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Upwork Reports Fourth Quarter and Full Year 2025 Financial Results
Business
Feb 9 2026
28 min read

Upwork Reports Fourth Quarter and Full Year 2025 Financial Results

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Record full-year 2025 revenue of $787.8 million

Fourth-quarter revenue of $198.4 million and GAAP net income of $15.6 million

Fourth-quarter adjusted EBITDA of $52.9 million or 27% adjusted EBITDA margin

Full-year 2025 GAAP net income of $115.4 million and record adjusted EBITDA of $225.6 million or 29% adjusted EBITDA margin

PALO ALTO, Calif., Feb. 09, 2026 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the fourth quarter and full year of 2025.

“2025 marked the year we rebuilt Upwork for the age of human-plus-AI collaboration, turning global change into a definitive tailwind, all while demonstrating strong financial performance,” said Hayden Brown, president and CEO, Upwork Inc. “We enter 2026 as the leader of a new category, serving as the operational backbone for businesses navigating this new AI era of work. This is our most exciting chapter yet as we tackle the $1.3 trillion market opportunity for flexible digital knowledge work1 and execute on our vision to build a generation-defining company.”

“In 2025, we delivered on our commitments to return to GSV growth, achieving this goal two quarters earlier than planned, while also achieving record annual revenue and adjusted EBITDA margin,” said Erica Gessert, CFO, Upwork Inc. “We expect 2026 to be a year of accelerating growth. Our diversified growth path across AI, SMB and Enterprise gives us confidence in our guidance of 4% to 6% GSV growth and 6% to 8% revenue growth for the year.”

Fourth Quarter & Full Year 2025 Financial Highlights

  • Revenue grew 4% year over year to $198.4 million in the fourth quarter of 2025

  • Revenue grew 2% year over year to $787.8 million for full year 2025

  • Active clients2 were 785,000 as of December 31, 2025

  • GSV per active client2 was $5,129 in the fourth quarter of 2025, an increase of 7% year over year

  • GAAP Net income was $15.6 million in the fourth quarter of 2025, compared to $147.2 million in the fourth quarter of 20243

  • GAAP Net income was $115.4 million in 2025, compared to $215.6 million in 20243

  • GAAP Diluted earnings per share was $0.12 in the fourth quarter of 2025, compared to $1.03 in the fourth quarter of 20243

  • GAAP Diluted earnings per share was $0.84 in 2025, compared to $1.52 in 20243

  • Adjusted EBITDA4 was $52.9 million in the fourth quarter of 2025, a 5% increase compared to $50.2 million in the fourth quarter of 20245

  • Adjusted EBITDA4 was $225.6 million in 2025, a 35% increase compared to $167.6 million in 20245

  • Cash provided by operating activities was $63.7 million in the fourth quarter of 2025, compared to $38.6 million in the fourth quarter of 2024

  • Cash provided by operating activities was $248.3 million in 2025, compared to $153.6 million in 2024

  • Free cash flow4 was $57.3 million in the fourth quarter of 2025, compared to $34.7 million in the fourth quarter of 2024

  • Free cash flow4 was $223.1 million in 2025, compared to $139.1 million in 2024

  • Share repurchase program returned $136 million to shareholders in 2025 with the purchase of 9.3 million shares, including the purchase of 2.0 million shares in the fourth quarter for $34 million. As of December 31, 2025, the company had $64 million in remaining authorization in its repurchase program.

_______________
1 Estimated 2028 market size from Upwork Market Study, a commissioned third-party study that estimates the size of the flexible digital knowledge work market based on data from, among other sources, the Bureau of Labor Statistics, World Bank, and International Labour Organization (October 2025).
2 See Key Definitions in our fourth quarter and full year 2025 earnings presentation.
3 GAAP net income and diluted earnings per share for the three and twelve months ended December 31, 2024, include a non-cash income tax benefit of $140.3 million related to the release of a valuation allowance on certain deferred tax assets.
4 An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.
5 For each of the three and twelve months ended December 31, 2024, adjusted EBITDA does not include restructuring charges related to the restructuring plan that was announced on October 23, 2024, or the Restructuring Plan.

Fourth Quarter 2025 Operational Highlights

Building the World’s Human and AI-Powered Work Marketplace

  • Drove over $100 million in incremental GSV in 2025 through search and recommendation improvements, largely driven by AI.

