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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 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)
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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 2.02 Results of Operations and Financial Condition.
On November 2, 2026, Upwork Inc., or the Company, will hold a conference call regarding its financial results for the quarter ended September 30, 2026. The Company issued a press release announcing its financial results for the quarter ended September 30, 2026. The full text of the press release is attached as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Act, except as expressly set forth by specific reference in such a filing.
The Company is making reference to certain financial measures not prepared in accordance with generally accepted accounting principles in the United States, or GAAP, in the press release and the conference call. A reconciliation of GAAP to these non-GAAP results is provided in the press release attached as Exhibit 99.1 to this report.
The Company uses its Investor Relations website (investors.upwork.com), its blog (upwork.com/blog), its X handle (twitter.com/Upwork), Hayden Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert’s LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding its business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. The content of the Company’s websites and information that the Company may post on or provide to online and social media channels, including those mentioned above, and information that can be accessed through the Company’s websites or these online and social media channels are not incorporated by reference into this report or in any other report or document the Company files with the Securities and Exchange Commission, and any references to the Company’s websites or these online and social media channels are intended to be inactive textual references only.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2026, Erica Gessert notified the Company of her intention to resign from her position as the Company’s Chief Financial Officer and principal financial officer, effective January 1, 2027 (the “Resignation Date”). Following the Resignation Date, Ms. Gessert will serve in an advisory role through March 31, 2027 to support the transition of her responsibilities. Ms. Gessert’s decision to resign was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
On November 2, 2026, the Company announced that the Company’s board of directors (the “Board”) appointed Peter Sanborn, age 43, the Company’s current Chief Business Officer, to serve as the Company’s Chief Financial Officer (“CFO”) and principal financial officer, effective as of the Resignation Date. Mr. Sanborn will cease to serve as the Company’s Chief Business Officer as of the Resignation Date.
Biographical information for Mr. Sanborn may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026.
There is no arrangement or understanding between Mr. Sanborn and any other persons pursuant to which Mr. Sanborn was selected as an officer. There are no family relationships between Mr. Sanborn and any director or executive officer of the Company. Mr. Sanborn is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As of the date of this Current Report on Form 8-K, the material terms of Mr. Sanborn’s compensation in connection with his appointment as CFO and Ms. Gessert’s advisory role have not yet been determined. Once such terms are determined and approved by the compensation committee, the Company will file an amendment to this Current Report on Form 8-K to disclose such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
| 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. |
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Date: November 2, 2026 | | By: | /s/ Erica Gessert |
| | | Erica Gessert
Chief Financial Officer |