UPWK — what changed in the latest 10-Q

Text added 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…

• (1) For the three and six months ended June 30, 2026, we incurred $13.8 million in costs related to the 2026 Restructuring. Of this amount, $12.8 million is included in Other, while the remaining amount is allocated between “Stock-based compensation expense” and “Other Income, net”. See “Note 13—Res…

Text removed 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 added vs the prior filing · source: 10-Q · 2026-08-10

• Borrowings under the Revolving Credit Facility bear interest at variable rates and therefore expose us to interest rate risk. As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility. To the extent we borrow under the Revolving Credit Facility in the future, our …

• 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 removed 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 added 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,…

• To grow and maintain our business, offerings, and features, we need to continue to establish and maintain relationships with third parties, such as staffing providers, software and technology vendors, including third-party providers of AI technologies, and payment processing and disbursement provide…

• with which we have strategic relationships will continue to offer the services for which we rely on them at economically reasonable terms or at all, maintain compliance with applicable regulations or usage restrictions, or devote the resources necessary to expand our reach, increase our distribution…

• Our business depends on customers transacting through our platforms and other workforce solutions. Despite our efforts to prevent them from doing so, customers circumvent our platforms and other workforce solutions and engage with or take payment through other means to avoid fees, and it is difficul…

• The Upwork Marketplace connects businesses with on-demand access to highly skilled independent talent worldwide. The market for online independent talent and the services they offer is relatively new, rapidly evolving, and unproven, and it is difficult to predict the size, growth rate, and expansion…

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

• 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,…

• 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…

• To grow our business, we need to continue to establish and maintain relationships with third parties, such as staffing providers, software and technology vendors, and payment processing and disbursement providers. We also have several partnerships that enable us to integrate AI tools into the Upwork…

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

• Our business depends on customers transacting through our platforms and other workforce solutions. Despite our efforts to prevent them from doing so, customers circumvent our platforms and other workforce solutions and engage with or take payment through other means to avoid fees, and it is difficul…

Text removed 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…