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| CIK | 1627475 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Upwork Inc.
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| June 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 4, 2026 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 7, 2026 |
Exhibit 10.1 UPWORK AMENDED AND RESTATED GLOBAL PERFORMANCE BONUS PLAN UPWORK AMENDED AND RESTATED GLOBAL PERFORMANCE BONUS PLAN (adopted February 5, 2019) (amended and restated August 18, 2025) (further amended and restated April 23, 2026) Preamble This document sets forth the terms of the Upwork Global Performance Bonus Plan (the “Plan”). The purpose of the Plan is to advance the interests of Up |
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| May 7, 2026 |
Exhibit 99.1 Upwork Reports First Quarter 2026 Financial Results GSV per Active Client Increased 5% Year-over-Year through AI Work Category and SMB Growth Initiatives Company Raises Full Year 2026 Adjusted EBITDA Guidance PALO ALTO, Calif. – May 7, 2026 – Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the first quarter of 20 |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| May 7, 2026 |
STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE Exhibit 3.3 STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.The name of the corporation is Upwork Inc. 2.The Registered Office of the corporation in the State of Delaware is changed to 251 Little Falls Drive (street), in the City of |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 7, 2026 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 7, 2026 |
March 17, 2026 Dave Bottoms Re: Terms of Separation Dear Dave: Thank you for your service to Upwork Global LLC (the “Company”) and for your tenure as GM, Marketplace. |
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| April 23, 2026 |
Annual shareholder report 2025ANNUAL SHAREHOLDER REPORT 2025 Proprietary work data Work delivery platform: AI-powered & end-to-end Category breadth: High spend & retention Business demand: SMB through enterprise clients Talent supply: Global & highly skilled talent pool The Upwork Marketplace The world’s human and AI-powered work marketplace One solution built for enterprise companies to source, contract, manage and pay contingent talent. |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Definitive Proxy State |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): March 12, 2026 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 18, 2026 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 13, 2026 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upwork Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per s |
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| February 13, 2026 |
Defined Terms in the Insider Trading Policy Exhibit 19.1 Policy Name: Insider Trading Policy Public Owner: Chief Financial Officer and Chief Legal Officer Policy applies to: All employees, consultants, advisors and independent contractors of Upwork, members of Upwork’s contingent workforce program, and the Upwork Inc. Board of Directors (collectively, “Service Providers”) Last Updated: February 3, 2026 General Overview Upwork is committed t |
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| February 13, 2026 |
As filed with the Securities and Exchange Commission on February 12, 2026 Registration No. |
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| February 13, 2026 |
Exhibit 21.1 Subsidiaries of Upwork Inc. Name of Subsidiary Jurisdiction Ascen Inc. Delaware Ascen Workforce Canada Inc. Canada Ascen Workforce, LLC Delaware Bubty B.V. Netherlands Elance Limited Ireland Elance LLC Delaware Lifted Solutions LLC Delaware Lifted Talent Group LLC Delaware Payment Escrow Inc. Delaware Tallance B.V. Netherlands UPW Holdco, Inc. Delaware Upwork Global LLC California Upw |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 13, 2026 |
EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Upwork Inc. (“we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. The following summary of the terms of our common stock is based upon our restated certific |
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| February 9, 2026 |
Exhibit 3.1 UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on February 3, 2026 i UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS ARTICLE I: STOCKHOLDERS1 Section 1.1:Annual Meetings1 Section 1.2:Special Meetings1 Section 1.3:Notice of Meetings1 Section 1.4:Adjournments1 Section 1.5:Quorum2 Section 1.6:Organization2 Sectio |
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| February 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 3, 2026 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 9, 2026 |
Exhibit 99.1 Upwork Reports Fourth Quarter and Full Year 2025 Financial Results Record full-year 2025 revenue of $787.8 million Fourth-quarter revenue of $198.4 million and GAAP net income of $15.6 million Fourth-quarter adjusted EBITDA of $52.9 million or 27% adjusted EBITDA margin Full-year 2025 GAAP net income of $115.4 million and record adjusted EBITDA of $225.6 million or 29% adjusted EBITDA |
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| December 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): December 8, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| November 4, 2025 |
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT Exhibit 10.3 AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is entered into by and between David T. Bottoms (the “Executive”), Upwork Inc., a Delaware corporation (the “Company”), and Upwork Global LLC, a California limited liability company and wholly owned subsidiary of the Company (the “Employ |
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| November 4, 2025 |
Exhibit 10.1 UPWORK INC. AMENDED AND RESTATED PERFORMANCE BONUS PLAN UPWORK INC. AMENDED AND RESTATED PERFORMANCE BONUS PLAN (adopted February 5, 2019) (amended and restated August 18, 2025) Preamble This document sets forth the terms of the Upwork Inc. Performance Bonus Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its subsidiaries by motivating selecte |
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| November 4, 2025 |
Amendment to November 14, 2024 Offer Letter Exhibit 10.2 Amendment to November 14, 2024 Offer Letter This Amendment (“Amendment”) to the Amended and Restated Offer Letter, dated November 14, 2024 (“Offer Letter”), is entered into by and between Upwork Inc. (“Parent”), Upwork Global LLC (“Subsidiary”), and Dave Bottoms (“Employee”), effective as of August 18, 2025 (the “Transfer Date”). The Parent, Subsidiary, and Employee are collectively r |
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| November 3, 2025 |
Exhibit 99.1 Upwork Reports Third Quarter 2025 Financial Results Achieves record quarterly revenue of $201.7 million in Q3 2025 Generates GAAP net income of $29.3 million and record adjusted EBITDA of $59.6 million, resulting in 15% profit margin and all-time high 30% adjusted EBITDA margin Raises FY2025 revenue and adjusted EBITDA guidance PALO ALTO, Calif. – November 3, 2025 – Upwork Inc. (Nasda |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): November 3, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 19, 2025 |
