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. GM & Chief Operating Officer Anthony Ray Kappus reported routine equity compensation activity involving RSUs and a related tax sale. On May 18, 2026, 5,114 shares of common stock were acquired upon the conversion of restricted stock units at a price of $0.00 per share. On the same date, 1,905 shares of common stock were sold at a weighted average price of $8.6634 per share, within a range of $8.57 to $8.73 per share, to cover tax withholding obligations under a mandatory “sell to cover” arrangement, which the footnotes state was not a discretionary trade. After these transactions, Kappus directly holds 3,209 shares of common stock and 76,719 restricted stock units that each represent a right to receive one share of common stock, vesting in equal quarterly installments over four years beginning on May 18, 2026, subject to continued employment.
Upwork CFO Erica Gessert reported routine equity transactions involving RSU vesting, tax withholding, and resulting share ownership. She sold 22,162 shares of common stock at a weighted average price of $8.6634 per share in an open-market transaction that, according to the disclosure, was required to cover tax withholding obligations from RSU vesting rather than a discretionary trade.
On the same date, she exercised restricted stock units that converted into a total of 46,024 shares of common stock (8,524 shares from one RSU grant and 37,500 shares from another). After these transactions, she held 346,284 shares of common stock directly, while continuing to hold RSU awards that vest over time under quarterly schedules described in the disclosure.
Upwork, Inc.’s President & CEO Hayden Brown reported both stock sales and equity vesting activity. On May 18, 2026, she sold a total of 72,546 shares of common stock in open‑market transactions, including 50,000 shares at a weighted average price of $8.5695 per share and 22,546 shares at $8.6634 per share. Footnotes state that part of these sales were required "sell to cover" transactions to fund tax withholding on vesting restricted stock units, and that one sale was executed under a pre‑arranged Rule 10b5‑1 plan adopted on November 19, 2025, indicating the timing was not fully discretionary.
On the same date, Brown exercised or converted 46,822 restricted stock units into common stock at a conversion price of $0.00, in three tranches of 13,638, 18,334 and 14,850 RSUs, following quarterly vesting schedules tied to continued employment. A footnote also notes 1,544 shares acquired through the company’s employee stock purchase plan on May 14, 2026. The share balances reported after these transactions show that she continues to hold a substantial direct equity position in Upwork.
Upwork Inc. (symbol UPWK) notice filed on Form 144 reports a proposed sale of 22,162 restricted shares of common stock with an intended sale date of 05/18/2026. The filing also discloses a prior sale of 9,278 shares on 03/18/2026 for $114,228.88.
Upwork Inc. (UPWK) notice of proposed sale by an affiliate under Form 144. The filing lists 7,151 performance shares and 15,395 restricted stock as securities to be sold, each dated 05/18/2026. It also reports that Hayden Brown sold 23,745 common shares on 03/18/2026 for $292,343.69.
Hayden Brown submitted a Form 144 notice relating to the proposed sale of 50,000 restricted stock units and performance stock units dated 02/18/2024. The filing shows 23,745 shares sold on 03/18/2026 for $292,343.69. Broker-dealer listed is Morgan Stanley Smith Barney LLC and the form lists $408,500.00 and NASDAQ with an entry dated 05/18/2026.
Upwork Inc. received an amended Schedule 13G/A reporting T. Rowe Price Associates, Inc. holds 13.4% of common stock. The filing states 17,432,565 shares beneficially owned as of 03/31/2026 with 17,425,771 shares of sole voting power and 17,432,565 shares of sole dispositive power.
The filing is signed by a T. Rowe Price officer on 05/15/2026 and includes the issuer CUSIP 91688F104.
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.