UPWK — what changed in the latest 10-Q
A section-by-section comparison of UPWK's newest periodic SEC filing (10-K/10-Q) against the prior same-form filing: paragraphs added and removed per section, with verbatim excerpts. Purely a deterministic text diff — no similarity scores, no directional read, not investment advice.
Comparing 10-Q · 2026-11-02 vs the prior 10-Q · 2026-08-10
| Section | Outcome | Added | Removed | Minor | Unchanged |
|---|---|---|---|---|---|
| MD&A | Text added/removed | +41 | −24 | ~38 | 58 |
| Market risk (Item 3) | Text added/removed | +1 | −1 | ~4 | 3 |
| Controls & procedures | Text added/removed | 0 | 0 | ~3 | 0 |
| Legal proceedings | No paragraph-level changes | 0 | 0 | 0 | 1 |
| Risk factors | Text added/removed | +12 | −15 | ~29 | 226 |
| Other information | Text added/removed | 0 | 0 | ~1 | 0 |
Counts are paragraphs; added/removed means text added or removed vs the prior filing — no direction or judgement implied.
Representative excerpts
Up to 5 excerpts of about 300 characters per section, quoted verbatim from the two SEC filings.
MD&A
Text added vs the prior filing · source: 10-Q · 2026-11-02
growth despite lower revenue for the three and nine months ended September 30, 2026 and lower net income for the nine months ended September 30, 2026.
Marketplace revenue decreased 9% to $159.3 million and 3% to $496.9 million, for the three and nine months ended September 30, 2026, respectively, as compared to $174.6 million and $511.5 million in the same periods in 2025, respectively.
Marketplace take rate increased to 20.0% and 19.7% for the three and nine months ended September 30, 2026, respectively, as compared to 18.9% and 18.6% in the same periods in 2025, respectively, reflecting the growing contributions from ads and monetization, increased adoption of Business Plus, and …
Enterprise revenue decreased 3% to $26.3 million and 3% to $75.9 million, for the three and nine months ended September 30, 2026, respectively, as compared to $27.2 million and $77.9 million in the same periods in 2025, respectively. Unless otherwise indicated, Enterprise results discussed herein in…
During the three months ended September 30, 2026, we generated net income of $31.8 million and adjusted EBITDA of $63.8 million, compared to net income of $29.3 million and adjusted EBITDA of $59.6 million during the same period in 2025. During the nine months ended September 30, 2026, we generated …
Text removed vs the prior filing · source: 10-Q · 2026-08-10
Marketplace revenue decreased to $166.9 million, or (2)%, for the three months ended June 30, 2026, as compared to $170.7 million in the same period in 2025. Marketplace revenue was relatively flat for the six months ended June 30, 2026, as compared to the same period in 2025. Marketplace take rate …
Enterprise revenue increased to $24.8 million, or 2%, for the three months ended June 30, 2026, as compared to $24.3 million in the same period in 2025. Enterprise revenue decreased to $49.6 million, or (2)%, for the six months ended June 30, 2026, as compared to $50.7 million in the same period in …
During the three months ended June 30, 2026, we generated net income of $25.4 million and adjusted EBITDA of $64.1 million, compared to net income of $32.7 million and adjusted EBITDA of $57.1 million during the same period in 2025. During the six months ended June 30, 2026, we generated net income …
The decreases in net income of $7.3 million and $13.6 million, for the three and six months ended June 30, 2026, respectively, were primarily attributable to a decline in gross profit, reflecting higher cost of revenue driven by increased amortization of capitalized internal-use software and platfor…
During the three and six months ended June 30, 2026, GSV decreased 4% and 2%, respectively, as compared to the same periods in 2025. The decreases for both periods were primarily driven by declines in client acquisition and retention, partially offset by growth in Enterprise Solutions driven by the …
Market risk (Item 3)
Text added vs the prior filing · source: 10-Q · 2026-11-02
The Notes bore interest at a fixed rate. We repaid the $361.0 million aggregate principal amount of the Notes at maturity on August 15, 2026. As of September 30, 2026, no Notes were outstanding, and as of December 31, 2025, $361.0 million aggregate principal amount of the Notes was outstanding.
Text removed vs the prior filing · source: 10-Q · 2026-08-10
Borrowings under the Notes have a fixed interest rate. As of each of June 30, 2026 and December 31, 2025, we had $361.0 million aggregate principal amount of borrowings outstanding under the Notes.
Risk factors
Text added vs the prior filing · source: 10-Q · 2026-11-02
current and prospective customer base. For example, in August 2025, we launched Lifted, our enterprise-focused subsidiary offering a broader range of contingent work solutions for large enterprises.
Changes in our offerings and pricing model and the continued evolution of our business strategy and brand positioning subject us to a number of uncertainties, including our ability to plan for and project future growth and performance. Creating or modifying offerings is expensive and time consuming,…
websites may not be prominent enough to drive sufficient traffic to our websites, and we may not be able to influence search engine results.
Many of our current and potential competitors enjoy substantial competitive advantages, such as: greater name recognition and brand reputation; pre-existing relationships with desirable clients; more experience with international operations and localization of their offerings; longer operating histo…
reimbursement obligations, or class-action settlements (including under the California Consumer Privacy Act of 2018, which we refer to as the CCPA). Breach notification laws continue to evolve and may be inconsistent between jurisdictions. Complying with these obligations could cause us to incur sub…
Text removed vs the prior filing · source: 10-Q · 2026-08-10
Changes in our offerings and pricing model and the continued evolution of our business strategy and brand positioning subject us to a number of uncertainties, including our ability to plan for and project future growth and performance. Creating or modifying offerings is expensive and time consuming,…
Many of our current and potential competitors enjoy substantial competitive advantages, such as: greater name recognition and brand reputation; pre-existing relationships with desirable clients; more experience with international operations and localization of their offerings; longer operating histo…
technical, and other resources; more customers; newer technologies; and, in some cases, the ability to rapidly combine online platforms with traditional staffing and contingent worker solutions. These companies may use these advantages to offer products and services similar to ours at a lower price,…
inconsistent between jurisdictions. Complying with these obligations could cause us to incur substantial costs and harm our reputation.
In addition, various countries regulate the import and export of certain encryption and other technology, including imposing import and export permitting and licensing requirements, and have enacted and may
How to read Risk Factors (Item 1A) in a 10-Q
A 10-Q risk-factor section usually takes one of three forms; this page classifies it as one of:
- Pointer — the filer states there have been no material changes and points back to the annual 10-K risk factors; there is no own risk text to compare this quarter.
- Partial update — the filer carves out specific updated risks ("except as set forth below"); the excerpts show exactly what is new this quarter.
- Restated in full — the quarter carries the complete risk-factor text. When the prior quarter was only a pointer there is no prior full text to diff against, so the page flags the section as restated instead.
This describes the filing structure only — it is never a judgement on whether risk went up or down.
Source: text-level diff of the two SEC EDGAR filings · deterministic (no AI-generated content) · for reference only · not investment advice