  • Introduced Uma™ AI-generated work summaries in Q4 2025, which boosted spend per client.

  • Announced a partnership with OpenAI to offer AI training, certifications, and upskilling to global independent professionals on the Upwork Marketplace — the first of many upcoming partnerships that deepen Upwork’s commitment to helping talent succeed in this new era of work.

Growing AI Work on the Marketplace

  • GSV from AI-related work surpassed $300 million on an annualized basis in Q4 2025, up more than 50% from the prior year.

  • GSV from AI Integration & Automation work grew more than 90% year over year in Q4 2025.

  • GSV from Generative AI & Creative Production increased by 50% year over year in Q4 2025.

  • Upwork’s February 4th In-Demand Skills 2026 report found that demand for top AI-enabled skills more than doubled year-over-year in 2025, and that hiring for human expertise remains strong across work categories.

Winning Bigger with SMBs

  • Q4 2025 GSV from Upwork Business Plus offering for SMBs increased 24% quarter over quarter.

  • Q4 2025 Business Plus active clients grew 49% quarter over quarter.

  • 38% of active clients on Business Plus in Q4 2025 were net-new customers to Upwork.

Unlocking the Enterprise Opportunity

  • Continued team and platform integration work and finalized the go-to-market strategy for Lifted, Upwork’s wholly owned subsidiary purpose-built to serve enterprise clients, which was launched in August 2025.

  • Won two Lifted clients who are new to the Upwork family of companies.

Financial Guidance & Outlook
Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the first quarter of 2026 is:

  • Revenue: $192 million to $197 million

  • Adjusted EBITDA: $45 million to $47 million

  • Diluted weighted-average shares outstanding: 136 million to 139 million

  • Non-GAAP diluted EPS: $0.26 to $0.28

Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for full year 2026 is:

  • Revenue: $835 million to $850 million

  • Adjusted EBITDA: $240 million to $250 million

  • Diluted weighted-average shares outstanding: 137 million to 140 million

  • Non-GAAP diluted EPS: $1.43 to $1.48

 

UPWORK INC.
Key Financial and Operational Metrics
(Unaudited)

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

(In thousands, except percentages )

 

2025

 

 

 

2024

 

 

% Change

 

 

2025

 

 

 

2024

 

 

% Change

GSV(1)

$

1,020,332

 

 

$

992,776

 

 

3

%

 

$

4,028,386

 

 

$

4,008,107

 

 

1

%

Marketplace revenue(1)

$

171,358

 

 

$

163,655

 

 

5

%

 

$

682,883

 

 

$

662,108

 

 

3

%

Enterprise revenue(1)

$

27,051

 

 

$

27,828

 

 

(3)

%

 

$

104,901

 

 

$

107,217

 

 

(2)

%

Gross profit

$

154,738

 

 

$

148,842

 

 

4

%

 

$

613,032

 

 

$

595,231

 

 

3

%

Gross profit margin

 

78

%

 

 

78

%

 

26 bps

 

 

 

78

%

 

 

77

%

 

45 bps

 

Operating expenses

$

126,444

 

 

$

135,259

 

 

(7)

%

 

$

483,725

 

 

$

530,025

 

 

(9)

%

Net income

$

15,634

 

 

$

147,166

 

 

(89)

%

 

$

115,425

 

 

$

215,586

 

 

(46)

%

Adjusted EBITDA(2)

$

52,857

 

 

$

50,206

 

 

5

%

 

$

225,556

 

 

$

167,593

 

 

35

%

Profit margin

 

8

%

 

 

77

%

 

-6,898 bps

 

 

 

15

%

 

 

28

%

 

-1,337 bps

 

Adjusted EBITDA margin(2)

 

27

%

 

 

26

%

 

42 bps

 

 

 

29

%

 

 

22

%

 

685 bps

 

Cash provided by operating activities

$

63,701

 

 

$

38,582

 

 

65

%

 

$

248,259

 

 

$

153,563

 

 

62

%

Free cash flow(2)

$

57,273

 

 

$

34,717

 

 

65

%

 

$

223,120

 

 

$

139,119

 

 

60

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

As of December 31,

 

 

(In thousands)

2025

 

2024

 

% Change

Active clients(1)

785

 

 

832

 

 

(6)%

(1) See Key Definitions in our fourth quarter and full year 2025 earnings presentation.

