Upwork CEO takes interim finance role during CFO leave

Upwork Inc. reports that, effective July 14, 2026, its chief financial officer and principal financial officer, Erica Gessert, has taken a temporary medical leave.

Rhea-AI Filing Summary

Upwork Inc. reports that, effective July 14, 2026, its chief financial officer and principal financial officer, Erica Gessert, has taken a temporary medical leave. The company currently anticipates that she will return to her role during the fourth quarter of 2026.

During this leave, President and Chief Executive Officer Hayden Brown will serve as interim principal financial officer. The company states there is no arrangement or understanding under which she was selected, no relevant family relationships or related-party interests, and she will receive no additional compensation or changes to existing plans for assuming the interim role.

Positive

• None.

Negative

• Upwork’s chief financial officer and principal financial officer, Erica Gessert, is on temporary medical leave effective July 14, 2026, with the role covered on an interim basis.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective date of medical leave: July 14, 2026 Anticipated return period: fourth quarter of 2026 Filing signature date: July 16, 2026 +1 more

4 metrics

Effective date of medical leave July 14, 2026 Date Erica Gessert began temporary medical leave as chief financial officer and principal financial officer

Anticipated return period fourth quarter of 2026 Period during which the company expects Erica Gessert to return to her role

Filing signature date July 16, 2026 Date the report was signed on behalf of Upwork Inc. by the Chief Legal Officer & Secretary

Trading symbol UPWK Ticker for Upwork Inc.’s common stock on The Nasdaq Stock Market LLC

Key Terms

principal financial officer, definitive proxy statement, Schedule 14A, Item 404(a) of Regulation S-K, +1 more

5 terms

principal financial officer financial

"will assume the role of the Company’s interim principal financial officer"

The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.

definitive proxy statement regulatory

"Biographical information for Ms. Brown may be found in the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Schedule 14A regulatory

"definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Item 404(a) of Regulation S-K regulatory

"material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in leadership did Upwork (UPWK) disclose on July 14, 2026?

Upwork disclosed that its chief financial officer and principal financial officer, Erica Gessert, began a temporary medical leave effective July 14, 2026. During her absence, President and CEO Hayden Brown will serve as interim principal financial officer.

When does Upwork (UPWK) expect CFO Erica Gessert to return from medical leave?

Upwork currently anticipates that CFO and principal financial officer Erica Gessert will return to her role during the fourth quarter of 2026. This timing is described as an expectation and relates specifically to resuming her existing position.

Who is serving as interim principal financial officer at Upwork (UPWK)?

Hayden Brown, Upwork’s President and Chief Executive Officer, is serving as interim principal financial officer during Erica Gessert’s temporary medical leave. Brown retains the CEO role while assuming these additional financial reporting responsibilities on an interim basis.

Will Hayden Brown receive additional compensation for the interim finance role at Upwork (UPWK)?

No. Upwork states that Hayden Brown will not receive any additional compensation for serving as interim principal financial officer, and no changes were made to any plans or arrangements in which she participates due to this appointment.

Did Upwork (UPWK) report any related-party interests in connection with Hayden Brown’s interim appointment?

Upwork reports no arrangement or understanding under which Hayden Brown was selected, no relevant family relationships, and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Where can investors find Hayden Brown’s biographical information for Upwork (UPWK)?

Investors can find Hayden Brown’s biographical information in Upwork’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026, which includes background on the company’s directors and executive officers.

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

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Accepted by SEC EDGAR 07/16/2026 - 04:22 PM Learn about SEC filing dates

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): July 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 14, 2026, Upwork Inc.’s, or the Company’s, Chief Financial Officer and principal financial officer, Erica Gessert, will take a temporary medical leave. The Company currently anticipates that Ms. Gessert will return to her role during the fourth quarter of 2026.

During Ms. Gessert’s leave, Hayden Brown, the Company’s President and Chief Executive Officer, will assume the role of the Company’s interim principal financial officer.

Biographical information for Ms. Brown may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026. There is no arrangement or understanding between Ms. Brown and any other persons pursuant to which Ms. Brown was selected as interim principal financial officer, no family relationships among any of the Company’s directors or executive officers and Ms. Brown, and Ms. Brown does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Brown will not receive any additional compensation for assuming the role of interim principal financial officer, and no changes have been made to any plans or arrangements in which Ms. Brown participates as a result of this appointment.

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:  July 16, 2026						By:			/s/Jacob McQuown
									Jacob McQuown Chief Legal Officer & Secretary

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