−Removed: We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by gross services volume, which we refer to as GSV.
−Removed: 1 Independent talent is an increasingly sought-after, critical, and expanding segment of the global workforce.
−Removed: During the year ended December 31, 2024, our work marketplace enabled $4.0 billion of GSV.
−Removed: Independent talent that advertise and provide services to clients through our work marketplace, which we refer to as talent, includes independent professionals and agencies of varying sizes.
−Removed: We define clients as customers that seek out and work with talent through our work marketplace.
−Removed: We refer to talent and clients together as customers.
−Removed: We serve as a powerful discovery engine for talent, helping them find rewarding, engaging, and flexible work, as well as market their services and build their book of business.
−Removed: Talent benefit from access to quality clients and secure and timely payments while enjoying the freedom to run their own businesses, create their own schedules, and work from their preferred locations on projects that they find fulfilling.
−Removed: Moreover, talent have real-time visibility into opportunities that are in high demand, so that they can invest their time and focus on developing sought-after skills.
−Removed: 1 GSV represents the total amount that clients spend on our offerings as well as additional fees we charge to talent and clients for other services.
−Removed: For additional information related to how we calculate GSV, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Business” and “ — Key Financial and Operational Metrics.”
−Removed: For clients, our work marketplace provides fast, secure, and efficient access to high-quality talent with over 10,000 skills across more than 125 categories of work, such as web, mobile and software development, administrative support, sales and marketing, design and creative, and customer service, as well as more emergent categories and skills like those pertaining to generative artificial intelligence.
−Removed: We offer a direct-to-talent approach as an alternative to traditional intermediaries such as staffing firms, recruiters, and agencies by providing high-quality independent talent through our work marketplace with innovative technology features that help build trusted relationships and instill trust in remote work, including the ability to engage talent as either independent contractors or as employees of third-party staffing providers.
−Removed: Our work marketplace also enables clients to streamline workflows, including talent sourcing, outreach, and contracting.
−Removed: In addition, our work marketplace provides clients with access to essential functionality for remote engagements with talent, including communication and collaboration, the ability to receive all talent invoices through our work marketplace, and payment protection.
−Removed: Our clients range in size from independent professionals and small businesses to Fortune 100 companies.
−Removed: We believe a key differentiator of our business is our track record of creating trusted relationships, enabling our customers to successfully connect at scale.
−Removed: As the world’s largest work marketplace connecting businesses with independent talent, as measured by GSV, we benefit from network effects that drive growth in both the number of clients posting jobs and the number of talent seeking work.
−Removed: Long-term and recurring use of our work marketplace by our customers underscores its value and utility.
−Removed: We generate revenue from both talent and clients of our Marketplace and Enterprise offerings.
−Removed: Revenue is primarily generated from fees charged to talent as a percentage of their billings to clients, which we refer to as talent service fees, and to a lesser extent, fees charged to clients on a per-transaction basis, which we refer to as client marketplace fees.
−Removed: We also generate revenue through ads and monetization products, including purchases of Connects (which are virtual tokens that are required for talent to bid on projects and purchase ads products on our work marketplace), talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S.
−Removed: Additionally, we earn interest on funds held on behalf of customers.
+Added: Upwork Inc., through its complementary, wholly owned subsidiaries, connects businesses with global, AI-enabled talent across every on-demand work type, including freelance, agency, fractional, and payrolled.
+Added: Our portfolio of platforms and other workforce solutions includes the Upwork Marketplace, the world’s human and AI-powered work marketplace that connects businesses with on-demand access to highly skilled independent talent worldwide, and Lifted, our wholly owned subsidiary that provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work.
+Added: Our customers consist of both talent and clients.
+Added: We define talent as those who deliver services through the Upwork Marketplace, Lifted, or other Upwork workforce solutions.
+Added: We define clients as customers who seek and engage with talent through these platforms and other workforce solutions.
+Added: Talent includes independent professionals and agencies of varying sizes, while clients range from small businesses and entrepreneurs to large enterprises, including Fortune 100 companies.
+Added: We measure economic activity across our portfolio of platforms and other workforce solutions using Gross Services Volume, which we refer to as GSV.
+Added: GSV represents the total dollar value transacted through all Upwork platforms and other workforce solutions, including client spend for talent services.
+Added: GSV also includes other client and talent value-added services, such as AI-based solutions, purchases of Connects (which are virtual tokens that are required for talent to bid on projects and purchase ads products on the Upwork Marketplace), payment processing, memberships, and currency services.
+Added: 1 With customers in over 180 countries, our platforms and other workforce solutions enabled $4.0 billion of GSV for the year ended December 31, 2025.
+Added: Our platforms and other workforce solutions serve as a powerful discovery engine for talent, helping them find rewarding, engaging, and flexible work, as well as market their services and build their independent businesses and careers.
+Added: Through the Upwork Marketplace, talent benefit from access to quality clients and secure, timely payments while enjoying the flexibility to run their own businesses, set their own schedules, and work from their preferred locations on projects that they find fulfilling.
+Added: In addition, talent have real-time visibility into opportunities that are in high demand, allowing them to focus on developing sought-after skills.
+Added: Through Lifted, talent participate in enterprise engagements through structured workforce programs that support a variety of contingent labor engagements with enterprise clients, along with contract management, compliance support, and payment processes tailored to enterprise requirements.
+Added: For clients, our platforms and other workforce solutions provide fast, secure, and efficient access to AI-augmented solutions and high-quality talent across more than 10,000 skills in over 130 categories of work, including AI-related projects, web, mobile and software development, administrative support, sales and marketing, design and creative, and customer service.
+Added: We offer a direct-to-talent approach as an alternative to traditional intermediaries such as third-party staffing firms, recruiters, and traditional agencies by enabling clients to engage high-quality talent through our platforms and other workforce solutions.
+Added: These offerings enable clients to streamline workflows, including talent sourcing, outreach, contracting, and engagement management.
+Added: In addition, our platforms and other workforce solutions provide the infrastructure necessary for confident remote collaboration, including communication and collaboration tools, consolidated invoicing, and payment protection that supports reliable outcomes for both clients and talent.