(2) An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

Fourth Quarter and Full Year 2025 Financial Results Conference Call and Webcast
Upwork will host a conference call today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss the company’s fourth quarter and full year 2025 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. Please visit the Upwork Investor Relations website at investors.upwork.com/financial-information/quarterly-results to view Upwork’s fourth quarter and full year 2025 earnings presentation.

Disclosure Information
We use our Investor Relations website (investors.upwork.com), our Blog (upwork.com/blog), our 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 our business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

About Upwork
Upwork Inc.’s (Nasdaq: UPWK) family of companies connects businesses with global, AI-enabled talent across every contingent work type including freelance, fractional, and payrolled. This portfolio includes the Upwork Marketplace, which connects businesses with on-demand access to highly skilled talent across the globe, and Lifted, which provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work. From Fortune 100 enterprises to entrepreneurs, businesses rely on Upwork Inc. to find and hire expert talent, leverage AI-powered work solutions, and drive business transformation. With access to professionals spanning more than 10,000 skills across AI & machine learning, software development, sales & marketing, customer support, finance & accounting, and more, the Upwork family of companies enables businesses of all sizes to scale, innovate, and transform their workforces for the age of AI and beyond.

Since its founding, Upwork Inc. has facilitated more than $30 billion in total transactions and services as it fulfills its purpose to create opportunity in every era of work. Learn more about the Upwork Marketplace at upwork.com and follow on LinkedIn, Facebook, Instagram, TikTok, and X; and learn more about Lifted at go-lifted.com and follow on LinkedIn.

Contact:
Investor Relations
investor@upwork.com

Safe Harbor:

This press release of Upwork Inc. (together with its wholly owned subsidiaries, the “Company,” “we,” “us,” or “our”) contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the first quarter and full year 2026, information or predictions concerning the future of our business or strategy, future market opportunity and market size, future products, features, or functionality, anticipated events and trends, potential growth or growth prospects, competitive position, technological and market trends, industry environment, the economy, our plans with respect to share repurchases, the expected impact and timing of strategic initiatives, including the launch of Lifted, our enterprise-focused subsidiary, and its acquisitions of Bubty B.V. (“Bubty”) and Ascen Inc. (“Ascen”), and other future conditions.

We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not place undue reliance on such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. We make no representation that the plans, intentions, expectations, or results disclosed in these forward-looking statements will be achieved or that future events and circumstances will occur, and actual results or events may differ materially and adversely from our expectations. The forward-looking statements are made as of the date hereof, and we do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, conform these statements to actual results, or make changes in our expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the SEC on November 4, 2025, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, when filed.

Upwork, Lifted, “Uma™, Upwork’s Mindful AI,” and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this press release are the property of Upwork. This press release may also contain additional trade names, trademarks, and service marks of other companies, including names and brands. All third-party trademarks are property of their respective owners, and any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law.

 

 

UPWORK INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

Revenue:

 

 

 

 

 

 

 

 

 

Marketplace

$

171,358

 

 

$

163,655

 

 

$

682,883

 

 

$

662,108

 

Enterprise

 

27,051

 

 

 

27,828

 

 

 

104,901

 

 

 

107,217

 

Total revenue

 

198,409

 

 

 

191,483

 

 

 

787,784

 

 

 

769,325

 

Cost of revenue

 

43,671

 

 

 

42,641

 

 

 

174,752

 

 

 

174,094

 

Gross profit

 

154,738

 

 

 

148,842

 

 

 

613,032

 

 

 

595,231

 

Operating expenses

 

 

 

 

 

 

 

 

 

Research and development

 

47,055

 

 

 

53,491

 

 

 

185,544

 

 

 

209,283

 

Sales and marketing

 

36,005

 

 

 

43,934

 

 

 

143,412

 

 

 

185,211

 

General and administrative

 

41,665

 

 

 

35,602

 

 

 

146,629

 

 

 

128,803

 

Provision for transaction losses

 

1,719

 

 

 

2,232

 

 

 

8,140

 

 

 

6,728

 

Total operating expenses

 

126,444

 

 

 

135,259

 

 

 

483,725

 

