What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 32 added, 20 removed, 120 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who is currently our Principal Executive Officer and Interim Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as of December 31, 2022.

Our Chief Executive Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Our management, with the participation of our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as of December 31, 2023.

Our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

9 unchanged sentences

Other Information.

On December 6, 2023 , Hayden Brown , our Chief Executive Officer , adopted a 10b5-1 sales plan, which we refer to as the Brown 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Brown 10b5-1 Sales Plan provides for the potential sale of up to 390,000 shares of our common stock.

The Brown 10b5-1 Sales Plan will be in effect until the earlier of (i) December 31, 2024 and (ii) the date on which the maximum number of shares of our common stock subject to the Brown 10b5-1 Sales Plan have been sold thereunder.

The Brown 10b5-1 Sales Plan included a representation from the officer to the broker administering the plan that the officer was not in possession of any material nonpublic information regarding Upwork or the securities subject to the plan.

A similar representation was made to us in connection with the adoption of the plan under our Insider Trading Policy.

Those representations were made as of the date of adoption of the Brown 10b5-1 Sales Plan and speak only as of that date.

In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or Upwork after the date of the representation.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

21 unchanged sentences

3.1 Restated Certificate of Incorporation

10-Q 001-38678 3.1 November 8, 2018

001-38678 3.1 June 12, 2023

3.2 Amended and Restated Bylaws.

2 unchanged sentences

S-1 333-227207 4.1 September 6, 2018

4.2 Amended and Restated Investors’ Rights Agreement, dated August 19, 2014, by and among Upwork and certain security holders of Upwork, as amended.

S-1 333-227207 4.2 September 6, 2018

Warrant, dated May 1, 2018, by and between Upwork and Tides Foundation.

8 unchanged sentences

S-1 333-227207 10.1 September 6, 2018

10.2* oDesk 2004 Stock Plan, as amended, and forms of equity agreements thereunder.

S-1 333-227207 10.2 September 6, 2018

2014 Equity Incentive Plan, as amended, and forms of equity agreements thereunder.

20 unchanged sentences

10-Q 001-38678 10.2 August 4, 2020

10.14* Offer Letter, dated July 10, 2020, by and between Upwork Inc.

and Jeff McCombs.

10-Q 001-38678 10.1 November 4, 2020

10.15* Change in Control and Severance Agreement, dated August 4, 2020, by and between Upwork Inc.

and Jeff McCombs.

10-Q 001-38678 10.2 November 4, 2020

Offer Letter, dated October 13, 2020, by and between Upwork Inc.

8 unchanged sentences

10-K 001-38678 10.19 February 15, 2022

10.20* Transition and Separation Agreement, dated September 21, 2022, by and between Upwork Inc.

and Jeff McCombs.

10-Q 001-38678 10.1 October 26, 2022

Offer Letter, dated March 22, 2023, by and between Upwork Inc.

and Erica Gessert.

001-38678 10.1

Change in Control and Severance Agreement, dated April 25, 2023, by and between Upwork Inc.

and Erica Gessert.

001-38678 10.2

Transition and Separation Agreement, dated May 2, 2023, by and between Upwork Inc.

and Eric Gilpin

August 2, 2023

21.1 List of Subsidiaries.

2 unchanged sentences

31.1 Certification of Principal Executive Officer and Interim 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.

32.1# Certification of Principal Executive Officer and Interim Pri ncipal Financial Officer Pursuant to 18 U.S.C.

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.

32.1# Certification of Principal Executive Officer and Interim Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Incentive Compensation Re covery Policy

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.

13 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Hayden Brown, as his or her true and lawful attorney-in-fact, proxy, and agent, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy, and agent, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Hayden Brown and Erica Gessert, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Hayden Brown President, Chief Executive Officer, and Director February 15, 2024

Hayden Brown (Principal Executive Officer and Interim Principal Financial Officer)

Hayden Brown (Principal Executive Officer)

/s/ Erica Gessert

Chief Financial Officer

February 15, 2024

Erica Gessert

(Principal Financial Officer)

/s/ Olivier Marie Chief Accounting Officer and Treasurer February 15, 2024

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures