UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 83, ~~2025~~2026

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UPWORK INC.

(Exact name of Registrant as Specified in Its Charter)

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Delaware		001-38678	46-4337682
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

530 Lytton Avenue, Suite 301
Palo Alto,	California		94301
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 316-7500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	UPWK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On February ~~December 8~~9, ~~2025~~2026, Upwork Inc., or the Company, ~~appointed~~will ~~Sabrina~~hold ~~Mekhalfa,~~a ~~age~~conference ~~57,~~call asregarding its ~~Chief~~financial ~~Accounting~~results ~~Officer~~for ~~and~~the ~~principal~~quarter ~~accounting~~and ~~officer,~~year ~~effective~~ended December 15 31, 2025. ~~Prior~~The ~~to joining the~~ Company, ~~Ms.~~issued ~~Mekhalfa served as Chief Accounting Officer at Velocity Global Holdings, LLC (d/b/~~a ~~Pebl),~~press anrelease ~~employer-of-record~~announcing ~~company,~~its ~~from~~financial ~~February~~results ~~2025~~for tothe ~~December~~quarter ~~2025.~~and ~~Prior~~year toended ~~that~~December 31, ~~from September 2023 to February~~ 2025~~, Ms~~. ~~Mekhalfa~~The ~~provided~~full ~~accounting~~text ~~and~~of ~~finance~~the ~~consulting~~press ~~services~~release tois ~~various~~attached ~~companies, and from December 2020 to June 2023, Ms. Mekhalfa served~~ as ~~Chief~~Exhibit ~~Accounting Officer at UserTesting Inc~~99.,1 ato ~~customer~~this ~~experience company~~report. ~~Ms. Mekhalfa received an M.S. in Finance and Business Administration from Université Paris Dauphine-PSL and an M.B.A. in International Business from City University of New York-Baruch College.~~

In The ~~connection~~information furnished with ~~Ms.~~this ~~Mekhalfa’s~~Item ~~appointment as the Company’s Chief Accounting Officer and principal accounting officer~~2.02, ~~Ms.~~including ~~Mekhalfa~~Exhibit ~~will receive an initial annual base salary of $365~~99.1,~~000,~~ ~~and~~shall ~~she~~not ~~will~~ be ~~eligible~~deemed to“filed” ~~participate~~for inpurposes ~~the Company’s bonus plan and will have a target annual bonus~~ of ~~50%~~Section 18 of ~~her~~the ~~base~~Securities ~~salary.~~Exchange InAct ~~addition, Ms. Mekhalfa will receive a cash sign-on bonus~~ of ~~$175~~1934,~~000,~~ ~~which~~as isamended, ~~payable~~or ~~after~~otherwise ~~90 days of service and is~~ subject to ~~repayment~~the ifliabilities ~~Ms. Mekhalfa’s service ends voluntarily or due to discharge for cause prior to completing one year~~ of ~~service.~~that ~~Ms.~~section, ~~Mekhalfa~~nor ~~will~~shall ~~also~~it be ~~granted~~deemed aincorporated ~~restricted~~by ~~stock~~reference ~~unit~~into ~~award,~~any orother ~~the~~filing ~~RSU,~~ under the ~~Company’s~~Securities ~~2018~~Act ~~Equity Incentive Plan to acquire such number~~ of ~~shares of the Company’s common stock equal to $850~~1933,~~000~~ ~~divided~~as by the average daily closing price of the Company’s common stock for the 30-day period ending on the trading day immediately prior to the date of grant. The RSU will vest with respect to 1/12th of the total number of shares subject to the RSU quarterly over three yearsamended, ~~subject~~except toas ~~Ms.~~expressly ~~Mekhalfa’s~~set ~~continued~~forth ~~service~~by tospecific ~~the~~reference ~~Company~~in onsuch ~~each~~a ~~applicable vesting date~~filing.

In The ~~addition,~~Company ~~Ms.~~is ~~Mekhalfa~~making ~~will~~reference ~~enter~~to ~~into~~certain afinancial ~~change~~measures innot ~~control~~prepared ~~and~~in ~~severance~~accordance ~~agreement,~~with orgenerally ~~the~~accepted ~~Severance~~accounting ~~Agreement,~~principles ~~that provides for the following benefits if Ms. Mekhalfa is terminated by the Company without cause (as defined~~ in the ~~Severance~~United ~~Agreement)~~States, ~~outside~~or ofGAAP, ~~a change~~ in ~~control (as defined in~~ the ~~Severance~~press ~~Agreement) in exchange for a customary~~ release ofand ~~claims:~~the ~~(i)~~conference acall. ~~lump~~A ~~sum~~reconciliation ~~severance payment~~ of ~~six~~GAAP ~~months~~to ~~base~~these ~~salary~~non-GAAP ~~and~~results ~~(ii)~~is ~~payment~~provided ofin ~~premiums~~the ~~for~~press ~~continued~~release ~~medical~~attached ~~benefits~~as ~~for~~Exhibit up99.1 to ~~six~~this ~~months~~report.

