Upwork Inc. 2025年度季度报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Mark One) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______Commission File Number:001-38678 UPWORK INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large accelerated filerNon-accelerated filer 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of May 1, 2025, there were131,589,909shares of the registrant’s common stock outstanding. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding ourfuture operating results and financial position, information or predictions concerning the future of our business or strategy,anticipated events and trends, including future research and development, sales and marketing, and general andadministrative expenses, and provision for transaction losses, potential growth or growth prospects, competitive position, We have based these forward-looking statements largely on our current expectations and projections as of the date of thisfiling about future events and trends that we believe may affect our financial condition, results of operations, businessstrategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statementsare subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item1A, “RiskFactors” in this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in thisQuarterly Report and in other documents we file from time to time with the Securities and Exchange Commission, whichwe refer to as the SEC, that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very You should not rely upon forward-looking statements as predictions of future events. The events and circumstancesreflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectationsreflectedin the forward-looking statements are reasonable,we cannot guarantee future results,performance,orachievements. In addition, the forward-looking statements in this Quarterly Report are made as of the date of this filing, You should read this Quarterly Report and the documents that we reference herein and have filed with the SEC orincorporated by reference as exhibits to this Quarterly Report with the understanding that our actual future results, PART I—FINANCIAL INFORMATION UPWORK INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1—Organization and Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses,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 of Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation 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 inthe financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules 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. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for afair stateme