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UPWK on Nasdaq

Upwork

Logo: Upwork Inc., Public domain, via Wikimedia Commons5

American freelance marketplace

Upwork Inc. (formerly Elance-oDesk) is an American freelancing platform headquartered in Palo Alto and San Francisco, California. The company was formed in 2013 as Elance-oDesk after the merger of Elance Inc. and oDesk Corp. The merged company was subsequently rebranded as Upwork in 2015. Upwork went public in 2018.3 Its chief executive is Hayden Brown (since 2020).1 It employed 630 people in 2024.1 Its shares trade on Nasdaq under the symbol UPWK.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2015Founded1

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  • TickerUPWK on Nasdaq1
  • Industrycomputing platform, online marketplace1
  • HeadquartersPalo Alto1
  • Founded inDelaware1
  • Websitewww.upwork.com
  • Legal formpublic company1
  • Incorporated inDE6
  • Business address530 Lytton Avenue, Suite 301, Palo Alto, Ca 943016
  • Filer categoryLarge accelerated filer6
  • LEI5493004QJ6WWBXVE2S704
  • StatusActive4
  • LEI statusIssued and current4
  • Registered address838 WALKER ROAD SUITE 21-2, 19904 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 54378474

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Upwork Inc. (formerly Elance-oDesk) is an American freelancing platform headquartered in Palo Alto and San Francisco, California. The company was formed in 2013 as Elance-oDesk after the merger of Elance Inc. and oDesk Corp. The merged company was subsequently rebranded as Upwork in 2015. Upwork went public in 2018. Changes to its fees and account policies have repeatedly drawn protests from freelancers, and after a prolonged decline in its share price the company became the target of an activist investor campaign in 2024 and carried out large workforce reductions in 2024 and 2026.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

77.8%Gross margin9
16.4%Operating margin9
14.7%Net margin9
2.4%Revenue growth, 20259
18.3%Return on equity9
0.00×Debt to equity9
$242.5MFree cash flow9

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Enterprise brought in 87% of the revenue Upwork broke down this way in fiscal 2025.

  1. Enterprise$682.9M987%up 3% from 2024
  2. Marketplace$104.9M913%down 2% from 2024
Products and services by year
Products and services202320242025
Enterprise$586.1M$662.1M$682.9M
Marketplace$103.0M$107.2M$104.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue22¢$174.8M
  • Research and development24¢$185.5M
  • Other costs35¢$274.3M
  • Income tax5¢$37.8M
  • Profit15¢$115.4M

Out of $787.8M in revenue.9

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$5.8M
  • Share buybacks55¢$136.0M
  • Kept or used elsewhere43¢$106.5M

Out of $248.3M of cash from operations.9

Financial statements

Revenue101112139$787.8M in 2025+162% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $300.6M$300.6M20192020: $373.6M$373.6M2020+24%2021: $502.8M$502.8M2021+35%2022: $618.3M$618.3M2022+23%2023: $689.1M$689.1M2023+11%2024: $769.3M$769.3M2024+12%2025: $787.8M$787.8M2025+2%
Gross profit101112139$613.0M in 2025+189% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $212.4M$212.4M20192020: $269.4M$269.4M2020+27%2021: $367.3M$367.3M2021+36%2022: $457.9M$457.9M2022+25%2023: $518.7M$518.7M2023+13%2024: $595.2M$595.2M2024+15%2025: $613.0M$613.0M2025+3%
Operating income101112139$129.3M in 2025
-$100.0M0$100.0M$200.0M2019: -$18.7M-$18.7M20192020: -$22.4M-$22.4M2020+20%2021: -$54.2M-$54.2M2021+142%2022: -$92.6M-$92.6M2022+71%2023: -$11.3M-$11.3M2023−88%2024: $65.2M$65.2M20242025: $129.3M$129.3M2025+98%
Net income101112139$115.4M in 2025
-$100.0M0$100.0M$200.0M$300.0M2019: -$16.7M-$16.7M20192020: -$22.9M-$22.9M2020+37%2021: -$56.2M-$56.2M2021+146%2022: -$89.9M-$89.9M2022+60%2023: $46.9M$46.9M20232024: $215.6M$215.6M2024+360%2025: $115.4M$115.4M2025−46%