If The ~~Ms.~~Company ~~Mekhalfa’s~~uses ~~employment~~its isInvestor ~~terminated~~Relations bywebsite ~~the~~(investors.upwork.com), ~~Company~~its ~~without~~blog ~~cause~~ (asupwork.com/blog), ~~defined~~its inX ~~the~~handle ~~Severance Agreement~~(twitter.com/Upwork), orHayden byBrown’s ~~her~~X ~~for~~handle ~~good reason~~ (astwitter.com/hydnbrwn) ~~defined~~and inLinkedIn ~~the~~profile ~~Severance Agreement~~(linkedin.com/in/haydenlbrown), ~~within~~and ~~the~~Erica ~~three~~Gessert's ~~months~~LinkedIn ~~preceding~~profile ~~a change in control~~ (~~as defined~~ linkedin.com/in ~~the Severance Agreement~~/erica-gessert) ~~(but~~as ~~after~~means aof ~~legally~~disseminating ~~binding~~or ~~and~~providing ~~definitive~~notification ~~agreement~~of, ~~for~~among aother ~~potential~~things, ~~change~~news ofor ~~control~~announcements ~~has~~regarding ~~been~~its ~~executed)~~business or ~~within~~financial ~~the~~performance, 12investor ~~months~~events, ~~following~~press areleases, ~~change~~and inearnings ~~control~~releases, ~~the~~and ~~Severance~~as ~~Agreement~~means ~~will~~of ~~provide~~disclosing ~~the~~material ~~following~~non-public ~~benefits~~information inand ~~exchange~~ for acomplying ~~customary~~with ~~release~~its ofdisclosure ~~claims:~~obligations ~~(i)~~under aRegulation ~~lump~~FD. ~~sum~~The ~~severance~~content ~~payment~~ of 12the ~~months~~Company's ~~base~~websites ~~salary;~~and ~~(ii)~~information athat ~~lump~~the ~~sum~~Company ~~payment~~may ~~equal~~post ~~to Ms. Mekhalfa’s then-current target bonus opportunity~~ on aor ~~pro-rated~~provide ~~basis;~~to ~~(iii)~~online ~~100%~~and ~~acceleration~~social ofmedia ~~any~~channels, ~~then-unvested~~including ~~equity~~those ~~awards~~mentioned above, and ~~cash-based~~information ~~awards~~that ~~(excluding~~can ~~equity~~be ~~awards~~accessed ~~that~~through ~~vest,~~the inCompany's ~~whole~~websites or inthese ~~part,~~online ~~upon~~and ~~satisfaction~~social ofmedia ~~performance~~channels ~~criteria);~~are ~~and~~not ~~(iv)~~incorporated ~~payment~~by ofreference ~~premiums~~into ~~for~~this ~~continued~~report ~~medical~~or ~~benefits~~in ~~for~~any upother toreport 12or ~~months.~~document ~~The~~the ~~Severance~~Company ~~Agreement~~files ~~will~~with bethe inSecurities ~~effect~~and ~~for~~Exchange ~~three years~~Commission, ~~with~~and ~~automatic~~any ~~renewals~~references ~~for~~to ~~new~~the ~~three-year~~Company's ~~periods~~websites ~~unless~~or ~~notice~~these isonline ~~given~~and bysocial ~~the~~media ~~Company~~channels toare ~~Ms.~~intended ~~Mekhalfa~~to atbe ~~least~~inactive ~~three~~textual ~~months~~references ~~prior to expiration~~only.

~~There~~Item ~~are no arrangements or understandings between Ms~~5.03 ~~Mekhalfa~~Amendments ~~and any other persons, pursuant~~ to ~~which~~Articles ~~she was appointed as Chief Accounting Officer and principal accounting officer, no family relationships among any~~ of ~~the~~Incorporation ~~Company’s directors~~ or ~~executive~~Bylaws; ~~officers~~Change ~~and Ms. Mekhalfa, and she has no direct or indirect material interest~~ in ~~any~~Fiscal ~~transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K~~Year. In connection with her appointment, Ms. Mekhalfa and the Company will enter into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 6, 2018 (File No. 333-227207).

On February 3, 2026, the Company's board of directors adopted amended and restated bylaws, or the Amended and Restated Bylaws, effective immediately, to implement a cure process for certain deficiencies in director nomination notices submitted by stockholders. For nomination notices received by the Company within the time period specified in the Amended and Restated Bylaws, the Company will notify stockholders of deficiencies in the notice and there will be an opportunity to cure such deficiencies within the time period specified.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
3.1						Amended and Restated Bylaws (as amended and restated on February 3, 2026)
99.1						Press Release dated February 9, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UPWORK INC.
Date: December 11, 2025	By:	/s/ Jacob McQuown
Date: February 9, 2026	By:	/s/ Erica Gessert
		Jacob McQuownChief Legal Officer
		Erica GessertChief Financial Officer

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