Upwork Inc. (UPWK) Confirms Receipt and Comments on Shareholder Letter

Upwork Inc. (Nasdaq: UPWK) today issued the following statement in response to a letter from Engine Capital to Upwork’s Board of Directors:

Upwork’s Board of Directors and management team maintain an open dialogue with and value constructive input from investors. We continually evaluate options to enhance value and are committed to acting in the best interests of all shareholders. Upwork has met with Engine Capital on multiple occasions over the course of our regular shareholder engagement and appreciates their perspectives, as we do those of all our shareholders.

We are focused on the right core value drivers of the business and are making demonstrable progress:

• We are maintaining focus on the critical set of revenue and GSV growth levers clearly articulated in our Q2 2024 earnings call.
• We have significantly improved profitability, with adjusted EBITDA margins expanding from (2)% to 21% over the past five quarters.
• Upwork has returned meaningful capital to shareholders with $100 million in share repurchases in 2024, representing approximately 7.5% of current market capitalization1, and we will continue to be aggressive and opportunistic in our capital return program.
• We have taken significant steps and are continuing to optimize our cost base, including discontinuing brand marketing and further optimizing performance marketing over the past five quarters.
• As communicated during our Q2 2024 earnings call, we are actively evaluating and planning further reductions to our expenses, notably R&D, as part of ongoing cost management.

As we execute against our strategic priorities and growth and profitability goals, we look forward to continuing to engage with all of our shareholders.

Goldman Sachs & Co. LLC is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Company.

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