 

 

530,025

 

Income from operations

 

28,294

 

 

 

13,583

 

 

 

129,307

 

 

 

65,206

 

Other income, net

 

5,757

 

 

 

4,788

 

 

 

23,869

 

 

 

25,221

 

Income before income taxes

 

34,051

 

 

 

18,371

 

 

 

153,176

 

 

 

90,427

 

Income tax (provision) benefit

 

(18,417

)

 

 

128,795

 

 

 

(37,751

)

 

 

125,159

 

Net income

$

15,634

 

 

$

147,166

 

 

$

115,425

 

 

$

215,586

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

$

0.12

 

 

$

1.10

 

 

$

0.87

 

 

$

1.61

 

Diluted

$

0.12

 

 

$

1.03

 

 

$

0.84

 

 

$

1.52

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

130,619

 

 

 

134,265

 

 

 

132,485

 

 

 

133,621

 

Diluted

 

139,414

 

 

 

143,098

 

 

 

140,660

 

 

 

143,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


UPWORK INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 

 

December 31, 2025

 

December 31, 2024

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

$

294,356

 

 

$

305,757

 

Marketable securities

 

378,425

 

 

 

316,344

 

Funds held in escrow, including funds in transit

 

180,752

 

 

 

195,736

 

Trade and client receivables, net

 

76,236

 

 

 

75,490

 

Prepaid expenses and other current assets

 

21,064

 

 

 

17,727

 

Total current assets

 

950,833

 

 

 

911,054

 

Property and equipment, net

 

44,421

 

 

 

30,056

 

Goodwill

 

149,192

 

 

 

121,064

 

Intangible assets, net

 

37,161

 

 

 

12,989

 

Operating lease asset

 

5,011

 

 

 

5,752

 

Deferred tax asset

 

111,495

 

 

 

128,779

 

Other assets, noncurrent

 

1,467

 

 

 

1,919

 

Total assets

$

1,299,580

 

 

$

1,211,613

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

$

7,858

 

 

$

6,128

 

Escrow funds payable

 

180,752

 

 

 

195,736

 

Debt, current

 

359,770

 

 

 

 

Accrued expenses and other current liabilities

 

94,023

 

 

 

59,300

 

Deferred revenue

 

7,765

 

 

 

7,269

 

Total current liabilities

 

650,168

 

 

 

268,433

 

Debt, noncurrent

 

 

 

 

357,928

 

Operating lease liability, noncurrent

 

9,707

 

 

 

9,567

 

Other liabilities, noncurrent

 

9,390

 

 

 

308

 

Total liabilities

 

669,265

 

 

 

636,236

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

Common stock

 

13

 

 

 

14

 

Additional paid-in capital

 

592,599

 

 

 

653,575

 

Accumulated and other comprehensive income

 

754

 

 

 

264

 

Accumulated deficit

 

36,949

 

 

 

(78,476

)

Total stockholders’ equity

 

630,315

 

 

 

575,377

 

Total liabilities and stockholders’ equity

$

1,299,580

 

 

$

1,211,613

 

 

 

 

 

 

 

 

 


UPWORK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

$

15,634

 

 

$

147,166

 

 

$

115,425

 

 

$

215,586

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Provision for transaction losses

 

999

 

 

 

1,972

 

 

 

6,706

 

 

 

5,505

 

Depreciation and amortization

 

7,024

 

 

 

4,370

 

 

 

25,710

 

 

 

14,813

 

Amortization of debt issuance costs

 

461

 

 

 

461

 

 

 

1,842

 

 

 

1,842

 

Accretion of discount on purchases of marketable securities, net

 

(2,499

)

 

 

(1,480

)

 

 

(8,198

)

 

 

(11,911

)

Amortization of operating lease asset

 

177

 

 

 

409

 

 

 

741

 

 

 

2,837

 

Tides Foundation common stock warrant expense

 

187

 

 

 

187

 

 

 

750

 

 

 

750

 

Stock-based compensation expense

 

17,352

 

 

 

13,633

 

 

 

65,390

 

 

 

68,391

 

Deferred taxes

 

18,892

 

 

 

(129,258

)

 

 

18,493

 

 

 

(129,258

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Trade and client receivables

 

(1,630

)

 

 

(4,566

)

 

 

