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.
The Upwork Inc. (Nasdaq: UPWK) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, giving investors and researchers a structured view of how the human and AI-powered work marketplace reports its financial performance, governance, and material events. As a U.S.-listed issuer, Upwork files a variety of documents with the Securities and Exchange Commission that together outline its business, risks, and capital allocation decisions.
Among the most closely watched filings for Upwork are its annual reports on Form 10-K and quarterly reports on Form 10-Q. These documents typically include detailed discussions of marketplace and enterprise revenue, gross services volume (GSV), active clients, adjusted EBITDA, and other key metrics that Upwork highlights in its earnings materials. They also provide management’s discussion and analysis of results, descriptions of the Upwork Marketplace and Lifted, and risk factors related to the freelance economy, AI adoption, and broader macroeconomic conditions.
Upwork also files current reports on Form 8-K to disclose material events. Recent 8-K filings referenced in public disclosures include announcements of quarterly financial results, corrections to non-GAAP earnings guidance, authorization of a share repurchase program, and changes in executive leadership such as the appointment of a Chief Operating Officer and a Chief Accounting Officer. These filings can give timely insight into capital allocation decisions, leadership transitions, and updates to financial outlooks.
Investors interested in ownership and governance can review proxy statements and, where applicable, Form 4 insider transaction reports to understand how executives and directors are compensated and how they transact in UPWK shares. While the specific forms are filed with EDGAR, Stock Titan’s interface is designed to surface these documents quickly and pair them with AI-powered summaries that explain complex sections in plain language.
On this page, users can follow real-time updates as new filings are posted to EDGAR, including 10-Ks, 10-Qs, 8-Ks, and other relevant forms. AI-generated highlights help clarify topics such as Upwork’s non-GAAP financial measures, share repurchase authorizations, and severance or change-in-control arrangements described in executive employment disclosures. For anyone analyzing UPWK, this filings hub offers a focused view of the company’s regulatory history and ongoing reporting obligations.
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.
Upwork, Inc. GM, Marketplace Dave Bottoms reported a mix of RSU vesting and share sales. On March 18, 2026, he converted a total of 20,908 Restricted Stock Units into an equal number of common shares at a conversion price of $0.00 per share, reflecting routine equity compensation vesting.
On the same day, he sold 11,575 common shares at a weighted average price of $12.3118 per share, followed by an additional sale of 7,000 shares on March 19, 2026 at a weighted average price of $11.4926 per share. Footnotes state that part of the shares sold were required to cover tax withholding obligations through a “sell to cover” transaction under Upwork’s equity incentive plans, meaning those sales were not discretionary trades.
Another footnote explains that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025, indicating the sales were pre-planned. After these transactions, Bottoms directly holds 2,678 shares of Upwork common stock, alongside ongoing RSU awards that vest in equal quarterly installments over four-year periods beginning on December 18, 2022, June 18, 2024, and June 18, 2025, subject to continued employment.
Upwork affiliate filed a notice to sell 7,000 Restricted Stock Units on 03/18/2026. The filing lists Morgan Stanley Smith Barney LLC as the broker-dealer for the proposed sale. The excerpt also discloses recent Rule 10b5-1 sales by David Bottoms: 03/18/2026 (11,575 shares), 02/19/2026 (15,649 shares) and 02/18/2026 (17,013 shares) with reported gross proceeds for each trade.