Amendment: Upwork Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits
$UPWK
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
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Item 2.02 Results of Operations and Financial Condition.
On August 6, 2025, Upwork Inc., or the Company, furnished a Current Report on Form 8-K that included a press release announcing its financial results for the quarter ended June 30, 2025, or the Original Form 8-K. This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting a clerical error with respect to the Company's guidance for non-GAAP diluted earnings per share, or EPS, for the third quarter of 2025 and full year 2025. The Company currently expects non-GAAP diluted EPS in the range of: (i) $0.28 to $0.30 for the third quarter of 2025 and (ii) $1.24 to $1.27 for full year 2025. The full text of the corrected 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.
Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.
The Company is making reference to certain financial measures not prepared in accordance with generally accepted accounting principles in the United States, or GAAP, in this Current Report on Form 8-K/A and the press release. A reconciliation of GAAP to these non-GAAP results is provided in the press release attached as Exhibit 99.1 to this report. The Company has not reconciled its non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP diluted EPS are uncertain or out of the Company's control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of the Company's common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within the Company's control. The actual amount of these expenses during the third quarter of 2025 and fiscal year 2025 will have a significant impact on the Company's future GAAP financial results. Accordingly, a reconciliation of non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.
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 Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover 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: August 7, 2025 | By: | /s/ Erica Gessert | |||||||||
| Erica Gessert Chief Financial Officer | |||||||||||