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    Upwork Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    2/12/25 4:12:44 PM ET
    $UPWK
    EDP Services
    Technology
    Get the next $UPWK alert in real time by email
    upwork-20250212
    0001627475FALSE00016274752025-02-122025-02-12

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    _______________________________________________________
    FORM 8-K
    _______________________________________________________
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported): February 12, 2025
    _______________________________________________________

    UPWORK INC.
    (Exact name of Registrant as Specified in Its Charter)
    _______________________________________________________
    Delaware
    001-38678
    46-4337682
    (State or Other Jurisdiction of Incorporation)
    (Commission File Number)
    (IRS Employer Identification No.)
    530 Lytton Avenue, Suite 301
    Palo Alto,
     California
    94301
    (Address of Principal Executive Offices)
    (Zip Code)
    Registrant’s Telephone Number, Including Area Code: (650) 316-7500
    Not Applicable
    (Former Name or Former Address, if Changed Since Last Report)
    _______________________________________________________
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of Each Class
    Trading Symbol
    Name of Each Exchange on Which Registered
    Common Stock, $0.0001 par value per share
    UPWK
    The Nasdaq Stock Market LLC
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




    Item 2.02 Results of Operations and Financial Condition.
        
        On February 12, 2025, Upwork Inc., or the Company, will hold a conference call regarding its financial results for the quarter and year ended December 31, 2024. The Company issued a press release announcing its financial results for the quarter and year ended December 31, 2024. The full text of the press release is attached as Exhibit 99.1 to this report.

        The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

        The Company is making reference to non-GAAP financial information in the press release and the conference call. Reconciliations of GAAP to non-GAAP results are provided in the press release attached as Exhibit 99.1 to this report.

        The Company uses its Investor Relations website (investors.upwork.com), its blog (upwork.com/blog), its X handle (twitter.com/Upwork), Hayden Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert's LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding its business or financial performance, investor events, press releases, and earnings releases and as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. The content of the Company's websites and information that the Company may post on or provide to online and social media channels, including those mentioned above, and information that can be accessed through the Company's websites or these online and social media channels are not incorporated by reference into this report or in any other report or document the Company files with the Securities and Exchange Commission, and any references to the Company's websites or these online and social media channels are intended to be inactive textual references only.

    Item 9.01 Financial Statements and Exhibits.

        (d) Exhibits.
    Exhibit NumberDescription
    99.1
    Press Release dated February 12, 2025
    104Cover Page Interactive Data File (embedded within the Inline XBRL document)
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    UPWORK INC.
    Date: February 12, 2025
    By:/s/ Erica Gessert
    Erica Gessert
    Chief Financial Officer


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