Upwork 2026年季度报告

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 OR 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) (650) 316-7500 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 such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ 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 reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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 July31, 2026, there were 124,903,365 shares of the registrant’s common stock outstanding. TABLE OF CONTENTS Unless 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. 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,future products, features, or functionality, anticipated events and trends, including future research and development, salesand marketing, and general and administrative expenses, and provision for transaction losses, potential growth or growthprospects, our competitive position, technological and market trends, industry environment, the economy, our plans withrespect to share repurchases, and the expected impact and timing of strategic or cost-saving initiatives, including therestructuring announced in May 2026, which we refer to as the 2026 Restructuring, and other future conditions. Wordssuch as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,”“projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-lookingstatements. 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 verycompetitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict allrisks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination offactors, may cause actual results to differ materially from those contained in any forward-looking statements we maymake. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in thisQuarterly Report may not occur and actual results could differ materially