Item 8.01 Other Events.
On February 18, 2026, Upwork Inc., or the Company, announced that its board of directors authorized a share repurchase program for the repurchase of up to $300 million of shares of the Company's outstanding common stock, which is referred to as the 2026 Share Repurchase Authorization.
Repurchases of the Company's common stock under the 2026 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act of 1934, as amended), in privately negotiated transactions, pursuant to an accelerated share repurchase program, or by other methods, at the Company's discretion, and in accordance with applicable securities laws and other restrictions. The 2026 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The 2026 Share Repurchase Authorization does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions and other considerations.