(3,284

)

 

 

(4,802

)

Prepaid expenses and other assets

 

(2,610

)

 

 

1,812

 

 

 

(2,570

)

 

 

(656

)

Operating lease liability

 

(412

)

 

 

(136

)

 

 

188

 

 

 

(4,351

)

Accounts payable

 

(656

)

 

 

428

 

 

 

(1,160

)

 

 

969

 

Accrued expenses and other liabilities

 

10,960

 

 

 

5,097

 

 

 

27,737

 

 

 

4,730

 

Deferred revenue

 

(178

)

 

 

(1,513

)

 

 

489

 

 

 

(10,882

)

Net cash provided by operating activities

 

63,701

 

 

 

38,582

 

 

 

248,259

 

 

 

153,563

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of marketable securities

 

(119,239

)

 

 

(127,818

)

 

 

(485,178

)

 

 

(362,322

)

Proceeds from maturities of marketable securities

 

117,711

 

 

 

121,623

 

 

 

420,436

 

 

 

486,892

 

Proceeds from sale of marketable securities

 

7,747

 

 

 

3,354

 

 

 

11,348

 

 

 

41,775

 

Acquisition of business, net of cash acquired

 

1,440

 

 

 

(14,333

)

 

 

(58,406

)

 

 

(14,333

)

Purchases of property and equipment

 

(455

)

 

 

(1,549

)

 

 

(5,790

)

 

 

(3,528

)

Internal-use software and platform development costs

 

(5,973

)

 

 

(2,316

)

 

 

(19,349

)

 

 

(10,916

)

Net cash provided by (used in) investing activities

 

1,231

 

 

 

(21,039

)

 

 

(136,939

)

 

 

137,568

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Change in escrow funds payable, net

 

(29,756

)

 

 

(22,052

)

 

 

(6,731

)

 

 

9,956

 

Proceeds from exercises of stock options and common stock warrant

 

21

 

 

 

1,358

 

 

 

750

 

 

 

3,293

 

Proceeds from employee stock purchase plan

 

1,736

 

 

 

1,878

 

 

 

3,935

 

 

 

4,795

 

Repurchase of common stock

 

(34,036

)

 

 

 

 

 

(135,959

)

 

 

(100,000

)

Net cash (used in) financing activities

 

(62,035

)

 

 

(18,816

)

 

 

(138,005

)

 

 

(81,956

)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

 

2,897

 

 

 

(1,273

)

 

 

(26,685

)

 

 

209,175

 

Cash, cash equivalents, and restricted cash—beginning of period

 

476,011

 

 

 

506,866

 

 

 

505,593

 

 

 

296,418

 

Cash, cash equivalents, and restricted cash—end of period

$

478,908

 

 

$

505,593

 

 

$

478,908

 

 

$

505,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table reconciles cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows as of the following (in thousands):

 

December 31, 2025

 

December 31, 2024

Cash and cash equivalents

$

294,356

 

 

$

305,757

 

Restricted cash

 

3,800

 

 

 

4,100

 

Funds held in escrow, including funds in transit

 

180,752

 

 

 

195,736

 

Total cash, cash equivalents, and restricted cash as shown in the consolidated statement of cash flows

$

478,908

 

 

$

505,593

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, and non-GAAP diluted EPS.

We define adjusted EBITDA as net income adjusted for stock-based compensation expense; depreciation and amortization; other income (expense), net, which includes interest expense; income tax benefit (provision); and, if applicable, certain other gains, losses, benefits, or charges that are non-cash or are significant and the result of isolated events or transactions that have not occurred frequently in the past and are not expected to occur regularly in the future. We define free cash flow as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software.

We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; or (d) material acquisition-related deal costs. In addition, the non-GAAP financial measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this press release to their most directly comparable GAAP financial measures have been provided below, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business.

We have not reconciled our adjusted EBITDA guidance to GAAP net income or non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP net income and GAAP diluted EPS are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of our common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during the first quarter of 2026 and fiscal year 2026 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA guidance to GAAP net income and non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.

