Every material Form 8-K Upwork has filed with the SEC since February 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Upwork reported third-quarter 2026 revenue of $185.6 million, down from $201.7 million a year earlier, while GAAP net income rose to $31.8 million and diluted EPS rose to $0.25 from $0.21. Free cash flow fell to $53.9 million from $69.4 million. CFO Erica Gessert will step down effective January 1, 2027, and Chief Business Officer Peter Sanborn was named her successor.
Third-quarter revenue was $185.6 million versus $201.7 million; GSV was $914.1 million versus $1,016.7 million.
GAAP net income was $31.8 million versus $29.3 million; diluted EPS was $0.25 versus $0.21.
Fourth-quarter 2026 revenue guidance is $169 million to $177 million; full-year 2026 guidance is $742 million to $750 million.
Erica Gessert resigns as CFO effective January 1, 2027, and will advise through March 31, 2027; Peter Sanborn, 43, will become CFO, and his compensation terms have not yet been determined.
Upwork reported second-quarter 2026 revenue of $191.7 million, down 2% from a year earlier, and GAAP net income of $25.4 million, down 22%. GAAP diluted EPS was $0.20 versus $0.24, while adjusted EBITDA rose 12% to $64.1 million, and the company issued third-quarter and full-year 2026 revenue guidance that is lower than the second-quarter run rate for the third quarter.
Revenue was $191.7 million, down 2% from $194.9 million in Q2 2025; GSV fell 4% to $966.4 million.
GAAP net income was $25.4 million and diluted EPS was $0.20, versus $32.7 million and $0.24 a year earlier.
Adjusted EBITDA rose 12% to $64.1 million; the company incurred $13.8 million in costs tied to the restructuring announced in May 2026.
Guidance: Q3 2026 revenue of $176 million to $184 million; full-year 2026 revenue of $730 million to $750 million.
Upwork said its Chief Financial Officer and principal financial officer, Erica Gessert, began a temporary medical leave effective July 14, 2026. CEO Hayden Brown will serve as interim principal financial officer during the leave, and the company said she will receive no additional compensation for the role.
CFO Erica Gessert's temporary medical leave is effective July 14, 2026.
The company expects Gessert to return to her role during the fourth quarter of 2026.
CEO Hayden Brown will act as interim principal financial officer during the leave, with no additional pay for the role.
Upwork and its domestic subsidiaries entered into a Credit Agreement on June 23, 2026, with Bank of America, N.A. as administrative agent, providing a secured revolving loan of up to $150.0 million. The facility is secured by substantially all company and domestic subsidiary assets and can be increased by up to an additional $50.0 million, and proceeds may be used partly to repurchase or repay certain existing convertible indebtedness.
Revolving facility of up to $150.0 million, including a $10.0 million sublimit for standby letters of credit
Optional increase of up to an additional $50.0 million through a revolver increase or new term loans
Borrowings bear interest at Term SOFR plus 2.00% to 2.50%, or Base Rate plus 1.00% to 1.50%, based on consolidated net leverage
Facility matures June 23, 2029 and contains customary covenants and events of default
Upwork's stockholders elected Claire Bramley and David Lissy as Class II directors at the June 4, 2026 annual meeting, replacing directors Leela Srinivasan, who did not stand for re-election, and Anilu Vazquez-Ubarri, who resigned. Stockholders also approved the auditor, approved executive pay on an advisory basis, and chose annual say-on-pay votes.
Claire Bramley and David Lissy were elected as Class II directors; Gary Steele was elected as a third director with 17,127,041 votes against.
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered accounting firm for 2026 with 105,217,897 votes for.
Advisory say-on-pay proposal passed with 68,934,395 votes for and 26,782,943 against.
Stockholders chose one year as the frequency for future advisory pay votes, with 95,406,283 votes; the next frequency vote is expected at the 2032 annual meeting.
Upwork announced a restructuring plan to cut its total workforce by about 24%, with execution expected to be substantially complete in the fourth quarter of 2026. The company also reported first-quarter 2026 revenue of $195.5 million, up 1%, while GAAP net income fell 17% to $31.5 million, and it raised its full-year 2026 adjusted EBITDA guidance.
