Every 8-K that Upwork Inc. (UPWK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UPWK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPWK filings page.
Upwork Inc. reported profitable but mixed results for the quarter ended June 30, 2026. Revenue was $191.7 million, down 2% year-over-year, while gross profit fell 3% and GSV declined 4% to $966.4 million. GAAP net income was $25.4 million, a 22% decrease, and operating cash flow and free cash flow dropped 35% and 45% respectively.
Profitability improved on a non-GAAP basis: adjusted EBITDA rose 12% to $64.1 million with margin expanding to 33%. GSV per active client reached a record $5,230, up 5%, even as active clients declined 4% to 763,000. AI-related activity was strong, with GSV from AI work up over 22% and AI Strategy & Consulting up over 50% year-over-year. The Business Plus SMB offering grew rapidly, with GSV up 174% and active clients up 219% year-over-year. Upwork repurchased $109.7 million of stock (8.3 million shares) in the first half and guided 2026 revenue to $730–$750 million, adjusted EBITDA to $225–$235 million, and non-GAAP diluted EPS to $1.38–$1.43.
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.
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.
Upwork Inc. reported results from its 2026 annual stockholder meeting and changes to its board. Leela Srinivasan did not stand for re-election and Anilu Vazquez-Ubarri resigned before the meeting, with her Class III seat reclassified as a Class II directorship.
Stockholders elected Claire Bramley, David Lissy and Gary Steele as Class II directors for terms expiring at the 2029 annual meeting. Bramley and Lissy were also appointed to the audit, risk and compliance committee. A quorum was present, with 105,739,271 shares, or about 86% of shares entitled to vote, represented.
Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026, approved on an advisory basis the compensation of named executive officers, and supported holding future say-on-pay votes every one year. The board decided to continue annual advisory votes until the next frequency vote, expected at the 2032 annual meeting.
Upwork Inc. reported first quarter 2026 results and announced a major restructuring that will reduce its workforce by approximately 24%. Revenue was $195.5 million, up 1% year-over-year, with GSV of $987.1 million roughly flat. GAAP net income was $31.5 million and GAAP diluted EPS was $0.24, both down from the prior year, while adjusted EBITDA rose 3% to $57.4 million and adjusted EBITDA margin held at 29%. Free cash flow was $12.9 million, down from $30.8 million. Upwork repurchased 8.1 million shares for $107.9 million and secured a commitment letter for a $150 million revolving credit facility. The restructuring is expected to be substantially complete in the fourth quarter of 2026 and generate $16 million to $23 million in pre-tax restructuring charges, mostly cash, recognized over the next two to three quarters. Upwork guided second quarter 2026 revenue to $187–$193 million and full-year 2026 revenue to $760–$790 million, with full-year adjusted EBITDA of $250–$260 million and non-GAAP diluted EPS of $1.50–$1.55.
Upwork Inc. reported that GM, Marketplace David T. Bottoms has agreed to resign, remaining with the company through April 3, 2026. A separation agreement signed on March 17, 2026 provides him, subject to a release of claims, a lump-sum payment equal to twelve months of base salary and reimbursement of COBRA health insurance premiums for up to twelve months or until he gains comparable coverage elsewhere or becomes ineligible.
His outstanding equity awards will continue to vest through his last day of employment. Effective April 4, 2026, GM & Chief Operating Officer Anthony Kappus will lead all marketplace-related teams except engineering, which will be led by Chief Technology Officer & Head of AI/ML Andrew Rabinovich, consolidating marketplace and technology leadership after Bottoms’s departure.
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.
Upwork Inc. reported record full-year 2025 revenue of $787.8 million, up 2%, with fourth-quarter revenue of $198.4 million, up 4% year over year. Full-year GAAP net income was $115.4 million, below 2024 mainly because the prior year included a large non-cash tax benefit, while 2025 adjusted EBITDA rose 35% to a record $225.6 million with a 29% margin.
Operating metrics were mixed: 2025 GSV inched up 1% to $4.03 billion and GSV per active client increased 7%, but active clients fell 6% to 785,000. Cash provided by operating activities jumped to $248.3 million, and free cash flow climbed to $223.1 million. The company repurchased $136 million of stock in 2025 and ended the year with strong cash and marketable securities.
Upwork highlighted rapid growth in AI-related work, with AI GSV surpassing $300 million annualized and certain AI categories growing 50–90% year over year. Management expects 2026 GSV growth of 4–6% and revenue growth of 6–8%, guiding to $835–$850 million of revenue, adjusted EBITDA of $240–$250 million, and non-GAAP diluted EPS of $1.43–$1.48. The company also adopted amended and restated bylaws to add a cure process for certain defects in director nomination notices.
Upwork Inc. has appointed Sabrina Mekhalfa, age 57, as its Chief Accounting Officer and principal accounting officer, effective December 15, 2025. She previously held senior accounting roles at Velocity Global Holdings (Pebl) and UserTesting Inc. and holds advanced finance and business degrees from Université Paris Dauphine-PSL and Baruch College.
Her compensation includes an initial annual base salary of $365,000, a target annual bonus equal to 50% of base salary, and a $175,000 cash sign-on bonus payable after 90 days of service, subject to repayment if she leaves within one year under specified circumstances. She will also receive an RSU award valued at $850,000, determined by the 30‑day average stock price, vesting quarterly over three years. A change in control and severance agreement provides lump-sum salary and bonus payments, accelerated vesting of unvested equity (other than performance-based awards), and continued medical benefit premiums if she is terminated without cause or resigns for good reason under defined timing conditions.
Upwork Inc. furnished an 8-K to announce its financial results for the quarter ended September 30, 2025. The company will host a conference call on November 3, 2025, and the full earnings press release is included as Exhibit 99.1.
The furnished materials are not deemed “filed” under Section 18 of the Exchange Act and are not incorporated by reference except as specifically stated. The release includes certain non-GAAP financial measures, with GAAP reconciliations provided in Exhibit 99.1. Upwork also notes it uses its investor website, blog, and select X/LinkedIn channels to share business and financial updates in line with Regulation FD.
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.
Upwork Inc. announced the appointment of Anthony Kappus as Chief Operating Officer, effective September 2, 2025. Mr. Kappus joins after 11 years at Redfin, where he served in roles including Chief of Digital Revenue and Chief Legal Officer.
His initial compensation includes an annual base salary of $500,000, a target annual bonus equal to 60% of base salary, and a restricted stock unit award equal to $7,250,000 divided by the 30-day average closing price prior to grant. The RSU vests 25% on September 18, 2026 and 6.25% on each quarterly anniversary thereafter. The Severance Agreement provides 12 months base salary and up to 12 months of continued medical premiums if terminated without cause, and in specified change-in-control windows adds a pro-rated bonus and 100% acceleration of then-unvested equity and cash awards (excluding performance-vested awards). The company disclosed no related-party arrangements and furnished a press release as Exhibit 99.1.