144 0002019194 XXXXXXXX LIVE 0001627475 UPWORK INC 001-38678 530 Lytton Ave, Suite 301 Palo Alto CA 94301 6503167500 DAVID BOTTOMS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10014 196274. |
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| September 19, 2025 |
144 0001753662 XXXXXXXX LIVE 0001627475 UPWORK INC 001-38678 530 Lytton Ave, Suite 301 Palo Alto CA 94301 6503167500 HAYDEN L BROWN Director Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 20000 392000. |
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| September 18, 2025 |
144 0002019194 XXXXXXXX LIVE 0001627475 UPWORK INC. 001-38678 530 Lytton Avenue, Suite 301 Palo Alto CA 94301 (650) 316-7500 DAVID BOTTOMS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10894 208773.71 132606579 09/18/2025 NASDAQ Common 09/18/2025 Restricted Stock ISSUER N 10894 09/18/2025 Not Applicable N DAVID BOTTOMS 530 |
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| September 18, 2025 |
144 0001975669 XXXXXXXX LIVE 0001627475 UPWORK INC. 001-38678 530 Lytton Avenue, Suite 301 Palo Alto CA 94301 (650) 316-7500 ERICA GESSERT Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 8730 167302.59 132606579 09/18/2025 NASDAQ Common 09/18/2025 Restricted Stock Issuer N 8730 09/18/2025 Not Applicable N ERICA GESSERT 530 Ly |
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| September 18, 2025 |
144 0001753662 XXXXXXXX LIVE 0001627475 UPWORK INC 001-38678 530 Lytton Ave, Suite 301 Palo Alto CA 94301 6503167500 HAYDEN L BROWN Director Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 20000 362800. |
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| September 18, 2025 |
144 0001753662 XXXXXXXX LIVE 0001627475 UPWORK INC. 001-38678 530 Lytton Avenue, Suite 301 Palo Alto CA 94301 (650) 316-7500 HAYDEN BROWN Officer Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 22344 428202.65 132606579 09/18/2025 NASDAQ Common 09/18/2025 Restricted Stock Issuer N 22344 09/18/2025 Not Applicable N HAYDEN BRO |
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| September 17, 2025 |
144 0001753662 XXXXXXXX LIVE 0001627475 UPWORK INC 001-38678 530 Lytton Ave, Suite 301 Palo Alto CA 94301 6503167500 HAYDEN L BROWN Director Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 20000 342000. |
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| September 3, 2025 |
Exhibit 99.1 Upwork Announces an Additional $100 Million Share Repurchase Program Third $100M share repurchase authorization announced since November 2023 PALO ALTO, Calif. – September 3, 2025 – Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced that its board of directors approved an additional $100 million share repurchase program. “Upwork’s financial |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): September 3, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 29, 2025 |
144 0002019194 XXXXXXXX LIVE 0001627475 UPWORK INC 001-38678 530 Lytton Ave, Suite 301 Palo Alto CA 94301 6503167500 DAVID BOTTOMS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 1690 25197. |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 12, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 12, 2025 |
Exhibit 99.1 Upwork Appoints Anthony Kappus as Chief Operating Officer, Elevates Technology and Legal Leaders for Next Chapter of Growth Redfin veteran joins as company’s first COO, Andrew Rabinovich elevated to chief technology officer, and Jacob McQuown becomes chief legal officer, bolstering executive leadership team PALO ALTO, Calif. – August 12, 2025 – Upwork Inc. (NASDAQ: UPWK), the world’s |
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| August 7, 2025 |
Exhibit 99.1 Upwork Reports Second Quarter 2025 Financial Results Achieves record second quarter with revenue of $194.9 million Generates GAAP net income of $32.7 million and adjusted EBITDA of $57.1 million, resulting in 17% profit margin and 29% adjusted EBITDA margin Raises FY2025 revenue and adjusted EBITDA guidance Acquires Bubty and agrees to acquire Ascen to serve large clients with full ra |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Com |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| August 6, 2025 |
Exhibit 10.1 April 17, 2025 Dana Evan Re: Upwork Inc. Board of Directors Dear Dana: On behalf of Upwork Inc. (the “Company”), I am pleased to present to you our offer to become a member of the Company’s Board of Directors (the “Board”). As a Board member, you will be responsible for attending in person or by telephone or video conference, all Board meetings and all meetings of Board committees on |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 6, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 6, 2025 |
Exhibit 99.1 Upwork Reports Second Quarter 2025 Financial Results Achieves record second quarter with revenue of $194.9 million Generates GAAP net income of $32.7 million and adjusted EBITDA of $57.1 million, resulting in 17% profit margin and 29% adjusted EBITDA margin Raises FY2025 revenue and adjusted EBITDA guidance Acquires Bubty and agrees to acquire Ascen to serve large clients with full ra |
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| August 6, 2025 |
Exhibit 10.3 AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is entered into by and between David T. Bottoms (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on May 2, 2025 (the “Effective Date”) and amends and restates that certain Change in Control and Severance Agreeme |
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| August 6, 2025 |
Exhibit 10.2 April 22, 2025 Glenn Kelman Re: Upwork Inc. Board of Directors Dear Glenn: On behalf of Upwork Inc. (the “Company”), I am pleased to present to you our offer to become a member of the Company’s Board of Directors (the “Board”). As a Board member, you will be responsible for attending in person or by telephone or video conference, all Board meetings and all meetings of Board committees |
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| August 6, 2025 |
d Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and E Exhibit 10.5 AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is entered into by and between Erica Gessert (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on June 16, 2025 (the “Effective Date”) and amends and restates that certain Change in Control and Severance Agreemen |
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| August 6, 2025 |
l and Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and Hayden Brown. Exhibit 10.4 AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is entered into by and between Hayden Brown (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on June 16, 2025 (the “Effective Date”), and amends and restates that certain Change in Control and Severance Agreemen |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): July 21, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 2, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 5, 2025 |
Exhibit 99.1 Upwork Reports First Quarter 2025 Financial Results Achieves record first quarter with revenue of $192.7 million, GAAP net income of $37.7 million and adjusted EBITDA of $56.0 million, resulting in 20% profit margin and 29% adjusted EBITDA margin Reiterates FY2025 revenue guidance and raises full-year adjusted EBITDA guidance PALO ALTO, Calif. – May 5, 2025 – Upwork Inc. (Nasdaq: UPWK |
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| May 5, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 5, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 25, 2025 |
2024 Annual Shareholder ReportValue for talent Find work quickly Get paid on time Build reputation Growth opportunities Value for clients Quality talent Fast access to talent Cost-effective projects Work efficiently, effectively Secure, trusted platform Payment guarantee ANNUAL SHAREHOLDER REPORT 2024 Our Work Marketplace Serves Clients and T alent We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defi |
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| February 13, 2025 |
Amended and Restated Offer Letter, dated November 14, 2024, by and between Upwork Exhibit 10.16 November 14, 2024 Re: Amended and Restated Offer Letter Dear Dave: This letter amends and restates your offer letter, dated August 4, 2022, in its entirety. On behalf of Upwork Inc. (the “Company”), I am pleased to confirm your continued full-time employment in the position of General Manager, Vice President II, Marketplace, reporting to Hayden Brown, President and Chief Executive Of |
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| February 13, 2025 |
Exhibit 21.1 Subsidiaries of Upwork Inc. Name of Subsidiary Jurisdiction Elance, Inc. Delaware Upwork Global Inc. California Upwork Talent Group Inc. Delaware Upwork Escrow Inc. Delaware Elance Limited Ireland UPW Holdco, Inc. Delaware Upwork Payments Inc. Delaware Objective AI, Inc. Delaware |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025 Registration No. |
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| February 13, 2025 |
Exhibit 10.17 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Dave Bottoms (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on March 18, 2024 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in this Section 1, this Agreement shall terminate the |
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| February 13, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upwork Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price(3)(4) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value |
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| February 13, 2025 |
Exhibit 19.1 Policy Name: Insider Trading Policy Confidential: Internal Use Only Owner: Chief Financial Officer and Chief Legal Officer Policy applies to: All employees, independent contractors, vendors and the Upwork Board of Directors (collectively, “Service Providers”) Last Updated: February 9, 2023 General Overview Upwork is committed to high standards of honest and ethical business conduct an |
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| February 12, 2025 |
Exhibit 99.1 Upwork Reports Fourth Quarter and Full Year 2024 Financial Results Achieves record revenue, GAAP net income1 and adjusted EBITDA2,3 for the fourth quarter and full year 2024 Fourth-quarter revenue of $191.5 million and GAAP net income1 of $147.2 million Fourth-quarter adjusted EBITDA2,3 of $50.2 million or 26% adjusted EBITDA margin, Upwork’s highest ever Full-year revenue of $769.3 m |
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| February 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 12, 2025 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 9, 2024 |
UPWK / Upwork Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment SC 13G/A 1 upwk13ganov24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) UPWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) November 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to |
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| November 14, 2024 |
UPWK / Upwork Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment SC 13G 1 upwk13gsep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) UPWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to whi |
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| November 14, 2024 |
UPWK / Upwork Inc. / Ancient Art, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| November 12, 2024 |
UPWK / Upwork Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 UnitedStates13GUpworkIncU.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* (Name of Issuer) Upwork Inc (Title of Class of Securities) Co |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| November 6, 2024 |
Exhibit 99.1 Upwork Reports Third Quarter 2024 Financial Results Achieves 10% year-over-year revenue growth, record GAAP net income of $27.8 million and adjusted EBITDA of $43.2 million Third-quarter GAAP diluted EPS of $0.20 Raises FY 2024 guidance for revenue and adjusted EBITDA Enters definitive agreement to acquire Objective to enhance core search and match offerings and strengthen AI talent b |
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| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): November 6, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 4, 2024 |
UPWK / Upwork Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 UnitedStates13GUpworkIncU.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Name of Issuer) Upwork Inc (Title of Class of Securities) Co |
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| October 23, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 23, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 23, 2024 |
Exhibit 99.1 Upwork Announces Organizational Changes to Drive Continued Profitable Growth and Provides Preliminary Third Quarter 2024 Results Above Financial Guidance Approximately $60 million in annual cost savings advances Upwork toward 5-year profitability target Company expects to exceed revenue and adjusted EBITDA guidance for third quarter 2024 results SAN FRANCISCO, Calif. – October 23, 202 |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 7, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 7, 2024 |
Exhibit 99.1 Upwork Reports Second Quarter 2024 Financial Results Second-quarter GAAP Net Income of $22.2 million, Upwork’s highest ever Second-quarter GAAP Diluted EPS of $0.17 Second-quarter Adjusted EBITDA of $40.8 million SAN FRANCISCO, Calif. – August 7, 2024 – Upwork Inc. (Nasdaq: UPWK), the world’s largest work marketplace that connects businesses with independent talent from across the glo |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| July 23, 2024 |
July 23, 2024 Erica Gessert Chief Financial Officer Upwork Inc. 475 Brannan Street, Suite 430 San Francisco, CA 94107 Re: Upwork Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-38678 Dear Erica Gessert: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithsta |
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| July 19, 2024 |
July 19, 2024 VIA EDGAR AND ELECTRONIC TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Chen Chen, Staff Accountant Melissa Kindelan, Senior Staff Accountant Re: Upwork Inc. |
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| July 5, 2024 |
July 5, 2024 Erica Gessert Chief Financial Officer Upwork Inc. 475 Brannan Street, Suite 430 San Francisco, CA 94107 Re: Upwork Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished February 14, 2024 Response dated July 1, 2024 File No. 001-38678 Dear Erica Gessert: We have reviewed your July 1, 2024 response to our comment letter and have the following comment. Please resp |