+Added: Revenue is primarily derived through the Upwork Marketplace, which charges fees to talent as a percentage of their billings to clients, which we refer to as talent service fees, and fees to clients as a percentage of payment to talent, which we refer to as client marketplace fees.
+Added: Through the Upwork Marketplace offerings, we also generate revenue through ads and monetization products, talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S.
The expansion of our ads and monetization products enhances marketplace efficiency and provides additional opportunities for talent and clients to connect.
−Removed: Our Work Marketplace
−Removed: We believe the following core aspects of our work marketplace provide Upwork with a competitive advantage:
−Removed: Trusted Work Marketplace
−Removed: Our work marketplace fosters trust and credibility among talent and clients, while reducing the friction associated with searching for, contracting and collaborating with, and paying highly-skilled independent talent for short-term and longer-term projects.
−Removed: We use a combination of the latest technology, data science, product features, and our skilled team to position our work marketplace as a trusted online marketplace to get work done.
−Removed: We build and use software, leverage data analysis, and apply machine learning and artificial intelligence to highlight relevant talent, facilitate security and identity verification for account ownership, and flag suspicious activity to protect customers and prevent undesirable behavior on our platform.
−Removed: We closely monitor activity on our work marketplace to detect and prevent abuse and have integrated several third-party technologies, including an industry-leading fraud detection vendor.
−Removed: We provide clients with tools to validate work performed by talent and to provide both public and private feedback once the work is completed.
+Added: In addition, we generate Enterprise revenue through Lifted, which offers Enterprise workforce solutions, including client subscriptions and services fees and Managed Services offerings.
+Added: 1 For additional information on how we calculate GSV, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” and “—Key Financial and Operational Metrics.”
+Added: Additionally, we earn interest on funds held on behalf of customers.
+Added: Our Offerings
+Added: Our Upwork Marketplace offerings are designed for clients looking to identify quality talent and scale hiring quickly.
+Added: They provide access to independent talent, including those with verified work history and client feedback from the marketplace platform.
+Added: Clients benefit from the ability to quickly match with the right talent and leverage built-in collaboration features.
+Added: They can also receive perks such as a verified client badge and highlighted job posts, which help clients stand out to top talent and support more efficient hiring outcomes.
+Added: Upwork Payroll is available to clients when they choose to work with talent that they find on Upwork as employees.
+Added: With Upwork Payroll, clients have access to third-party staffing providers to employ talent and meet their talent needs through the Upwork Marketplace.
+Added: Our Enterprise workforce solutions delivered through Lifted provide enterprise organizations with scalable, flexible solutions to source, contract, manage, and pay talent across the full spectrum of contingent work.
+Added: Lifted offers clients a comprehensive suite of contingent workforce solutions including:
+Added: independent contractors, agent of record (AOR), employer-of-record (EOR), staff augmentation, and outsourcing services.
+Added: These offerings are designed for clients that have achieved, or aim to achieve, enterprise scale and require solutions that drive cost-efficiency, innovation, and productivity, while supporting more complex compliance and growth needs.
+Added: Lifted offers two lines of service—Enterprise Solutions and Managed Services.
+Added: Lifted’s Enterprise Solutions offerings provide clients with access to platform capabilities that support contingent workforce solutions involving independent contractor, AOR, EOR, and staff augmentation engagements, including sourcing, onboarding, classification, compliance and contract management, payments, and reporting.
+Added: For clients seeking a higher level of service, Lifted’s Managed Services offerings provide a service-led program management and end-to-end project delivery solution that enables enterprise clients to outsource defined functions or projects.
+Added: Under Managed Services arrangements, clients engage Lifted to deliver work outcomes, and Lifted, in turn, engages talent either directly through its subsidiaries or as employees of third-party staffing providers to perform the work for clients on Lifted’s behalf.
+Added: Lifted directly invoices the client and assumes responsibility for the work performed.
+Added: Our Work Platforms and Work Solutions
+Added: We believe the following core aspects of our platforms and workforce solutions provide Upwork with a competitive advantage:
+Added: Trusted Work Platforms and Workforce Solutions
+Added: Our platforms and workforce solutions foster trust and credibility among talent and clients, while reducing the friction associated with sourcing, contracting and collaborating with, and paying highly skilled talent for short-term and longer-term projects.
+Added: Through the Upwork Marketplace, clients can engage highly skilled independent talent for a wide range of projects.
+Added: Through our Enterprise workforce solutions provided through Lifted, clients can manage more complex contingent workforce programs, including engagements that span multiple engagement models and geographies.
+Added: We use a combination of advanced technology, data science, product features, and our skilled team to support trusted environments for getting work done.
+Added: We build and deploy proprietary software, leverage data analysis, and apply machine learning and AI to highlight relevant talent, support identity verification, and identify potentially suspicious activity to protect customers and prevent undesirable behavior.
+Added: We closely monitor activity across our platforms and integrate third-party technologies, including industry-leading fraud detection solutions, to enhance security and trust.
+Added: We provide clients with tools to track and monitor work performed by talent and to provide both public and private feedback following the completion of projects.
Our feedback system enables talent to build their business reputation by establishing long-term credibility with project review and verified client feedback.
−Removed: Talent profiles also include data from their work history on our work marketplace, including client feedback, number of hours billed, projects completed, and amount earned.
+Added: Talent profiles include data from their work history on our platforms, including client feedback, number of hours billed, projects completed, and amount earned.
This expertise is a critical factor to establish and build trust, while promoting brand loyalty and giving clients confidence in hiring talent for their next project.
−Removed: Additionally, we provide escrow services, approval workflows, and dispute processes to help ensure that clients on our work marketplace only pay for work that has been completed and talent is paid by their clients in full and on time.
+Added: In addition, our platforms and workforce solutions include capabilities designed to support trusted and reliable remote engagements, such as escrow services, approval workflows, and dispute resolution processes that help ensure clients pay only for work that has been completed and talent are paid in full and on time.
