through March 10, 2026, neither the Company nor anyone acting on its behalf consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.
Exhibit No.						Description
16.1						Letter from Ernst & Young LLP dated March 13, 2026
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			UPLAND SOFTWARE, INC.

By:			/s/ Michael D. Hill
			Michael D. Hill Chief Financial Officer
Date: March 13, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditors did Upland Software (UPLD) disclose?

Upland Software’s audit committee dismissed Ernst & Young LLP and approved KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to KPMG’s completion of customary client acceptance procedures and execution of an engagement letter.

Did Ernst & Young issue any adverse opinions on Upland Software (UPLD)?

Ernst & Young’s reports on Upland Software’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

Were there any disagreements between Upland Software (UPLD) and Ernst & Young?

Upland Software reports no disagreements with Ernst & Young on accounting principles, financial statement disclosure, or auditing scope or procedures during 2024, 2025, and through March 10, 2026 that would have required reference in EY’s reports, indicating a cooperative relationship despite the change in auditor.

Did Upland Software (UPLD) consult KPMG before appointing them auditor?

Upland Software states that neither it nor anyone acting on its behalf consulted KPMG on applying accounting principles to specific transactions or on the type of audit opinion, nor on any matters involving disagreements or reportable events, during 2024, 2025, or through March 10, 2026.

Who signed Upland Software’s (UPLD) report about the auditor change?

The report describing Upland Software’s change in independent registered public accounting firm was signed on behalf of the company by Michael D. Hill, its Chief Financial Officer, dated March 13, 2026, under the requirements of the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

5 documents