UPWORK, INC

Previous wording

Over the past several years, we have continued to execute on our strategic initiatives designed to drive sustainable growth and profitability, and improve operational efficiency. These initiatives have centered around four key growth drivers: (i) enhancing monetization and the supply and demand characteristics of the Upwork Marketplace with new ads products and other offerings, enhancing existing offerings, and optimizing our Connects pricing model; (ii) expanding our Enterprise offerings through enhanced solutions and strategic partnerships that enable us to serve a broader range of client segments and deliver end-to-end contingent workforce solutions through Lifted; (iii) expanding our small and medium-sized business, which we refer to as SMB, offerings and support through tailored solutions such as Business Plus; and (iv) advancing our AI capabilities and AI-native experiences, including through Uma™, our proprietary AI work agent, and other AI-driven features that enhance productivity for talent and clients across the Upwork Marketplace. While the execution of these initiatives contributed to Marketplace take rate expansion for the three and six months ended June 30, 2026, GSV and active clients declined during these periods driven by the evolving impact of AI on certain categories of freelance work and on new client acquisition and retention, as well as macroeconomic uncertainty. We expect these headwinds to continue to impact GSV, active clients, and revenue in the remainder of 2026, while our cost reduction efforts are expected to support continued adjusted EBITDA growth, subject to market conditions and execution. For example, in May 2026, we initiated the 2026 Restructuring to reduce our cost structure and improve operational efficiency, which contributed to adjusted EBITDA growth despite lower revenue and net income for the three and six months ended June 30, 2026.

Current wording

We continue to execute on our strategic initiatives designed to drive sustainable growth and profitability, and improve operational efficiency. These initiatives have centered around four key growth drivers: (i) enhancing monetization and the supply and demand characteristics of the Upwork Marketplace with new ads products and other offerings, enhancing existing offerings, and optimizing our Connects pricing model; (ii) expanding our Enterprise offerings through enhanced solutions and strategic partnerships that enable us to serve a broader range of client segments and deliver end-to-end contingent workforce solutions through Lifted; (iii) expanding our small and medium-sized business, which we refer to as SMB, offerings and support through tailored solutions such as Business Plus; and (iv) advancing our AI capabilities and AI-native experiences, including through Uma™, our proprietary AI work agent, and other AI-driven features that enhance productivity for talent and clients across the Upwork Marketplace. While the execution of these initiatives contributed to Marketplace take rate expansion for the three and nine months ended September 30, 2026, GSV and active clients declined during these periods due to continued challenges in new client acquisition and retention, driven by the evolving impact of AI on certain categories of freelance work, changes in the search engine optimization environment that adversely impacted organic client acquisition, and macroeconomic uncertainty. We expect these factors to continue to impact GSV, active clients, and revenue in the remainder of 2026, while our cost reduction efforts are expected to support continued adjusted EBITDA growth, subject to market conditions and execution. For example, in May 2026, we initiated a restructuring plan, which we refer to as the 2026 Restructuring, to reduce our cost structure and improve operational efficiency, which contributed to adjusted EBITDA growth despite lower revenue for the three and nine months ended September 30, 2026 and lower net income for the nine months ended September 30, 2026.

Previous wording

Enterprise revenue increased to $24.8 million, or 2%, for the three months ended June 30, 2026, as compared to $24.3 million in the same period in 2025. Enterprise revenue decreased to $49.6 million, or (2)%, for the six months ended June 30, 2026, as compared to $50.7 million in the same period in 2025. Unless otherwise indicated, Enterprise results discussed herein include the results of Ascen and Bubty following the date that each was acquired by Lifted.

Current wording

Enterprise revenue decreased 3% to $26.3 million and 3% to $75.9 million, for the three and nine months ended September 30, 2026, respectively, as compared to $27.2 million and $77.9 million in the same periods in 2025, respectively. Unless otherwise indicated, Enterprise results discussed herein include the results of Ascen Inc., which we refer to as Ascen, and Bubty B.V., which we refer to as Bubty, following the date that each was acquired by Lifted.