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| July 1, 2024 |
July 1, 2024 VIA EDGAR AND ELECTRONIC TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Chen Chen, Staff Accountant Melissa Kindelan, Senior Staff Accountant Re: Upwork Inc. |
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| June 14, 2024 |
United States securities and exchange commission logo June 14, 2024 Erica Gessert Chief Financial Officer Upwork Inc. |
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| June 10, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 7, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 1, 2024 |
Exhibit 99.1 Upwork Reports First Quarter 2024 Financial Results First-quarter GAAP Net Income of $18.4 million First-quarter GAAP Diluted EPS of $0.13 First-quarter Adjusted EBITDA of $33.3 million Raises revenue and Adjusted EBITDA outlook for 2024 Establishes five-year Adjusted EBITDA margin target of 35% SAN FRANCISCO, Calif. – May 1, 2024 – Upwork Inc. (Nasdaq: UPWK), the world’s largest work |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): April 25, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 1, 2024 |
amendedandrestatedbylaws UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on April 25, 2024 i UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS ARTICLE I: STOCKHOLDERS ................................................................................................ 1 Section 1.1: Annual Meetings ............................... |
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| April 23, 2024 |
Annual Shareholder Report 20 23Our Work Marketplace Serves Clients and T alent Value for talent We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe. |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 23, 2024 |
Notice of Annual Meeting of Stockholders and Proxy Statement 20 24Our mission is to create economic opportunities so people have better lives PROXY ST A TEMENT 2024Our vision is independent talent at the heart of every business PROXY ST A TEMENT 2024Our Impact Priorities Economic Opportunity Workforce Innovation and Wellbeing Diversity, Inclusion, and B e longi n g ( D I B s ) Environmental Sustai |
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| February 15, 2024 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Upwork Inc. (“we,” “us,” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of our common stock is based upon our restated cert |
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| February 15, 2024 |
pwork Inc. Incentive Compensation Re Exhibit 97.1 UPWORK INC. Compensation Recovery Policy (Adopted November 1, 2023) The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Policy enabling the Company to recover from specified current and former Company executives and certain other individuals certain incentive-based compensation in the event of an accounting restatement resulting |
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| February 15, 2024 |
As filed with the Securities and Exchange Commission on February 15, 2024 Registration No. |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 15, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upwork Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price(3)(4) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value |
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| February 15, 2024 |
Exhibit 21.1 Subsidiaries of Upwork Inc. Name of Subsidiary Jurisdiction Elance, Inc. Delaware Upwork Global Inc. California Upwork Talent Group Inc. Delaware Upwork Escrow Inc. Delaware Elance Limited Ireland UPW Holdco, Inc. Delaware Upwork Payments Inc. Delaware |
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| February 14, 2024 |
Upwork Reports Fourth Quarter and Full Year 2023 Financial Results Fourth-quarter GAAP Net Income of $17. |
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| February 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 14, 2024 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 13, 2024 |
UPWK / Upwork Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02174-upworkinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Upwork Inc Title of Class of Securities: Common Stock CUSIP Number: 91688F104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule purs |
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| February 9, 2024 |
UPWK / Upwork Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 26, 2024 |
UPWK / Upwork Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us91688f1049012624.txt us91688f1049012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Upwork Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| November 7, 2023 |
Q3 2023 Shareholder Letter These include adding new features and functionality to the platform, bringing AI-enabled experiences and work to clients and talent, and engaging in valuable new partnerships that will deliver differentiated tools and resources to our customers to drive lasting shareholder value. |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): November 7, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| August 3, 2023 |
UPWK / Upwork Inc / BAILLIE GIFFORD & CO Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 UPWORK INC. (Amendement No.1) - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) 31 JULY 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] |
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| August 2, 2023 |
Transition and Separation Agreement, dated May 2, 2023, by and between Upwork Inc. and Eric Gilpin Exhibit 10.1 May 2, 2023 Randoll Eric Gilpin Re: Terms of Separation Dear Eric: On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as Chief Sales Officer and the interim leader of our Enterprise Business Unit. You and the Company have mutually agreed to end your employment relationship with the Company and the Board of Director |
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| August 2, 2023 |
updatedfinalxq223upwork 1x Q2 2023 Shareholder Letter 1 One of the most important and diverse growth opportunities for Upwork is in the AI space, and we are are delivering on this opportunity by serving clients with a singular destination for sourcing the full breadth of AI-focused talent they need; premiering new AI-powered features for discovering and matching with expert talent across every category of work; and enabling talent on Upwork to access the most modern generative AI tools to supercharge their productivity and quality of work. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 2, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| July 10, 2023 |
UPWK / Upwork Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Upwork Inc. Title of Class of Securities: Common Stock CUSIP Number: 91688F104 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1( |
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| June 12, 2023 |
Restated Certificate of Incorporation Exhibit 3.1 UPWORK INC. RESTATED CERTIFICATE OF INCORPORATION Upwork Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the corporation is Upwork Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State was December 13, 2013 under the name Runway Parent Corp. 2. The Restated Certificate of Incorporation of the corporation attached |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 9, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 3, 2023 |
