16 unchanged sentences
Other Information.
−Removed: 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.
−Removed: The Brown 10b5-1 Sales Plan provides for the potential sale of up to 390,000 shares of our common stock.
−Removed: 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.
−Removed: 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.
−Removed: A similar representation was made to us in connection with the adoption of the plan under our Insider Trading Policy.
−Removed: Those representations were made as of the date of adoption of the Brown 10b5-1 Sales Plan and speak only as of that date.
−Removed: 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.
+Added: Insider Trading Arrangements
+Added: During the three months ended December 31, 2024, one of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 105b-1(c) under the Exchange Act, which is referred to as the Sales Plan, as set forth in the table below.
+Added: The Sales Plan included a representation from Ms.
+Added: Brown to the broker administering the plan that she was not in possession of any material nonpublic information regarding Upwork or the Upwork securities subject to the Sales Plan.
+Added: A similar representation was made to us in connection with the adoption of the Sales Plan under our Insider Trading Policy.
+Added: Those representations were made as of the date of adoption or modification of the Sales Plan and speak only as of that date.
+Added: In making those representations, there is no assurance with respect to any material
+Added: nonpublic information of which Ms.
+Added: Brown was unaware, or with respect to any material nonpublic information acquired by her or us after the date of the representation.
+Added: Name and Position Action Date Type of Trading
+Added: Maximum Number of Shares of Common Stock
+Added: Eligible for Sale
+Added: Expiration Date (1)
+Added: Adoption December 6, 2024 Rule 10b5-1
+Added: December 31, 2025
+Added: President and Chief Executive Officer
+Added: (1) The trading arrangement will be in effect until the earlier of (i) the expiration date set forth in the table and (ii) the date on which the maximum number of shares of our common stock subject to the Sales Plan have been sold thereunder.
+Added: (2) Includes (i) up to 193,510 shares issuable upon exercise of a stock option previously granted to Ms.
+Added: Brown, which stock option is fully vested and exercisable and expires on December 31, 2025 and (ii) up to 560,000 shares held by Ms.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders, which we refer to as the Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023, and is incorporated herein by reference.
+Added: We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of Upwork securities that applies to all Upwork personnel, including directors, officers, employees, and other covered persons.
+Added: The Insider Trading Policy also provides that Upwork will not transact in its own securities unless in compliance with U.S.
+Added: securities laws.
+Added: We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Upwork.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
+Added: The remaining information required by this item will be included in our Proxy Statement for the 2025 Annual Meeting of Stockholders, which we refer to as the Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024, and is incorporated herein by reference.
Executive Compensation.
20 unchanged sentences
3.2 Amended and Restated Bylaws .
−Removed: 8-K 001-38678 3.1 October 24, 2022
+Added: 8-K 001-38678 3.1 May 1, 2024
4.1 Form of Common Stock Certificate.
3 unchanged sentences
Description of Securities Registered Under Section 12 of the Exchange Act.
+Added: February 15, 2024
Indenture, dated as of August 10, 2021, between Upwork Inc.
3 unchanged sentences
8-K 001-38678 4.2 August 10, 2021
−Removed: 10.1* Form of Indemnification Agreement by and between Upwork and each of its directors and executive officers.
+Added: 10.1* Form of Indemni ty Agreement by and between Upwork and each of its directors and executive officers.
S-1 333-227207 10.1 September 6, 2018
17 unchanged sentences
10-K 001-38678 10.11 March 2, 2020
−Removed: Change in Control and Severance Agreement, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin.
−Removed: 10-Q 001-38678 10.1 August 4, 2020
−Removed: Amended and Restated Offer Letter, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin.
−Removed: 10-Q 001-38678 10.2 August 4, 2020
Offer Letter, dated October 13, 2020, by and between Upwork Inc.
6 unchanged sentences
8-K 001-38678 10.1 August 10, 2021
−Removed: Lease Agreement, dated May 14, 2014, by and between Upwork and CLPF, as amended.
−Removed: 10-K 001-38678 10.19 February 15, 2022
Offer Letter, dated March 22, 2023, by and between Upwork Inc.
4 unchanged sentences
001-38678 10.2
−Removed: Transition and Separation Agreement, dated May 2, 2023, by and between Upwork Inc.
−Removed: and Eric Gilpin
−Removed: August 2, 2023
+Added: Amended and Restated Offer Letter, dated November 14, 2024, by and between Upwork Inc.
+Added: and Dave Bottoms .
+Added: Change in Control and Severance Agreement, dated March 18, 2024, by and between Upwork Inc.
+Added: and Dave Bottoms .
+Added: Insider Trading P olicy .
21.1 List of Subsidiaries.
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Incentive Compensation Re covery Policy
+Added: Incentive Compensation Recovery Policy .
+Added: 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.
38 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.