Previous wording

During the three months ended June 30, 2026, we generated net income of $25.4 million and adjusted EBITDA of $64.1 million, compared to net income of $32.7 million and adjusted EBITDA of $57.1 million during the same period in 2025. During the six months ended June 30, 2026, we generated net income of $56.9 million and adjusted EBITDA of $121.5 million, as compared to net income of $70.5 million and adjusted EBITDA of $113.1 million during the same period in 2025.

Current wording

During the three months ended September 30, 2026, we generated net income of $31.8 million and adjusted EBITDA of $63.8 million, compared to net income of $29.3 million and adjusted EBITDA of $59.6 million during the same period in 2025. During the nine months ended September 30, 2026, we generated net income of $88.7 million and adjusted EBITDA of $185.3 million, as compared to net income of $99.8 million and adjusted EBITDA of $172.7 million during the same period in 2025.

Previous wording

The decreases in net income of $7.3 million and $13.6 million, for the three and six months ended June 30, 2026, respectively, were primarily attributable to a decline in gross profit, reflecting higher cost of revenue driven by increased amortization of capitalized internal-use software and platform development costs for both periods, and $13.8 million in charges related to our restructuring plan announced in May 2026, which we refer to as the 2026 Restructuring.

Current wording

Net income increased $2.5 million for the three months ended September 30, 2026, as lower operating expenses more than offset a decline in gross profit. The decrease in net income of $11.1 million for the nine months ended September 30, 2026, was primarily attributable to a decline in gross profit, reflecting lower revenue and higher cost of revenue, driven by increased amortization of capitalized internal-use software and platform development costs, and $18.1 million in charges related to the 2026 Restructuring, of which $4.3 million was incurred during the three months ended September 30, 2026.

Previous wording

The key financial and operational metrics that we monitor to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions were as follows, as of or for the period presented:

Current wording

The key financial and operational metrics that we monitor to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions were as follows, as of or for the periods presented:

Previous wording

In the third quarter of 2025, we refined our definition of GSV to better align with the continued evolution of our business model and service offerings, including as a result of Lifted’s acquisitions of Bubty B.V., which we refer to as Bubty, and Ascen Inc., which we refer to as Ascen. This change does not impact previously reported GSV amounts or affect the comparability of GSV across periods, and no historical periods have been recast.

Current wording

In the third quarter of 2025, we refined our definition of GSV to better align with the continued evolution of our business model and service offerings, including as a result of Lifted’s acquisitions of Bubty and Ascen. This change does not impact previously reported GSV amounts or affect the comparability of GSV across periods, and no historical periods have been recast.

Previous wording

(1)For the three and six months ended June 30, 2026, we incurred $13.8 million in costs related to the 2026 Restructuring. Of this amount, $12.8 million is included in Other, while the remaining amount is allocated between “Stock-based compensation expense” and “Other Income, net”. See “Note 13—Restructuring Charges” of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Current wording

(1)For the three and nine months ended September 30, 2026, we incurred $4.3 million and $18.1 million in costs related to the 2026 Restructuring, respectively. Of these amounts, $2.7 million and $15.6 million, respectively, are included in “Other”, while the remaining amounts are allocated among “Stock-based compensation expense”, “Depreciation and amortization”, and “Other Income, net”. See “Note 13—Restructuring Charges” of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Previous wording

(2)For each of the three months ended June 30, 2026 and 2025, we incurred $0.2 million of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018, and for each of the six months ended June 30, 2026 and 2025, we incurred $0.4 million of such expense.

Current wording

(2)For each of the three months ended September 30, 2026 and 2025, we incurred $0.2 million of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018, and for each of thenine months ended September 30, 2026 and 2025, we incurred $0.6 million of such expense.

Previous wording

(3)For each of the three and six months ended June 30, 2025, we incurred acquisition-related costs of $2.5 million in connection with our business combinations. These costs primarily consist of legal, accounting, and other professional fees, and are recorded in general and administrative expenses in the condensed consolidated statements of operations.

Current wording

(4)For the three and nine months ended September 30, 2025, we incurred acquisition-related costs of $1.9 million and $4.4 million, respectively, in connection with our business combinations. These costs primarily consisted of legal, accounting, and other professional fees, and were recorded in general and administrative expenses in the condensed consolidated statements of operations.

Previous wording

Our Enterprise Solutions offerings include access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offerings includes all client fees, subscriptions, and talent service fees. For our Enterprise Solutions offerings, we charge clients a monthly or annual subscription fee and a service fee calculated as a percentage of the client’s spend on talent services, in addition to a 10% service fee paid by talent. Additionally, clients of our Enterprise Solutions offerings can subscribe to a compliance service that includes worker classification services for an additional fee and may also choose to use the Upwork

Current wording

Our Enterprise Solutions offerings include access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offerings includes all client fees, subscriptions, and talent service fees. For our Enterprise Solutions offerings, we charge clients a monthly or annual subscription fee and a service fee calculated as a percentage of the client’s spend on talent services, in addition to a 10% service fee paid by talent. Additionally, clients of our Enterprise Solutions offerings can subscribe to a compliance service that includes worker classification services for an additional fee and may also choose to use the Upwork Marketplace to engage talent that were not originally sourced through the Upwork Marketplace for a lower fee percentage.

Previous wording

During the three and six months ended June 30, 2026, GSV decreased 4% and 2%, respectively, as compared to the same periods in 2025. The decreases for both periods were primarily driven by declines in client acquisition and retention, partially offset by growth in Enterprise Solutions driven by the acquisition of Ascen.

Current wording

During the three and nine months ended September 30, 2026, GSV decreased 10% and 5%, respectively, as compared to the same periods in 2025. The decreases were primarily driven by lower client acquisition and retention, reflecting the evolving impact of AI on certain categories of freelance work, changes in the search engine optimization environment that adversely affected the organic client acquisition, and macroeconomic uncertainty. These declines were partially offset by growth in Enterprise Solutions, primarily attributable to the acquisition of Ascen, and growth in Business Plus.

Previous wording

The number of active clients decreased 4% as of June 30, 2026, compared to June 30, 2025, driven by lower acquisition of new clients as well as lower retention of existing clients. By contrast, GSV per active client increased 5% as of June 30, 2026, compared to June 30, 2025, reflecting increased engagement among existing clients.

Current wording

The number of active clients decreased 10% as of September 30, 2026, compared to September 30, 2025, driven by lower acquisition of new clients as well as lower retention of existing clients. By contrast, GSV per active client increased 8% as of September 30, 2026, compared to September 30, 2025, primarily due to a shift in client mix toward high-spending clients on the Marketplace, as well as year-over-year GSV growth from Lifted.

Previous wording

For the three months ended June 30, 2026, Marketplace revenue decreased by $3.8 million, or 2%, compared to the same period in 2025, primarily driven by lower talent service fees and client marketplace fees reflecting a decline in active clients, partially offset by higher revenue from ads and monetization products and increased adoption of our Business Plus offering. For the six months ended June 30, 2026, Marketplace revenue was relatively flat compared to the same period in 2025, reflecting growth in ads and monetization products and increased Business Plus adoption, largely offset by lower talent service fees and client marketplace fees driven by a decline in active clients.

Current wording

The decreases in both periods were primarily driven by lower talent service fees and client marketplace fees resulting from a decline in active clients, partially offset by the expansion of variable pricing for talent service fees, increased adoption of our Business Plus offering, and higher revenue from ads and monetization.

Previous wording

For the three months ended June 30, 2026, Enterprise revenue increased by $0.5 million, or 2%, compared to the same period in 2025, primarily driven by an increase in Enterprise Solutions revenue generated by the acquisition of Ascen, partially offset by decreased revenue from Managed Services reflecting reduced client spend.

Current wording

For the three and nine months ended September 30, 2026, Enterprise revenue decreased by $0.9 million, or 3%, and $2.0 million, or 3%, respectively, compared to the same periods in 2025. The decreases in both periods were primarily driven by decreased revenue from Managed Services reflecting reduced client spend, partially offset by an increase in Enterprise Solutions revenue generated by the acquisition of Ascen.