Every line of the income statement as filed: the last 3 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-31
Revenue$787.8M$769.3M$689.1M
Cost of revenue$174.8M$174.1M$170.4M
Gross profit$613.0M$595.2M$518.7M
Research and development$185.5M$209.3M$177.4M
Sales and marketing$143.4M$185.2M$220.7M
General and administrative$146.6M$128.8M$118.9M
Provision for transaction losses$8.1M$6.7M$13.0M
Total operating expenses$483.7M$530.0M$529.9M
Income (loss) from operations$129.3M$65.2M-$11.3M
Other income, net$23.9M$25.2M$60.1M
Income before income taxes$153.2M$90.4M$48.9M
Income tax (provision) benefit-$37.8M$125.2M-$2.0M
Net income$115.4M$215.6M$46.9M
Basic (in dollars per share)$0.87$1.61$0.35
Diluted (in dollars per share)$0.84$1.52$0.06
Basic (in shares)132.5M shares133.6M shares134.8M shares
Diluted (in shares)140.7M shares143.2M shares137.3M shares
Net unrealized holding gain on marketable securities, net$490.0K$59.0K$3.3M
Total comprehensive income$115.9M$215.6M$50.2M

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Corporate structure

Upwork sits at the top of its group. 14 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Upwork

  • Upwork Dover, Delaware, United States
    • Ascen Inc. Subsidiary · Delaware, United States
    • Ascen Workforce Canada Inc. Subsidiary · Canada
    • Ascen Workforce, LLC Subsidiary · Delaware, United States
    • Bubty B.V. Subsidiary · Netherlands
    • Elance LLC Subsidiary · Delaware, United States
    • Lifted Solutions LLC Subsidiary · Delaware, United States
    • Lifted Talent Group LLC Subsidiary · Delaware, United States
    • Payment Escrow Inc. Subsidiary · Delaware, United States
    • Tallance B.V. Subsidiary · Netherlands
    • UPW Holdco, Inc. Subsidiary · Delaware, United States
    • Upwork Global LLC Subsidiary · California, United States
    • Upwork Payments Inc. Subsidiary · Delaware, United States
    • Upwork Services LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Upwork reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$99.9M9 Dec 31, 2025$74.4M9 Dec 31, 2024+34.3%
Accumulated depreciation$55.5M9 Dec 31, 2025$44.4M9 Dec 31, 2024+25.1%
Property and equipment, net$44.4M9 Dec 31, 2025$30.1M9 Dec 31, 2024+47.8%
Operating-lease assets (leased space)$5.0M9 Dec 31, 2025$5.8M9 Dec 31, 2024−12.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$294.4M9 Dec 31, 2025$305.8M9 Dec 31, 2024−3.7%
Marketable securities, current$378.4M9 Dec 31, 2025$316.3M9 Dec 31, 2024+19.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$149.2M9 Dec 31, 2025$121.1M9 Dec 31, 2024+23.2%
Finite-lived intangibles, gross$48.8M9 Dec 31, 2025$15.2M9 Dec 31, 2024+221.2%
Accumulated amortization$11.6M9 Dec 31, 2025$2.2M9 Dec 31, 2024+428.7%
Finite-lived intangibles, net$37.2M9 Dec 31, 2025$13.0M9 Dec 31, 2024+186.1%

Properties, in its own words

Our corporate headquarters are located in Palo Alto, California, where we lease approximately 21,615 square feet of office space pursuant to a lease that expires in September 2032.

We believe our current facilities are adequate to meet our needs for the immediate future, and that, should we require additional office space, suitable additional space will be available in the future. See “Note 6—Leases” of the notes to our consolidated financial statements included elsewhere in this Annual Report for additional information on our leased properties.

Item 2 of the 10-K filed Feb 13, 2026.17

The story

1998–2015: Early history

Elance was founded in 1998 by Bernard Sheth and Srini Anumolu in Jersey City. In December 1999, the company's 22 employees relocated to Sunnyvale, in California's Silicon Valley. Elance's first product was the Elance Small Business Marketplace. In 2001, Anumolu, by then eLance's general manager, was indicted on securities fraud charges over kickbacks he was alleged to have taken while working at New York Life before co-founding the company. The company declined to comment.

oDesk was founded in 2003 by Odysseas Tsatalos and Stratis Karamanlakis, who collaborated remotely between the United States and Greece. Originally created as a staffing firm, oDesk eventually became an online marketplace that allowed registered users to find, hire, and collaborate with remote workers.

Elance and oDesk announced their merger on December 18, 2013, to create Elance-oDesk.

2015–present: Upwork

In 2015, Elance-oDesk was renamed as Upwork, which coincided with an upgrade of the oDesk platform under the same name. The newly named Upwork also planned to phase out the Elance platform within a couple of years. In 2016, the company replaced its flat freelancer fee with a sliding scale, a change that drew protests from users.

