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  4. [8-K] UPWORK, INC Reports Material Event

Upwork (NASDAQ: UPWK) adds $150M revolving credit line with $50M accordion

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upwork Inc. entered into a new secured revolving credit facility with a syndicate of lenders led by Bank of America. The Credit Facility allows borrowings of up to $150.0 million, including a $10.0 million sublimit for standby letters of credit, with an option to increase total commitments by up to an additional $50.0 million. It matures on June 23, 2029 and is secured by substantially all assets of Upwork and its domestic subsidiaries.

Borrowings will bear interest at either Term SOFR plus a margin of 2.00%–2.50% or a Base Rate plus a margin of 1.00%–1.50%, depending on Upwork’s consolidated net leverage ratio. Proceeds may be used for working capital, general corporate purposes, repurchasing or repaying certain existing convertible debt, transaction fees and expenses, and potential acquisitions, in each case subject to the facility’s terms. The agreement includes customary financial covenants and events of default under which lenders may terminate the facility and accelerate repayment.

Positive

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Insights

Upwork adds a sizeable, flexible debt facility on standard terms.

Upwork secured a revolving credit facility of up to $150.0 million, with an option to add up to another $50.0 million. This gives the company committed access to liquidity for working capital, refinancing certain convertible debt, and potential acquisitions.

Interest is tied to either Term SOFR or a Base Rate plus margins linked to a consolidated net leverage ratio. This structure encourages maintaining leverage within specified bounds while keeping pricing in a market-based range. The facility is secured by substantially all domestic assets and includes typical restrictive and financial covenants.

Because the facility is undrawn in the excerpt, its eventual impact depends on future borrowing levels and covenant headroom. Investors can revisit future filings to see how much of the capacity is used, how leverage metrics evolve, and whether any amendments or covenant waivers arise before the June 23, 2029 maturity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit capacity $150.0 million Maximum principal amount under secured revolving Credit Facility
Letter of credit sublimit $10.0 million Portion of facility available for standby letters of credit
Accordion feature $50.0 million Optional increase through additional revolver or term loans
Maturity date June 23, 2029 Scheduled maturity of the Credit Facility
SOFR margin range 2.00%–2.50% Spread over Term SOFR based on net leverage ratio
Base Rate margin range 1.00%–1.50% Spread over Base Rate based on net leverage ratio
Credit Facility financial
"entered into a Credit Agreement, or the Credit Facility, with the lenders"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
Term SOFR financial
"interest at a rate per annum of either, at the Company’s election, (i) Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Base Rate financial
"or (ii) the Base Rate (as defined in the Credit Facility), plus a margin"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
Consolidated Net Leverage Ratio financial
"margin depending on the Company’s Consolidated Net Leverage Ratio (as defined"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
consolidated fixed charge coverage ratio financial
"financial covenants to maintain a certain consolidated net leverage ratio and a consolidated fixed charge coverage ratio"

FAQ

What new credit facility did Upwork (UPWK) enter into?
Upwork entered a secured revolving credit facility providing up to $150.0 million in borrowing capacity. The agreement is with lenders led by Bank of America and is secured by substantially all assets of Upwork and its domestic subsidiaries.

How large is Upwork’s new revolving credit line and can it be increased?
The Credit Facility provides a revolving loan of up to $150.0 million, including a $10.0 million standby letter-of-credit sublimit. It also includes an option to increase total commitments by up to an additional $50.0 million, through more revolver capacity or new term loans.

What will Upwork (UPWK) use the new Credit Facility for?
Proceeds from the Credit Facility may fund working capital, other general corporate purposes, repurchase or repayment of certain existing convertible debt, transaction-related fees and expenses, and potential acquisitions, all subject to the terms and covenants in the agreement.

When does Upwork’s new Credit Facility mature and how is it secured?
The Credit Facility is scheduled to mature on June 23, 2029. Upwork’s obligations are secured by substantially all assets of the company and its domestic subsidiaries, providing lenders collateral support for any borrowings outstanding under the agreement.

What interest rates apply under Upwork’s new Credit Facility?
Borrowings will bear interest at either Term SOFR plus 2.00%–2.50% or the Base Rate plus 1.00%–1.50%. The applicable margin depends on Upwork’s consolidated net leverage ratio, meaning pricing adjusts with changes in the company’s leverage profile.

What financial covenants and default provisions are in Upwork’s Credit Facility?
The agreement includes covenants to maintain a consolidated net leverage ratio and a consolidated fixed charge coverage ratio, plus restrictions on liens, debt, restricted payments, mergers, and asset sales. Standard events of default allow lenders to stop lending and accelerate repayment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001627475FALSE00016274752025-08-062025-08-0600016274752025-11-032025-11-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2026
_______________________________________________________

UPWORK INC.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________
Delaware
001-38678
46-4337682
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
530 Lytton Avenue, Suite 301
Palo Alto,
 California
94301
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 316-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________
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 Instructions 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, $0.0001 par value per share
UPWK
The Nasdaq Stock Market LLC
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 1.01 Entry into a Material Definitive Agreement.

On June 23, 2026, Upwork Inc., or the Company, and the Company’s domestic subsidiaries entered into a Credit Agreement, or the Credit Facility, with the lenders party thereto and Bank of America, N.A., as administrative agent, L/C issuer, and swingline lender, and BofA Securities, Inc. and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners. The Credit Facility provides for a secured revolving loan, available in an amount up to $150.0 million, which includes a $10.0 million sublimit for the issuance of standby letters of credit. The Credit Facility also includes an option to increase the amount of the Credit Facility, through either an increase to the revolving loan or the incurrence of new term loans, up to an additional $50.0 million. The proceeds of the Credit Facility may be used to fund the Company’s working capital and other general corporate purposes, repurchase or repay certain existing convertible indebtedness of the Company, pay fees and expenses in connection with the transaction and fund potential acquisitions, subject to the terms of the Credit Facility. The Credit Facility is scheduled to mature on June 23, 2029.

The obligations under the Credit Facility are secured by substantially all assets of the Company and the Company’s domestic subsidiaries.

Borrowings under the Credit Facility will bear interest at a rate per annum of either, at the Company’s election, (i) Term SOFR (as defined in the Credit Facility) plus a margin ranging from 2.00% to 2.50% or (ii) the Base Rate (as defined in the Credit Facility), plus a margin of 1.00% to 1.50%, in either case, with the applicable margin depending on the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Facility). The Company is also obligated to pay other customary facility fees for a credit facility of this size and type.

The Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets and financial covenants to maintain a certain consolidated net leverage ratio and a consolidated fixed charge coverage ratio. Upon the occurrence of an event of default under the Credit Facility, the lender may cease making loans, terminate the Credit Facility, and declare all amounts outstanding to be immediately due and payable. The Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults.

The foregoing description of the Credit Facility is subject to, and qualified in its entirety by, the full text of the Credit Facility, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
10.1
Credit Agreement, dated as of June 23, 2026, among the Company, Bank of America, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC, and the lenders thereunder
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document










SIGNATURES
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.
UPWORK INC.
Date:  June 23, 2026
By:/s/Jacob McQuown
Jacob McQuown
Chief Legal Officer & Secretary


Source: View Original Filing on SEC EDGAR

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