Previous wording

For the three and six months ended June 30, 2026, cost of revenue increased by $1.9 million, or 4%, and $4.7 million, or 6%, respectively, compared to the same periods in 2025. The increases were primarily driven by increases of $2.2 million and $5.1 million, respectively, in amortization of capitalized internal-use software and platform development costs related to projects placed into service in 2025, partially offset by decreases of $0.6 million and $0.8 million, respectively, in talent services costs associated with lower Managed Services client activity. The increases in amortization reflect the Company’s continued investments in internal-use software and platform development.

Current wording

For the nine months ended September 30, 2026, cost of revenue increased by $3.2 million, or 2%, compared to the same period in 2025. The increase was primarily driven by a $6.9 million increase in amortization of capitalized internal-use software and platform development costs related to projects placed into service during 2025. This increase was partially offset by a $1.8 million reduction in talent services costs associated with lower Managed Services client activity, a $1.7 million reduction in data center and customer support costs, and a $0.5 million reduction in payment processing fees.

Previous wording

For the three and six months ended June 30, 2026, gross margin decreased to 76% and 77%, respectively, as compared to 78% in the same periods in 2025, primarily reflecting the impact of higher amortization of capitalized internal-use software and platform development costs.

Current wording

For the three and nine months ended September 30, 2026, gross margin decreased to 76% and 77%, respectively, as compared to 77% and 78% in the same periods in 2025, primarily reflecting revenue declining at a faster rate than cost of revenue and the impact of higher amortization of capitalized internal-use software and platform development costs.

Previous wording

We expect gross margin to remain below prior year levels throughout 2026 and cost of revenue to increase compared to 2025, largely driven by higher amortization of capitalized internal-use software and platform development costs.

Current wording

We expect gross margin to remain below prior year levels for the remainder of 2026, primarily due to lower revenue and higher amortization of capitalized internal-use software and platform development costs, partially offset by lower other costs of revenue.

Previous wording

For the three and six months ended June 30, 2026, research and development expense decreased $0.9 million, or 2%, and $3.8 million, or 4%, respectively, compared to the same periods in 2025.

Current wording

For the three and nine months ended September 30, 2026, research and development expense decreased $12.6 million, or 27%, and $16.4 million, or 12%, respectively, compared to the same periods in 2025.

Previous wording

For the three months ended June 30, 2026, the decrease was primarily driven by $6.3 million of lower personnel-related costs reflecting lower corporate bonus expense and stock-based compensation expense, and $4.3 million of incremental internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $6.9 million in charges related to the 2026 Restructuring, a $1.6 million increase in amortization of intangible assets, and a $0.9 million increase in hosting costs.

Current wording

For the three months ended September 30, 2026, the decrease was primarily driven by $13.0 million of lower personnel-related costs, reflecting lower corporate bonus expense and stock-based compensation expense, and a $2.0 million increase in internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $2.4 million of charges related to the 2026 Restructuring, including a $1.6 million impairment of capitalized internal-use software.

Previous wording

For the six months ended June 30, 2026, the decrease was primarily driven by $9.2 million of lower personnel-related costs reflecting a decline in corporate bonus expense and lower stock-based compensation expense, and $7.8 million of incremental internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $6.9 million in charges related to the 2026 Restructuring, a $3.2 million increase in amortization of intangible assets, and a $2.0 million increase in hosting costs.

Current wording

For the nine months ended September 30, 2026, the decrease was primarily driven by $21.8 million of lower personnel-related costs, reflecting a decline in corporate bonus expense and lower stock-based compensation expense, and a $9.8 million increase in internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $9.3 million of charges related to the 2026 Restructuring, a $3.1 million increase in amortization of intangible assets, and a $2.9 million increase in hosting costs.

Previous wording

For the three and six months ended June 30, 2026, sales and marketing expense decreased by $1.8 million, or 5%, and $0.1 million, respectively, compared to the same periods in 2025.

Current wording

For each of the three and nine months ended September 30, 2026, sales and marketing expense decreased by $1.2 million, or 3% and 1%, respectively, compared to the same periods in 2025.

Previous wording

For the six months ended June 30, 2026, the decrease was primarily driven by $6.2 million of lower personnel-related costs reflecting a decline in corporate bonus expense and salaries and benefits, partially offset by $3.4 million in charges related to the 2026 Restructuring and a $3.3 million increase in marketing and advertising expense.

