Upwork okays $300M share repurchase plan

Upwork Inc. disclosed that its board of directors has authorized a new share repurchase program allowing the company to buy back up to $300 million of its outstanding common stock.

Accepted by SEC EDGAR 02/18/2026 - 07:11 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Upwork Inc. disclosed that its board of directors has authorized a new share repurchase program allowing the company to buy back up to $300 million of its outstanding common stock. Repurchases may occur over time in open-market trades, privately negotiated deals, accelerated share repurchase programs, or other methods permitted by law.

The authorization has no expiration date and will remain in place until it is suspended, terminated, or modified. Upwork is not required to repurchase any specific amount of stock, and any actual buybacks will depend on market conditions, business needs, and other considerations.

Insights

Equity Capital Markets Analyst

Upwork gains flexible authority to repurchase up to $300 million of stock.

Upwork Inc. has board approval to repurchase up to $300 million of its common shares under a new 2026 Share Repurchase Authorization. The program permits multiple execution methods, including open-market purchases, privately negotiated transactions, and accelerated share repurchase structures.

The authorization has no expiration date and may be adjusted or ended at any time, so its real impact depends on how much the company ultimately chooses to deploy. The disclosure notes that timing and size of any buybacks will reflect market and business conditions and other factors.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

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

Upwork announced that its board authorized a 2026 Share Repurchase Authorization to buy back up to $300 million of its outstanding common stock. The program provides flexibility in how and when shares may be repurchased, subject to market and business conditions.

How large is Upwork’s new share repurchase authorization?

The new authorization permits Upwork to repurchase up to $300 million of its outstanding common stock. This figure is a maximum limit, and the company is not obligated to use the full amount or repurchase any particular number of shares.

Does Upwork’s 2026 Share Repurchase Authorization have an expiration date?

The 2026 Share Repurchase Authorization has no expiration date. It will remain in effect until Upwork’s board decides to suspend, terminate, or modify it, allowing ongoing flexibility in managing potential future share repurchases over time.

Is Upwork required to repurchase shares under this authorization?

Upwork is not required to repurchase any specific dollar amount or number of shares under the 2026 authorization. Actual repurchases, if any, will depend on market and business conditions and other considerations determined by the company over time.

What methods can Upwork use to repurchase its shares?

Upwork may repurchase shares on the open market, in privately negotiated transactions, through an accelerated share repurchase program, or by other methods. The company may also use trading plans designed to qualify under Rule 10b5-1 of the Exchange Act.

What factors will influence Upwork’s decision to buy back shares?

The filing states that the timing and amount of any share repurchases will depend on market and business conditions and other considerations. This means Upwork will weigh its operating environment and internal priorities before deciding whether and when to execute buybacks.

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

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0001627475FALSE00016274752025-02-122025-02-12

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): February 18, 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 8.01 Other Events.

On February 18, 2026, Upwork Inc., or the Company, announced that its board of directors authorized a share repurchase program for the repurchase of up to $300 million of shares of the Company’s outstanding common stock, which is referred to as the 2026 Share Repurchase Authorization.

Repurchases of the Company’s common stock under the 2026 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), in privately negotiated transactions, pursuant to an accelerated share repurchase program, or by other methods, at the Company’s discretion, and in accordance with applicable securities laws and other restrictions. The 2026 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The 2026 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.

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: February 18, 2026						By:			/s/ Jacob McQuown
									Jacob McQuown Chief Legal Officer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB