(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]

Core Insights - The Upwork Monthly Hiring Report indicates a shift in hiring focus towards operational execution as businesses prepare for potential volatility in 2026 [1][2][4] - Demand for project management and accounting roles has significantly increased, particularly among small and medium-sized businesses (SMBs) [3][4] Hiring Trends - Operational roles, especially Project Management, saw a month-over-month increase of 70% in hiring, while Virtual Assistance and Accounting & Bookkeeping rose by 18% and 9% respectively [3][4] - Hiring activity in December was primarily driven by SMBs, reflecting a strategic focus on roles that enhance execution rather than experimentation [2][3] Market Conditions - Less than one-third of business leaders viewed macro conditions as favorable in December, leading to a more cautious approach in hiring [2] - The report suggests that companies are prioritizing roles that support coordination, quality control, and reliable execution in everyday operations [4] Skills Demand - The most in-demand skills in December included Project Management (+23%), Accounting & Bookkeeping (+15%), and Virtual Admin Assistance (+3%) [6] - Some categories related to experimentation, such as Ecommerce Development and Branding & Logo Design, experienced declines in hiring activity [6] Future Outlook - The digital knowledge work market is projected to reach $1.3 trillion by 2028, indicating significant growth potential in the sector [1][9]