Every material Form 8-K Upwork filed with the SEC in 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Upwork filing is on SEC EDGAR ↗. 8-K briefs of other companies →