Upwork Investor Presentation
NASDAQ:
UPWK
November 2026
The new Upwork
Fundamentally reinvented business for the next chapter
Clear traction with three massive growth opportunities
Strong profitability and free cash flow generation
The human and AI-powered work marketplace
Work delivery platform:
AI-powered & end-to-end
Business demand:
SMB through enterprise clients & AI agents
Proprietary work data
Category breadth:
High spend & retention
Talent supply:
Global & highly skilled talent pool & AI agents
A $1.3T market opportunity in 2028
SMBs
$530B2028 global spend on contingent digital knowledge work in companies with <500 employees
Enterprise
$650B2028 global spend on contingent digital knowledge work in companies with >500 employees
Agentic AI
$120BAgentic AI work aligned with or enhancing digital knowledge work by 2028
Source: Upwork Market Study, a commissioned third-party study that estimates the flexible digital knowledge work market based on data from, among other sources, the Bureau of Labor Statistics, World Bank, and the International Labour Organization (October 2025).
Three growth pillarsTransforming human + AI work
Accelerating SMB growth
Unlocking Enterprise expansion
GSV Revenue GAAP Gross Margin
$914.1M $185.6M 76.1%
-10% year-over-year -8% year-over-year -115 bps year-over-year
Adjusted EBITDA
Free Cash Flow
Take Rate
$63.8M $53.9M 20.3%
34.4% adj. EBITDA margin
84.4% FCF/adj. EBITDA
+46 bps year-over-year
"GSV," "Adjusted EBITDA," "Free Cash Flow," and "Take Rate" are defined in the definitions section of this presentation. Adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow conversion rate are non-GAAP financial measures and are presented for supplemental purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the appendix of this presentation. For more information regarding our third quarter 2026 results, please refer to our press release dated November 2, 2026, and our Quarterly Report on Form 10-Q for the three months ended September 30, 2026, when filed.
Strategic growth pillars update
AI frontiers
The Upwork Model Context Protocol (MCP) server has seen rapid growth in adoption and usage among clients and freelancers. Weekly active users have increased 20x since the launch in August, while AI agents have made nearly 50 million requests.
MCP server usage is driving an estimated $3M in annualized Connects revenue.
Strong SMB traction with Business Plus
Q3 2026 GSV from Business Plus offering for SMBs increased 16% quarter-over-quarter and 132% year-over-year. Q3 2026 Business Plus active clients grew 9% quarter-over-quarter and 154% year-over-year.
40% of active clients on Business Plus in Q3 2026 had their first Upwork spend on Business Plus.
Doubling down on the Enterprise opportunity
Lifted acquired WorkMotion, a leading Employer of Record (EOR), enabling direct employment of contingent talent in 30+ countries. We continue to make strong progress on the migration of Enterprise customers to the Lifted platform.
Transforminghuman + AI work
GSV from freelancers with AI skills
~$450 million on an annualized basis in Q3 2026
55%Year-over-year growth in GSV from Talent with AI Skills
Year-over-year growth rates compare the third quarter of 2026 to the third quarter of 2025. Annualized GSV is GSV in the quarter multiplied by four.
Uniquely positioned to offer human-supervised agents at scale
AI
Agents
Clients
Human Experts
AcceleratingSMB Growth
Attract and convert more new SMB customers with tailored solutions, such as Business Plus, and value added services to unlock the SMB market opportunity
Q3 2026 highlights:
Business Plus GSV increased 13%
quarter-over-quarter and 132% year-over-year
Business Plus represented 8% of Upwork's total GSV in Q3 2026
Business Plus GSV
Plan
~$72M
2025-Q2 2025-Q3 2025-Q4 2026-Q1 2026-Q2 2026-Q3
Upwork Now on-demand hiring built for the AI era
Strategic focus on high-value client acquisition driving GSV per Active Client and new expansion amid acquisition environment pressures
GSV per Active Client ($K)
Y/Y GSV per Active Client.
Appendix
+ Definitions
(1) See Key Definitions section in this 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 of this presentation.
