Upland Software Announces Pricing of Public Offering of its Common Stock

Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced the pricing of an underwritten public offering of 3,500,000 shares of common stock at a price to the public of $34.00 per share. The aggregate offering size, before deducting the underwriting discounts and commissions and other offering expenses, is expected to be $119,000,000. The offering is expected to close on or about August 14, 2020, subject to customary closing conditions. The underwriters for the offering will also have a 30-day option to purchase up to an additional 525,000 shares of common stock at the public offering price, less the underwriting discounts and commissions.

Upland intends to use the net proceeds of the offering to continue its acquisition strategy and for general corporate purposes.

Credit Suisse is acting as lead book-running manager for the offering. Jefferies, Canaccord Genuity and Needham & Company are acting as book-running managers. Craig-Hallum Capital Group, Raymond James, Roth Capital Partners, and William Blair are acting as co-managers for the offering.

A shelf registration statement relating to the shares of common stock offered in the public offering described above was filed with the Securities and Exchange Commission ("SEC") on August 10, 2020 and became effective immediately upon its filing. A preliminary prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement, when available, may be obtained from Credit Suisse Securities (USA) LLC; By mail: Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560; By phone: [phone]; By e-mail: [e-mail].

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Upland Software

Upland Software (Nasdaq: UPLD) is a leader in cloud-based tools for digital transformation. The Upland Cloud enables thousands of organizations to engage with customers on key digital channels, optimize sales team performance, manage projects and IT costs, and automate critical document workflows. As of the date of this release, Upland has more than 10,000 customers with over 1,000,000 users across a broad range of industries, including financial services, retail, technology, manufacturing, legal, education, consumer goods, media, telecommunications, government, non-profit, food and beverage, healthcare and life sciences. The Upland Cloud is backed by a 100% customer success commitment and the UplandOne platform, which puts customers at the center of everything Upland does. To learn more, visit www.uplandsoftware.com.