The company was listed on the Inc. magazine 5000 list from 2009 to 2014 and filed for an initial public offering on October 3, 2018.

In January 2020, Hayden Brown was appointed CEO of Upwork. In March 2022, Upwork was named to Time's list of TIME100 Most Influential Companies of 2022.

In 2023, the company launched a hub for AI-related services. In 2025, Upwork partnered with OpenAI. In 2024, the company introduced "Uma", an AI assistant. The system was built on large language models trained on platform data.

In September 2024, the activist investor Engine Capital disclosed a four percent stake in Upwork and called for changes to the company's board, saying the company needed to fix "foundational issues". Upwork's shares had fallen 37 percent since the start of the year. The following month, the company reported a quarterly profit of $28 million and cut 21 percent of its workforce.

Read the full text

Beginning in 2023, Upwork acquired the AI video conferencing platform Headroom; the search-as-service company ObjectiveAI in 2024; and in 2025 the workforce management company Bubty and Ascen, a compliance and EOR company.

For the 2025 fiscal year the company reported net income of $115.4 million, down 46 percent from $215.6 million the year before. On May 7, 2026, Upwork announced its second layoff of 25% of its workforce within two years. Its shares fell roughly 19 percent over the following five trading sessions, extending a decline of more than 50 percent over the previous 52 weeks. In the second quarter of 2026, Upwork reported year-over-year declines in gross services volume, revenue and active clients.

From Wikipedia’s article on Upwork, shared under CC BY-SA 4.0.7

Leadership

Who has led Upwork, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Stephane Kasriel2018–2019
  2. Hayden Brown2020–now

President

  1. Stephane Kasriel2018–2019
  2. Hayden Brown2020–now

Chief financial officer

  1. Brian K. Kinion2018–2020
  2. Jeff McCombs2020–2022
  3. Erica Gessert2023–now

Chief operating officer

  1. Anthony Ray Kappus2026–now
20202025
Board members and other officers (18)

Products and brands

Businesses and individuals connect through the Upwork platform to conduct business. Clients post a description of their job and a price range they are willing to pay for a freelancer to complete it. The client may invite specific freelancers to apply for their jobs, or post the job for any freelancer who is interested to apply. Once the client has chosen who they want to complete the job, they hire that freelancer by sending a contract with set hours, pay rate, and a deadline for the work to be completed. Freelancers are also required to purchase "connects" in order to be able to bid for jobs.

Fees

Until 2016, Upwork charged freelancers a flat fee of 10 percent of their earnings. In May 2016 the company replaced it with a sliding scale based on a freelancer's lifetime billings to each client: 20 percent on the first $500, 10 percent on billings up to $10,000, and 5 percent beyond that, with a separate 2.75 percent payment-processing charge for clients. Chief executive Stephane Kasriel said the change was meant to encourage longer-term projects and that the company was losing money on smaller jobs. Freelancers protested on Twitter and Reddit. In a survey of 226 freelancers posted in Upwork's online community, nearly 78 percent said their average contract per client was under $500, meaning their fees would double.

From Wikipedia’s article on Upwork, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Ascen Inc. Delaware8
  • Ascen Workforce Canada Inc. Canada8
  • Ascen Workforce, LLC Delaware8
  • Bubty B.V. Netherlands8
  • Elance LLC Delaware8
  • Elance Limited Ireland8
  • Lifted Solutions LLC Delaware8
  • Lifted Talent Group LLC Delaware8
  • Payment Escrow Inc. Delaware8
  • Tallance B.V. Netherlands8
  • UPW Holdco, Inc. Delaware8
  • Upwork Global LLC California8
  • Upwork Payments Inc. Delaware8
  • Upwork Services LLC Delaware8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 20246301

Former names

  • Upwork Inc.Jun 4, 2018 to Apr 20, 20216

Timeline

  1. Aug 10, 20268-K Results of operations42
  2. Jul 16, 20268-K Executive or director change43
  3. Jun 23, 20268-K Entered a material agreement; New debt or obligation44
  4. Jun 5, 20268-K Executive or director change; Shareholder vote45
  5. May 7, 20268-K Results of operations; Exit or restructuring costs; Regulation FD disclosure46
  6. Mar 18, 20268-K Executive or director change47
  7. Feb 18, 20268-K Other events48
  8. Feb 9, 20268-K Results of operations; Bylaws or fiscal year changed49
  9. Dec 11, 20258-K Executive or director change50
  10. Nov 3, 20258-K Results of operations51
  11. Sep 3, 20258-K Regulation FD disclosure52
  12. Aug 12, 20258-K Executive or director change; Regulation FD disclosure53
  13. Jan 1, 2020New chief executive Hayden Brown becomes CEO1
  14. Oct 2, 2018New chief executive Stephane Kasriel becomes CEO19
  15. 2015Founded Founded in Delaware1