+Added: Across our Enterprise workforce solutions provided through Lifted, we provide additional governance, reporting, and compliance-related capabilities to support Enterprise clients’ operational and risk management needs.
Proprietary Data Drives Increasing Efficiencies
−Removed: We have built an expansive and unique repository of data on our work marketplace.
−Removed: Our proprietary database maintains detailed and dynamic information, including skills possessed by talent, feedback, and success indicators of talent and clients transacting on our work marketplace.
−Removed: Leveraging this data through artificial intelligence, which we refer to as AI, including machine learning models, enables us to provide a trusted, convenient, and effective experience for both new and existing customers.
−Removed: Additionally, clients are able to better connect with available talent for their projects, while at the same time enabling talent to better identify available projects that fit their specific skills.
−Removed: Moreover, our AI-driven models leverage our closed-loop transaction data on
−Removed: millions of completed projects.
−Removed: The large volume of transactions on our work marketplace positions us to improve the effectiveness of our search and match capabilities, product features and experiences, and insights we provide to our customers.
+Added: We have built an expansive and unique repository of data on our portfolio of platforms and other workforce solutions.
+Added: Our proprietary database maintains detailed and dynamic information, including skills possessed by talent, client feedback, talent work history, and success indicators of talent and clients transacting on our platforms.
+Added: By leveraging this data through AI, including machine learning models, we are able to deliver a trusted, convenient, and effective experience for both new and existing customers.
+Added: Our data-driven approach enables clients to more effectively connect with talent suited to their projects, while helping talent to better identify opportunities that align with their skills and experiences.
+Added: In addition, our AI-driven models benefit from data generated across millions of completed transactions on our platforms, including information from job posting, proposals, completed work, payments, and feedback.
+Added: The scale and volume of activity across our platforms position us to continuously improve the effectiveness of our search and matching capabilities, product features and user experiences, and the insights we provide to our customers.
Robust Functionality
−Removed: Our global work marketplace enables clients to post jobs and leverage AI-powered recommendations to efficiently connect with talent, rank proposals, and collaborate on projects.
+Added: Our platforms provide clients with the ability to post jobs and leverage AI-powered recommendations to efficiently connect with talent, rank proposals, and collaborate on projects.
We provide a range of advanced tools designed to streamline how talent and clients work together, including our proprietary AI assistant, Uma, which enhances productivity for both talent and clients.
−Removed: Our platform also includes search and collaboration capabilities, machine learning-driven talent matching and proposal ranking capabilities, time tracking and invoicing systems, and payments services.
−Removed: The robust functionality of our work marketplace is designed to enable talent to run and build their businesses more easily and to enable clients to find, hire, and collaborate with high-quality talent on a global scale.
+Added: Our platforms include search and collaboration capabilities, machine learning-driven recommendations that assist clients and talent in identifying relevant opportunities and proposals based on user-provided inputs and preferences, time tracking and invoicing functionality, and payments services.
+Added: This robust functionality is designed to enable talent to more easily run and build their businesses and to enable clients to find, hire, and collaborate with high-quality talent on a global scale.
Powerful Global Network Effects
−Removed: We have heavily invested in building a robust work marketplace with features and functionality to connect talent and clients at scale.
−Removed: We believe our work marketplace provides a strong value proposition for both talent and clients and our scale creates powerful network effects that strengthen our competitive position.
−Removed: In turn, as more clients use and post high-quality projects on our work marketplace, more talent come to seek opportunities.
−Removed: As a result, we have been able to scale our business and our global community of customers efficiently.
−Removed: Business Model with Strong Retention Metrics
−Removed: Our business is driven by talent and clients’ long-term and recurring use of our work marketplace, which leads to more predictable revenue.
−Removed: In addition, we believe the scale of our work marketplace incentivizes talent to build their business reputations on and continue to use our work marketplace.
−Removed: Our Offerings
−Removed: Our Marketplace offerings are designed for clients looking to identify quality talent and scale hiring quickly.
−Removed: Our Marketplace offerings provide clients with access to independent talent, including those with verified work history on our work marketplace and client feedback.
−Removed: Clients benefit from the ability to instantly match with the right talent and built-in collaboration features.
−Removed: They can also receive perks such as a verified client badge and highlighted job posts, which help clients stand out to top talent and achieve results.
−Removed: Upwork Payroll is available to clients when they choose to work with talent that they find on Upwork as employees.
−Removed: With Upwork Payroll, clients have access to third-party staffing providers to employ talent and meet their talent needs through our work marketplace.
−Removed: Our Enterprise offerings deliver industry-leading work solutions for clients who have achieved, or aim to achieve, enterprise scale and who are looking to be more cost-efficient, innovative, productive, and growth-oriented.
−Removed: Enterprise offers two lines of service—Enterprise Solutions and Managed Services.
−Removed: Clients of Enterprise Solutions receive all the product features of our Marketplace offerings, in addition to consolidated billing and monthly invoicing, a dedicated team of account managers, detailed reporting with company insights and trends to enable clients to hire faster and more successfully, and the opportunity for clients to onboard pre-existing independent talent onto our work marketplace.
−Removed: Enterprise Solutions also offers access to additional product features, premium access to expert-vetted talent, professional services, and payment terms flexibility.
−Removed: Additionally, through our Enterprise Compliance offering, clients can engage us to determine whether talent should be classified as an employee or an independent contractor based on the scope of talent services agreed between the client and talent and other factors.
−Removed: For clients seeking a higher level of service, Managed Services offers a service-led program management and full project lifecycle solution that enables Enterprise customers to contract entire functions.
−Removed: Through Managed Services, clients engage us to deliver the work product, and we, in turn, engage talent either directly or as employees of third-party staffing providers to perform the work for clients on our behalf.
−Removed: We directly invoice the client and assume responsibility for the work performed.
−Removed: As with our Marketplace offerings, Upwork Payroll is also available to Enterprise clients when they choose to work with talent they find on Upwork as employees.
+Added: The Upwork Marketplace benefits from powerful network effects driven by the scale and diversity of both client demand and global supply of highly skilled talent.
