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. 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.
T. Rowe Price Associates, Inc. filed an amended Schedule 13G reporting beneficial ownership of 19,232,958 shares of Upwork Inc. common stock, representing 14.7% of the class as of 12/31/2025. It reports sole voting power over 18,800,343 shares and sole dispositive power over 19,231,377 shares, with no shared voting or dispositive power. The firm certifies the shares were acquired and are held in the ordinary course of business, not to change or influence control of Upwork. It also states the filing should not be construed as an admission that T. Rowe Price Associates is the beneficial owner of these securities, and such beneficial ownership is expressly denied.
Upwork Inc. files its annual report describing an AI-enabled global work marketplace and its new enterprise subsidiary, Lifted. The company connects businesses with independent talent in over 180 countries and enabled $4.0 billion of Gross Services Volume in 2025 across more than 10,000 skills.
Upwork reports a hybrid workforce of approximately 630 employees and about 1,600 independent team members engaged through its own platforms during 2025. As of June 30, 2025, non-affiliate common stock had an aggregate market value of $1,657,936,950, and as of January 30, 2026 there were 130,380,213 common shares outstanding.
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.
LSV Asset Management has filed a Schedule 13G reporting beneficial ownership of 6,537,275 shares of Upwork, Inc. Class A common stock, representing 5.0% of the class as of the event date. LSV has sole voting power over 4,546,011 shares and sole dispositive power over all 6,537,275 shares. The filing states the securities are held in the ordinary course of business, not to change or influence control of Upwork, and that LSV’s clients, including funds and managed accounts, have the right to receive dividends or sale proceeds on these securities.
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. (UPWK) disclosed that its President & CEO, who is also a director, reported selling 60,000 shares of common stock on 11/21/2025. The shares were sold at a weighted average price of $18.2019 per share, with individual trade prices ranging from $18.08 to $18.22. After this transaction, the reporting person beneficially owns 1,047,894 shares of Upwork common stock, held directly. The filer has committed to provide detailed trade breakdowns upon written request to the company, its shareholders, or the SEC staff.
Upwork Inc. director reports stock sale in a Form 4 filing. On 11/21/2025, the reporting person, a director of Upwork, Inc. (UPWK), sold 12,500 shares of common stock in an open-market transaction. The weighted average sale price was $17.5079 per share, with individual trades executed between $17.40 and $17.62 per share. Following this sale, the director beneficially owns 85,129 shares of Upwork common stock held directly.
Upwork Inc. (UPWK) President & CEO reported multiple equity transactions on 11/18/2025 tied to restricted stock units (RSUs). Several RSU awards vested and were converted into common stock, including 9,589, 7,610, 14,850, and 18,333 shares, all at an exercise price of $0.00 per share. Following these transactions, the reporting person directly owned 1,107,894 shares of common stock and held additional RSUs covering 9,589, 7,611, 74,250, and 91,667 shares.
To cover tax withholding obligations from the RSU vesting, the CEO sold 12,114 shares at a weighted average price of $16.1385 and 12,732 shares at a weighted average price of $17.2405. The filing states these sales were mandated "sell to cover" transactions under Upwork’s equity incentive plans and do not represent discretionary trades by the executive. The RSUs vest over time based on continued employment, with various schedules beginning on February 18, 2023, May 18, 2022, February 18, 2024, and May 18, 2023.
Upwork Inc. (UPWK) filed a Form 4 reporting equity transactions by its Chief Financial Officer. On 11/18/2025, 37,500 restricted stock units (RSUs) vested and were converted into the same number of common shares. These RSUs were part of an award that began vesting 25% on May 18, 2024, with additional vesting in equal quarterly installments.
To cover tax withholding obligations from this vesting, the CFO had 9,059 shares sold at a weighted average price of $16.1382 per share and 9,434 shares sold at a weighted average price of $17.2402 per share under a mandated “sell to cover” arrangement, which the filing states was not a discretionary trade. Following these transactions, the CFO directly owned 237,612 shares of Upwork common stock and held 225,000 RSUs representing contingent rights to receive an equal number of shares.