 

UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and share data)
(Unaudited)

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net income

$

15,634

 

 

$

147,166

 

 

$

115,425

 

 

$

215,586

 

Add back (deduct):

 

 

 

 

 

 

 

Stock-based compensation expense

 

17,352

 

 

 

13,633

 

 

 

65,390

 

 

 

68,391

 

Depreciation and amortization

 

7,024

 

 

 

4,370

 

 

 

25,710

 

 

 

14,813

 

Other income, net

 

(5,757

)

 

 

(4,788

)

 

 

(23,869

)

 

 

(25,221

)

Income tax provision (benefit)(1)

 

18,417

 

 

 

(128,795

)

 

 

37,751

 

 

 

(125,159

)

Other(2)(3)(4)

 

187

 

 

 

18,620

 

 

 

5,149

 

 

 

19,183

 

Adjusted EBITDA

$

52,857

 

 

$

50,206

 

 

$

225,556

 

 

$

167,593

 

Profit margin

 

8

%

 

 

77

%

 

 

15

%

 

 

28

%

Adjusted EBITDA margin

 

27

%

 

 

26

%

 

 

29

%

 

 

22

%

 

 

 

 

 

 

 

 

Cost of revenue, GAAP

$

43,671

 

 

$

42,641

 

 

$

174,752

 

 

$

174,094

 

Stock-based compensation expense

 

(180

)

 

 

(262

)

 

 

(760

)

 

 

(1,586

)

Other(2)

 

 

 

 

(317

)

 

 

 

 

 

(317

)

Cost of revenue, Non-GAAP

 

43,491

 

 

 

42,062

 

 

 

173,992

 

 

 

172,191

 

As a percentage of total revenue, GAAP

 

22

%

 

 

22

%

 

 

22

%

 

 

23

%

As a percentage of total revenue, Non-GAAP

 

22

%

 

 

22

%

 

 

22

%

 

 

22

%

 

 

 

 

 

 

 

 

Gross profit, GAAP

$

154,738

 

 

$

148,842

 

 

$

613,032

 

 

$

595,231

 

Stock-based compensation expense

 

180

 

 

 

262

 

 

 

760

 

 

 

1,586

 

Other(2)

 

 

 

 

317

 

 

 

 

 

 

317

 

Gross profit, Non-GAAP

 

154,918

 

 

 

149,421

 

 

 

613,792

 

 

 

597,134

 

Gross margin, GAAP

 

78

%

 

 

78

%

 

 

78

%

 

 

77

%

Gross margin, Non-GAAP

 

78

%

 

 

78

%

 

 

78

%

 

 

78

%

 

 

 

 

 

 

 

 

Research and development, GAAP

$

47,055

 

 

$

53,491

 

 

$

185,544

 

 

$

209,283

 

Stock-based compensation expense

 

(5,495

)

 

 

(6,394

)

 

 

(23,023

)

 

 

(29,923

)

Intangible amortization

 

(2,495

)

 

 

(704

)

 

 

(8,192

)

 

 

(1,900

)

Other(2)

 

 

 

 

(7,872

)

 

 

 

 

 

(7,872

)

Research and development, Non-GAAP

 

39,065

 

 

 

38,521

 

 

 

154,329

 

 

 

169,588

 

As a percentage of total revenue, GAAP

 

24

%

 

 

28

%

 

 

24

%

 

 

27

%

As a percentage of total revenue, Non-GAAP

 

20

%

 

 

20

%

 

 

20

%

 

 

22

%

 

 

 

 

 

 

 

 

Sales and marketing, GAAP

$

36,005

 

 

$

43,934

 

 

$

143,412

 

 

$

185,211

 

Stock-based compensation expense

 

(1,557

)

 

 

(2,116

)

 

 

(6,347

)

 

 

(11,670

)

Intangible amortization

 

 

 

 

(167

)

 

 

(1,236

)

 

 

(167

)

Other(2)

 

 

 

 

(7,007

)

 

 

 

 

 

(7,007

)

Sales and marketing, Non-GAAP

 

34,448

 

 

 

34,645

 

 

 

135,829

 

 

 

166,368

 

As a percentage of total revenue, GAAP

 

18

%

 

 

23

%

 

 

18

%

 

 

24

%

As a percentage of total revenue, Non-GAAP

 

17

%

 

 

18

%

 

 

17

%

 

 

22

%

 

 

 

 

 

 

 

 

General and administrative, GAAP

$

41,665

 

 

$

35,602

 

 

$

146,629

 

 

