Upwork Investor Presentation Undue reliance should not be placed on the forward-looking statements in this presentation. Neither we nor any other person makes any representation or warranty as to the accuracy or completeness of the information herein. This presentation is made solely for informational purposes. Upwork, the Upwork logo, Lifted, "UmaTM, Upwork's Mindful AI," and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this presentation are the property o ...

(a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on February 3, 2026 Exhibit 3.1 UPWORK INC. UPWORK INC. ( l i ) (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS | ARTICLE | I: | STOCKHOLDERS | 1 | | --- | --- | --- | --- | | Section | 1.1: | Annual Meetings | 1 | | Section | 1.2: | Special Meetings | 1 | | Section | 1.3: | Notice of Meetings | 1 | | Section | 1.4: | Adjournments | 1 | | Section | 1.5: | Quorum | 2 | | Section | 1.6: | Organization | 2 | | S ...

Core Insights - Upwork Inc. reported record full-year revenue of $787.8 million for 2025, with fourth-quarter revenue of $198.4 million and GAAP net income of $15.6 million [1][2] - The company achieved a record adjusted EBITDA of $225.6 million for the full year 2025, representing a 35% increase compared to 2024 [1][4] - Upwork's leadership in the human-plus-AI collaboration market positions it to capitalize on a $1.3 trillion market opportunity for flexible digital knowledge work [2] Financial Performance - Fourth-quarter revenue grew 4% year over year to $198.4 million, while full-year revenue grew 2% year over year to $787.8 million [4] - GAAP net income for the fourth quarter was $15.6 million, a significant decrease from $147.2 million in the same quarter of 2024 [4] - Adjusted EBITDA for the fourth quarter was $52.9 million, a 5% increase from $50.2 million in Q4 2024, with an adjusted EBITDA margin of 27% [4][10] Client Metrics - Active clients as of December 31, 2025, were 785,000, a decrease from 832,000 in 2024 [4] - Gross Services Volume (GSV) per active client increased by 7% year over year to $5,129 in Q4 2025 [4] Cash Flow and Shareholder Returns - Cash provided by operating activities was $63.7 million in Q4 2025, up 65% from $38.6 million in Q4 2024 [4] - Free cash flow for Q4 2025 was $57.3 million, a 65% increase compared to $34.7 million in Q4 2024 [4] - The share repurchase program returned $136 million to shareholders in 2025, with the purchase of 9.3 million shares [4] Future Outlook - Upwork expects 4% to 6% GSV growth and 6% to 8% revenue growth for 2026, driven by diversified growth across AI, SMB, and Enterprise segments [2][9] - The company introduced AI-generated work summaries and partnered with OpenAI to enhance talent training and upskilling on its platform [9]

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Core Insights - The Upwork annual In-Demand Skills report indicates that while demand for AI-enabled skills has more than doubled year-over-year, hiring for human expertise remains robust across various work categories [1][2]. Demand for Skills - Demand for top skills on the Upwork Marketplace has consistently remained strong, even in areas considered vulnerable to automation, such as coding, creative, marketing, and customer support [2][5]. - Skills explicitly tied to AI applications have seen a significant growth of 109% year-over-year, with notable increases in AI video generation and editing (+329%), AI integration (+178%), AI data annotation and labeling (+154%), and AI chatbot development (+71%) [2][5]. Human-AI Collaboration - The Human+Agent Productivity Index shows that collaboration between humans and AI can boost project completion by up to 70%, emphasizing that AI enhances rather than replaces human expertise [3]. - Business leaders are willing to pay a premium for independent talent who demonstrate creativity and innovation, highlighting the ongoing importance of human skills alongside AI capabilities [5]. Talent Needs - 77% of business leaders report that AI is increasing their need for specialized, fractional talent rather than traditional full-time roles, indicating a shift in the type of talent companies require [5]. - The report suggests a redefinition of professional advantage, where professionals who can merge technical skills with foundational skills will stand out [3]. Fastest-Growing Skills - The top three fastest-growing skills by category for 2026 include: - Coding & Web Development - Customer Service & Admin Support - Data Science & Analytics [4]. Most In-Demand Skills - The most sought-after skills on the Upwork Marketplace include full stack development, general virtual assistance, data analytics, and graphic design, which have remained consistently strong year over year [5][7].

Core Insights - The term "workslop" describes low-quality, incomplete outputs generated by AI, which can lead to significant emotional and reputational impacts among employees [3][6][8] - Nearly 40% of U.S. office workers reported receiving workslop in the past month, with estimates suggesting that over 15% of workplace content qualifies as such [3][2] - The hidden costs of AI slop can undermine productivity, trust, and quality, despite initial gains in output and efficiency [4][8][30] Emotional and Reputational Impact - Over half (53%) of respondents feel annoyed by workslop, while 38% feel confused and 22% feel offended [1] - Approximately 50% of respondents view colleagues who produce workslop as less capable, reliable, and creative [1] AI Slop Characteristics - AI slop includes outputs that appear grammatically correct but lack depth, context, and accuracy, ultimately creating more work than it saves [6][5] - The phenomenon often arises from inadequate understanding of AI tools, lack of oversight, or insufficient subject matter expertise [5][6] Productivity and Burnout - While 77% of executives report productivity gains from AI, 88% of employees who feel productive also report experiencing burnout [9][10] - Many employees struggle with productivity expectations, with nearly two-thirds (65%) indicating difficulties in meeting goals [11] Preventing AI Slop - Organizations should implement standardized review processes for AI outputs to ensure quality and relevance [16][12] - Investing in AI literacy and training is essential for employees to effectively utilize AI tools [19][22] Building a Culture of Feedback - Encouraging open feedback about AI tool usage can help teams improve their collaboration and output quality [23][24] - Regular reviews of AI-assisted projects can foster a culture of continuous improvement [24][25] Utilizing External Expertise - Small and medium-sized businesses may benefit from hiring freelancers to manage AI outputs and maintain quality [26][27] - Demand for freelance services, such as quality assurance and project management, has increased significantly, indicating a need for specialized skills in AI integration [28][29]

Core Insights - Payoneer has received initial regulatory approval from the Reserve Bank of India (RBI) to operate as a cross-border payment aggregator, enhancing its services for international transactions in India [1][3][10] Company Overview - Founded in 2005 and headquartered in New York, Payoneer specializes in global payments for businesses and professionals, with over 4 million customers worldwide [2] - The platform allows users to receive funds from international clients, manage multi-currency accounts, and handle cross-border payouts [2] Regulatory Approval - The RBI's in-principle authorization designates Payoneer as a Payment Aggregator – Cross Border (PA-CB), allowing it to aggregate and process payments for both inbound and outbound cross-border activities [3][4] - This role ensures compliance with foreign exchange regulations under the Foreign Exchange Management Act (FEMA), streamlining remittances and reducing transaction costs [4] Market Context - India's export sector, valued at over $400 billion annually, relies on efficient payment systems, particularly benefiting SMEs and freelancers who face challenges like delayed payments and high fees [5][6] - Payoneer's capabilities could address these issues by offering faster inward remittances and smoother outward payments [6] Strategic Goals - Payoneer plans to leverage its authorization to scale operations, focusing on compliance and customer education, with aims to roll out advanced features like integrated tax compliance tools and real-time tracking for cross-border deals [9] - This initiative aligns with India's "Make in India" and digital economy goals, potentially empowering more Indian exporters to access global markets [9] Competitive Landscape - The approval may increase competition among payment providers like PayPal, Stripe, and local players such as Razorpay, potentially driving down costs and improving service quality for users [8] Broader Implications - The RBI's approval reflects a commitment to fostering fintech innovation while maintaining financial stability, signaling India's openness to foreign investment in digital finance [7][10]

Group 1 - The stock market has started 2026 with volatility, but investors are focusing on the AI theme to identify potential winners and losers [1] - Gary Alexander has extensive experience in technology, having worked on Wall Street and in Silicon Valley, and advises seed-round startups [1] Group 2 - Alexander has been a contributor to Seeking Alpha since 2017 and has been quoted in various web publications [1]

Core Viewpoint - The stock market in 2026 has started with volatility, yet investors are focusing on the AI theme to identify potential winners and losers in the sector [1]. Group 1: Market Trends - Investors are actively engaging with the AI theme amidst market volatility, indicating a strong interest in technology-driven companies [1]. Group 2: Industry Insights - Gary Alexander, with extensive experience in both Wall Street and Silicon Valley, provides insights into the technological shifts affecting the industry, having contributed to Seeking Alpha since 2017 [1].

Core Insights - Upwork Inc. will report its financial results for Q4 and the full year of 2025 on February 9, 2026, after market close [1] - A Q&A conference call will be held on the same day at 2:00 p.m. Pacific Time [1] Company Overview - Upwork Inc. connects businesses with global, AI-enabled talent across various contingent work types, including freelance and payrolled [3] - The Upwork Marketplace provides on-demand access to skilled talent, while Lifted offers solutions for enterprise organizations to manage talent [3] - The company has facilitated over $30 billion in total transactions since its founding, aiming to create opportunities in every work era [4]