UPWK — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-07

• The execution of these initiatives delivered measurable financial benefits across our business and contributed to Marketplace take rate expansion and revenue growth for the three months ended March 31, 2026. Marketplace revenue increased to $170.7 million, or 3%, for the three months ended March 31,…

• Enterprise revenue decreased to $24.8 million, or (6)%, for the three months ended March 31, 2026, as compared to $26.4 million in the same period in 2025, largely due to a reduction in client spend resulting

• from reduced efforts to acquire new customers as we prioritized the transition of Enterprise clients to the Lifted platform. Unless otherwise indicated, Enterprise results discussed herein include the results of Ascen and Bubty following the date that each was acquired by Lifted.

• During the three months ended March 31, 2026, we generated net income of $31.5 million, compared to net income of $37.7 million during the same period in 2025. The decrease in net income primarily reflects increased cost of revenue and operating expenses driven by our continued investment in the bus…

• Adjusted EBITDA was $57.4 million for the three months ended March 31, 2026, as compared to $56.0 million during the same period in 2025.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• The execution of these initiatives delivered measurable financial benefits across our business. These strategic initiatives contributed to Marketplace take rate expansion and revenue growth in the three and nine months ended September 30, 2025.

• Marketplace revenue increased to $174.6 million, or 4%, and $511.5 million, or 3%, for the three and nine months ended September 30, 2025, respectively, as compared to $167.3 million and $498.5 million in the same periods in 2024, respectively.

• Marketplace take rate increased to 18.9% and 18.6% for the three and nine months ended September 30, 2025, respectively, as compared to 18.3% and 18.0% in the same periods in 2024, respectively, reflecting

• the growing contributions from ads and monetization products. We expect Marketplace take rate to remain relatively constant throughout the remainder of 2025.

• Enterprise revenue increased to $27.2 million, or 3%, for the three months ended September 30, 2025, as compared to $26.4 million in the same period in 2024. Enterprise revenue decreased to $77.9 million, or 2%. for the nine months ended September 30, 2025, as compared to $79.4 million in the same p…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• Our operating results and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. In addition to the U.S. dollar, we offer clients the option to settle invoices denominated in the U.S. dollar in the following currencies: Euro, British Pound, Australian dollar, Canad…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Our operating results and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. In addition to the U.S. dollar, we offer clients the option to settle invoices denominated in the U.S. dollar in the following currencies: Euro, British Pound, Australian dollar, Canad…

• Danish krone, Swedish krona, Turkish lira, Japanese yen, and Hong Kong dollar. When clients make payments in one of these currencies, we are exposed to foreign currency risk during the period between when payment is made and when the payment amounts settle. To mitigate this risk, we may enter into f…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• Our management, with the participation of our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Excha…

• Our disclosure controls and procedures are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to a…

• There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Our management, with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange …

• During the three months ended September 30, 2025, we completed the implementation of a new enterprise resource planning, or ERP system. As part of the implementation, we have designed new internal controls and modified and/or enhanced existing internal controls in order to align with the new system …

Text added vs the prior filing · source: 10-Q · 2026-05-07

• •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.

• Clients have diverse options to find and engage service providers, including other online or offline platforms, staffing firms and agencies, by engaging service providers directly, or by hiring temporary, full-time, or part-time employees directly or through an agency. Clients may decrease or cease …

• Talent similarly have many different ways of marketing their services, securing clients, and obtaining payments from clients, and the competition from offline and online models is significant. Likewise, there may be impediments to talent who would like to provide services to clients through our plat…

• changes to our pricing model, offerings, and sales and marketing efforts, including increased customer dissatisfaction, harm to our reputation, increased circumvention rates, reductions in the number, size, or completion rate of client projects, or a failure to attract and retain customers. Addition…

• business, or one or more of our partners materially changes its business, our business, operating results, and financial condition may be adversely impacted.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• •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.

• Talent have many different ways of marketing their services, securing clients, and obtaining payments from clients, and the competition from offline and online models is significant. Likewise, there may be impediments to talent who would like to provide services to clients through our platforms and …

• workforce solutions, including geopolitical events such as Russia’s invasion of Ukraine in February 2022, which resulted in immediate reductions in activity from customers in the region.

• Clients have similarly diverse options to find and engage service providers, including other online or offline platforms, staffing firms and agencies, by engaging service providers directly, or by hiring temporary, full-time, or part-time employees directly or through an agency. Clients may decrease…

• restructuring plan announced in October 2024. If there are unforeseen expenses associated with such realignments in our business strategies, and we incur unanticipated charges or liabilities, then we may not be able to effectively realize the expected cost savings or other benefits of such actions. …

Text added vs the prior filing · source: 10-Q · 2026-05-07

• the affirmative defense of Rule 10b5-1(c) under the Exchange Act, which is referred to as the Sales Plan, as set forth in the table below.

• The Sales Plan included a representation from Ms. Mekhalfa to the broker administering the plan that she was not in possession of any material nonpublic information regarding Upwork or the Upwork securities subject to the Sales Plan. A similar representation was made to us in connection with the ado…

• (1) The trading arrangement will be in effect until the earlier of (i) the expiration date set forth in the table and (ii) the date on which the maximum number of shares of our common stock subject to the Sales Plan have been sold thereunder.

• (2) Includes up to 8,942 shares issuable upon the vesting of restricted stock units, which we refer to as RSUs, previously granted to Ms. Mekhalfa that will vest and be released to Ms. Mekhalfa on or prior to the expiration date, subject to Ms. Mekhalfa’s continued service on each vesting date and l…