$

128,803

 

Stock-based compensation expense

 

(10,120

)

 

 

(4,861

)

 

 

(35,260

)

 

 

(25,212

)

Other(2)(3)(4)

 

(188

)

 

 

(3,424

)

 

 

(5,149

)

 

 

(3,987

)

General and administrative, Non-GAAP

 

31,357

 

 

 

27,317

 

 

 

106,220

 

 

 

99,604

 

As a percentage of total revenue, GAAP

 

21

%

 

 

19

%

 

 

19

%

 

 

17

%

As a percentage of total revenue, Non-GAAP

 

16

%

 

 

14

%

 

 

13

%

 

 

13

%

 

 

 

 

 

 

 

 

Total operating expenses, GAAP

$

126,444

 

 

$

135,259

 

 

$

483,725

 

 

$

530,025

 

Stock-based compensation expense

 

(17,172

)

 

 

(13,371

)

 

 

(64,630

)

 

 

(66,805

)

Intangible amortization

 

(2,495

)

 

 

(871

)

 

 

(9,428

)

 

 

(2,066

)

Other(2)(3)(4)

 

(188

)

 

 

(18,303

)

 

 

(5,149

)

 

 

(18,866

)

Total operating expenses, Non-GAAP

 

106,589

 

 

 

102,714

 

 

 

404,518

 

 

 

442,288

 

As a percentage of total revenue, GAAP

 

64

%

 

 

71

%

 

 

61

%

 

 

69

%

As a percentage of total revenue, Non-GAAP

 

54

%

 

 

54

%

 

 

51

%

 

 

57

%

 

 

 

 

 

 

 

 

Income from operations, GAAP

$

28,294

 

 

$

13,583

 

 

$

129,307

 

 

$

65,206

 

Stock-based compensation expense

 

17,352

 

 

 

13,633

 

 

 

65,390

 

 

 

68,391

 

Intangible amortization

 

2,495

 

 

 

871

 

 

 

9,428

 

 

 

2,066

 

Other(2)(3)(4)

 

188

 

 

 

18,881

 

 

 

5,149

 

 

 

19,444

 

Income from operations, Non-GAAP

 

48,329

 

 

 

46,968

 

 

 

209,274

 

 

 

155,107

 

 

 

 

 

 

 

 

 

Net income, GAAP

$

15,634

 

 

$

147,166

 

 

$

115,425

 

 

$

215,586

 

Stock-based compensation expense

 

17,352

 

 

 

13,633

 

 

 

65,390

 

 

 

68,391

 

Intangible amortization

 

2,495

 

 

 

871

 

 

 

9,428

 

 

 

2,066

 

Release of valuation allowance on deferred tax assets

 

 

 

 

(140,339

)

 

 

 

 

 

(140,339

)

Tax effect of non-GAAP adjustments

 

14,294

 

 

 

2,149

 

 

 

682

 

 

 

(18,000

)

Other(2)(3)(4)

 

188

 

 

 

18,881

 

 

 

5,149

 

 

 

19,444

 

Net income, Non-GAAP

 

49,963

 

 

 

42,361

 

 

 

196,074

 

 

 

147,148

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding used in computing earnings per share, GAAP

Basic (in millions)

 

130.6

 

 

 

134.3

 

 

 

132.5

 

 

 

133.6

 

Diluted (in millions)

 

139.4

 

 

 

143.1

 

 

 

140.7

 

 

 

143.2

 

Basic earnings per share, GAAP

$

0.12

 

 

$

1.10

 

 

$

0.87

 

 

$

1.61

 

Diluted earnings per share, GAAP

$

0.12

 

 

$

1.03

 

 

$

0.84

 

 

$

1.52

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding used in computing earnings per share, Non-GAAP

Basic (in millions)

 

130.6

 

 

 

134.3

 

 

 

132.5

 

 

 

133.6

 

Diluted (in millions)

 

139.4

 

 

 

143.1

 

 

 

140.7

 

 

 

143.2

 

Basic earnings (loss) per share, Non-GAAP

$

0.38

 

 

$

0.32

 

 

$

1.48

 

 

$

1.10

 

Diluted earnings (loss) per share, Non-GAAP

$

0.36

 

 

$

0.30

 

 

$

1.41

 

 

$

1.04

 

(1) During each of the three and twelve months ended December 31, 2024, we recognized a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets.