Workforce reduction of about 24%, expected to be substantially complete in Q4 2026
Estimated pre-tax restructuring charges of $16 million to $23 million, mostly in Q2 2026 and mostly cash
Q1 2026 revenue $195.5 million, up 1%; GAAP net income $31.5 million, down 17%; GAAP diluted EPS $0.24 vs. $0.27
Full-year 2026 adjusted EBITDA guidance $250 million to $260 million, raised per the press release
Upwork said its GM, Marketplace David T. Bottoms is leaving the company, with his employment continuing through April 3, 2026. Under a separation agreement dated March 17, 2026, he will receive a lump sum equal to twelve months' base salary and COBRA premium reimbursement, subject to a release of claims, and his equity awards will keep vesting through his last day.
David T. Bottoms, GM, Marketplace, agreed to resign on March 12, 2026; last day of employment is April 3, 2026.
Separation terms include a lump sum of twelve months' base salary plus COBRA premium reimbursement for up to twelve months, subject to a release of claims.
Effective April 4, 2026, Anthony Kappus, GM & Chief Operating Officer, will lead Marketplace teams other than engineering.
Andrew Rabinovich, Chief Technology Officer & Head of AI/ML, will lead Marketplace engineering.
Upwork reported fourth-quarter 2025 revenue of $198.4 million, up 4% year over year, and full-year 2025 revenue of $787.8 million, up 2%. GAAP net income fell sharply in both periods, to $15.6 million for the quarter and $115.4 million for the year, because 2024 results included a $140.3 million non-cash tax benefit. The company guided to 2026 revenue of $835 million to $850 million.
Q4 2025 revenue was $198.4 million, up 4% year over year; GAAP net income was $15.6 million versus $147.2 million in Q4 2024.
Full-year 2025 revenue was $787.8 million, up 2%; GAAP net income was $115.4 million versus $215.6 million in 2024.
2026 guidance: revenue of $835 million to $850 million and adjusted EBITDA of $240 million to $250 million; Q1 2026 revenue guidance is $192 million to $197 million.
On February 3, 2026, the board adopted amended and restated bylaws with a cure process for defective stockholder director nomination notices.
Upwork appointed Sabrina Mekhalfa as its Chief Accounting Officer and principal accounting officer on December 8, 2025, effective December 15, 2025. The filing sets out her pay, including a $365,000 base salary, a $175,000 sign-on bonus and an $850,000 restricted stock unit award, along with severance terms that take effect if she is terminated without cause.
Base salary of $365,000, with a target annual bonus of 50% of base salary.
$175,000 cash sign-on bonus, payable after 90 days of service and subject to repayment if she leaves voluntarily or is discharged for cause before one year.
Restricted stock unit award valued at $850,000, vesting in quarterly installments of 1/12th over three years.
Previously Chief Accounting Officer at UserTesting Inc. from December 2020 to June 2023 and at Velocity Global Holdings (Pebl) from February 2025 to December 2025.
Upwork reported third-quarter 2025 revenue of $201.7 million, up 4% year over year, and net income of $29.3 million, up 6%. The company raised its full-year 2025 revenue and adjusted EBITDA guidance, while its fourth-quarter revenue guidance of $193 million to $198 million is below the third-quarter result.
Q3 2025 revenue of $201.7 million, up 4% year over year; net income of $29.3 million, up 6%
Diluted EPS of $0.21 versus $0.20 in Q3 2024; adjusted EBITDA of $59.6 million, up 38%
Full-year 2025 revenue guidance raised to $782 million to $787 million; adjusted EBITDA guidance raised to $222 million to $225 million
Q4 2025 revenue guidance of $193 million to $198 million; Q4 adjusted EBITDA guidance of $49 million to $52 million
Upwork appointed Anthony Kappus, a former Redfin executive, as its first chief operating officer, effective September 2, 2025. The filing also discloses a $500,000 starting base salary and a restricted stock unit award with a $7,250,000 grant value, and shows that Andrew Rabinovich moved to chief technology officer and Jacob McQuown to chief legal officer.