Calendar

Coming up

  1. Nov 2, 2026 · After the closeReports results for the quarter ending Sep/202654

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results42
  2. May 7, 2026Reported quarterly or annual results46
  3. Feb 9, 2026Reported quarterly or annual results49
  4. Nov 3, 2025Reported quarterly or annual results51
  5. Aug 6, 2025Reported quarterly or annual results55
  6. May 5, 2025Reported quarterly or annual results56
  7. Feb 12, 2025Reported quarterly or annual results57
  8. Nov 6, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

500 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 41 major events, 236 insider forms, 31 large holders, 172 other. The latest 20:

  1. Sep 22, 20264 PRIMARY DOCUMENT EDGAR
  2. Sep 22, 20264 PRIMARY DOCUMENT EDGAR
  3. Sep 22, 20264 PRIMARY DOCUMENT EDGAR
  4. Sep 22, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 18, 2026144 EDGAR
  6. Sep 18, 2026144 EDGAR
  7. Sep 18, 2026144 EDGAR
  8. Aug 20, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 20, 20264 PRIMARY DOCUMENT EDGAR
  10. Aug 20, 20264 PRIMARY DOCUMENT EDGAR
  11. Aug 18, 2026144 EDGAR
  12. Aug 18, 2026144 EDGAR
  13. Aug 18, 2026144 EDGAR
  14. Aug 14, 2026SCHEDULE 13G EDGAR
  15. Aug 10, 202610-Q EDGAR
  16. Aug 10, 20268-K EDGAR
  17. Jul 30, 2026SCHEDULE 13G/A EDGAR
  18. Jul 21, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 16, 20268-K EDGAR
  20. Jun 23, 20264 PRIMARY DOCUMENT EDGAR

The 500 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

221 open-market trades by officers, directors and large owners since October 2021: 1 buys and 220 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 18, 2026Gessert EricaChief Financial OfficerSale9,336$8.45$78.9KForm 4
Sep 18, 2026Mekhalfa SabrinaChief Accounting OfficerSale1,299$8.45$11.0KForm 4
Sep 18, 2026Kappus Anthony RayGM & Chief Operating OfficerSale45,732$8.45$386.4KForm 4
Sep 18, 2026Brown HaydenPresident & CEOSale23,893$8.45$201.9KForm 4
Aug 18, 2026Gessert EricaChief Financial OfficerSale22,844$8.43$192.6KForm 4
Aug 18, 2026Kappus Anthony RayGM & Chief Operating OfficerSale1,964$8.43$16.6KForm 4
Aug 18, 2026Brown HaydenPresident & CEOSale73,241$8.43$617.4KForm 4
Jul 18, 2026Kappus Anthony RayGM & Chief Operating OfficerSale558$9.06$5.1KForm 4
Jun 18, 2026Gessert EricaChief Financial OfficerSale9,169$8.15$74.7KForm 4
Jun 18, 2026Mekhalfa SabrinaChief Accounting OfficerSale1,276$8.15$10.4KForm 4
Jun 18, 2026Brown HaydenPresident & CEOSale23,468$8.15$191.3KForm 4
May 18, 2026Gessert EricaChief Financial OfficerSale22,162$8.66$191.9KForm 4
May 18, 2026Kappus Anthony RayGM & Chief Operating OfficerSale1,905$8.66$16.5KForm 4
May 18, 2026Brown HaydenPresident & CEOSale72,546$8.60$623.7KForm 4
Mar 19, 2026Bottoms DaveGM, MarketplaceSale7,000$11.49$80.4KForm 4
Mar 18, 2026Bottoms DaveGM, MarketplaceSale11,575$12.31$142.5KForm 4
Mar 18, 2026Gessert EricaChief Financial OfficerSale9,278$12.31$114.2KForm 4
Mar 18, 2026Mekhalfa SabrinaChief Accounting OfficerSale1,482$12.31$18.2KForm 4
Mar 18, 2026Brown HaydenPresident & CEOSale23,745$12.31$292.3KForm 4
Feb 19, 2026Bottoms DaveGM, MarketplaceSale15,649$13.51$211.4KForm 4

