1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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, 2024.
+Added: 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 Exchange Act, as of December 31, 2025.
Our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, 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.
13 unchanged sentences
Insider Trading Arrangements
−Removed: 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.
−Removed: The Sales Plan included a representation from Ms.
+Added: During the three months ended December 31, 2025, one of our directors and 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 10b5-1(c) under the Exchange Act, each of which is referred to as a Sales Plan, as set forth in the table below.
+Added: Each Sales Plan included a representation from Ms.
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.
1 unchanged sentence
Those representations were made as of the date of adoption or modification of the Sales Plan and speak only as of that date.
−Removed: In making those representations, there is no assurance with respect to any material
−Removed: nonpublic information of which Ms.
+Added: In making those representations, there is no assurance with respect to any material nonpublic information of which Ms.
Brown was unaware, or with respect to any material nonpublic information acquired by her or us after the date of the representation.
3 unchanged sentences
Expiration Date (1)
−Removed: Adoption December 6, 2024 Rule 10b5-1
+Added: November 11, 2025 Rule 10b5-1
December 31, 2025
President and Chief Executive Officer
−Removed: (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.
−Removed: (2) Includes (i) up to 193,510 shares issuable upon exercise of a stock option previously granted to Ms.
−Removed: 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.
+Added: November 19, 2025 Rule 10b5-1
+Added: 650,000 December 31, 2026
+Added: (1) At the time of adoption, each Sales Plan contemplated termination at 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) Included (i) up to 193,510 shares issuable upon exercise of a stock option previously granted to Ms.
+Added: Brown and (ii) up to 560,000 shares held by Ms.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
28 unchanged sentences
3.2 Amended and Restated Bylaws.
−Removed: 8-K 001-38678 3.1 May 1, 2024
+Added: 001-38678 3.1 February 9, 2026
4.1 Form of Common Stock Certificate.
3 unchanged sentences
4.3 Description of Securities Registered Under Section 12 of the Exchange Act.
−Removed: 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 Indemni ty Agreement by and between Upwork and each of its directors and executive officers.
+Added: 10.1* Form of Indemnity Agreement by and between Upwork and each of its directors and executive officers.
S-1 333-227207 10.1 September 6, 2018
5 unchanged sentences
S-1 333-227207 10.5 September 6, 2018
−Removed: Offer Letter, dated February 25, 2015, by and between Upwork and Elizabeth Nelson.
−Removed: S-1 333-227207 10.13 September 6, 2018
Offer Letter, dated August 3, 2018, by and between Upwork and Gary Steele.
S-1 333-227207 10.16 September 6, 2018
−Removed: Upwork Performance Bonus Plan.
−Removed: 10-Q 001-38678 10.2 May 8, 2019
Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan.
10-Q 001-38678 10.2 August 7, 2019
−Removed: Change in Control and Severance Agreement, dated December 8, 2019, by and between Upwork and Hayden Brown.
−Removed: 10-K 001-38678 10.8 March 2, 2020
Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown.
11 unchanged sentences
001-38678 10.1
−Removed: Change in Control and Severance Agreement, dated April 25, 2023, by and between Upwork Inc.
−Removed: and Erica Gessert.
−Removed: 001-38678 10.2
Amended and Restated Offer Letter, dated November 14, 2024, by and between Upwork Inc.
and Dave Bottoms.
−Removed: Change in Control and Severance Agreement, dated March 18, 2024, by and between Upwork Inc.
−Removed: and Dave Bottoms .
−Removed: Insider Trading P olicy .
+Added: February 13, 2025
+Added: Offer Letter, dated April 17, 2025, by and between Upwork Inc.
+Added: August 6, 2025
+Added: Offer Letter, dated April 22, 2025, by and between Upwork Inc.
+Added: and Glenn Kelman.
+Added: August 6, 2025
+Added: Amended and Restated Change in Control and Severance Agreement, dated June 16, 2025, by and between Upwork Inc.
+Added: and Hayden Brown.
+Added: 001-38678 10.4
+Added: August 6, 2025
+Added: Amended and Restated Change in Control and Severance Agreement , dated June 16, 2025, by and between Upwork Inc.
+Added: and Erica Gessert.
+Added: August 6, 2025
+Added: Upwork Amended and Restated Performance Bonus Plan.
+Added: 10-Q 001-38678 10.1
+Added: November 4, 2025
+Added: Amendment to Offer Letter, effective Augu st 18, 2025, by and among Upwork Inc., Upwork Global LLC and David T.
+Added: November 4, 2025
+Added: Amend ed and Restated Change in Control and Severance Agreement, dated August 18, 2025, by and among Upwork Inc., Upwork Global LLC and David T.
+Added: November 4, 2025
+Added: 19.1 Insider Trading Policy.
21.1 List of Subsidiaries.
1 unchanged sentence
24.1 Power of Attorney (included on signature page to Annual Report).
−Removed: 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.
+Added: 31.1 Certification of Principal Executive 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.
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.
−Removed: 32.1# Certification of Principal Executive Officer and Interim Principal Financial Officer Pursuant to 18 U.S.C.
+Added: 32.1# Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
28 unchanged sentences
(Principal Financial Officer)
−Removed: /s/ Olivier Marie Chief Accounting Officer and Treasurer February 13, 2025
−Removed: Olivier Marie (Principal Accounting Officer)
−Removed: /s/ Gregory C.
−Removed: Gretsch Director February 13, 2025
+Added: /s/ Sabrina Mekhalfa
+Added: Chief Accounting Officer
+Added: February 12, 2026
+Added: Sabrina Mekhalfa
+Added: (Principal Accounting Officer)
+Added: Director February 12, 2026
/s/ Kevin Harvey Director February 12, 2026
+Added: /s/ Glenn Kelman
+Added: Director February 12, 2026
/s/ Thomas Layton Director February 12, 2026
Thomas Layton
−Removed: /s/ Elizabeth Nelson Director February 13, 2025
−Removed: Elizabeth Nelson
/s/ Leela Srinivasan Director February 12, 2026
4 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.