Business Context and Reporting Period
Company: Upwork, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 18, 2026
Event: Authorization of a new share repurchase program.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on capital allocation actions.
Material Changes
The Board of Directors authorized a new share repurchase program with the following terms:
- Authorization Amount: Up to $300 million of outstanding common stock.
- Program Name: 2026 Share Repurchase Authorization.
- Expiration: No expiration date; continues until suspended, terminated, or modified.
- Execution Methods: Open market purchases (including Rule 10b5-1 plans), privately negotiated transactions, accelerated share repurchase programs, or other methods.
- Obligation: The program does not obligate the Company to repurchase any specific dollar amount or number of shares.
Guidance, Outlook, and Risks
Management Commentary: The timing and amount of any repurchases will depend on market and business conditions and other considerations at the Company's discretion.
Risks and Contingencies: The filing notes that repurchases are subject to applicable securities laws and other restrictions. No specific financial risks or contingencies regarding the company's operations were disclosed in this report.
Investor Verification Checklist
- Verify the current share price to estimate the potential number of shares purchasable under the $300 million authorization.
- Review the company's most recent 10-K or 10-Q to assess available cash and liquidity relative to the new buyback authorization.
- Monitor future 8-K filings or quarterly reports for actual execution of the repurchase program.
- Confirm if this authorization replaces or supplements any prior share repurchase programs.