Upwork Inc 2024年度报告

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 ACTOF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-38678 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes xNo ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No x The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 28, 2024, the last business day of theregistrant’s most recently completed second quarter, was $1,316,960,538 (based on the closing price for shares of the registrant’scommon stock as reported by The Nasdaq Global Select Market on that date). As of January 31, 2025, there were 135,459,615 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or Proxy Statement, to be filedwithin 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in PartIII. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not bedeemed to be filed as part hereof. TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements PART I Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures34 Unless otherwise expressly stated or the context otherwise requires, references in this Annual Report onForm 10-K, which we refer to as this Annual Report or report, to “Upwork,” “Company,” “our,” “us,” and“we” and similar references refer to Upwork Inc. and its wholly-owned subsidiaries. Trademarks, Trade Names, and Service Marks Upwork, the Upwork logo, Elance, oDesk, “Uma, Upwork’s Mindful AI,” “Talent Cloud,” “Work WithoutLimits,” and other registered or common law trade names, trademarks, or service marks of Upworkappearing in this Annual Report are the property of Upwork. This Annual Report contains additional tradenames, trademarks, and service marks of ours and of other companies. We do not intend our use ordisplay of other companies’ trade names, trademarks, or service marks to imply a relationship with theseother companies, or endorsement or sponsorship of us by these other companies. Other trademarksappearing in this Annual Report are the property of their respective holders. Solely for convenience, ourtrademarks and trade names referred to in this Annual Report appear without the ® and ™ symbols, butthose references are not intended to ind