All 221 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Hayden BrownPresident and Chief Executive Officer$625.0K$17.1M68
2025Erica GessertChief Financial Officer$606.4K$5.6M68
2025David T. BottomsGM, Marketplace$478.2K$3.5M68
2024Hayden BrownPresident and Chief Executive Officer$595.0K$9.9M68
2024Erica GessertChief Financial Officer$572.9K$4.4M68
2024David T. BottomsGM, Marketplace$445.1K$3.1M68
2023Hayden BrownPresident and Chief Executive Officer$570.0K$9.5M68
2023Erica GessertChief Financial Officer$5.0M$5.5M68

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.19,259,723$161.0M0.0%+403,601
Vanguard Portfolio Management LLC7,898,745$66.0M0.0%+124,397
Ancient Art, L.P.7,228,530$60.4M12.3%+1,268,621
Vanguard Capital Management LLC5,313,767$44.4M0.0%−298,931
State Street Corp5,195,259$43.4M0.0%+69,917
Capital International Investors4,857,612$40.6M0.0%+134,054
Dimensional Fund Advisors LP4,743,484$39.7M0.0%+1,027,868
Goldman Sachs Group Inc4,270,252$35.7M0.0%+1,719,424
Geode Capital Management, LLC3,253,955$27.2M0.0%+110,675
Rice Hall James & Associates, LLC2,776,805$23.2M1.1%+1,468,638
Morgan Stanley2,463,966$20.6M0.0%+1,278,271
Invenomic Capital Management LP2,406,922$20.1M1.2%+492,421
UBS Group AG2,142,846$17.9M0.0%+586,335
Millennium Management LLC1,853,448$15.5M0.0%+818,027
Renaissance Technologies LLC1,681,020$14.1M0.0%−359,300
Citadel Advisors LLC1,655,618$13.8M0.0%+1,424,134
Jupiter Asset Management Ltd1,578,957$13.2M0.1%+150,657
Two Sigma Investments, LP1,499,477$12.5M0.0%+733,168
Arrowstreet Capital, Limited Partnership1,481,789$12.4M0.0%+1,250,959
American Century Companies Inc1,307,824$10.9M0.0%+1,951
Northern Trust Corp1,270,108$10.6M0.0%+27,526
Principal Financial Group Inc1,119,357$9.4M0.0%+21,676
Aqr Capital Management LLC1,083,475$9.1M0.0%+926,910
Royce & Associates LP1,076,689$9.0M0.1%New
OP Asset Management Ltd980,461$8.2M0.1%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Upwork is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUPWORK, INC2
  • CIK0001627475
  • Employer ID (EIN)46-433768217
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address530 Lytton Avenue, Suite 301, Palo Alto, CA 943012
  • Mailing address3490 S 4400 W #70008, West Valley City, UT 841202
  • Phone650-316-75002
  • Shares outstanding124,903,365 as of Jul 31, 202615
  • Public float$1.7B as of Jun 30, 202517
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceJun 4, 20182
  • Filings745 in all: 4 (347), 144 (136), 8-K (68), 3 (27), SC 13G/A (26), 10-Q (24), CORRESP (12), SC 13G (12)2
    All 32 form types

    UPLOAD (12), DEFA14A (10), 4/A (9), S-8 (9), SCHEDULE 13G/A (9), 10-K (8), DEF 14A (8), ARS (4), SCHEDULE 13G (4), 5 (3), DRSLTR (3), S-1/A (2), 144/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRS/A (1), EFFECT (1), FWP (1), PRE 14A (1), S-1 (1), S-1MEF (1)

  • Latest filingsAnnual report (10-K) Feb 13, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Aug 10, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareUPWKThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 13, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Upwork names in Item 1A of its 10-K filed Feb 13, 2026: 42 risks under these headings, as written.17

