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.
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.
Upwork, Inc. Chief Financial Officer Erica Gessert reported routine equity compensation activity involving restricted stock units and common stock. On March 18, 2026, she exercised restricted stock units covering 8,433 and 9,699 shares, receiving the same number of common shares at a conversion price of $0.00 per share.
On the same date, 9,278 shares of common stock were sold at a weighted average price of $12.312 per share, pursuant to a mandatory “sell to cover” arrangement to satisfy tax withholding obligations, as required under Upwork’s equity incentive plans. Following these transactions, Gessert directly held 307,240 shares of common stock. The restricted stock units vest in equal quarterly installments over four years beginning on June 18, 2024 and June 18, 2025, subject to her continued employment.
UPWORK, INC President & CEO Hayden Brown reported routine equity compensation activity. On March 18, 2026, Brown exercised restricted stock units that converted into a total of 46,410 shares of common stock at an exercise price of $0.00 per share.
To cover tax withholding obligations from these RSU vestings, 23,745 shares of common stock were sold in a mandated “sell to cover” transaction at a weighted average price of $12.3118 per share, which the footnotes state was not a discretionary trade. Following these transactions, Brown directly owned 798,732 shares of Upwork common stock. The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024 and June 18, 2025, subject to continued employment.