+Added: As more clients use the Upwork Marketplace to post projects across a broad range of categories and complexity levels, the platform attracts a growing pool of talent seeking relevant work opportunities.
+Added: In turn, a larger and more diverse talent pool improves the Upwork Marketplace’s ability to meet client needs efficiently, supporting engagement and retention on both sides of the platform.
+Added: The Upwork Marketplace supports a wide range of work types and categories, enabling clients to engage talent for both short-term and longer-term projects, as well as for increasingly complex and high-value work.
+Added: This range of activity contributes to higher client retention and repeat usage, as clients are able to address multiple needs within a single platform.
+Added: In addition, the scale of activity on the Upwork Marketplace generates proprietary work data that informs product improvements, powers AI-enhanced work delivery, and helps enhance the overall experience for clients and talent over time.
+Added: Together, these dynamics have supported the global scale of the Upwork Marketplace and sustained engagement across its customers.
+Added: Differentiated Enterprise Solutions
+Added: Lifted is designed to support enterprise organizations that require scalable infrastructure and solutions to manage contingent work across multiple engagement models, geographies, and compliance requirements.
+Added: Unlike open marketplaces, Lifted is built to integrate with enterprise workforce operations and existing operating workflows, enabling clients to manage independent contractor, AOR, EOR, staff augmentation, and outsourcing arrangements through a unified platform.
+Added: Lifted combines access to high-quality talent with governance capabilities for enterprise workforce management, along with compliance, reporting, and payment functionality.
+Added: These capabilities are intended to address the operational complexity of enterprise workforce operations, including centralized oversight, risk management, and alignment with clients’ procurement, legal, and human resources processes.
+Added: By enabling enterprises to engage contingent talent across multiple contract types within a single solution, Lifted provides clients with a more consistent and efficient way to manage contingent labor at scale.
Our Team and Culture
−Removed: Our mission—to create economic opportunities so people have better lives—is integral to our culture and how we build amazing teams and products to lead our industry.
−Removed: We enable remote work not only through our work marketplace for our customers, but also for our own team members, for whom we are proud to offer a remote-first work model, which has environmental benefits as well as other advantages, such as flexible work hours for childcare and reduced commute time.
−Removed: Our team consists of corporate employees, independent talent that we engage through our work marketplace, and advisors.
−Removed: Our team members are distributed around the world, and while we offer a flexible workspace program and a corporate office, we have built an effective remote-first culture.
−Removed: Our team works with a variety of tools and has adopted innovative practices to ensure all voices are heard, creativity is fostered, organizational effectiveness is prioritized, and business results are achieved.
−Removed: Our hybrid team and its belief in our mission, values, and vision is critical to our success.
−Removed: With consistent investment in the development of our team and our commitment to diversity, inclusion, and belonging, we cultivate an environment where people are able to perform high-impact work.
−Removed: Our mission not only drives the creation and continuous development of our work marketplace, but it is also integral to how we engage our employees and our approach to creating and fostering an inclusive environment that promotes and encourages diversity, inclusion, belonging, career development, and wellness.
−Removed: As of December 31, 2024, we had approximately 600 employees, and throughout 2024, we engaged approximately 2,200 independent team members through our work marketplace to provide services to us on a variety of internal projects.
+Added: Upwork’s purpose—creating opportunity in every era of work—is at the heart of our culture and guides how we build exceptional teams and products that lead our industry.
+Added: Our workforce is intentionally dynamic, spanning corporate employees, independent talent engaged through our platforms and other workforce solutions, and trusted advisors, and we bring our purpose to life both externally and internally through innovative AI technology that helps team members work smarter and more efficiently.
+Added: We support flexibility through a global workspace program, with team members distributed around the world and connected through corporate offices in a hybrid model that enables meaningful in-person collaboration.
+Added: Across this ecosystem, we use a robust tool set and AI-enabled practices to ensure every voice is heard, creativity thrives, organizational effectiveness stays front and center, and measurable business outcomes are delivered.
+Added: With ongoing investment in learning and development and our commitment to team enablement, we foster an environment where people can do their best work and drive outsized impact.
+Added: Our purpose not only drives the creation and continuous development of our platforms and workforce solutions, but it is also integral to how we engage our team members and our approach to creating and fostering an inclusive environment that promotes and encourages team enablement, career development, and wellness.
+Added: As of December 31, 2025, we had approximately 630 employees, and throughout 2025, we engaged approximately 1,600 independent team members through our platforms and other workforce solutions to provide services on a variety of internal projects.
We believe the positive relationship between us, our team members, and our unique, strong culture differentiates us and is a key driver of our business success.
−Removed: Diversity, Inclusion, and Belonging
−Removed: We put our people and their experiences first.
−Removed: We view belonging as a feeling, inclusion as a practice, and diversity as an outcome.
−Removed: We foster belonging through our Upwork Belonging Communities—groups that build empathy and promote inclusive skill-building.
−Removed: We cultivate inclusion by equipping managers with training and tools to effectively build and lead inclusive, innovative teams that amplify team members’ voices.
−Removed: Additionally, we practice multi-dimensional compensation reviews during our semi-annual employee performance evaluation processes.
−Removed: This is led by a cross-functional team of human resource and legal leaders to help ensure we are fair and merit-based in our rewards and recognition strategy.
−Removed: We will continuously explore programs and practices that cultivate an inclusive culture in which every team member belongs.
Training and Development
−Removed: As an organization built on talent and skills development, we understand the value of providing our employees with ongoing professional development and leadership opportunities to advance their careers.
−Removed: Led by our dedicated learning and development team, we offer our team members an array of learning and development opportunities, including access to an online learning platform with an extensive course library and relevant workshops at key milestones such as onboarding.
+Added: As an organization built on talent and skills development, we recognize the importance of providing our employees with ongoing professional development and leadership opportunities to support career progression and business performance.
+Added: Led by our Learning and Development team, we offer a range of learning and development programs designed to establish clear performance expectations, support employee growth and mobility, and build leadership capabilities across the organization.
