UPWORK, INC
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 13, 2026
UPWK$9.74+0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements.
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules.
All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.
(3) Exhibits.
Exhibit Index
| ExhibitNumber · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Title · Form · File No. · Exhibit · Filing Date | ||||||
| 3.1 | Restated Certificate of Incorporation | 8-K | 001-38678 | 3.1 | June 12, 2023 | |
| 3.2 | Amended and Restated Bylaws. | 8-K | 001-38678 | 3.1 | February 9, 2026 | |
| 4.1 | Form of Common Stock Certificate. | S-1 | 333-227207 | 4.1 | September 6, 2018 | |
| 4.2 | Warrant, dated May 1, 2018, by and between Upwork and Tides Foundation. | S-1 | 333-227207 | 4.4 | September 6, 2018 | |
| 4.3 | Description of Securities Registered Under Section 12 of the Exchange Act. | X | ||||
| 4.4 | Indenture, dated as of August 10, 2021, between Upwork Inc. and Wells Fargo Bank, National Association, as trustee. | 8-K | 001-38678 | 4.1 | August 10, 2021 | |
| 4.5 | Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit 4.4). | 8-K | 001-38678 | 4.2 | August 10, 2021 | |
| 10.1* | Form of Indemnity Agreement by and between Upwork and each of its directors and executive officers. | S-1 | 333-227207 | 10.1 | September 6, 2018 | |
| 10.2* | 2014 Equity Incentive Plan, as amended, and forms of equity agreements thereunder. | S-1 | 333-227207 | 10.3 | September 6, 2018 | |
| 10.3* | 2018 Equity Incentive Plan and forms of award agreements thereunder. | S-1 | 333-227207 | 10.4 | September 6, 2018 | |
| 10.4* | 2018 Employee Stock Purchase Plan and enrollment forms thereunder. | S-1 | 333-227207 | 10.5 | September 6, 2018 | |
| 10.5* | Offer Letter, dated August 3, 2018, by and between Upwork and Gary Steele. | S-1 | 333-227207 | 10.16 | September 6, 2018 | |
| 10.6* | Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan. | 10-Q | 001-38678 | 10.2 | August 7, 2019 | |
| 10.7* | Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown. | 10-K | 001-38678 | 10.11 | March 2, 2020 | |
| 10.8* | Offer Letter, dated October 13, 2020, by and between Upwork Inc. and Anilu Vazquez-Ubarri. | 10-K | 001-38678 | 10.21 | February 24, 2021 | |
| 10.9* | Stock Option Agreement, dated January 18, 2021, by and between Upwork Inc. and Hayden Brown. | 10-Q | 001-38678 | 10.1 | May 4, 2021 | |
| 10.10 | Form of Capped Call Transaction Confirmation. | 8-K | 001-38678 | 10.1 | August 10, 2021 | |
| 10.11* | Offer Letter, dated March 22, 2023, by and between Upwork Inc. and Erica Gessert. | 10-Q | 001-38678 | 10.1 | May 3, 2023 | |
| 10.12* | Amended and Restated Offer Letter, dated November 14, 2024, by and between Upwork Inc. and Dave Bottoms. | 10-K | 001-38678 | 10.16 | February 13, 2025 | |
| 10.13* | Offer Letter, dated April 17, 2025, by and between Upwork Inc. and Dana L. Evan. | 10-Q | 001-38678 | 10.1 | August 6, 2025 | |
| 10.14* | Offer Letter, dated April 22, 2025, by and between Upwork Inc. and Glenn Kelman. | 10-Q | 001-38678 | 10.2 | August 6, 2025 | |
| 10.15* | Amended and Restated Change in Control and Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and Hayden Brown. | 10-Q | 001-38678 | 10.4 | August 6, 2025 | |
| 10.16* | Amended and Restated Change in Control and Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and Erica Gessert. | 10-Q | 001-38678 | 10.5 | August 6, 2025 | |
| 10.17* | Upwork Amended and Restated Performance Bonus Plan. | 10-Q | 001-38678 | 10.1 | November 4, 2025 | |
| 10.18* | Amendment to Offer Letter, effective August 18, 2025, by and among Upwork Inc., Upwork Global LLC and David T. Bottoms. | 10-Q | 001-38678 | 10.2 | November 4, 2025 | |
| 10.19* | Amended and Restated Change in Control and Severance Agreement, dated August 18, 2025, by and among Upwork Inc., Upwork Global LLC and David T. Bottoms. | 10-Q | 001-38678 | 10.3 | November 4, 2025 | |
| 19.1 | Insider Trading Policy. | X | ||||
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1# | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2# | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1* | Upwork Inc. Incentive Compensation Recovery Policy. | 10-K | 001-38678 | 97.1 | February 15, 2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File - the cover page from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in Inline XBRL. | X | ||||
- Indicates a management contract or compensatory plan.
This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.