finalq123upworksharehol 1x Q1 2023 Shareholder Letter 1 We spent the first quarter of 2023 moving swiftly to adapt to new realities, as we saw the economy further impact our customers and our business. |
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| May 3, 2023 |
Offer Letter, dated March 22, 2023, by and between Upwork Inc. and Erica Gessert. Exhibit 10.1 March 22, 2023 Re: Offer Letter Dear Erica: On behalf of Upwork Inc. (the “Company”), I am pleased to offer you full-time employment in the position of Chief Financial Officer, reporting to Hayden Brown, President and Chief Executive Officer, with an estimated start date of April 25, 2023 (such actual date, the “Start Date”). Your appointment as Chief Financial Officer is subject to a |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| May 3, 2023 |
Exhibit 10.2 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Erica Gessert (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on April 25, 2023 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in this Section 1, this Agreement shall terminate the |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 2, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 28, 2023 |
Annual Report 2022GSV of $4. 1 billion. Our revenue for the full-year 2022 rose 23% year- over-year, while Enterprise Revenue, representing one of our most significant market opportunities, grew 39% year-over-year. We added marquee brands like Anheuser-Busch InBev, Constellation Brands, Cushman & Wakefield, Fabletics, Fanatics, Honeywell, Marriott International, Payoneer, Pearson, Reddit, and Serv |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| April 28, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| April 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 28, 2023 |
Exhibit 99.1 Upwork Appoints Erica Gessert as Chief Financial Officer Gessert joins company from PayPal; will play pivotal role in next chapter of growth for the world’s largest work marketplace SAN FRANCISCO, Calif. – March 28, 2023 – Upwork Inc. (NASDAQ: UPWK), the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by gross servic |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): March 28, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): March 21, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 16, 2023 |
As filed with the Securities and Exchange Commission on February 16, 2023 Registration No. |
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| February 16, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upwork Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price(3)(4) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value |
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| February 16, 2023 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Upwork Inc. (“we,” “us,” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of our common stock is based upon our restated cert |
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| February 16, 2023 |
Exhibit 21.1 Subsidiaries of Upwork Inc. Name of Subsidiary Jurisdiction Elance, Inc. Delaware Upwork Global Inc. California Upwork Talent Group Inc. Delaware Upwork Escrow Inc. Delaware Elance Limited Ireland UPW Holdco, Inc. Delaware Upwork Payments Inc. Delaware |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 15, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 15, 2023 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 15, 2023 |
finalq4fy22upworkshareh 1x Q4 and Full-Year 2022 Shareholder Letter 1 In 2022, in the face of a dynamic environment, Upwork made meaningful progress executing on our strategy to innovate, evangelize, and scale our work marketplace. |
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| February 14, 2023 |
UPWK / Upwork Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment SC 13G/A 1 upwk13gadec22.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) UPWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) December 31, 2022 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to |
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| February 13, 2023 |
UPWK / Upwork Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 9, 2023 |
UPWK / Upwork Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02142-upworkinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Upwork Inc. Title of Class of Securities: Common Stock CUSIP Number: 91688F104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pur |
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| February 8, 2023 |
United States securities and exchange commission logo February 8, 2023 Hayden Brown President and Chief Executive Officer Upwork Inc. |
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| February 2, 2023 |
CORRESP 1 filename1.htm February 2, 2023 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR. VIA EDGAR AND ELECTRONIC TRANSMISSION United States Securities |
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| February 1, 2023 |
UPWK / Upwork Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us91688f1049013123.txt us91688f1049013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Upwork Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| January 23, 2023 |
UPWK / Upwork Inc / BAILLIE GIFFORD & CO Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 UPWORK INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) 30 DECEMBER 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) |
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| January 17, 2023 |
United States securities and exchange commission logo January 17, 2023 Hayden Brown President and Chief Executive Officer Upwork Inc. |
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| December 23, 2022 |
December 23, 2022 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| December 9, 2022 |
December 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Chen Chen, Staff Accountant Kathleen Collins, Accounting Branch Chief Re: Upwork Inc. |
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| November 22, 2022 |
United States securities and exchange commission logo November 22, 2022 Hayden Brown President and Chief Executive Officer Upwork Inc. |
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| November 8, 2022 |
CORRESP 1 filename1.htm November 8, 2022 VIA EDGAR AND ELECTRONIC TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Chen Chen, Staff Accountant Kathleen Collins, Accounting Branch Chief Re: Upwork Inc. Form 10-K for the Year Ended December 31, 2021 Filed February 15, 2022 Form 10-Q for the Quarter Ended Ju |
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| October 26, 2022 |
Exhibit 10.1 September 21, 2022 Jeff McCombs Re: Terms of Separation Dear Jeff: On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as Chief Financial Officer. You and the Company have mutually agreed to end your employment relationship with the Company and the Board of Directors has requested to retain your services for a perio |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 26, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 26, 2022 |
