Upland Software, Inc. 8-K

What Happened

• Upland Software, Inc. announced on March 9, 2026 that its Audit Committee approved the dismissal of Ernst & Young LLP (EY) as the company’s independent registered public accounting firm and the appointment of KPMG LLP (KPMG) as its new independent auditor for the fiscal year ending December 31, 2026, subject to KPMG’s client acceptance procedures and execution of an engagement letter. The company informed EY of the dismissal on March 10, 2026. EY’s audit reports for the fiscal years ended December 31, 2025 and 2024 were unmodified and contained no adverse opinions.

Key Details

• Audit committee action approved March 9, 2026; EY notified March 10, 2026.
• EY’s reports for fiscal years 2025 and 2024 were clean (no qualifications, adverse opinions, or disclaimers).
• No disagreements with EY on accounting, disclosure, or audit scope for 2024, 2025 or through March 10, 2026; EY provided a letter dated March 13, 2026 (filed as Exhibit 16.1).
• KPMG has not been consulted by the company on accounting or auditing matters for 2024, 2025 or the interim period through March 10, 2026.

Why It Matters

• A change of independent auditor is a notable governance event for investors because it affects who will audit the company’s financial statements going forward. In this case, the transition appears orderly: EY’s recent reports were unmodified and there were no reported disagreements, and KPMG’s appointment is subject to standard acceptance steps. Investors should watch for the formal engagement of KPMG and any disclosures in future filings about the transition or audit-related matters.