UPWORK, INCUPWK

UPWORK, INC Goodwill & Intangibles Disclosure

10-KFiled Feb 13, 20262 min read
Goodwill and Net Intangible Assets
Goodwill
The following table summarizes the change in the carrying value amount of goodwill for the year ended December 31,2025.
Balance at December 31, 2024
$121,064 
Increase in goodwill related to business combinations
29,407 
Other adjustments (1)
$(1,279)
Balance at December 31, 2025
$149,192 
(1) Includes measurement-period purchase accounting adjustments for Ascen recorded in the three months ended December 31, 2025. See “Note 7—Business Combination” for additional information.
Net Intangible Assets
The Company’s intangible assets include identifiable, finite-lived intangible assets such as developed technology and customer relationships, acquired as part of business combinations in 2024 and 2025, as well as an assembled workforce acquired in 2023.
The following table summarizes the components of net intangible assets as of December 31, 2025 and 2024:
20252024
(In thousands)
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology$34,600 $6,203 $28,397 $11,000 $305 $10,695 
Assembled workforce3,188 3,188 — 3,188 1,727 1,461 
Customer relationships11,000 2,236 8,764 1,000 167 833 
Total
$48,788 $11,627 $37,161 $15,188 $2,199 $12,989 
For the years ended December 31, 2025 and 2024, amortization expense of intangible assets was $9.4 million and $2.1 million, respectively. For the year ended December 31, 2023, amortization expense of intangible assets was immaterial.
As of December 31, 2025, the weighted average amortization periods for the finite-lived intangible assets are as follows:
Developed technology3.9 years
Customer relationships2.8 years
As of December 31, 2025, the estimated annual amortization expense for finite-lived intangible assets over the remaining useful life is as follows (in thousands):
(In thousands)
Year Ended December 31,
Estimated Amortization Expense
2026$11,720 
202711,414 
20286,818 
20294,720 
20302,489 
Total
37,161 

Historical Timeline

Fiscal YearFiled
2025Feb 13, 2026Showing above
2024Feb 13, 2025

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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