Anthony Kappus starts as chief operating officer on September 2, 2025, with an initial base salary of $500,000 and a 60% target annual bonus
Kappus's RSU award is sized at $7,250,000 and vests 25% on September 18, 2026, then 6.25% each quarter
Andrew Rabinovich was elevated to chief technology officer while continuing to lead AI and machine learning
Jacob McQuown was promoted to chief legal officer; Kappus's severance terms include 12 months of base salary
Upwork reported second-quarter 2025 revenue of $194.9 million, up 1% from a year earlier, and net income of $32.7 million, up 47%. The company raised its full-year 2025 revenue guidance to $765 million to $775 million and adjusted EBITDA guidance to $206 million to $214 million, and it announced the Bubty acquisition and an agreement to acquire Ascen.
Q2 2025 revenue was $194.9 million, up from $193.1 million; Marketplace revenue rose 2% while Enterprise revenue fell 8%
Diluted EPS was $0.24, compared with $0.17 in the second quarter of 2024
FY2025 guidance raised: revenue $765 million to $775 million, adjusted EBITDA $206 million to $214 million
Q3 2025 revenue guidance is $190 million to $195 million; Ascen acquisition expected to close in the second half of 2025
Upwork said its Chief Accounting Officer and principal accounting officer, Olivier Marie, will resign effective August 19, 2025, and that the resignation is not due to any disagreement with the company. CFO Erica Gessert will serve as interim principal accounting officer, receiving no additional compensation for the role, which is a routine executive transition with limited direct effect on shareholders.
Olivier Marie notified Upwork on July 21, 2025 of his decision to resign as Chief Accounting Officer and principal accounting officer.
Resignation is effective August 19, 2025 and is not due to any disagreement with management, policies or practices.
CFO Erica Gessert will become interim principal accounting officer, with no additional compensation for the role.
At its June 5, 2025 annual meeting, Upwork stockholders elected three directors and ratified PricewaterhouseCoopers LLP as auditor for 2025. Stockholders also approved, on an advisory basis, the compensation of the named executive officers. Director changes include Dana L. Evan's election and Glenn Kelman's appointment to replace Gregory C. Gretsch, who retired, while Elizabeth Nelson did not stand for re-election.
Dana L. Evan elected as a Class I director; Glenn Kelman appointed as a Class III director effective June 5, 2025
Elizabeth Nelson did not stand for re-election; Gregory C. Gretsch retired from the board effective June 5, 2025
Say-on-pay proposal: 98,895,616 votes for and 6,724,747 against
Holders of 113,717,118 shares, about 85% of shares entitled to vote, were present, constituting a quorum
Upwork reported first-quarter 2025 revenue of $192.7 million, up 1% from a year earlier, and net income of $37.7 million, more than double the $18.4 million reported in the first quarter of 2024. The company reiterated its full-year 2025 revenue guidance of $740 million to $760 million and raised its full-year adjusted EBITDA guidance to $190 million to $200 million, which matters to shareholders because profit is growing faster than revenue.
Revenue was $192.7 million, up 1% from $190.9 million in Q1 2024.
Net income was $37.7 million, or $0.27 per diluted share, versus $18.4 million, or $0.13 per diluted share, a year earlier.
Adjusted EBITDA was $56.0 million, compared with $33.3 million in Q1 2024.
Full-year 2025 adjusted EBITDA guidance is $190 million to $200 million; Q2 2025 revenue guidance is $184 million to $189 million.
Upwork reported fourth-quarter 2024 revenue of $191.5 million, up 4% year over year, and full-year revenue of $769.3 million, up 12%. Fourth-quarter GAAP net income of $147.2 million included a non-cash tax benefit of $140.3 million, and the company guided full-year 2025 revenue to $740 million to $760 million, below 2024 revenue.
Q4 2024 revenue $191.5 million, up 4% year over year; full-year 2024 revenue $769.3 million, up 12%
Q4 2024 GAAP net income $147.2 million, including a $140.3 million non-cash tax benefit; diluted EPS $1.03 versus $0.13 a year earlier
Q4 2024 adjusted EBITDA $50.2 million, a 26% margin; full-year 2024 adjusted EBITDA $167.6 million
2025 guidance: revenue $740 million to $760 million and adjusted EBITDA $180 million to $190 million; Q1 2025 revenue $186 million to $191 million
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