AS SETS
Cash and cash equivalents luarkolable secuniies | s | |||
Funds held ›n escrow, including funds in trans it | 164,6 06 | 180,752 | ||
rate and client receivables net | *6 23o | |||
Prepaid expenses and other current ass+b | 19,B51 | Z1,O68 | ||
Jotal cuwen1 aarets | 587.9 04 | 9S0 933 | ||
"ropert'y and equipmen1. net | 61,B25 | 4,421 | ||
Go o0'.'ill | 1^9.192 | 1°9 192 | ||
Inta agible assets, net | 28,3 88 | 57,161 | ||
Dp erasing lease asset | 11 73 | 5 011' | ||
Deferred tax asset | 10B,3 05 | J1J 495 | ||
goal Besets | 931,D97 | $ | ||
LIABILITIE 5 MMD STOCKHO LD ER 5' EQUITY | ||||
GlJffo f1I I iab IIItI98 Accoun1s payable | s 9,336 | S | 7,858 | |
Debt. current | 359,770 | |||
Accrued ex Denser and other current liaDilitiez | 89.725 | 94.0Z3 | ||
Deferred revenue | 8620 | 7,765 | ||
Jotal cuw+nt liabilities | 650 1bB | |||
Dperahng lease liability. non current | 13.514 | 9 IOZ | ||
ther liab iIi1ies noncurrent | 11 271 | 9,390 | ||
Total liabilities | 277.D72 | 669,2b5 | ||
Stockholders' eauity | ||||
Gommon sto ck | 13 | 13 | ||
Additional Deid-in capital | 529,B33 | 592,599 | ||
accumulatea off er comprehensive (loses income | f245} | 75^ | ||
Retained earnings | 125,B24 | 56.989 | ||
Jotnl stockholders' eoui ty | 654.025 | 630.315 | ||
Total liabilli es and slackholders' equly | s 931,D97 | $ | 1,299,580 | |
Gurrenl asseis
UP'VORK IR C.
CONDENSED CONSOLIDATED BALAS CE 5HEET 8
5ept20 er 30, •' . .her3i,
s
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENT S OF OPERATIONS
{In thousands, except for per share data) (Unaudited)
Revenue
Three Months Ended Nine Months Ended September 3D, September 3D,
2026 2025 2026 2025
Marketplace | $ 159,321 | $ 174,572 | $ 496,884 | $ 511,525 |
Enterprise | 26,278 | 27,158 | 75,858 | 77,85D |
Total revenue | 185,599 | 201,730 | 572,742 | 589,375 |
Cost of revenue | 44,304 | 45,843 | 134,233 | 131,081 |
Gross profit | 141,295 | 155,8B7 | 438,509 | 458,294 |
Operating apenses | ||||
Research and development | 34,889 | 47,494 | 122,090 | 138,489 |
Sales and marketing | 33,832 | 34,985 | 106,183 | 1D7,407 |
General and administrative | 36,805 | 41,257 | 108,841 | 1D4,964 |
Provision for transaction losses | 1,176 | 2,393 | 5,947 | 6,421 |
Total operating expenses 106,702 126,129 343,081 357,281 | ||||
Income Fom operations | 34,593 | 29,758 | 95,448 | 1D1,0J3 |
Other income, net | 3.951 | 5,917 | 12,909 | 18,112 |
Income before income laxes | 38,544 | M,675 | 108,357 | 119,125 |
Income tax provision | (6.734} | (6.340) | (19.682) | (19,334} |
Net income | $ 31,810 | $ 29,335 | $ B8,675 | $ 99,791 |
Net income per share: | ||||
Basic | $ 0.25 | $ 0.22 | $ 0.71 | $ g.75 |
Diluted | $ D.ZS | $ 0.21 | $ 0.69 | $ 0.72 |
Weighted-average shares used to compute net income per share: | ||||
Basic | 125,103 | 131,987 | 125,7OJ | 133,114 |
Diluted | 128,261 | 139,666 | 131,383 | 140,9t0 |
CONDEN SED CON SDLIDATED STATEMENT S OF CASH FLOWS
C.4SH FLOWS FROM OPERATIN G ACTIVITIES:
Net inEome
Adjusbnenls to reconcile net income to net cash provided by operating zrctivities: Provision for Iransaclion losses
Degieciation and azriortizatior+ Amortization of debt issuance costs
Accrelion of disEounl on purchases of marketable securities. net Amortization of operating lease asset
