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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)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| 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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| 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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| 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 |
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 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 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 10.3 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 |
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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| 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 |
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 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 |
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 |
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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| 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 |
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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| 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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| 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 |
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 |
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 |
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 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 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 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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| 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 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 |
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 |
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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| 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, 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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| 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, 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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| 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 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 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 |
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 |
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 |
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 |
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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| 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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| 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 15, 2024 |
As filed with the Securities and Exchange Commission on February 15, 2024 Registration No. |
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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 |
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 |
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 |
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 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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| 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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| 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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| 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, 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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| 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 |
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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| 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 |
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 |
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 |
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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| 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 |
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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| 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 |
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 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 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 |
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 |
As filed with the Securities and Exchange Commission on February 16, 2023 Registration No. |
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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 |
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 |
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 |
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 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 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 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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| 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 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 |
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 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 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 |
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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| 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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| 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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| 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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| 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 |
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 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 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 |
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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| 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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| 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 |
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 |
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 |
As filed with the Securities and Exchange Commission on February 15, 2022 Registration No. |
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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 15, 2022 |
Lease Agreement, dated May 14, 2014, by and between Upwork and CLPF, as amended. |
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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 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 |
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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| 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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| 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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| 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 |
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 |
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 |
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 |
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 |
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 |
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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| 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 |
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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| 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 |
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 |
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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| 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 |
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 |
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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| 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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| 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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| 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 |
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 |
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 |
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 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 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 |
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 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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| 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 |