Current wording

For the three months ended September 30, 2026, the decrease was primarily driven by $3.5 million in lower personnel-related costs, reflecting lower salaries and benefits, corporate bonus expense, and stock-based compensation expense. This decrease was partially offset by a $2.2 million increase in marketing and advertising expense and $0.3 million of charges related to the 2026 Restructuring.

Previous wording

For the three months ended June 30, 2026, the decrease was primarily driven by $4.1 million of lower personnel-related costs reflecting a decline in corporate bonus expense and salaries and benefits and a $0.6 million decrease in marketing and advertising expense. These decreases were partially offset by $3.4 million in charges related to the 2026 Restructuring.

Current wording

For the nine months ended September 30, 2026, the decrease was primarily driven by $9.7 million in lower personnel-related costs, reflecting lower corporate bonus expense and salaries and benefits, and stock-based compensation expense. This decrease was partially offset by a $5.5 million increase in marketing and advertising expense and $3.6 million of charges related to the 2026 Restructuring.

Previous wording

For the three and six months ended June 30, 2026, general and administrative expense increased by $1.2 million, or 3%, and $8.3 million, or 13%, respectively, compared to the same periods in 2025.

Current wording

For the three months ended September 30, 2026, general and administrative expense decreased by $4.5 million, or 11%, compared to the same period in 2025.

Previous wording

For the six months ended June 30, 2026, the increase was primarily driven by $3.1 million in charges related to the 2026 Restructuring, $5.6 million of higher stock-based compensation expense, and a $1.8 million increase in contractor and professional service fees, partially offset by $2.2 million lower personnel-related costs primarily reflecting a decline in corporate bonus expense.

Current wording

For the nine months ended September 30, 2026, the increase was primarily driven by $4.7 million in charges related to the 2026 Restructuring, a $2.6 million increase in legal fees, a $1.9 million increase in contractor and professional service fees, and a $1.6 million increase in indirect taxes, partially offset by $7.3 million lower personnel-related costs primarily reflecting a decline in corporate bonus expense.

Previous wording

For the three and six months ended June 30, 2026, provision for transaction losses increased by $0.8 million and $0.7 million, respectively, compared to the same periods in 2025, representing approximately 1% of revenue for each of the three and six months ended June 30, 2026.

Current wording

For the three and nine months ended September 30, 2026, provision for transaction losses decreased by $1.2 million and $0.5 million, respectively, compared to the same periods in 2025, representing approximately 0.6% and 1% of revenue for each of the three and nine months ended September 30, 2026, respectively.

Previous wording

Other income, net decreased by $1.9 million, or 33%, and $3.2 million, or 27%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decreases were primarily due to lower interest income on cash and investment balances.

Current wording

Other income, net decreased by $2.0 million, or 33%, and $5.2 million, or 29%, for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The decreases were primarily due to lower interest income, reflecting lower average cash and investment balances and lower yields.

Previous wording

For the six months ended June 30, 2026, our income tax provision was relatively flat compared to the same period in 2025. Our effective tax rate increased to 18.5% compared to 15.6% for the same period in 2025, primarily attributable to tax deficiencies related to stock-based compensation.

Current wording

For the three months ended September 30, 2026, our income tax provision increased by $0.4 million, or 6%, compared to the same period in 2025. Our effective tax rate decreased to 17.5% compared to 17.8% for the same period in 2025.

Previous wording

For the three months ended June 30, 2026, our income tax provision increased by $1.0 million, or 17%, compared to the same period in 2025. Our effective tax rate increased to 20.9% compared to 14.9% for the same period in 2025, primarily attributable to tax deficiencies related to stock-based compensation.

Current wording

For the nine months ended September 30, 2026, our income tax provision increased by $0.3 million, or 2%, compared to the same period in 2025. Our effective tax rate increased to 18.2% compared to 16.2% for the same period in 2025, primarily attributable to tax deficiencies related to stock-based compensation.

Previous wording

Our principal sources of liquidity are our cash and cash equivalents, marketable securities, and available borrowings under our Revolving Credit Facility (as defined below). Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe and the provision of additional contingent workforce solutions through Lifted and its subsidiaries. We do not make investments for trading or speculative purposes. As of June 30, 2026 and December 31, 2025, we had $476.0 million and $294.4 million in cash and cash equivalents, respectively. As of June 30, 2026 and December 31, 2025, we had $138.2 million and $378.4 million in marketable securities, respectively.

Current wording

Our principal sources of liquidity are our cash and cash equivalents, marketable securities, and available borrowings under our Revolving Credit Facility (as defined below). Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe and the provision of additional contingent workforce solutions through Lifted and its subsidiaries. We do not make investments for trading or speculative purposes. As of

Previous wording

In June 2026, we entered into a credit agreement, which we refer to as the Credit Agreement, that provides for a secured revolving loan, available in an amount up to $150.0 million, which we refer to as the Revolving Credit Facility, to support our ongoing liquidity and capital needs. The Credit Agreement also includes an option to increase the amount of the Revolving Credit Facility, through either an increase to the revolving loan or the incurrence of new term loans, up to an additional $50.0 million. As of June 30, 2026, no amounts were outstanding under the Revolving Credit Facility and $150.0 million of borrowing capacity was available. The Credit Agreement contains financial maintenance covenants requiring us to maintain (i) a maximum Consolidated Net Leverage Ratio (as defined in the Credit Agreement) of 2.50 to 1.00, with cash netting of up to $100.0 million, and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00, tested quarterly. The Credit Agreement also contains customary affirmative and negative covenants and events of default. As of June 30, 2026, we were in compliance with all covenants. See Note 9 to our condensed consolidated financial statements for additional information regarding the Revolving Credit Facility.

Current wording

In June 2026, we entered into a credit agreement, which we refer to as the Credit Agreement, that provides for a secured revolving loan, available in an amount up to $150.0 million, which we refer to as the Revolving Credit Facility, to support our ongoing liquidity and capital needs. The Credit Agreement also includes an option to increase the amount of the Revolving Credit Facility, through either an increase to the revolving loan or the incurrence of new term loans, up to an additional $50.0 million. As of September 30, 2026, no amounts were outstanding under the Revolving Credit Facility and $150.0 million of borrowing capacity was available. The Credit Agreement contains financial maintenance covenants requiring us to maintain (i) a maximum Consolidated Net Leverage Ratio (as defined in the Credit Agreement) of 2.50 to 1.00, with cash netting of up to $100.0 million, and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00, tested quarterly. The Credit Agreement also contains customary affirmative and negative covenants and events of default. As of September 30, 2026, we were in compliance with all covenants. See “Note 9—Debt” to our condensed consolidated financial statements for additional information regarding the Revolving Credit Facility.

Previous wording

Our 0.25% convertible senior notes due 2026, which we refer to as the Notes, will mature on August 15, 2026. We intend to repay the outstanding principal and accrued interest on the Notes upon maturity using existing cash on hand and borrowings under our Revolving Credit Facility. Following the repayment of the Notes, we believe our remaining cash, cash equivalents, and marketable securities, together with cash generated from operations, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

Current wording

In August 2026, we repaid at maturity the $361.0 million aggregate principal amount outstanding of our 0.25% convertible senior notes due 2026, which we refer to as the Notes, using cash on hand. We did not borrow any amounts under the Revolving Credit Facility in connection with the repayment. Following the repayment of the Notes, we believe our remaining cash, cash equivalents, and marketable securities, together with cash generated from operations, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

Previous wording

Our principal commitments consist of the Notes, future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancelable operating leases for office space.

Current wording

Our principal commitments consist of future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancelable operating leases for office space.

Previous wording

Assuming the outstanding Notes are not converted, repurchased, or redeemed prior to maturity on August 15, 2026, (i) annual interest expense relating to the Notes will be $0.4 million for the remainder of fiscal year 2026 and (ii) principal in the amount of $361.0 million will be payable upon maturity. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026 and Capped Calls.”

Current wording

In August 2026, we repaid the $361.0 million aggregate principal amount of the Notes at maturity. As of September 30, 2026, no Notes remained outstanding. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026 and Capped Calls.”

