8 unchanged sentences
We have never declared or paid cash dividends on our capital stock.
−Removed: We currently intend to retain all available funds and any future earnings for use in the development of our business, for repurchases under our 2024 Share Repurchase Authorization, and for general corporate purposes, and we do not anticipate paying any dividends on our capital stock in the foreseeable future.
+Added: We currently intend to retain all available funds and any future earnings for use in the development of our business, for repurchases under the 2025 Share Repurchase Authorization, and for general corporate purposes, and we do not anticipate paying any dividends on our capital stock in the foreseeable future.
Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
2 unchanged sentences
Stock Performance Graph
−Removed: This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Upwork Inc.
+Added: This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Upwork Inc.
under the Securities Act or the Exchange Act.
6 unchanged sentences
Issuer Purchases of Equity Securities
−Removed: In October 2024, our board of directors authorized the repurchase of up to $100.0 million of shares of our outstanding common stock under the 2024 Share Repurchase Authorization.
−Removed: The 2024 Share Repurchase Authorization has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason.
−Removed: As of December 31, 2024, we had $100.0 million available for repurchases under the 2024 Share Repurchase Authorization.
−Removed: There was no share repurchase activity during the three months ended December 31, 2024.
+Added: Share repurchases of our common stock under the 2025 Share Repurchase Authorization for the three months ended December 31, 2025 were as follows (in thousands, except share and per share amounts):
+Added: Period Total Number of
+Added: Shares Purchased (1)
+Added: Average Price
+Added: Paid Per Share (2)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
+Added: October 1, 2025 -
+Added: October 31, 2025
+Added: 915,103 $ 16.59 915,103 $ 82,897
+Added: November 1, 2025 -
+Added: November 30, 2025
+Added: 789,024 17.47 789,024 69,112
+Added: December 1, 2025 -
+Added: December 31, 2025
+Added: 256,909 19.74 256,909 64,040
+Added: Total 1,961,036 $ 17.36 1,961,036 $ 64,040
+Added: (1) Shares purchased are as of trade date.
+Added: (2) Average price paid per share is calculated on the trade date and excludes any excise tax that we accrue on our share repurchases as a result of the Inflation Reduction Act of 2022.
+Added: (3) In September 2025, we announced that our board of directors authorized the 2025 Share Repurchase Authorization to purchase up to $100.0 million of our common stock.
+Added: The 2025 Share Repurchase Authorization does not have a fixed expiration date and does not obligate us to acquire any dollar amount or specific number of shares.
+Added: Repurchases of our common stock under the 2025 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, or by other methods, at our discretion, and in accordance with applicable securities laws and other restrictions.
+Added: As of December 31, 2025, we had $64.0 million available for repurchases of our common stock under the 2025 Share Repurchase Authorization.
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.