Welcome to our dedicated page for Upwork SEC filings (Ticker: UPWK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Upwork Inc. filings document regulatory disclosures for an operating company whose marketplace connects businesses with AI-enabled talent and contingent work services. Form 8-K reports furnish quarterly and annual financial results, conference-call materials, GAAP and non-GAAP reconciliations, and Regulation FD disclosures tied to business and financial performance.
The filing record also covers governance and capital-structure matters, including definitive proxy disclosures on executive compensation, equity awards and pay-versus-performance data; officer appointments and departures under Item 5.02; and board-authorized common-stock repurchase programs disclosed in material-event reports.
Upwork Inc. reported Q1 2026 results showing modest growth in its core marketplace business while remaining solidly profitable. Revenue was $195.5 million, up 1% year over year, as Marketplace revenue rose 3% to $170.7 million and Enterprise revenue declined 6% to $24.8 million.
Net income was $31.5 million, down from $37.7 million a year earlier, as higher cost of revenue and operating expenses offset revenue gains. Marketplace take rate increased to 19.4%, reflecting growing contributions from ads and monetization products, while Gross Services Volume was essentially flat at $987.1 million.
Upwork ended the quarter with $535.9 million in cash, cash equivalents, restricted cash, and funds held in escrow, and $361.0 million of convertible senior notes outstanding. The company also repurchased 8.1 million shares for $107.9 million and later approved a restructuring plan that will reduce its workforce by about 24% and is expected to result in $16.0 million to $23.0 million of pre-tax restructuring charges over the next few quarters.
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.
Vanguard Capital Management reports beneficial ownership of 6,597,364 shares of Upwork Inc common stock, representing 5.06% of the class. The filing shows sole dispositive power over 6,597,364 shares and sole voting power for 984,666 shares. The report is signed on 04/30/2026 and names Vanguard Capital Management as the filer.
Upwork Inc reports a 13G filing showing Vanguard Portfolio Management beneficially owns 7,881,301 shares of Common Stock. The filing states this equals 6.04% of the class as of 03/31/2026. Vanguard reports 106,953 shares with sole voting power and 7,881,301 shares with sole dispositive power. The filing includes a standard affiliate disclosure describing holdings across Vanguard-managed funds.
Upwork Inc. is asking stockholders to vote at its 2026 virtual annual meeting on June 4, 2026. Investors will elect three Class II directors (Claire Bramley, David Lissy, Gary Steele), ratify PricewaterhouseCoopers as auditor, approve executive pay on an advisory basis, and choose an annual say‑on‑pay frequency, all with board support.
In 2025, Upwork delivered record revenue of $787.8 million, net income of $115.4 million (15% profit margin), and record adjusted EBITDA of $225.6 million (29% margin). Cash provided by operating activities reached $248 million and free cash flow was $223 million, while the company repurchased and retired $136.0 million of common stock. Gross services volume returned to growth, rising 1% year over year, and GSV per active client hit an all‑time high of $5,129.
Strategically, Upwork advanced its AI‑enabled marketplace, scaled its SMB‑focused Business Plus offering, and launched Lifted, a subsidiary serving complex enterprise contingent workforce needs, supported by acquisitions of Bubty B.V. and Ascen Inc. Executive compensation is structured around base salary, annual bonuses tied mainly to adjusted EBITDA and revenue, and long‑term incentives using performance stock units based on adjusted EBITDA margin and relative total stockholder return plus service‑based RSUs. Governance features include a majority‑independent board with an independent chair, proxy access, majority voting in uncontested director elections, stock ownership guidelines, clawback and anti‑corruption policies, and dedicated board oversight of cybersecurity, AI‑related risks, and sustainability and impact priorities.
Kappus Anthony Ray reported acquisition or exercise transactions in this Form 4 filing.
Upwork, Inc. executive Anthony Ray Kappus, GM & Chief Operating Officer, received a compensation grant of 22,603 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Upwork common stock.
The RSUs vest in equal quarterly installments over four years beginning on July 18, 2026, as long as Kappus remains employed with Upwork on each vesting date. Following this grant, his reported direct holdings of RSUs total 22,603 units.
Upwork, Inc. executive Anthony Ray Kappus, GM & Chief Operating Officer, filed an initial ownership report showing holdings of restricted stock units (RSUs) tied to the company’s common stock. One RSU grant covers 81,833 underlying shares, the other 459,442, both vesting in scheduled quarterly installments starting in 2026.
Upwork Inc ownership disclosure: The Vanguard Group filed an amendment reporting 0 shares beneficially owned and 0% of Upwork Inc common stock following an internal realignment. The amendment states certain Vanguard subsidiaries will report ownership separately in reliance on SEC Release No. 34-39538, effective after the realignment on January 12, 2026.
The filing is signed by Vanguard's Head of Global Fund Administration on 03/27/2026 and specifies that Vanguard no longer is deemed to beneficially own securities held by those subsidiaries.
Upwork, Inc. Chief Accounting Officer Sabrina Mekhalfa reported routine equity compensation activity. She exercised restricted stock units into 3,577 shares of common stock, then sold 1,482 shares at a weighted average price of $12.3121 per share to cover tax withholding obligations under a mandatory “sell to cover” arrangement, which the company’s plan requires and is not a discretionary trade. Following these transactions, she holds 2,095 shares of common stock directly and 39,352 restricted stock units that vest in equal quarterly installments over three years beginning on March 18, 2026, subject to continued employment.