+Added: These efforts include access to an online learning platform with a broad course library covering AI-enabled, functional, and job-specific skills, as well as targeted learning experiences at key moments such as onboarding, manager and leadership development, and required compliance training.
+Added: Through these programs, we seek to maintain consistent standards for performance and development and to support an effective, skilled, and adaptable workforce.
Benefits and Competitive Compensation
We strive to offer market-competitive compensation and benefits to attract and retain employees for the long-term.
−Removed: We engage an independent compensation consultant to benchmark our employee compensation with external sources to ensure fair and equitable pay practices.
−Removed: We provide total rewards that attract and retain world-class employees through a total compensation package that includes equity-based awards for certain roles to align employee compensation with stockholder interests.
+Added: We regularly benchmark our employee compensation with external sources to ensure fair and equitable pay practices.
+Added: We provide total rewards that attract and retain world-class employees through a total compensation package that includes equity-based and long-term cash awards for certain roles to align employee compensation with stockholder interests.
Knowing our employees have diverse needs and life priorities, we also provide comprehensive benefits and services to those eligible, which include core benefits such as medical, dental, vision, and disability insurance, in addition to benefits tailored to the specific needs of our employees, such as mental health, fertility, family back-up care, and adoption support.
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Additionally, we offer benefits like a 401(k) plan with matching contributions and an employee stock purchase plan that enables eligible employees to purchase shares of our stock at a discount through payroll deductions.
−Removed: These programs empower employees to take charge of their financial goals and
−Removed: build long-term security.
+Added: These programs empower employees to take charge of their financial goals and build long-term security.
Additionally, we offer a tuition reimbursement program to support employees in upskilling and furthering their professional development, empowering them to grow their careers while contributing to our long-term success.
Workforce Engagement and People Analytics
−Removed: We engage our workforce in meaningful ways and take timely action in response to feedback.
−Removed: Research into workforce experience begins during onboarding and is sustained throughout a team member’s tenure at Upwork.
−Removed: This “lifecycle” approach to workforce research affords Upwork senior leadership and People team members ongoing and near-real-time insight into critical moments of worker experience and productivity.
−Removed: The collection of such data allows leadership, line managers, and our People team to identify successes and opportunities at many levels, including for individual team members, company-wide programs or larger organizational units.
−Removed: Over time, the aggregation and analysis of such data enables us to optimize for those workforce factors that drive crucial people and business outcomes.
−Removed: Additionally, we have a dedicated people analytics team, which has enabled us to build on insights from our lifecycle listening program, as well as broader data sources and methods, and uncover strategic and operational insights that will further improve the overall experience of our workforce and drive performance of our business.
+Added: We engage with our workforce in meaningful ways and take timely action in response to feedback in connection with workforce-related practices.
+Added: Research into workforce experience begins during onboarding and continues throughout a team member’s tenure at Upwork.
+Added: This approach provides Upwork senior leadership and People
+Added: team members with ongoing and near-real-time insight into key stages of the workforce experience.
+Added: The collection of such data allows leadership, managers, and our People team to identify successes and opportunities at multiple levels, including for individual team members, company-wide programs or larger organizational units.
+Added: Over time, the aggregation and analysis of such data informs workforce-related decision-making and supports business objectives.
+Added: In addition, we have a dedicated people analytics team that builds on insights from workforce feedback, including our lifecycle listening program, as well as broader data sources and methods, to develop strategic and operational insights.
+Added: These insights are used to inform workforce planning and initiatives related to employee experience and organizational effectiveness and to support overall business performance.
Employee Wellness
Employee safety and well-being is of paramount importance to us.
−Removed: We empower our team with cutting-edge productivity and collaboration tools, as well as training and toolkits designed to help leaders thrive in managing remote teams.
−Removed: In addition, we promote programs to support our employees’ physical, financial, and mental well-being.
+Added: We promote programs to support our employees’ physical, financial, and mental well-being.
For example, we regularly conduct internal surveys to assess the well-being and needs of our employees, and we offer employee assistance and mindfulness programs to help employees and their families manage anxiety, stress, sleep, and overall well-being.
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Board of Directors Oversight
−Removed: Our board of directors recognizes the critical importance of our team and the necessity to ensure a diverse, inclusive, effective, and creative work environment that is centered around a values-based culture.
+Added: Our board of directors recognizes the importance of our team and the value of an effective, creative, and inclusive work environment centered around a merit-based culture.
Our board of directors meets regularly with management to discuss issues impacting our team members and ways to support our workforce.
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Sales and Marketing
−Removed: Our sales and marketing organizations work closely together to increase awareness, generate customer demand, build a strong sales pipeline, and grow account relationships across clients of all sizes, including independent professionals and small businesses to Fortune 100 companies, to accelerate GSV and revenue growth.
+Added: Our sales and marketing organizations work closely together to increase awareness, generate customer demand, build a strong sales pipeline, and grow account relationships across clients of all sizes to accelerate GSV and revenue growth.
Enterprise Sales
−Removed: Our Enterprise sales team focuses on clients interested in our Enterprise Solutions and Managed Services offerings.
+Added: Our Enterprise sales team focuses on clients interested in our Enterprise Solutions and Managed Services offerings delivered through Lifted.
Our Enterprise sales team consists of teams that focus on one of two primary areas—Land and Expand.
The Land team consists of business development representatives and other quota-carrying account executives who are primarily focused on acquiring new clients who have achieved, or aim to achieve, enterprise scale.
−Removed: The Expand team consists of quota-carrying account management and success team members who help new and existing clients scale usage of our work marketplace throughout their organizations.
−Removed: We achieve this by strategically developing and growing relationships within client organizations at all levels, from users to buyers to executives, as well as executing persona-based workshops, webinars, and account-based marketing campaigns that drive additional client spend through our work marketplace.
−Removed: We believe this land-and-expand strategy helps clients ramp their usage of our platform and drives more value, awareness, and adoption over time.
−Removed: In 2024, we realigned our Enterprise sales organization to enhance operational efficiency and optimize resources for client acquisition and support.
