UPWORK, INC 8-K

What Happened

• On June 23, 2026, Upwork, Inc. and its domestic subsidiaries entered into a Credit Agreement with a syndicate led by Bank of America, N.A., with BofA Securities and Wells Fargo Securities as joint lead arrangers and bookrunners. The Credit Facility provides a secured revolving loan of up to $150.0 million (including a $10.0 million sublimit for standby letters of credit) and an option to increase capacity by up to $50.0 million (revolver increase or new term loans). The facility matures on June 23, 2029 and is secured by substantially all assets of Upwork and its U.S. subsidiaries. Proceeds may be used for working capital and other general corporate purposes, repurchase/repayment of certain convertible debt, fees/expenses, and potential acquisitions.

Key Details

• Facility size: $150.0 million revolving loan; $10.0 million letter-of-credit sublimit; $50.0 million accordion option.
• Maturity: June 23, 2029. Collateral: substantially all assets of the company and its domestic subsidiaries.
• Pricing: Borrowings at Term SOFR + 2.00%–2.50% or Base Rate + 1.00%–1.50%, with applicable margin tied to Upwork’s Consolidated Net Leverage Ratio.
• Covenants & defaults: customary covenants (limits on liens, indebtedness, dispositions, mergers) and financial covenants (consolidated net leverage ratio and consolidated fixed charge coverage ratio); events of default permit lenders to stop lending and accelerate repayment.

Why It Matters

• This facility gives Upwork immediate access to committed liquidity and financial flexibility through mid-2029, supporting operations, potential acquisitions, and possible repurchases or repayment of convertible debt.
• The loan is secured and includes financial covenants, so it strengthens near-term funding but creates obligations (and potential constraints) tied to leverage and coverage ratios; borrowing costs will vary with market rates (Term SOFR) and the company’s leverage level.
• Investors should note the secured nature of the debt and covenant tests, which could affect future capital allocation and borrowing options if the company’s leverage rises.