UPWORK INC

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:

UPWORK INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1 Includes a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets.

2 Adjusted EBITDA, adjusted EBITDA margin, and free cash flow are not prepared in accordance with, and are not alternatives to, financial measures

prepared in accordance with generally accepted accounting principles, which we refer to as GAAP. An explanation of non-GAAP financial measures and

reconciliations to their most directly comparable GAAP financial measures can be found in “Appendix A: Reconciliation of Non-GAAP Financial

Measures.”

To My Fellow Stockholders,

2024 was a defining year for Upwork. As AI continued to transform how work is performed and talent engages, we further

strengthened our position as a leading solution for customers by building new AI-powered capabilities, expanding access

to AI-enabled and AI expert talent, and delivering a higher-quality, more effective, and more intelligent platform

experience. These advances not only helped businesses innovate and scale faster, but also gave professionals new tools

to enhance their productivity, elevate their work, and grow their careers.

Through disciplined execution and a focused strategy, we accomplished record-breaking financial results, helping

businesses scale their workforces, achieve work outcomes, and stay competitive while empowering skilled professionals

to unlock meaningful, high-value work opportunities. In doing so, we are helping innovative talent and growing businesses

of all sizes thrive in the new age of AI, and cementing Upwork's category leadership.

Strong Operational and Financial Performance

In 2024, Upwork delivered the strongest profitability in our company’s history. Net income reached $215.6 million,

representing a 28% profit margin.1 Adjusted EBITDA grew 129% year-over-year to $167.6 million, and adjusted EBITDA

margin doubled to a record 22%, underscoring the strength of our model and our disciplined execution. Revenue

increased 12% year over year to $769.3 million, reflecting strong Marketplace and Enterprise contributions and continued

momentum in ads and monetization. Gross services volume, or GSV, was $4.0 billion, reflecting the breadth of industries,

work categories, and geographies our platform serves. Cash provided by operating activities and free cash flow also

reached record levels of $153.6 million and $139.1 million, respectively, reinforcing our ability to invest in innovation while

delivering long-term stockholder value.2 We also streamlined our organizational structure to improve efficiency, reduce

costs, and accelerate decision-making, creating a more agile company positioned for sustainable growth.

Human-Centered AI Advancements

The strategic foundation for Upwork has never been stronger or more aligned with the current state of work. As AI

adoption accelerates, organizations are rethinking how they access critical skills, looking for flexible talent models and

trusted partners that bring together advanced technology and highly skilled professionals to deliver outcomes at speed

and scale. At the same time, professionals across the globe are looking to tap into the immense economic opportunity

created by AI, seeking flexible ways of working that enable them to apply their expertise, upskill continuously, and

participate meaningfully in one of the fastest-growing segments of the global economy. Upwork is uniquely positioned to

lead this moment. Our platform bridges the growing demand for AI talent with a global supply of experts while delivering

AI-powered enhancements throughout the customer experience.

In 2024, we introduced Uma™, Upwork’s Mindful AI, to support a broad range of high-impact workflows. For talent, Uma

serves as an always-on work companion, offering support for brainstorming, content creation, coding, and more, while

reducing time spent on time consuming tasks like drafting proposals. For businesses, Uma enhances how projects are

scoped, talent is matched, and proposals are evaluated, enabling faster, more informed hiring decisions.

In keeping with our commitment to build trust and support ethical business practices, our Mindful AI Principles guide our

approach to responsibly developing Uma.

We also made strides to further enhance our search experience with the acquisition of Objective AI, an AI-native search-

as-a-service company. This acquisition will enable multimodal discovery across text, image, video, and audio on talent

profiles and brought top technical talent into Upwork to accelerate experimentation and long-term innovation.

Together, these advancements reinforce our strategy to make Upwork the preeminent destination for AI-powered workers

and work, both in how our platform delivers highly skilled talent and outcomes and in the growing volume of AI projects

flowing through it.

Empowering Customers Through Further Innovation

In 2024, we also enhanced our platform’s capabilities to increase visibility, streamline hiring, and support more complex

flexible talent strategies.

We expanded our suite of ads and monetization tools, giving professionals more ways to promote their services and win

work, while helping clients discover the right talent faster. Tools like Boosted Proposals, along with enhanced subscription

offerings like Freelancer Plus, are creating a more dynamic, efficient, and valuable experience for both sides of the

marketplace.

We deepened our commitment to serving larger organizations through the evolution of our Enterprise offering and the

launch of Upwork Business Plus, a premium plan that bridges our Marketplace and Enterprise solutions. Business Plus

provides larger clients with greater support and flexibility, helping them scale faster and move seamlessly into more

advanced engagements. Our partnerships with Workday VNDLY and KellyOCG further embedded Upwork into familiar

enterprise sourcing and hiring workflows, unlocking new channels to meet complex and evolving workforce needs with the

skilled talent on our platform.