−Removed: We employ a holistic and integrated marketing strategy aimed at attracting clients to our work marketplace and guiding them toward the right product offerings to meet their business needs.
−Removed: Our approach begins with building
−Removed: awareness of our brand and highlighting the advantages of hiring independent talent compared to traditional staffing models.
+Added: The Expand team consists of quota-carrying account management and success team members who help new and existing clients scale usage of our Enterprise offerings throughout their organizations.
+Added: We achieve this by strategically developing and growing relationships within client organizations at all levels, from users to buyers to executives, as well as executing persona-based workshops, webinars, and account-based marketing campaigns that drive additional client spend.
+Added: We believe this land-and-expand strategy helps clients ramp their usage of our Enterprise offerings and drives more value, awareness, and adoption over time.
+Added: In 2025, we paused certain new client acquisition efforts in advance of the launch of Lifted, while focusing on improving our operational capabilities and reducing cost to serve within account management.
+Added: We employ a holistic and integrated marketing strategy aimed at attracting clients to our platforms and workforce solutions and guiding them toward the right product offerings to meet their business needs.
+Added: Our approach begins with building awareness of our brand and highlighting the advantages of our direct-to-talent approach compared to traditional staffing models.
These advantages include access to high-quality talent, reduced time-to-hire, greater flexibility, and cost efficiencies.
−Removed: Additionally, Upwork fosters trusted relationships while providing both clients and independent talent greater control over their businesses and careers.
−Removed: To support this strategy, the Upwork Research Institute publishes proprietary insights based on platform data and third-party research that are leveraged for marketing activities across the client acquisition funnel, driving thought leadership through speaking engagements, social media activations, and earned media, including widespread press coverage.
+Added: Additionally, we foster trusted relationships while providing both clients and talent greater control over their businesses and careers.
+Added: To support this strategy, the Upwork Research Institute publishes proprietary insights based on Upwork Marketplace platform data and third-party research that are leveraged for marketing activities across the client acquisition funnel, driving thought leadership through speaking engagements, social media activations, and earned media, including widespread press coverage.
Our earned and owned media initiatives contribute to shaping influential conversations about the future of work and the value of flexible talent solutions, further enhancing brand awareness.
−Removed: Building on our brand positioning, we address key client needs throughout our marketing efforts, ensuring clients can easily identify and leverage the right Upwork product for their goals.
+Added: Building on our brand positioning, we address key client needs throughout our marketing efforts, ensuring clients can easily identify and leverage the right product for their goals.
While a significant portion of new client registrations originates from direct and non-paid channels, we also invest in targeted programs to expand our client pipeline.
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To drive client retention and growth, we deploy email and lifecycle marketing programs aimed at engagement, cross-selling, and upselling opportunities.
−Removed: Additionally, we invest in advertising campaigns, including television, digital, and streaming audio placements, to further promote awareness and adoption of our solutions.
Our Technology
−Removed: We invest substantial resources in research and development to enhance our platform, develop new products and features, and improve our infrastructure.
−Removed: We utilize a flexible systems architecture to allow us to scale easily as our platform usage increases and to provide a consistent and robust customer experience.
+Added: We invest substantial resources in research and development to enhance our platforms and workforce solutions, develop new products and features, and improve our infrastructure.
+Added: We utilize a flexible systems architecture to allow us to scale easily as platform usage increases and to provide a consistent and robust customer experience.
+Added: These investments support reliability, security, AI capabilities, and scalability, across our platforms and workforce solutions, as discussed below.
The core focus of our technology is on:
−Removed: Our infrastructure is designed to provide high reliability and robust platform performance.
+Added: The infrastructure of the Upwork Marketplace is designed to provide high reliability and robust platform performance.
There are four components to our reliability strategy:
Modern Distributed Infrastructure.
−Removed: We have engineered and implemented a modern, distributed core infrastructure design that provides for failures to occur at the individual system level without disrupting service or impacting the customer experience.
+Added: We have engineered and implemented a modern, distributed core infrastructure design intended to provide for failures to occur at the individual system level without disrupting service or impacting the customer experience.
Services-Oriented Architecture.
We have focused on building a services-oriented architecture hosted on Amazon Web Services, which we refer to as AWS, designed to independently scale, or failover, as needed, by leveraging the capabilities of the AWS platform.
−Removed: As a result, we believe we are more resilient to unexpected surges in traffic or to new code changes that we may introduce.
+Added: As a result, we believe the platform is resilient to unexpected surges in traffic or to new code changes that we may introduce.
Isolation as a Design Philosophy.
−Removed: Leveraging the philosophy of domain-driven design, we have divided our platform into multiple sections to reduce the likelihood that a failure in any one section would negatively impact other sections of our platform.
+Added: Leveraging the philosophy of domain-driven design, we have divided the platform into multiple sections to reduce the likelihood that a failure in any one section would negatively impact other sections of the platform.
Intelligent Monitoring and Automated Remediation.
−Removed: Our platform is designed to continuously monitor its own health and act appropriately to maintain its health, particularly during our deployment of new code or in response to any single infrastructure or platform issue.
−Removed: Our platform is designed to help ensure the security of our data and systems, protect our customers’ personal information, and meet the rigorous privacy and security requirements of our Enterprise clients.
−Removed: To that end, we have obtained and maintain the following security and privacy certifications:
−Removed: ISO 27001 and 27018, SOC 2 Type 2 certification, SOC 3 certification, PCI-DSS Level 1 certification, U.S.
−Removed: Department of Commerce Data Privacy Framework certifications, and TRUSTe Enterprise Privacy & Data Governance Practices certification from TrustArc.
−Removed: Our information security controls operate at multiple levels and are designed to detect, prevent, and mitigate cybersecurity threats.
−Removed: All access to our platform is encrypted using industry-standard transport layer security technology, and customers can further secure their accounts with two-factor authentication.
−Removed: For additional details regarding our cybersecurity risk management and strategy, see Part I, Item 1C, “Cybersecurity.”
−Removed: Artificial Intelligence Capabilities
−Removed: We leverage real-time and historical data to create an adaptive experience for our customers.
