Slide 1: Upwork Investor Presentation
Upwork Investor Presentation August 2025 1
Slide 2: Safe Harbor Statement
Safe Harbor Statement This presentation of Upwork Inc. (the “Company,” “we,” “us,” or “our”) contains "forward-looking" Undue reliance should not be placed on the forward-looking statements in this statements within the meaning of the federal securities laws. Forward-looking statements include prese
Slide 3: Businesses need solutions for today's new era of work
Businesses need solutions for today’s new era of work Companies need high quality talent for AI and other top priorities Businesses require more flexibility & speed in evolving their workforces Corporate budgets remain under pressure Traditional staffing solutions fall short 3
Slide 4: Companies are turning to Upwork: the world's human & AI-powered work marketplace
Companies are turning to Upwork: the world’s human & AI-powered work marketplace • Global talent pool, spanning >130 work categories and >10,000 skills – including ~250,000 AI experts globally • AI-powered platform makes it easy to find, manage and pay talent for complex projects • Tailored solutions
Slide 5: Upwork is the market leader, with advantages in scale, breadth and tailored support
Upwork is the market leader, with advantages in scale, breadth of work and tailored support for businesses of all sizes Industry-leading scale and innovation • Enables $1B of client spend (GSV) quarterly; >$25B in cumulative talent earnings to date • Proprietary AI agent, UmaTM, delivers effortless e
Slide 6: Superior, tech-enabled marketplace model drives strong profitability and free cash flow
Superior, tech-enabled marketplace model drives strong profitability and free cash flow Record Margins Strong Balance & Profitability GSV from AI-related work up Sheet & Cash 36% year-over-year in Q3 Generation • Record Q2 gross margin of 77.8% • Cash, cash equivalents and • Adjusted EBITDA was $57.1 m
Slide 7: Upwork is executing on three growth catalysts to drive growth reacceleration in 2026
Upwork is executing on three growth catalysts to drive growth reacceleration in 2026 AI features & category growth Enterprise expansion Ads & monetization Leveraging client demand for our ~250k Differentiated, digital offering for Long runway for value added services, AI experts and savvy talent pool
Slide 8: Upwork Updates Summer 2025
AI features and category growth Upwork Updates Summer 2025 Upwork expands Uma (Upwork’s Mindful AI) into an always-on AI work agent and rolls out 75+ features in H1 2025 to accelerate hiring and collaboration for freelancers and clients • Uma’s transformation from companion to autonomous work agent
Slide 9: AI has been one of the fastest-growing major categories on Upwork
AI features and category growth AI has been one of the fastest-growing major categories on Upwork for multiple quarters Example client use cases: • Prompt engineering • AI integration • Generative AI modeling 30% 37% 38% 37% 3x YoY increase in YoY increase in Average volume GSV from AI-related the n
Slide 10: Enterprise M&A accelerates ability to capture greater share of the $650B contingent workforce TAM
Enterprise expansion Enterprise M&A accelerates ability to capture greater share of the $650B contingent workforce TAM1 ● Upwork’s enterprise offering is expanding to include workforce management and a full range of contingent workforce models (independent contractors, agency-of-record, employer-of-r
Slide 11: Enterprise: A singular, differentiated solution
Enterprise expansion Enterprise: A singular, differentiated solution Company Identifies Need for Talent Employees Employees Employed Contingent Labor Employed by by the the Company Company Independent Independent Agent ofofRecord Agent Record Employer Employer of of Record Staff Staff Augmentation Augme
Slide 12: Ads & monetization
Ads & monetization Ads & monetization Boosted Profiles Featured Jobs Drives marketplace quality and efficiency, and is expected to continue to provide a multi-year tailwind for take rate Q2 2025 highlights: • Continued strength growing ads & monetization revenues 17% YoY Boosted Proposals Connects Purc
Slide 13: Proven ability to drive durable, profitable growth and margin expansion
Proven ability to drive durable, profitable growth and margin expansion >20 points of margin expansion Adjusted EBITDA over the past two years 29.3% On track to achieve 35% $ Millions $57.1M Margin Q2’25 30.0% Adjusted EBITDA margin target: $60.0 $57.1 $56.0 • GSV and revenue growth consistently $50.
