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): July 14, 2026
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(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 14, 2026, Upwork Inc.’s, or the Company’s, Chief Financial Officer and principal financial officer, Erica Gessert, will take a temporary medical leave. The Company currently anticipates that Ms. Gessert will return to her role during the fourth quarter of 2026.
During Ms. Gessert’s leave, Hayden Brown, the Company’s President and Chief Executive Officer, will assume the role of the Company’s interim principal financial officer.
Biographical information for Ms. Brown 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 Ms. Brown and any other persons pursuant to which Ms. Brown was selected as interim principal financial officer, no family relationships among any of the Company’s directors or executive officers and Ms. Brown, and Ms. Brown does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Brown will not receive any additional compensation for assuming the role of interim principal financial officer, and no changes have been made to any plans or arrangements in which Ms. Brown participates as a result of this appointment.
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: July 16, 2026 | By: | /s/Jacob McQuown | |||||||||
| Jacob McQuown Chief Legal Officer & Secretary | |||||||||||