[8-K] Upwork Inc. Reports Material Event

Rhea-AI Filing Summary

Upwork Inc. furnished a press release reporting a 2025 Share Repurchase Authorization, with the release attached as Exhibit 99.1 to this Form 8-K. The filing states the information in Item 7.01 and Exhibit 99.1 is being furnished (not "filed") for purposes of the Exchange Act, limiting incorporation and Section 18 liabilities. A date of September 3, 2025 appears in the filing.

Positive

• Company announced a 2025 Share Repurchase Authorization, indicating intent to return capital to shareholders
• Press release attached as Exhibit 99.1, providing a direct source for further details

Negative

• Filing furnishes the press release rather than filing it, which limits Section 18 liability and formal incorporation
• No amount, timeline, or funding details disclosed, preventing assessment of the repurchase's materiality

Insights

Corporate Finance Strategist

Share buyback authorization signals capital-return intent, but key terms are missing.

The company announced a 2025 Share Repurchase Authorization via a furnished press release, indicating management intends to allocate capital toward repurchases. Share repurchase programs typically reduce share count and can support per-share metrics if executed.

Because the filing does not disclose the authorization size, timing, or funding source, the program's likely scale and near-term impact on earnings per share cannot be assessed. Watch the attached Exhibit 99.1 for concrete figures and implementation timeline.

Corporate Governance Analyst

Presentation as "furnished" lowers legal risk but still notifies investors of board-level action.

Noting that the press release is furnished rather than filed is a standard disclosure choice that limits Section 18 liability and prevents automatic incorporation into future filings. The announcement still communicates a material corporate action taken or authorized by management/board.

Investors seeking enforceable terms or board resolutions should consult the attached Exhibit 99.1 and subsequent filings for formal authorizations, or look for updates that specify limits, expiration, and any repurchase plan details in the coming quarters.

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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): September 3, 2025

_______________________________________________________

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 7.01 Regulation FD Disclosure.

On September 3, 2025, Upwork Inc., or the Company, announced that its board of directors authorized a share repurchase program for the repurchase of up to $100 million of shares of the Company’s outstanding common stock, which is referred to as the 2025 Share Repurchase Authorization. Repurchases of the Company’s common stock under the 2025 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act of 1934, as amended, or the Exchange Act), in privately negotiated transactions, or by other methods, at the Company’s discretion, and in accordance with applicable securities laws and other restrictions. The 2025 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The 2025 Share Repurchase Authorization does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions and other considerations.

A copy of the press release announcing the 2025 Share Repurchase Authorization is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated September 3, 2025
104						Cover Page Interactive Data File (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:  September 3, 2025						By:			/s/ Erica Gessert
									Erica Gessert Chief Financial Officer

FAQ

What did Upwork (UPWK) disclose in this Form 8-K?

Upwork furnished a press release announcing a 2025 Share Repurchase Authorization, attached as Exhibit 99.1.

When was the 8-K dated for Upwork's announcement?

The filing shows a date of September 3, 2025.

Does the 8-K state the size or timing of the repurchase program?

No. The filing does not disclose any authorization amount, timing, or funding source; those details may be in Exhibit 99.1.

What does it mean that the press release was "furnished" and not "filed"?

Being furnished means the release is provided to investors but is not "filed" under the Exchange Act and is not subject to Section 18 liabilities or automatic incorporation into other filings.

Where can investors find the full terms of the repurchase authorization?

Investors should review Exhibit 99.1 attached to the Form 8-K for the press release text and any specific terms disclosed.