Slide 14: Strong, growing free cash flow enables investments in growth levers, M&A and capital return
Strong, growing free cash flow enables investments in growth levers, M&A and capital return Quarterly YoY Free Cash Flow (Q2) Strategic use of cash to drive long-term shareholder value: $ Millions • M&A $60 • Investments in our growth catalysts: $40 • AI $65.6 $20 • Enterprise $35.5 $0 • Ads & Moneti
Slide 15: All-time highs in profitability and cash generation
All-time Q2’25 highs in profitability GSV Revenue GAAP Gross Margin and cash $1,002.7M $194.9M 77.8% generation -1% year-over-year +1% year-over-year +43 bps year-over-year Adjusted EBITDA Free Cash Flow Take Rate $57.1M $65.6M 19.4% 29.3% adj. EBITDA margin 115% FCF/adj. EBITDA +1% year-over-year “G
Slide 16: Appendix + Definitions
Appendix + Definitions 16
Slide 17: Condensed Consolidated Statements of Operations
UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands) (Unaudited) Three Months Ended June 30, 2025 2024 Revenue Marketplace $ 170,660 $ 166,786 Enterprise 24,279 26,343 Total revenue 194,939 193,129 Cost of revenue 43,432 43,852 Gross profit 151,507 149,277 Operating expenses Re
Slide 18: Condensed Consolidated Statements of Operations (Continued)
UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) (In thousands, except for per share data) (Unaudited) Three Months Ended June 30, 2025 2024 Net income per share: Basic $ 0.25 $ 0.17 Diluted $ 0.24 $ 0.17 Weighted-average shares used to compute net income per share: Basic 132,
Slide 19: Condensed Consolidated Balance Sheets
UPWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 291,070 $ 305,757 Marketable securities 343,509 316,344 Funds held in escrow, including funds in transit 212,033 195,736 Trade and client rec
Slide 20: Condensed Consolidated Balance Sheets (Continued)
UPWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) (In thousands) (Unaudited) June 30, 2025 December 31, 2024 Stockholders’ equity Common stock 13 14 Additional paid-in capital 615,937 653,575 Accumulated and other comprehensive income 724 264 Accumulated deficit (8,020) (78,476) Total st
Slide 21: Condensed Consolidated Statements of Cash Flows
UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended June 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 32,726 $ 22,220 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for tr
Slide 22: Condensed Consolidated Statements of Cash Flows (Continued)
UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) Three Months Ended June 30, 2025 2024 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities (208,440) (44,243) Proceeds from maturities of marketable securities 181,301 190.074 Proce
Slide 23: Condensed Consolidated Statements of Cash Flows (Continued)
UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) Three Months Ended June 30, 2025 2024 CASH FLOWS FROM FINANCING ACTIVITIES: Change in escrow funds payable, net (1) (2,684) (6,194) Proceeds from exercises of stock options and common stock warrants 1
Slide 24: Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
UPWORK INC. RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (In thousands) (Unaudited) Twelve Months Ended December 31, 2024 2023 2022 Cash provided by operating activities $ 153,563 $ 52,708 $ 11,497 Less: purchases of property, plant & equipment and cash outflows from int
Slide 25: Reconciliation of GAAP Net Income to Adjusted EBITDA
UPWORK INC. RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA (In thousands) (Unaudited) Three Months Ended June 30, March 31, December 31, September June 30, March 31, December 31, September June 30, 2025 2025 2024 30, 2024 2024 2024 2023 30, 2023 2023 Net income (loss) $ 32,726 $ 37,730 $ 147,1
Slide 26: Key Definitions
Key Definitions Active Clients Enterprise Revenue We define an Active Client as a client that has had spend activity on our work We define Enterprise Revenue as revenue from our Enterprise offerings, marketplace during the 12 months preceding the date of measurement. including all client fees, subscript
Slide 27: Key Definitions
Key Definitions Marketplace Revenue Marketplace revenue represents the majority of our revenue and is derived from our Marketplace offerings, which include all offerings other than our Enterprise offerings—Enterprise Solutions (previously referred to as Upwork Enterprise) and Managed Services. Marketpla
Slide 28: About Upwork
About Upwork About Upwork Disclosure Information Upwork is the world’s largest work marketplace that connects We use our Investor Relations website (investors.upwork.com), businesses with highly skilled, AI-enabled independent talent our Blog (upwork.com/blog), our X handle from across the globe. Fr
Slide 29: Non-GAAP Financial Measures
Non-GAAP Financial Measures To supplement our condensed 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 presentation, including adjusted EBITDA, adjus