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________________________________________________ _____________________________________________ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ________________________________________________ ________________________________________________ (State or other jurisdiction of incorporation or organization)530 Lytton Avenue,Suite 301 TABLE OF CONTENTS Special Note Regarding Forward-Looking StatementsPART I—FINANCIAL INFORMATION Condensed Consolidated Statements of Cash Flows for the Three Months Ended March31, 2025and 2024 Notes to Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and ProceduresPART II—OTHER INFORMATION Mine Safety DisclosuresOther InformationExhibitsSignaturesUnless otherwise expressly stated or the context otherwise requires, references in this Quarterly Report on Form 10-Q,which we refer to as this Quarterly Report, to “Upwork,” “Company,” “our,” “us,” and “we” and similar references refer toUpwork Inc. and its wholly owned subsidiaries. which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, whichare referred to as talent, and, together with clients, as customers, include independent professionals and agencies ofvarying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is incorporated in the state of Delaware and is headquartered in Palo Alto, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in thesenotes to the condensed consolidated financial statements refer to Upwork and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance withgenerally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules andregulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in and regulations. As such, the information included in this Quarterly Report should be read in conjunction with theconsolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is referred to as the Annual Report, filed with the SEC on February 13, 2025. The condensed consolidated balance sheet as of December31, 2024 included herein was derived from the auditedfinancial statements as of that date but does not include all disclosures including notes required by U.S. GAAP.The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. Allintercompany balances and transactions have been eliminated. year ending December31, 2025. Prior period presentation has been revised to conform to the current period presentationas of March31, 2025.Changes in Presentation In 2024, the Company elected to change the presentation of certain cash flows on its Consolidated Statement of CashFlows. The change in Trade and client receivables relating to amounts received on behalf of talent to fund their escrow accounts was reclassified from operating activities to financing activities, reflected within the caption Change in escrowfunds payable, net. Prior period comparative amounts have been recast to conform to the current period presentation.This change had the impact of increasing cash flow provided by operating activities by $9.2million for the three monthsended March 31, 2024, and a corresponding offset in cash used in financing activities. This reclassification did not affect Balance Sheets, or Consolidated Statements of Shareholders’ Equity. Use of EstimatesThe preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires managementto make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, andthe reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limitedto: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; allowance for judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occurandadditional information is obtained. Actual results could differ materially from these estimates under differentassumptions or conditions.Summary of Significant Accounting Policies or during the three months ended March31, 2025 and concluded they were either not applicable or not expected to havea material impact on the