Previous wording

In June 2026, we entered into the Credit Agreement providing the Revolving Credit Facility, available in an amount up to $150.0 million, which matures on June 23, 2029. As of June 30, 2026, no amounts were outstanding under the Revolving Credit Facility. See Note 9 to our condensed consolidated financial statements for additional information regarding the terms of the Credit Agreement, including interest rates, fees, and covenant requirements.

Current wording

In June 2026, we entered into the Credit Agreement providing the Revolving Credit Facility, available in an amount up to $150.0 million, which matures on June 23, 2029. As of September 30, 2026, no amounts were outstanding under the Revolving Credit Facility. See “Note 9—Debt” to our condensed consolidated financial statements for additional information regarding the terms of the Credit Agreement, including interest rates, fees, and covenant requirements.

Previous wording

As of June 30, 2026, we had total remaining purchase commitments of $39.7 million, consisting of $38.1 million under the cloud infrastructure agreement described above and $1.6 million under various other vendor agreements.

Current wording

As of September 30, 2026, we had total remaining purchase commitments of $33.4 million, consisting of $31.2 million under the cloud infrastructure agreement described above and $2.2 million under various other vendor agreements.

Previous wording

During the three months ended March 31, 2026, the Company entered into two new operating lease agreements for office space. Refer to Note 6 to the condensed consolidated financial statements included in this Quarterly Report for additional information regarding these leases. Except as described in Note 6, there were no other material changes to our commitments under our lease agreements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

During the three months ended March 31, 2026, we entered into three new operating lease agreements for office space. Refer to “Note 6—Leases” to the condensed consolidated financial statements included in this Quarterly Report for additional information regarding these leases. Except as described in Note 6, there were no other material changes to our commitments under our lease agreements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

In February 2026, our board of directors authorized a share repurchase program for the repurchase of up to $300.0 million of shares of our outstanding common stock, which is referred to as the 2026 Share Repurchase Authorization, and we refer to the 2026 Share Repurchase Authorization and the 2025 Share Repurchase Authorization together as the Share Repurchase Authorizations. Under the 2026 Share Repurchase Authorization, we repurchased and subsequently retired 3.7 million shares of our common stock for an aggregate amount of $45.7 million, at an average price of $12.31 per share, since the authorization in February 2026. As of June 30, 2026, we had $254.3 million available for repurchase under the 2026 Share Repurchase Authorization.

Current wording

In February 2026, our board of directors authorized a share repurchase program for the repurchase of up to $300.0 million of shares of our outstanding common stock, which we refer to as the 2026 Share Repurchase Authorization, and we refer to the 2026 Share Repurchase Authorization and the 2025 Share Repurchase Authorization together as the Share Repurchase Authorizations. Under the 2026 Share Repurchase Authorization, we repurchased and subsequently retired 3.7 million shares of our common stock for an aggregate amount of $45.7 million, at an average price of $12.31 per share, since the authorization in February 2026. As of September 30, 2026, we had $254.3 million available for repurchase under the 2026 Share Repurchase Authorization.

Previous wording

During the three and six months ended June 30, 2026, we repurchased and subsequently retired 0.2 million and 8.3 million shares, respectively, of our common stock, for an aggregate amount of $1.8 million and $109.7 million, at an average price of $11.16 and $13.24 per share, respectively, including fees associated with the repurchases and excluding excise tax, under the Share Repurchase Authorizations.

Current wording

Collectively, during the nine months ended September 30, 2026, we repurchased and subsequently retired 8.3 million shares of our common stock for an aggregate amount of $109.7 million including fees associated with the repurchases and excluding excise tax, under the Share Repurchase Authorizations, at an average price of $13.24 per share. We did not repurchase any shares during the three months ended September 30, 2026.

Previous wording

As a licensed internet escrow agent, we offer escrow services to customers and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to fluctuate based on marketplace activity, and they may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As of June 30, 2026 and December 31, 2025, funds held in escrow, including funds in transit, were $193.3 million and $180.8 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.

Current wording

As a licensed internet escrow agent, we offer escrow services to customers and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to fluctuate based on marketplace activity, and they may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As of September 30, 2026 and December 31, 2025, funds held in escrow, including funds in transit, were $164.6 million and $180.8 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.