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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| 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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| 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 |
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 |
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 |
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 10.4 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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| 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 |
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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| 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 |
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 |
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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| 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 |
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-10.2 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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| 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 |
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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| 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 |
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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| 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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| 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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| 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 |
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 |
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 |
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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| 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 |
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 |
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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| February 26, 2020 |
EX-99.1 2 exhibit991pressrelease.htm EX-99.1 Exhibit 99.1 Upwork Reports Fourth Quarter and Full Year 2019 Financial Results Full Year 2019 ASC 606 Revenue of $300.6 Million Full Year 2019 ASC 605 Revenue of $302.6 Million Increased 19% Year-Over-Year Santa Clara, CA – February 26, 2020 – Upwork Inc. (Nasdaq: UPWK), the largest online talent solution, as measured by gross services volume (“GSV”), |
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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 |
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| February 14, 2020 |
UPWK / Upwork Inc. / Globespan Capital Partners Iv Lp - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Upwork Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2020 |
UPWK / Upwork Inc. / Sg Growth Partners I Lp - SC 13G/A Passive Investment SC 13G/A 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, par value $0.0001 per share (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 12, 2020 |
UPWK / Upwork Inc. / Benchmark Capital Partners V L P - SCHEDULE 13G/A Passive Investment 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. 2)* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) |
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| February 11, 2020 |
UPWK / Upwork Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 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, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c |
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| February 10, 2020 |
UPWK / Upwork Inc. / Sigma Partners 6 Lp - SC 13G/A Passive Investment 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. 1)* UPWORK INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP Number) DECEMBER 31, 2019 (Date of Event Which Requi |
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| January 28, 2020 |
EX-3.1 2 ex31amendedandrestatedby.htm EX-3.1 UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on January 24, 2020 UPWORK INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Annual Meetings ............................................................................................... 1 Special Meetings ................................ |
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| January 28, 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): January 24, 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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| December 9, 2019 |
EX-99.1 2 d747180dex991.htm EX-99.1 Exhibit 99.1 UPWORK ANNOUNCES LEADERSHIP TRANSITION President & CEO Stephane Kasriel to Step Down at Year End; Board Appoints Chief Marketing & Product Officer Hayden Brown as President & CEO Company Reaffirms Fourth Quarter 2019 and Full Year 2019 Outlook SANTA CLARA, Calif. – December 9 2019 – Upwork Inc. (Nasdaq: UPWK), the largest online talent solution, as |
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| December 9, 2019 |
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 3, 2019 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 6, 2019 |
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): November 6, 2019 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 6, 2019 |
Upwork Reports Third Quarter 2019 Financial Results EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 EXHIBIT 99.1 Upwork Reports Third Quarter 2019 Financial Results •Revenue grew 23% year-over-year to $78.8 million •Marketplace revenue grew 25% year-over-year to $70.7 million •Core clients grew 19% year-over-year to approximately 120,500 •Client spend retention was 104%, with client spend retention from clients on the Upwork Business and Enterpri |
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| November 6, 2019 |
stockholderletter Q3 2019 Financial and Business Highlights November 6, 2019 UPWORK STOCKHOLDER LETTER Q3 2019 1 Q3 2019 Financial and Business Highlights • Revenue grew 23% year-over-year to $78. |
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| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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. |
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| August 7, 2019 |
EX-99.2 3 exhibit992lettertoshareh.htm EXHIBIT 99.2 Q2 2019 Financial and Business Highlights August 7, 2019 UPWORK STOCKHOLDER LETTER Q2 2019 1 Q2 2019 Financial and Business Highlights • Gross Services Volume (GSV) grew 20% year-over-year to $518.8 million • Revenue grew 18% year-over-year to $74.3 million • Core clients grew 21% year-over-year to 116,000 • Gross Margin expanded more than 3 poin |
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| August 7, 2019 |
Upwork Reports Second Quarter 2019 Financial Results EX-99.1 2 exhibit991pressrelease2q19.htm EXHIBIT 99.1 EXHIBIT 99.1 Upwork Reports Second Quarter 2019 Financial Results • Gross Services Volume (GSV) grew 20% year-over-year to $518.8 million • Revenue grew 18% year-over-year to $74.3 million • Core clients grew 21% year-over-year to approximately 116,000 • Gross Margin expanded more than 3 points year-over-year to 71% Santa Clara, CA - August 7, |
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| August 7, 2019 |
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): August 7, 2019 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, 2019 |
Offer Letter Addendum, dated May 3, 2019, by and between Upwork and Hayden Brown. Exhibit 10.1 May 3, 2019 Hayden Brown Re: Your New Role Dear Hayden: I am very pleased to confirm your new role of Chief Marketing and Product Officer, effective as of April 1, 2019. You will continue reporting to me. In consideration for your new role, we have made the following changes to your compensation, effective as of April 1, 2019. Each of these changes is contingent upon you leading Upwor |
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| August 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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. |
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| August 7, 2019 |
Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan. Exhibit 10.2 June 17, 2019 Leela Srinivasan Re: Upwork Inc. Board of Directors Dear Leela: 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 addition |
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| July 11, 2019 |
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 9, 2019 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 6, 2019 |
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 5, 2019 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 8, 2019 |
Upwork Reports First Quarter 2019 Financial Results EXHIBIT 99.1 Upwork Reports First Quarter 2019 Financial Results • Gross services volume (GSV) increased by 21% year-over-year to $487 million for the first quarter of 2019 • Revenue increased by 16% year-over-year to $68.9 million for the first quarter of 2019 • Core clients grew 22% year-over-year to approximately 111,000 as of March 31, 2019 • Client spend retention increased to 107% as of Marc |
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| May 8, 2019 |
