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): March 12, 2026
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(Exact name of Registrant as Specified in Its Charter)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On March 12, 2026, Upwork Inc., or the Company, and David T. Bottoms, the Company's GM, Marketplace, reached an agreement regarding Mr. Bottoms's resignation and departure from the Company. Mr. Bottoms will remain employed by the Company through April 3, 2026.
On March 17, 2026, the Company and Mr. Bottoms entered into an agreement, or the Bottoms Separation Agreement, setting forth the terms of Mr. Bottoms’s separation from the Company. Pursuant to the Bottoms Separation Agreement, subject to a release of claims by Mr. Bottoms, Mr. Bottoms will be entitled to certain payments and benefits after his last day of employment, including (i) a lump sum payment equal to twelve months’ base salary and (ii) reimbursement for any insurance premium payments paid by Mr. Bottoms to continue to receive coverage for himself and his covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, until the earlier of (x) the effective date on which he becomes covered by a substantially equivalent health insurance plan of a subsequent employer, (y) twelve months following his last date of employment, and (z) the date he is no longer eligible for COBRA benefits. Mr. Bottoms’s outstanding equity awards will continue to vest through his last date of employment.
The foregoing description of the Bottoms Separation Agreement is qualified in its entirety by reference to the full text of the Bottoms Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026.
Effective April 4, 2026, Anthony Kappus, the Company’s GM & Chief Operating Officer, will lead all Marketplace-related teams with the exception of engineering, which will be led by Andrew Rabinovich, the Company’s Chief Technology Officer & Head of AI/ML.
(e)
The information set forth above under 5.02(b) is hereby incorporated by reference into this Item 5.02(e).
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: March 18, 2026 | By: | /s/ Jacob McQuown | |||||||||
Jacob McQuown Chief Legal Officer | |||||||||||