−Removed: Our platform contains a large repository of closed-loop data for the entire lifecycle of work, starting from when clients post
−Removed: projects to when talent and clients match, how they communicate via on-platform messaging and collaboration tools, how and when payment is transferred, and feedback on their engagements.
−Removed: Our platform leverages artificial intelligence, including machine learning models, and we continue to invest in the latest advances in AI to train these models on our large, proprietary behavioral data to better predict future behaviors that drive successful outcomes for customers.
+Added: The platform is designed to continuously monitor its own health and act appropriately to maintain its health, particularly during our deployment of new code or in response to any single infrastructure or platform issue.
+Added: Our platforms and other workforce solutions are designed with security measures intended to protect our data and systems, safeguard customer information, and address the privacy and security requirements of our clients.
+Added: Each operating subsidiary maintains separate certification scopes that reflect its respective products, operating environments, and customer requirements, while following consistent, robust information security practices across the organization.
+Added: Across our platforms and workforce solutions, we implement layered information security controls designed to detect, prevent, and mitigate cybersecurity threats, including industry-standard encryption for data in transit and customer-available account security features, such as multi-factor authentication.
+Added: Additional information regarding our cybersecurity risk management, governance, and strategy is described in Part I, Item 1C, “Cybersecurity.”
+Added: AI Capabilities
+Added: The Upwork Marketplace platform utilizes AI, including machine learning models, leveraging real-time and, where appropriate, historical data to create an adaptive experience for our customers.
+Added: Our Upwork Marketplace platform contains a large repository of closed-loop data for the entire lifecycle of work, starting from when clients post projects to when talent and clients match, how they communicate via on-platform messaging and collaboration tools, how and when payment is transferred, and feedback on their engagements.
Traditional query-based search capabilities are enriched by proprietary AI-powered models that drive real-time algorithms optimized to facilitate discovery and the “best match” between a client’s project requirements and talent’s unique skill set.
We leverage AI to balance supply and demand within the platform as well.
−Removed: Talent receives data on market rates based on similar jobs when submitting proposals.
−Removed: When clients post jobs, similar rate resources also appear within the system.
−Removed: Upon registration, our AI models assess the potential of talent to be successful on our work marketplace.
−Removed: In 2024, we acquired Objective AI, Inc., which we refer to as Objective AI, an AI-native search-as-a-service platform, with the aim of further enhancing our core search and matching capabilities and enabling richer insights into client needs and talent capabilities.
−Removed: By incorporating Objective AI’s technology, such as multi-modal semantic search, we hope to be better positioned to provide enhanced precision and efficiency in connecting talent and clients.
−Removed: The expertise of Objective AI’s personnel will also deepen the capabilities of Upwork’s AI and machine learning team.
−Removed: Our cloud-based platform has been designed to be elastic, scaling automatically with increased usage, supporting sudden traffic spikes by dynamically bringing additional capacity online as required, then scaling back to ensure consistent and predictable cost management.
+Added: Talent receives data on market rates based on similar jobs when submitting proposals and can set their own rates with these insights in mind.
+Added: When clients post jobs, similar rate insights also appear within the system.
+Added: We continue to invest
+Added: in the latest advances in AI to train our models on our large, proprietary behavioral data to better predict future behaviors that drive successful outcomes for customers.
+Added: Our cloud-based Upwork Marketplace platform has been designed to be elastic, scaling automatically with increased usage, supporting sudden traffic spikes by dynamically bringing additional capacity online as required, then scaling back to ensure consistent and predictable cost management.
Our Social and Environmental Impact
−Removed: Our mission is to create economic opportunities so people have better lives.
−Removed: Everything we do to build a better way to work—from our product offerings, to our grant making and volunteerism, to the policies and programs that guide our operations—is driven by this mission and our commitment to be a force for good.
−Removed: Empowered by our work marketplace, millions of people from diverse backgrounds and locations around the globe are accessing economic opportunities previously unavailable to them.
+Added: Upwork exists to create opportunity in every era of work and we are focused on building a company and suite of products that enable teams to work better and support economic opportunity, trust, ethics, and environmental sustainability.
+Added: Empowered by the Upwork Marketplace, millions of people from diverse backgrounds and locations around the globe are accessing economic opportunities previously unavailable to them.
We enable workers to engage with clients beyond their local labor market, choose when to work and what projects to pursue, and set their own rates.
−Removed: Upwork provides a new way for talent to market their skills and expertise and we enable inclusive hiring practices through continuous accessibility improvements, analysis of potential underlying bias in our technology, and features like our diversity-certified talent badges.
+Added: The Upwork Marketplace provides a new way for talent to market their skills and expertise and enables inclusive hiring practices through continuous accessibility improvements and regular analysis of potential underlying bias in our technology.
We are also powering a more efficient and sustainable way to work.
−Removed: We believe that by facilitating remote work engagements and providing our customers with the tools they need to collaborate from afar, we are helping them avoid work-related commutes and business travel.
−Removed: Our work marketplace is also connecting sustainability professionals with mission-driven clients, including thousands of nonprofits on Upwork.
−Removed: By committing to carbon-neutral operations and to purchasing carbon-free electricity to match 100% of our office and remote work electricity consumption, we are demonstrating how companies across the globe can take action on climate change.
+Added: We believe that by facilitating remote work engagements and providing our customers with the tools they need to collaborate from afar, we are helping them avoid work-related commutes, business travel, and other limitations of a local-only model.
+Added: The Upwork Marketplace also connects sustainability professionals with mission-driven clients, including thousands of nonprofits on the platform.
+Added: By committing to carbon-neutral operations and to purchasing carbon-free electricity to match 100% of our office and remote work electricity consumption, we are demonstrating how companies across the globe can take positive remedial action on climate change.
We are also pursuing strategies to reduce our Scope 3 emissions intensity from employee commuting, business travel, and purchased goods and services as we grow.