finalq322upworksharehol Q3 2022 Shareholder Letter Dear Shareholders As we close the third quarter of 2022, Upwork has clear indicators that both our business and our value proposition continue to be critical to customers in times of economic uncertainty. |
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| October 25, 2022 |
United States securities and exchange commission logo October 25, 2022 Hayden Brown President and Chief Executive Officer Upwork Inc. |
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| October 24, 2022 |
UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on October 18, 2022 i UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS ARTICLE I: STOCKHOLDERS ................................................................................................ 1 Section 1.1: Annual Meetings ...................................................... |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 18, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): September 21, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| September 22, 2022 |
Upwork Initiates Chief Financial Officer Transition Plan Current CFO Jeff McCombs to remain at Upwork through December 31, 2022; Company reaffirms third quarter 2022 guidance SAN FRANCISCO, September 22, 2022 (GLOBE NEWSWIRE) - Upwork Inc. |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): July 27, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 27, 2022 |
Q2 2022 Shareholder Letter Dear Shareholders Building on the strong results of the first quarter of 2022, Upwork forged ahead on innovating, evangelizing, and scaling the world?s work marketplace, growing revenue 26% year-over-year to $156. |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 9, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 8, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 2, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): April 27, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| April 27, 2022 |
Q1 2022 Shareholder Letter Dear Shareholders The first quarter of 2022 presented no shortage of global uncertainty and conflict, and it also demonstrated the strength of Upwork?s business as we continued to execute on our strategy to innovate, evangelize, and scale the world?s work marketplace. |
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| April 19, 2022 |
DEFA14A 1 ny20001685x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On |
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| April 19, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by R |
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| March 7, 2022 |
Exhibit 99.1 Upwork Announces the Suspension of Business in Russia and Belarus and Withdraws First Quarter and Full-Year 2022 Guidance due to Uncertainties Related to Russian Invasion of Ukraine SAN FRANCISCO ? March 7, 2022 ? Upwork Inc. (Nasdaq: UPWK), the world?s largest work marketplace that connects businesses with independent talent, as measured by gross services volume (?GSV?), today announ |
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| March 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): March 7, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 15, 2022 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Upwork Inc. (?we,? ?us,? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of our common stock is based upon our restated cert |
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| February 15, 2022 |
Lease Agreement, dated May 14, 2014, by and between Upwork and CLPF, as amended. |
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| February 15, 2022 |
As filed with the Securities and Exchange Commission on February 15, 2022 Registration No. |
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| February 15, 2022 |
Exhibit 21.1 Subsidiaries of Upwork Inc. Name of Subsidiary Jurisdiction Elance, Inc. Delaware Upwork Global Inc. California Upwork Talent Group Inc. Delaware Upwork Escrow Inc. Delaware Elance Limited Ireland UPW Holdco, Inc. Delaware Upwork Payments Inc. Delaware |
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| February 15, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upwork Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price(3)(4) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value |
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| February 14, 2022 |
UPWK / Upwork Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) UPWORK, INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) December 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 10, 2022 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 10, 2022 |
UPWK / Upwork Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Upwork Inc. Title of Class of Securities: Common Stock CUSIP Number: 91688F104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13 |
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| February 10, 2022 |
Q4 and Full-Year 2021 Shareholder Letter Dear Shareholders 2021 was a remarkable year for Upwork, not only in how far we pushed our business forward but also in how clearly it has set our path for continued performance in 2022 and beyond. |
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| February 8, 2022 |
UPWK / Upwork Inc / BlackRock Inc. Passive Investment us91688f1049020822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Upwork Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| October 27, 2021 |
Q3 2021 Shareholder Letter Dear Shareholders We are excited to share with you the results of a quarter in which our team has continued to innovate, bringing us closer to realizing our vision of the world?s work marketplace. |
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| October 27, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 10, 2021 |
UPWK / Upwork Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Upwork Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) August 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: |
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| August 10, 2021 |
Exhibit 4.1 EXECUTION VERSION UPWORK INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 10, 2021 0.25% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amo |
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| August 10, 2021 |
Exhibit 99.1 Upwork Announces Closing of $575.0 Million of 0.25% Convertible Senior Notes Due 2026, Including Full Exercise of Initial Purchasers? $75.0 Million Option to Purchase Additional Notes San Francisco, California ? August 10, 2021 ? Upwork Inc. (?Upwork?) (Nasdaq: UPWK) today announced that it has closed its offering of 0.25% convertible senior notes due 2026 (the ?notes?) for gross proc |
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| August 10, 2021 |
Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit 4.4). Exhibit 4.2 FACE OF NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT |
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| August 10, 2021 |
Form of Capped Call Transaction Confirmation. Exhibit 10.1 []1 To: [] [] From: [] Re: [Base][Additional] Capped Call Transaction2,3 Ref. No: []4 Date: [], 2021 Dear Ladies and Gentlemen: The purpose of this communication (this ?Confirmation?) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the ?Transaction?) between [] (?Dealer?) and [] (?Counterparty?). This communi |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 5, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 6, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 5, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 6, 2021 |