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 3, 2019 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 8, 2019 |
Upwork Performance Bonus Plan. EX-10.2 3 exhibit102omnibusbonusplan.htm EXHIBIT 10.2 EXHIBIT 10.2 UPWORK INC. PERFORMANCE BONUS PLAN UPWORK INC. PERFORMANCE BONUS PLAN (adopted February 5, 2019) 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 selected employees to contribute t |
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| May 8, 2019 |
UPWK / Upwork Inc. 10-Q Quarterly Report 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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. |
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| May 8, 2019 |
Sublease Agreement, dated February 25, 2019, by and between Upwork and Veritas Technologies LLC. EXHIBIT 10.3 SUBLEASE THIS SUBLEASE ("Sublease") is dated for reference purposes only as of February 25, 2019, and is made by and between VERITAS TECHNOLOGIES LLC, a Delaware limited liability company ("Sublessor"), and UPWORK INC., a Delaware corporation ("Sublessee"). Sublessor and Sublessee hereby agree as follows: 1. Recitals: This Sublease is made with reference to the fact that Augustine Bow |
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| May 8, 2019 |
EXHIBIT 10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 18th day of March, 2019 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 GR |
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| April 26, 2019 |
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 26, 2019 |
UPWK / Upwork Inc. DEF 14A DEF 14A 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 19, 2019 |
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 18, 2019 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 7, 2019 |
As filed with the Securities and Exchange Commission on March 7, 2019 Registration No. |
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| March 7, 2019 |
UPWK / Upwork Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 28, 2019 |
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 25, 2019 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 28, 2019 |
Upwork Reports Fourth Quarter and Full Year 2018 Financial Results EX-99.1 2 a4q18pressrelease8-kxexx991.htm EXHIBIT 99.1 Exhibit 99.1 Upwork Reports Fourth Quarter and Full Year 2018 Financial Results • Gross services volume (GSV) increased by 28% year-over-year to $1.76 billion for the full year • Revenue increased by 25% year-over-year to $253.4 million for the full year • Core clients grew 22% year-over-year to over 105,000 as of December 31, 2018 • Client sp |
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| February 20, 2019 |
UPWK / Upwork Inc. / Benchmark Capital Partners V L P - SC 13G/A Passive Investment 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. 1)* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2019 |
UPWK / Upwork Inc. / Sg Growth Partners I Lp - SCHEDULE 13G Passive Investment 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 RULE 13d-2 (AMENDMENT NO. )* Upwork Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2018 (Date of E |
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| February 14, 2019 |
UPWK / Upwork Inc. / Sigma Partners 6 Lp - SC 13G Passive Investment 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. )* UPWORK INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP Number) DECEMBER 31, 2018 (Date of Event Which Requir |
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| February 14, 2019 |
UPWK / Upwork Inc. / Globespan Capital Partners Iv Lp - SC 13G Passive Investment SC 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, par value $0.0001 per share (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 11, 2019 |
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 5, 2019 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 11, 2019 |
UPWK / Upwork Inc. / Benchmark Capital Partners V L P - SC 13G Passive Investment 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. )* Upwork Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91688F104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) |
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| November 13, 2018 |
UPWK / Upwork Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - UPWK AS OF 10/31/2018 Passive Investment 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) October 31, 2018 (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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| November 8, 2018 |
UPWK / Upwork Inc. 10-Q (Quarterly Report) 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, 2018 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 8, 2018 |
Exhibit 3.2 upwork INC. (a Delaware corporation) RESTATED BYLAWS As Adopted August 30, 2018 and As Effective October 5, 2018 upwork INC. (a Delaware corporation) 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: Organization 2 Sec |
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| November 8, 2018 |
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 he |
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| November 7, 2018 |
Upwork Reports Third Quarter 2018 Financial Results EX-99.1 2 upwk-ex9916.htm EX-99.1 Exhibit 99.1 Upwork Reports Third Quarter 2018 Financial Results ● Gross services volume (GSV) increased by 27% year-over-year to $449.5 million ● Revenue increased by 23% year-over-year to $64.1 million ● Core clients grew 22% year-over-year to 101,000 ● Client spend retention increased to 108%, up from 95% a year ago Mountain View, CA – November 7, 2018 – Upwork |
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| November 7, 2018 |
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): November 7, 2018 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 3, 2018 |
Elance, Inc. 2009 Stock Option Plan, as amended, and forms of award agreements. EX-4.10 Exhibit 4.10 Elance, Inc. 2009 STOCK OPTION PLAN As Adopted on September 17, 2009 As Amended July 27, 2010 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Comp |
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| October 3, 2018 |
S-8 As filed with the Securities and Exchange Commission on October 3, 2018 Registration No. |
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| October 3, 2018 |
12,476,693 Shares Upwork Inc. Common Stock $15.00 per share 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-227207 Registration No. 333-227673 PROSPECTUS 12,476,693 Shares Upwork Inc. Common Stock $15.00 per share This is the initial public offering of our common stock. We are selling 6,818,181 shares of our common stock and the selling stockholders named in this prospectus are selling 5,658,512 shares of our common stock. We |
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| October 3, 2018 |
S-1MEF As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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| October 1, 2018 |
Table of Contents As filed with the Securities and Exchange Commission on October 1, 2018 Registration No. |
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| October 1, 2018 |
Response Letter October 1, 2018 ROBERT A. FREEDMAN EMAIL: [email protected] Direct Dial: +1 (650) 335-7292 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jay Ingram, Legal Branch Chief Sergio Chinos, Staff Attorney Jenn Do, Staff Accountant Al Pavot, Staff Accountant Re: Upwork Inc. Amend |
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| October 1, 2018 |
Upwork Inc. Update and Supplement to Preliminary Prospectus Dated September 21, 2018 Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated October 1, 2018 Relating to Preliminary Prospectus dated September 21, 2018 Registration No. |
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| September 28, 2018 |
Underwriter Acceleration Request September 28, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 28, 2018 |
Company Acceleration Request Upwork Inc. 441 Logue Avenue Mountain View, California 94043 September 28, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jay Ingram, Legal Branch Chief Sergio Chinos, Staff Attorney Jenn Do, Staff Accountant Al Pavot, Staff Accountant Re: Upwork Inc. Registration Statemen |
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| September 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Upwork Inc. (Exact name of Registrant as specified in its charter) Delaware 46-4337682 (State of incorporation or organization) (I.R.S. Employer Identification No.) 441 Logue Avenue Mountain View, |
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| September 21, 2018 |
Table of Contents As filed with the Securities and Exchange Commission on September 21, 2018 Registration No. |
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| September 21, 2018 |
Form of Underwriting Agreement. EX-1.1 2 d575528dex11.htm EX-1.1 Exhibit 1.1 Upwork Inc. [•] Shares Common Stock ($0.0001 par value) Underwriting Agreement New York, New York [•], 2018 Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Ge |
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| September 21, 2018 |
EX-10.14 4 d575528dex1014.htm EX-10.14 Exhibit 10.14 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 19, 2017 (the “Effective Date”) 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 TALEN |