(2) During each of the three and twelve months ended December 31, 2024, we incurred $19.2 million in costs related to the execution of the Restructuring Plan. Of this amount, $18.4 million is included in Other, while the remaining amount is allocated between stock-based compensation expense and Other income, net.

(3) During each of the three and twelve months ended December 31, 2025 and 2024, we incurred $0.2 million and $0.8 million, respectively, of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018 (the “Tides Foundation Warrant”).

(4) During the twelve months ended December 31, 2025, we incurred acquisition-related costs of $4.4 million in connection with our business combinations. These costs primarily consist of legal, accounting, and other professional fees, and are recorded in general and administrative expenses in the condensed consolidated statements of operations. Beginning in the second quarter of 2025, we included acquisition-related costs as an add-back to net income in the reconciliation to adjusted EBITDA. Acquisition-related costs incurred in prior periods were deemed immaterial and therefore not included as an add-back to adjusted EBITDA.

 

UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Cash provided by operating activities

 

$

63,701

 

 

$

38,582

 

 

$

248,259

 

 

$

153,563

 

Less: purchases of property, plant & equipment and cash outflows from internally developed software

 

 

(6,428

)

 

 

(3,865

)

 

 

(25,139

)

 

 

(14,444

)

Free cash flow

 

$

57,273

 

 

$

34,717

 

 

$

223,120

 

 

$

139,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


UPWORK INC.
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
(In thousands)
(Unaudited)

 

 

 

 

 

 

 

 

 

 

December
31, 2025

 

September
30, 2025

 

June 30,
2025

 

March 31,
2025

 

December
31, 2024

 

September
30, 2024

 

June 30,
2024

 

March 31,
2024

Net Income

 

$

15,634

 

 

$

29,335

 

 

$

32,726

 

 

$

37,730

 

 

$

147,166

 

 

$

27,758

 

 

$

22,220

 

 

$

18,442

 

Add back (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

17,352

 

 

 

19,789

 

 

 

15,977

 

 

 

12,272

 

 

 

13,633

 

 

 

18,578

 

 

 

19,238

 

 

 

16,942

 

Depreciation and amortization

 

 

7,024

 

 

 

7,946

 

 

 

5,879

 

 

 

4,861

 

 

 

4,370

 

 

 

3,668

 

 

 

3,629

 

 

 

3,146

 

Other income, net

 

 

(5,757

)

 

 

(5,917

)

 

 

(5,878

)

 

 

(6,317

)

 

 

(4,788

)

 

 

(8,091

)

 

 

(5,620

)

 

 

(6,722

)

Income tax provision (benefit)(1)

 

 

18,417

 

 

 

6,340

 

 

 

5,717

 

 

 

7,277

 

 

 

(128,795

)

 

 

1,126

 

 

 

1,181

 

 

 

1,329

 

Other(2)(3)(4)

 

 

187

 

 

 

2,134

 

 

 

2,640

 

 

 

188

 

 

 

18,620

 

 

 

188

 

 

 

187

 

 

 

188

 

Adjusted EBITDA

 

$

52,857

 

 

$

59,627

 

 

$

57,061

 

 

$

56,011

 

 

$

50,206

 

 

$

43,227

 

 

$

40,835

 

 

$

33,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit margin

 

 

8

%

 

 

15

%

 

 

17

%

 

 

20

%

 

 

77

%

 

 

14

%

 

 

12

%

 

 

10

%

Adjusted EBITDA margin

 

 

27

%

 

 

30

%

 

 

29

%

 

 

29

%

 

 

26

%

 

 

22

%

 

 

21

%

 

 

17

%

(1) During three months ended December 31, 2024, we recognized a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets.

(2) During the three months ended December 31, 2024, we incurred $19.2 million in costs related to the execution of the Restructuring Plan. Of this amount, $18.4 million is included in Other, while the remaining amount is allocated between stock-based compensation expense and Other income, net.

(3) For all periods presented, we incurred $0.2 million related to our Tides Foundation Warrant.

(4) During the three months ended June 30, 2025 and September 30, 2025, we incurred $2.5 million and $1.9 million acquisition-related costs in connection with our business combinations of Ascen and Bubty.


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