Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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.
Management’s Report on Internal Control Over Financial Reporting
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, 2025 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). Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025. This report appears on page 55 .
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Item 9B. Other Information.
Insider Trading Arrangements
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.
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. A similar representation was made to us in connection with the adoption of the Sales Plan under our Insider Trading Policy. Those representations were made as of the date of adoption or modification of the 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 Ms. Brown was unaware, or with respect to any material nonpublic information acquired by her or us after the date of the representation.
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Name and Position Action Date Type of Trading
Arrangement
Maximum Number of Shares of Common Stock
Eligible for Sale
Expiration Date (1)
Hayden Brown
Termination
November 11, 2025 Rule 10b5-1
753,510 (2)
December 31, 2025
President and Chief Executive Officer
Adoption
November 19, 2025 Rule 10b5-1
650,000 December 31, 2026
(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.
(2) Included (i) up to 193,510 shares issuable upon exercise of a stock option previously granted to Ms. Brown and (ii) up to 560,000 shares held by Ms. Brown.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
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. The Insider Trading Policy also provides that Upwork will not transact in its own securities unless in compliance with U.S. securities laws. 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. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
The remaining information required by this item will be included in our Proxy Statement for the 2026 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, 2025, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be included in our Proxy Statement to be filed with the SEC, within 120 days of the year ended December 31, 2025, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be included in our Proxy Statement to be filed with the SEC, within 120 days of the year ended December 31, 2025, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included in our Proxy Statement to be filed with the SEC, within 120 days of the year ended December 31, 2025, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be included in our Proxy Statement to be filed with the SEC, within 120 days of the year ended December 31, 2025, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements.
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules.
All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.
(3) Exhibits.
Exhibit Index
Exhibit
Number
Incorporated by Reference Filed Herewith
Exhibit Title Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation
8-K
001-38678 3.1 June 12, 2023
3.2 Amended and Restated Bylaws.
8-K
001-38678 3.1 February 9, 2026
4.1 Form of Common Stock Certificate.
S-1 333-227207 4.1 September 6, 2018
4.2
Warrant, dated May 1, 2018, by and between Upwork and Tides Foundation.
S-1 333-227207 4.4 September 6, 2018
4.3 Description of Securities Registered Under Section 12 of the Exchange Act.
X
4.4
Indenture, dated as of August 10, 2021, between Upwork Inc. and Wells Fargo Bank, National Association, as trustee.
8-K 001-38678 4.1 August 10, 2021
4.5
Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit 4.4).
8-K 001-38678 4.2 August 10, 2021
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
10.2*
2014 Equity Incentive Plan, as amended, and forms of equity agreements thereunder.
S-1 333-227207 10.3 September 6, 2018
10.3*
2018 Equity Incentive Plan and forms of award agreements thereunder.
S-1 333-227207 10.4 September 6, 2018
10.4*
2018 Employee Stock Purchase Plan and enrollment forms thereunder.
S-1 333-227207 10.5 September 6, 2018
10.5*
Offer Letter, dated August 3, 2018, by and between Upwork and Gary Steele.
S-1 333-227207 10.16 September 6, 2018
10.6*
Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan.
10-Q 001-38678 10.2 August 7, 2019
10.7*
Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown.
10-K 001-38678 10.11 March 2, 2020
10.8*
Offer Letter, dated October 13, 2020, by and between Upwork Inc. and Anilu Vazquez-Ubarri.
10-K 001-38678 10.21 February 24, 2021
10.9*
Stock Option Agreement, dated January 18, 2021, by and between Upwork Inc. and Hayden Brown.
10-Q 001-38678 10.1 May 4, 2021
10.10
Form of Capped Call Transaction Confirmation.
8-K 001-38678 10.1 August 10, 2021
10.11*
Offer Letter, dated March 22, 2023, by and between Upwork Inc. and Erica Gessert.
10-Q
001-38678 10.1
May 3, 2023
10.12*
Amended and Restated Offer Letter, dated November 14, 2024, by and between Upwork Inc. and Dave Bottoms.
10-K
001-38678
10.16
February 13, 2025
10.13*
Offer Letter, dated April 17, 2025, by and between Upwork Inc. and Dana L. Evan.
10-Q
001-38678
10.1
August 6, 2025
10.14*
Offer Letter, dated April 22, 2025, by and between Upwork Inc. and Glenn Kelman.
10-Q
001-38678
10.2
August 6, 2025
10.15*
Amended and Restated Change in Control and Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and Hayden Brown.
10-Q
001-38678 10.4
August 6, 2025
10.16*
Amended and Restated Change in Control and Severance Agreement , dated June 16, 2025, by and between Upwork Inc. and Erica Gessert.
10-Q
001-38678
10.5
August 6, 2025
99
10.17*
Upwork Amended and Restated Performance Bonus Plan.
10-Q 001-38678 10.1
November 4, 2025
10.18*
Amendment to Offer Letter, effective Augu st 18, 2025, by and among Upwork Inc., Upwork Global LLC and David T. Bottoms.
10-Q
001-38678
10.2
November 4, 2025
10.19*
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. Bottoms.
10-Q
001-38678
10.3
November 4, 2025
19.1 Insider Trading Policy.
X
21.1 List of Subsidiaries.
X
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (included on signature page to Annual Report).
X
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.
X
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.
X
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.
X
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.
X
97.1*
Upwork Inc. Incentive Compensation Recovery Policy.
10-K
001-38678
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. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File - the cover page from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in Inline XBRL.
X
* Indicates a management contract or compensatory plan.
# This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
100
Item 16. Form 10-K Summary.
None.
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized .
Upwork Inc.
Date: February 12, 2026
By: /s/ Hayden Brown
Hayden Brown
President and Chief Executive Officer
POWER OF ATTORNEY
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.
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Signature Title Date
/s/ Hayden Brown President, Chief Executive Officer, and Director February 12, 2026
Hayden Brown (Principal Executive Officer)
/s/ Erica Gessert
Chief Financial Officer
February 12, 2026
Erica Gessert
(Principal Financial Officer)
/s/ Sabrina Mekhalfa
Chief Accounting Officer
February 12, 2026
Sabrina Mekhalfa
(Principal Accounting Officer)
/s/ Dana L. Evan
Director February 12, 2026
Dana L. Evan
/s/ Kevin Harvey Director February 12, 2026
Kevin Harvey
/s/ Glenn Kelman
Director February 12, 2026
Glenn Kelman
/s/ Thomas Layton Director February 12, 2026
Thomas Layton
/s/ Leela Srinivasan Director February 12, 2026
Leela Srinivasan
/s/ Gary Steele Director February 12, 2026
Gary Steele
/s/ Anilu Vazquez-Ubarri Director February 12, 2026
Anilu Vazquez-Ubarri
103