Upwork Announces Pricing of Offering of $500.0 Million of 0.25% Convertible Senior Notes Due 2026 Exhibit 99.1 Upwork Announces Pricing of Offering of $500.0 Million of 0.25% Convertible Senior Notes Due 2026 San Francisco, California ? August 5, 2021 ? Upwork Inc. (?Upwork?) (Nasdaq: UPWK) today announced that it has priced $500.0 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the ?notes?). The notes are to be offered and sold in a private placement to qualifie |
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| July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| July 29, 2021 |
Upwork Reports Second Quarter 2021 Financial Results EXHIBIT 99.1 Upwork Reports Second Quarter 2021 Financial Results San Francisco, CA ? July 29, 2021 ? Upwork Inc. (Nasdaq: UPWK), the world?s largest work marketplace that connects businesses with independent talent, as measured by gross services volume (?GSV?), today announced its second quarter 2021 financial results. ?The second quarter marks our fourth consecutive quarter of accelerating year- |
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| July 29, 2021 |
Q2 2021 Shareholder Letter To Our Shareholders We are pleased to report that in the second quarter of 2021, Gross Services Volume (GSV) grew 50% year-over-year to reach $875. |
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| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): July 29, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 3, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 1, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 4, 2021 |
Stock Option Agreement, dated January 18, 2021, by and between Upwork Inc. and Hayden Brown. Exhibit 10.1 NOTICE OF STOCK OPTION GRANT (GLOBAL) UPWORK INC. 2018 EQUITY INCENTIVE PLAN GRANT NUMBER: 3103 Unless otherwise defined herein, the terms defined in the Upwork Inc. (the ?Company?) 2018 Equity Incentive Plan (the ?Plan?) shall have the same meanings in this Notice of Stock Option Grant (the ?Notice of Grant?) and the attached Stock Option Agreement, including Exhibit A attached heret |
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| May 4, 2021 |
Exhibit 10.2 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement (this ?Amendment?) is entered into this 8th day of February, 2021 by and between (a) SILICON VALLEY BANK, a California corporation (?Bank?), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT |
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| May 4, 2021 |
Upwork Reports First Quarter 2021 Financial Results EXHIBIT 99.1 Upwork Reports First Quarter 2021 Financial Results San Francisco, CA ? May 4, 2021 ? Upwork Inc. (Nasdaq: UPWK), the world?s largest work marketplace that connects businesses with independent talent, as measured by gross services volume (?GSV?), today announced its first quarter 2021 financial results. ?After a record year in 2020, we?re off to an even stronger 2021,? said Hayden Bro |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| May 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 4, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| February 24, 2021 |
Offer Letter, dated October 13, 2020, by and between Upwork Inc. and Anilu Vazquez-Ubarri. Exhibit 10.21 October 13, 2020 Anilu Vazquez-Ubarri Re: Upwork Inc. Board of Directors Dear Anilu: On behalf of Upwork Inc. (the ?Company?), I am pleased to present you our offer to become a member of the Board of Directors (the ?Board?). As a Board member, you will be responsible for attending in person or by telephone, all Board meetings and all meetings of Board committees on which you sit. In |
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| February 24, 2021 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Upwork Inc. (?we,? ?us,? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of our common stock is based upon our restated cert |
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| February 23, 2021 |
Upwork Reports Fourth Quarter and Full Year 2020 Financial Results Exhibit 99.1 Upwork Reports Fourth Quarter and Full Year 2020 Financial Results •Fourth quarter 2020 revenue grew 32% year-over-year to $106.2 million ◦Marketplace revenue grew 34% to $96.9 million •Full year 2020 revenue grew 24% year-over-year to $373.6 million ◦Marketplace revenue grew 26% to $338.2 million •Gross margin expanded two percentage points year-over-year to 73% in the fourth quarter |
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| February 23, 2021 |
As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. |
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| February 23, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 23, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Upwork Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) December 31, 2020 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3)* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Upwork Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Upwork Inc. Title of Class of Securities: Common Stock CUSIP Number: 91688F104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13 |
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| February 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2 )* UPWORK INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requ |
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| February 2, 2021 |
us91688f1049020221.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Upwork Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 91688F104 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): January 18, 2021 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 22, 2020 |
Exhibit 3.1 UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on December 20, 2020 UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organizat |
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| December 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): December 20, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): November 10, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 4, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): November 4, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 4, 2020 |
Offer Letter, dated July 10, 2020, by and between Upwork Inc. and Jeff McCombs. Exhibit 10.1 July 10, 2020 Re: Offer Letter Dear Jeff: On behalf of Upwork Inc. (the “Company”), I am pleased to offer you full-time employment in the position of Chief Financial Officer, reporting to Hayden Brown, President and Chief Executive Officer, with an estimated start date of August 4, 2020 (such actual date, the “Start Date”). Your appointment as Chief Financial Officer is subject to app |
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| November 4, 2020 |
Transition Agreement, dated August 4, 2020, by and between Upwork Inc. and Brian Kinion. Exhibit 10.3 August 4, 2020 Brian Kinion Re: Terms of Transition Dear Brian: On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as Chief Financial Officer. You and the Company have mutually agreed to end your employment relationship with the Company and the Board of Directors has requested to retain your services for a period o |
