UPWORK, INC 8-K

What Happened

• On February 9, 2026, Upwork, Inc. announced its financial results for the quarter and year ended December 31, 2025, issued a press release (attached as Exhibit 99.1) and will hold a conference call to discuss the results.
• On February 3, 2026, Upwork’s board adopted amended and restated bylaws, effective immediately, implementing a cure process that lets stockholders correct certain deficiencies in director nomination notices submitted within the time periods specified by the bylaws. The full bylaws text is attached as Exhibit 3.1.

Key Details

• Earnings announcement and conference call: February 9, 2026; covers quarter and fiscal year ended December 31, 2025; press release is Exhibit 99.1.
• Bylaws amendment adoption date: February 3, 2026; change provides notification of notice deficiencies and a specified cure period for timely nomination notices.
• Filing signed by Erica Gessert, Chief Financial Officer, on behalf of Upwork (8‑K filed February 9, 2026).
• Exhibits filed: Exhibit 3.1 (Amended and Restated Bylaws) and Exhibit 99.1 (press release).

Why It Matters

• The earnings release and conference call are the primary sources for investors to learn Upwork’s recent revenue, profit/loss, and management outlook for 2025 results—information that can affect stock valuation and short‑term trading.
• The bylaws change is a corporate governance update that reduces the risk of disqualification of timely director nominations for procedural defects by giving stockholders an opportunity to cure notice issues, which can matter in proxy contests or director nomination efforts.