  • Risks Related to our Business Operations, Execution, and Growth
  • Our growth depends on our ability to attract and retain a community of talent and clients, and the failure to maintain or grow our community of active customers in a cost-effective manner or at all could adversely impact our business, operating results, and financial condition.
  • We have experienced growth in recent periods and expect to invest in our growth in the future. If we are unable to maintain similar levels of growth or manage future growth, our business, operating results, and financial condition could be adversely affected.
  • We continue to evolve our business strategy, offerings and pricing models, and changes that we make can adversely affect our business and make it difficult to evaluate our future prospects.
  • If we are unable to maintain our banking and payment partner relationships on favorable terms, or at all, our business could be adversely affected.
  • Our business depends in part on the success of our strategic relationships with third parties and their continued performance.
  • We face payment and fraud risks that could adversely impact our business.
  • Customers circumvent our platforms and other workforce solutions, which adversely impacts our business.
  • Issues relating to artificial intelligence and machine learning could adversely affect our business, operating results, and financial condition.
  • We are subject to disputes with or between our customers.
  • We face risks related to our international community of customers, which could increase as we seek to expand our international footprint.
  • Our business depends largely on our ability to attract and retain talented employees, including senior management and key personnel. If we lose the services of Hayden Brown, our President and Chief Executive Officer, or other members of our senior management team or key personnel, we may not be able to execute on our business strategy.
The other 31 risks
  • Acquisitions, investments, and other strategic transactions could result in operating difficulties and harm our business.
  • Risks Related to Our Industry, Offerings, and Services
  • If the market for independent talent and the services they offer does not grow, our business, operating results, and financial condition could be adversely affected.
  • If we are not able to develop and release new offerings and services or successful enhancements to our existing offerings and services, our business could be adversely affected.
  • If internet search engines’ methodologies or other channels that we utilize to direct traffic to our websites are modified to our disadvantage, or our search result page rankings decline for other reasons, our customer growth could decline.
  • We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results, and financial condition.
  • If we or our third-party partners experience a security breach, other hacking or phishing attack, ransomware or other malware attack, or other privacy or security incident, our platforms and other workforce solutions may be perceived as not being secure, our reputation may be harmed, demand for our offerings may be reduced, our operations may be disrupted, we may incur significant legal costs, fines, or liabilities, and our business could be adversely affected.
  • If we fail to maintain and enhance our brands and reputation, our business and financial condition may be adversely affected.
  • Business or system errors, defects, or disruptions could diminish demand, adversely impact our business, operating results, and financial condition, and subject us to liability.
  • Our ability to attract and retain customers depends in part on the quality of our customer support, and any failure to offer high-quality support could adversely impact our business, operating results, and financial condition.
  • Our customer growth and engagement on mobile devices depend upon third parties maintaining open application marketplaces and effective operation with mobile operating systems, networks, and standards that we do not control.
  • Risks Related to Legal and Regulatory Matters
  • Worker Classification
  • Privacy and Data Protection
  • Artificial Intelligence
  • Anti-Corruption, Anti-Money Laundering, and Sanctions
  • Export Controls
  • We are vulnerable to intellectual property infringement claims and challenges to our intellectual property rights brought against us by third parties.
  • Failure to protect our intellectual property could adversely affect our business.
  • The use of open source software could restrict our ability to market or operate our platforms and could negatively affect our business.
  • Litigation could have a material adverse impact on our operating results and financial condition.
  • If we are deemed to be an investment company under the Investment Company Act of 1940, our results of operations could be harmed.
  • Risks Related to Finance, Accounting, and Tax Matters
  • We have a history of net losses, may increase our operating expenses in the future, and may not be able to sustain profitability.
  • Our operating results and performance metrics may fluctuate from period to period, which makes our future results difficult to predict.
  • The applicability of sales, use, and other tax laws or regulations on our business could subject us or our customers to additional tax liability and related interest and penalties, and adversely impact our business.
  • We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics may not accurately reflect certain details of our business, are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes is limited.
  • We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our business, operating results, and financial condition.
  • Risks Related to Ownership of Our Common Stock
  • The stock price of our common stock has been and may continue to be volatile, and you could lose all or part of your investment.
  • We cannot guarantee that the 2025 Share Repurchase Authorization will be fully consummated or that share repurchases will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stock and diminish our cash reserves.
  • Sales of substantial amounts of our common stock in the public markets, particularly sales by our directors, executive officers, and significant stockholders, or the perception that these sales could occur, could cause the market price of our common stock to decline and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
  • We do not intend to pay dividends for the foreseeable future.
  • Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our common stock.
  • Risks Related to Our Convertible Senior Notes
  • Our indebtedness could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, operating results, and financial condition.
  • The capped call transactions may affect the value of our common stock.
  • General Risks
  • Adverse or changing economic conditions may negatively impact our business.

Legal proceedings

We are not a party to any material pending legal proceedings. See “Note 9—Commitments and Contingencies” of the notes to our consolidated financial statements included elsewhere in this Annual Report for additional information on our commitments and contingencies.

The opening of Item 3, Legal Proceedings.17

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