−Removed: Our drive to create a more equitable and sustainable future of work has helped us identify new ways to serve our stakeholders—including our clients and the independent talent on our work marketplace, our own team members, our investors, and our community partners—and contribute to long-term value creation.
+Added: Our drive to create a more equitable and sustainable future of work has helped us identify new ways to serve our stakeholders—including our customers, our own team members, our investors, and our community partners—and contribute to long-term value creation.
We continuously assess our social and environmental impact, and we are committed to addressing both short- and long-term risks and opportunities across our value chain.
−Removed: We address these risks and opportunities across four key themes:
−Removed: economic opportunity;
−Removed: team enablement;
−Removed: the environment;
−Removed: and trust and ethics.
−Removed: The market segment for independent talent and the clients that engage them is highly competitive, rapidly evolving, fragmented, and subject to changing technology, shifting needs, and frequent introductions of new competitors as well as new offerings and services.
+Added: The market for contingent talent and the clients that engage them is highly competitive, rapidly evolving, fragmented, and subject to changing technology, shifting needs, and frequent introductions of new competitors as well as new offerings and services.
The market continues to draw increased third-party investment and new competitor entrants, driven by changing labor market dynamics.
We compete with a number of online and offline platforms and services domestically and internationally, as well as traditional staffing firms, to attract and retain customers and expand our share of customer spend.
−Removed: Artificial intelligence tools are emerging as an additional area
−Removed: of competition as technology becomes capable of generating work outputs that could otherwise be produced by independent talent.
+Added: AI tools are emerging as an additional area of competition as technology becomes capable of generating work outputs that could otherwise be produced by human talent.
We believe the principal competitive factors in our market segment include:
• platform features and functionality, including efficient and accelerated time to hire;
−Removed: • verified talent work history and client payment history;
+Added: • verified talent work history, client feedback, and client payment history;
• size and engagement of customer base, including the ability to attract and retain clients with a need for talent services;
• breadth of skill categories offered by a platform’s rated quality talent;
+Added: • depth and availability of qualified talent, including in high-demand skill categories;
• availability of high-quality projects from clients of all sizes, including Fortune 100 companies;
• uniqueness, size, and scope of data assets;
−Removed: • ease of use;
+Added: • platform ease of use;
• brand awareness and reputation;
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• strength of sales and marketing efforts;
−Removed: • ability to innovate and develop new or improved offerings and services;
+Added: • ability to innovate and develop new or improved offerings and services, including AI tools, services, and functionality;
• greater flexibility with cost structure and reduced operating costs;
−Removed: • level of workflow automation driven by machine learning and artificial intelligence tools.
+Added: • level of workflow automation driven by machine learning and AI tools.
We believe that we compete favorably with respect to these factors and are committed to making continued investments in our business to ensure our long-term success.
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We rely upon a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property.
−Removed: We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees, independent team members that we engage through our work marketplace, advisors, and consultants to control access to, and clarify ownership of, our software and other inventions and intellectual property, documentation, and other proprietary information.
+Added: We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees, independent team members that we engage through our platforms and other workforce solutions, advisors, and consultants to control access to, and clarify ownership of, our software and other inventions and intellectual property, documentation, and other proprietary information.
As of December 31, 2025, we held 21 issued U.S.
−Removed: patents, with 3 patent applications pending.
−Removed: As of December 31, 2024, we held seven registered trademarks in the United States, including Upwork, Elance, oDesk, “Work Without Limits,” and “Talent Cloud,” and also held 163 registered trademarks in foreign jurisdictions.
+Added: patents, with one patent application pending, seven registered trademarks in the United States, including Upwork, Elance, oDesk, “Work Without Limits,” and the Uma rosette, and more than 160 registered trademarks in foreign jurisdictions.
We continually review our development efforts to assess the existence and patentability of new intellectual property.
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We have a robust regulatory compliance program built to comply with the various U.S.
−Removed: federal and state and foreign laws and regulations that are applicable to internet companies and businesses that operate online marketplaces connecting businesses with independent talent.
+Added: federal and state and foreign laws and regulations that are applicable to internet companies, businesses that operate online marketplaces connecting businesses with independent talent, and firms operating in the staffing sector.
Our compliance program gives us the ability to pursue products and features that are or may be governed by complex laws and regulatory regimes.
−Removed: These laws and regulations may involve areas such as labor and employment (including worker classification and independent contractor relationships), data protection, content regulation, intellectual property, data sharing and privacy, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering and sanctions laws, the development, use and training of artificial intelligence models, or other subjects.
−Removed: Moreover, we provide escrow services to our customers and are therefore licensed as an internet escrow agent by the California Department of Financial Protection and Innovation, which we refer to as the DFPI.
+Added: These laws and regulations may involve areas such as labor and employment (including worker classification and independent contractor relationships), data protection, content regulation, intellectual property, data sharing and privacy, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering and sanctions laws, the development, use and training of AI models, or other subjects.
+Added: Moreover, we provide escrow services to our customers and maintain a subsidiary licensed as an internet escrow agent by the California Department of Financial Protection and Innovation, which we refer to as the DFPI.
Many of the laws and regulations that are or may be applicable to our business are still evolving and being tested in courts and could be interpreted in ways that could adversely impact our business.
−Removed: In addition, the application and interpretation of
−Removed: these laws and regulations often are uncertain, particularly in the industry in which we operate.
−Removed: See Part I, Item IA, “Risk Factors—Risks Related to Legal and Regulatory Matters” for more information.
+Added: In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the industry in which we operate.
+Added: See Part I, Item 1A, “Risk Factors—Risks Related to Legal and Regulatory Matters” for more information.
Available Information
Our principal executive office is located at 530 Lytton Avenue, Suite 301, Palo Alto, California 94301, and our mailing address is 3490 S 4400 W #70008, West Valley City, Utah 84120.
−Removed: Our website is located at www.upwork.com, and our investor relations website is located at investors.upwork.com.
+Added: Our primary website is located at www.upwork.com, Lifted’s website is located at www.go-lifted.com, and our investor relations website is located at investors.upwork.com.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to those reports, are available free of charge through our investor relations website as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.
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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.