Upwork Inc. filings document regulatory disclosures for an operating company whose marketplace connects businesses with AI-enabled talent and contingent work services. Form 8-K reports furnish quarterly and annual financial results, conference-call materials, GAAP and non-GAAP reconciliations, and Regulation FD disclosures tied to business and financial performance.
The filing record also covers governance and capital-structure matters, including definitive proxy disclosures on executive compensation, equity awards and pay-versus-performance data; officer appointments and departures under Item 5.02; and board-authorized common-stock repurchase programs disclosed in material-event reports.
Upwork Inc. reported third-quarter revenue of $185.6 million, versus $201.7 million a year earlier; net income was $31.8 million versus $29.3 million, and adjusted EBITDA was $63.8 million versus $59.6 million. Gross Services Volume declined 10% to $914.1 million and active clients declined 10% to 717,000, while Marketplace take rate rose to 20.0% from 18.9%.
For the first nine months, revenue was $572.7 million versus $589.4 million and net income was $88.7 million versus $99.8 million; adjusted EBITDA was $185.3 million versus $172.7 million. Upwork attributed lower GSV and active clients to challenges in new-client acquisition and retention, citing AI-related changes in freelance categories, search-engine changes affecting organic acquisition and macroeconomic uncertainty. Its 2026 restructuring had reduced the workforce by approximately 20% as of September 30 and generated $18.1 million in charges; additional reductions were expected to be substantially complete by December 31, 2026.
After quarter-end, Lifted acquired 100% of Germany-based WorkMotion Software GmbH for approximately $129.7 million in cash. Upwork repaid $361.0 million of convertible notes at maturity in August. During the first nine months, it repurchased 8.3 million shares for $109.7 million, including fees and excluding excise tax; $254.3 million remained available under its 2026 repurchase authorization as of September 30.
Upwork Inc. reported third-quarter 2026 revenue of $185.6 million and GAAP net income of $31.8 million. Revenue compared with $201.7 million a year earlier; net income rose 8%. Adjusted EBITDA was $63.8 million, up 7%, with an adjusted EBITDA margin of 34.4%. Cash provided by operating activities was $65.9 million, versus $75.1 million a year earlier, and free cash flow was $53.9 million versus $69.4 million. GSV was $914.1 million, and active clients totaled 717,000.
Upwork said Lifted acquired WorkMotion, which will directly employ contingent talent in more than 30 countries; the acquisition is expected to strengthen the Enterprise offering and reduce third-party employer-of-record dependency. Erica Gessert will step down as CFO effective January 1, 2027, then advise through March 31, 2027. Peter Sanborn was appointed CFO effective January 1, 2027, succeeding Gessert; compensation terms for the appointment and advisory role have not yet been determined. Q4 2026 revenue guidance is $169 million to $177 million and adjusted EBITDA guidance is $51 million to $55 million; full-year revenue guidance is $742 million to $750 million and adjusted EBITDA guidance is $236 million to $240 million.
Upwork Inc. common stock is the subject of an amended beneficial-ownership report from Vanguard Capital Management, which reported 6,164,469 shares, or 4.93% of the class, as of September 30, 2026. Vanguard reported sole voting power over 943,322 shares and sole dispositive power over 6,164,469 shares, with no shared voting or dispositive power.
Vanguard stated that it, investment companies and other managed accounts have the right to receive or direct dividends or sale proceeds from the reported securities. No other person's interest in those securities was more than 5%.
Upwork, Inc. GM & Chief Operating Officer Anthony Ray Kappus converted 1,413 restricted stock units into 1,413 common shares on October 18, 2026; his reported remaining RSU position was 19,778. On October 19, he sold 559 common shares at a weighted average of $8.4293 per share, in transactions ranging from $8.36 to $8.4950, to cover tax withholding. Upwork’s equity-plan election mandated the sell-to-cover transaction, which was not discretionary; no Rule 10b5-1 plan is reported.
Upwork, Inc. officer Anthony Kappus reported a proposed sale of 559 shares of common stock, with an aggregate market value of $4,712.03 and an approximate sale date of October 19, 2026. Morgan Stanley Smith Barney LLC is listed as the broker and NASDAQ as the exchange. The shares are identified as restricted stock acquired from the issuer on October 18, 2026. Earlier sales listed were 45,732 shares on September 18, 1,964 shares on August 18, and 558 shares on July 20, 2026. Anthony Ray Kappus is named as signatory.
UPWORK, INC (UPWK) reported that Chief Accounting Officer Sabrina Mekhalfa exercised 3,578 Restricted Stock Units on September 18, 2026, receiving the same number of common shares. Of these, 1,299 shares were sold in a mandated sell to cover transaction to satisfy tax withholding obligations, and 32,197 RSUs remained outstanding after the transaction.
UPWORK, INC (UPWK) reported that GM & Chief Operating Officer Anthony Ray Kappus had restricted stock units vest and convert into common stock on September 18, 2026. 114,860 RSUs converted into the same number of common shares, and a portion of those shares was sold to cover tax withholding obligations under the company’s mandated “sell to cover” policy, rather than as a discretionary trade. After this vesting event, Kappus held 344,582 RSUs directly.
UPWORK, INC (UPWK) Chief Financial Officer Erica Gessert reported routine equity compensation activity on September 18, 2026. Two tranches of restricted stock units totaling 18,133 RSUs vested and were converted into an equal number of common shares. Of these, 9,336 shares of common stock were sold at a weighted average price of $8.4508 per share to cover tax withholding obligations under the company’s equity incentive plans, as a mandatory “sell to cover” transaction rather than a discretionary trade. The RSUs vest in equal quarterly installments over four years beginning June 18, 2024 and June 18, 2025, subject to continued employment, and no Rule 10b5-1 trading plan is reported.
UPWORK, INC (UPWK) reported that President & CEO Hayden Brown had restricted stock units convert into 17,733 and 28,677 shares of common stock on September 18, 2026, as part of scheduled vesting. To cover tax withholding from these RSU vestings, 23,893 shares were automatically sold in a mandated “sell to cover” transaction at a weighted average price of $8.4509 per share, with no Rule 10b5-1 trading plan reported.
UPWORK, INC (UPWK) was notified that officer Erica Allen Gessert intends to sell 9,336 shares of its common stock under Rule 144 through Morgan Stanley Smith Barney LLC, with a stated approximate aggregate market value of $78,897.60 as of September 18, 2026 on NASDAQ.
The shares to be sold are described as restricted stock held by the issuer’s officer, and the notice also reports that Gessert sold 22,844 shares of common stock during the prior three months for an aggregate sale price of $192,476.69.