For companies looking for a fully managed experience, our Managed Services offering continued to deliver turnkey

solutions—bringing together specialized talent and project oversight to help clients achieve outcomes at scale. By

integrating our proprietary AI, operational expertise, and deep talent pools, Managed Services is becoming a powerful

lever for customers pursuing large-scale, talent-intensive initiatives.

Upwork Team Enablement

In 2024, we continued investing in a workplace that fosters innovation, inclusion, and high performance.

We expanded access to team-based skills training and on-demand learning resources, while increasing adoption of tools

like Textio Lift, which helps managers deliver clear, actionable, and bias-free performance feedback.

To deepen our understanding of the team member experience, we introduced a new Innovation Readiness benchmark—a

framework for assessing how individuals at Upwork experience inclusion, learning, contribution, and the freedom to

challenge the status quo. These insights are shaping programs and policies that unlock both individual and team potential.

We also redesigned our headquarters to better support our remote-first model and invested in a global coworking network,

giving team members more ways to connect and collaborate across geographies.

Environmental Sustainability

We remain committed to minimizing our impact on the planet and demonstrating how a remote-first company can lead on

environmental sustainability while supporting a flexible, modern workforce.

In 2024, we matched 100% of the electricity used across both our offices and remote work with carbon-free electricity,

helping to decrease our Scope 2 emissions to their lowest point yet, and we maintained our commitment to responsible

hardware disposal by reusing or recycling 100% of our e-waste. These ongoing efforts are a core part of our strategy to

reduce emissions and operate with transparency and accountability.

Unlocking Economic Opportunity

In 2024, talent surpassed $25 billion in lifetime earnings on our platform, a milestone that reflects the meaningful value we

deliver for talent and clients alike around the world.

Our impact also extends to the nonprofit sector, where more than 4,500 validated charitable organizations used Upwork

last year to find skilled professionals who help them advance their missions. Through The Upwork Foundation, we granted

$800,000 to nonprofit partners focused on equipping young people in underserved communities for the future of work,

supporting programs that provide training, mentorship, and access to essential tools and technology.

These efforts reflect our belief that work should be a powerful and accessible source of economic opportunity, flexibility,

and upward mobility, both today and for the next generation.

Looking Ahead

We enter 2025 with accelerated momentum across our business, a disciplined approach to innovation, operations, and

profitability, and a platform uniquely positioned to meet the evolving needs of businesses and professionals in the AI era.

We’re not just responding to change, we’re helping define it. Upwork is the platform where forward-thinking companies

and skilled professionals come together to thrive in the new age of AI and beyond. We remain confident in our ability to

deliver long-term value for our stockholders and customers while continuing to lead in our category.

With our foundation in place and our focus clear, we’re already defining the next chapter of AI-powered work.

Thank you for your continued support of our business and our mission.

Sincerely,

Hayden Brown

President and Chief Executive Officer

April 25, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Upwork Inc., which we refer to as the

Annual Meeting. The meeting will be held exclusively online via live webcast on Thursday, June 5, 2025, at 8:00 a.m.

Pacific Time. The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/UPWK2025, where you will

be able to listen to the meeting live, submit questions, and vote online.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual

Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the notice, Proxy Statement, and

annual report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper

copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible

by internet, by telephone, or if you received a paper copy of the meeting materials by mail, by completing and returning

the enclosed proxy card or voting instruction form in the postage-prepaid envelope to ensure that your shares will be

represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not

you attend the meeting. Returning the proxy does not affect your right to attend and to vote your shares at the Annual

Meeting.

Sincerely,

Thomas Layton

Chairpe rson of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 5, 2025: THE PROXY STATEMENT

AND ANNUAL REPORT ARE AVAILABLE ATwww.proxyvote.com

Table of Contents

References to our website in this Proxy Statement are not intended to function as hyperlinks, and the information

contained on our website, including in our 2024 Impact Report, is not intended to be incorporated into this Proxy

Statement.

In this Proxy Statement, we refer to Upwork Inc. as “Upwork,” the “Company,” “we,” “us,” or “our.”

Forward-Looking Statements

This Proxy Statement includes forward-looking statements. All statements contained in this Proxy Statement, other than

statements of historical fact, are forward-looking statements. These statements are based on current expectations,

estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management,

many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such

forward-looking statements are not guarantees of future performance or events and are subject to risks, assumptions,

estimates, and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that

could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year

ended December 31, 2024 and our subsequently filed Quarterly Reports on Form 10-Q.

In addition, forward-looking and other statements in this Proxy Statement may also address our corporate responsibility

and sustainability and impact progress, plans, and goals. The inclusion of such statements is not an indication that these

matters are necessarily material for the purposes of complying with or reporting pursuant to U.S. securities laws and

regulations, even if we use the word “material” or “materiality” in this Proxy Statement. Certain of our disclosures are

informed by various third-party frameworks, in addition to stakeholder expectations. However, we cannot guarantee strict

adherence to framework recommendations, and our disclosures based on these frameworks may change due to revisions

in framework requirements, availability of information, changes in our business or applicable governmental policy, or other

factors, some of which may be beyond our control.