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| November 4, 2020 |
Upwork Reports Third Quarter 2020 Financial Results EX-99.1 2 exhibit991pressrelease.htm EX-99.1 EXHIBIT 99.1 Upwork Reports Third Quarter 2020 Financial Results •Revenue grew 24% year-over-year to $96.7 million, exceeding guidance •Marketplace revenue grew 26% year-over-year to $88.0 million •Marketplace take rate improved from 13.3% to 13.6% year-over-year Santa Clara, CA – November 4, 2020 – Upwork Inc. (Nasdaq: UPWK), the world’s largest work m |
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| November 4, 2020 |
Exhibit 10.2 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Jeff McCombs (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on August 4, 2020 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in this Section 1, this Agreement shall terminate the e |
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| November 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| November 4, 2020 |
Exhibit 10.4 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 13th day of August, 2020 by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT |
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| August 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 13, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 4, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 4, 2020 |
Upwork Reports Second Quarter 2020 Financial Results EX-99.1 2 exhibit991pressrelease.htm EX-99.1 EXHIBIT 99.1 Upwork Reports Second Quarter 2020 Financial Results •Revenue grew 19% year-over-year to $87.5 million, exceeding guidance •Marketplace revenue grew 19% year-over-year to $78.5 million •Marketplace take rate improved from 12.9% to 13.7% year-over-year Santa Clara, CA – August 4, 2020 – Upwork Inc. (Nasdaq: UPWK), the largest online talent s |
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| August 4, 2020 |
EX-10.1 2 exhibit101gilpincicsev.htm EX-10.1 EXHIBIT 10.1 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Randoll Eric Gilpin (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on May 29, 2018 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in th |
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| August 4, 2020 |
EX-99.2 3 exhibit992pressrelease.htm EX-99.2 Exhibit 99.2 Upwork Appoints Jeff McCombs as Chief Financial Officer Brian Kinion to Serve as Advisor During Transition Period SANTA CLARA, Calif. – August 4, 2020 – Upwork Inc. (Nasdaq: UPWK), the largest online talent solution, as measured by gross services volume, today announced that Jeff McCombs will join the Company as Chief Financial Officer, eff |
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| August 4, 2020 |
EX-10.2 3 exhibit102arofferlette.htm EX-10.2 EXHIBIT 10.2 May 29, 2018 Randoll Eric Gilpin Re: Amended and Restated Offer Letter Dear Eric: This letter amends and restates your offer letter dated April 1, 2016 in its entirety. On behalf of Upwork Inc. (the “Company”), I am pleased to confirm your continued full-time employment in the position of Senior Vice President, Sales reporting to Stephane K |
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| August 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| August 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): August 4, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 2, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 1, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38678 UPWORK INC. |
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| May 6, 2020 |
Upwork Reports First Quarter 2020 Financial Results EXHIBIT 99.1 Upwork Reports First Quarter 2020 Financial Results •Revenue grew 21% year-over-year to $83.2 million •Marketplace revenue grew 24% year-over-year to $74.8 million •Gross margin expanded three percentage points year-over-year to 72% Santa Clara, CA – May 6, 2020 – Upwork Inc. (Nasdaq: UPWK), the largest online talent solution, as measured by gross services volume (“GSV”), today announ |
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| May 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): May 6, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 20, 2020 |
UPWK / Upwork Inc. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 20, 2020 |
UPWK / Upwork Inc. DEF 14A - - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): March 10, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 2, 2020 |
Transition Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel. Exhibit 10.13 December 8, 2019 Stephane Kasriel Re: Terms of Transition Dear Stephane: On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as President and Chief Executive Officer. You have requested to resign after over seven years of service and the Board of Directors has requested to retain your services for a period of time |
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| March 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38678 UPWORK INC. (Ex |
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| March 2, 2020 |
Exhibit 10.8 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Hayden Brown (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), effective January 1, 2020 (the “Effective Date”). 1. Term of Agreement. Except to the extent renewed as set forth in this Section 1, this Agreement shall termina |
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| March 2, 2020 |
UPWK / Upwork Inc. S-8 - - S-8 As filed with the Securities and Exchange Commission on March 2, 2020 Registration No. |
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| March 2, 2020 |
Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown. Exhibit 10.11 December 8, 2019 Hayden Brown Re: Amended and Restated Offer Letter Dear Hayden: This letter amends and restates your offer letter dated May 29, 20181, in its entirety. On behalf of Upwork Inc. (the “Company”), I am pleased to confirm your new role of Chief Executive Officer, effective as of January 1, 2020. You will report to the Company’s Board of Directors (the “Board”). You will |
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| March 2, 2020 |
Advisory Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel. Exhibit 10.14 Advisor Agreement December 8, 2019 Stephane Kasriel Re: Advisory Services to Upwork Inc. Dear Stephane: This letter agreement (the “Advisor Agreement”) is to confirm our understanding with respect to your role as a special advisor to Upwork Inc. (the “Company”). The following terms are hereby made effective as of the date first written above (the “Effective Date”): 1.Informal Managem |
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| March 2, 2020 |
Description of Securities Registered Under Section 12 of the Exchange Act. EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Upwork Inc. (“we,” “us,” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary of the terms of our common stock is based upon our restated cert |
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| February 26, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 26, 2020 UPWORK INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38678 46-4337682 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