Tides Foundation common stoch •/zzant expense Stock-based compensation expense
Deferred laxes
Losg on disposal of fixed assets
Changes in operaling assets and liabilities:
Toad e end client receivables Prepaid expenses and other assets Operating lense liability
Accounts payable
Accrued expe nses and oth er liabilities Deferred revenue
Net cash provided by operating acti'7ifies C.4SH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities
Proceeds from matuñties ofmarkelable securities Proceeds from sale of marketable securities Purchase of equit'y inveslmenl
ñcquisili on of business, net of cash acquired
? 31,81 0 ? 29,335 ? 80, 675 ? 99, 791
876 2,113 4,995 5,707
11,353 7,946 29,23£ 1B,686
409 460 1,330 1,381
(238) {2,1951 (3,017 (5,699
444 179 1,280 564
188 1B8 'i63• 563
9,173 19,789 36,717 40,038
1,5SS {2,463) 3,19D (399
't1,352'I '{2,014"I {2,741 't1,654 5,827 3,378 192 40
{697'i '2081 ''1,255 600
2,311 4,571 1,466 (504
4,244 13,866 [27,820 16,777
44 134 855 667
65,947 75,079 135.840 184.558
- 1O6,791"i - '365,939 61,890 70,314 302.111 302.725
- 64 1,986 3,601
(2501 - {250 i
- '39, 436"i - '59,846'i
Purchases at properly and equigmenl | (4,152 | (462j | (7,495'i | {5,335J |
*7.941'I | IS.166"I | !25.650'I | '13.376'I | |
Net cash provided by (used in J inyesling activities 49.547 | [BI, 4971 | 270.704 | [13B.170J | |
c. sH FLos rear FiuAucir‹c cTiviTiEs: | ||||
Change in escrov funds payable, net | (31, 23T) | 6, 451 | (19,5S5'i | 23, 025 |
Proceeds from execises of stock options and common stosk \'arrants | 24 | 76 | 793 | 729 |
Proceeds from employee stock purchase plan | - | 1, 646 | 2,199 | |
Reqayrrtent of co nver1ible senio r ndes | 360,998J | - | ,360,996'i | |
Repurchase of common stock | - | (31, 001 "i | (109,725'i | (101,923J |
Payment of debt issu ance costs | - | ''1.223'i | ||
Net cash used in financing activities | {392,211 ) | [24, 474) | f489.060 'i | f75. 970) |
NET CHAfJG E III CASH, CASH E QUIVALE MTS, AND RESTRICT ED CASH | '276, 71T'I | '30,892 j | '82, S16'I | '29, S82'I |
CASH, GASH EQUIVALENTS, ANO RESTRCTED CAS ‹nning of period | 673.109 | 506. 903 | 478.906 | 505.593 |
C.ASH, CASH EQUIVALENTS, .AND RESTRICTED CAS nd of qeriod ñ 396.392 ñ 476. 011 E 396.392 E 476.011
UPWORK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
The following tame reconEiies cash, cash equivalents, and restnEled cash as reported in the condensed consolidaled balance sheets to the tdal of the same amounis shoxzn in the condensed consolidated slalements of cash fIovrs as of the following (in thousands):
Cash and cash equivdents Restricted cash
Funds held in escrow, including funds in transit
September 30, December 31,
2026 20M
S 227,986 S 294,356 88OO 3,8OO
164,606 180,752
Tdal cash cash equivalenls and restricted cash as shown in the S 396,392 5 4T8,8O8
condensed consolidated sta&ment dEaWta•s
UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIE 5 TO FREE CASH FLOW
(in thousands) Unaudited}
Threo Ionths Ended Nine Months Ended
September 30, September 30,
Cash provided by operating activities Loss: purchases of property, plant & eguipmeni | S | 6S,947 | S | 75,079 | S | 135,840 | S | 184,SS8 |
soltvzare | {12,g83) | (5,64B} | (33,143j | (18,711) | ||||
Free cash flow | M,854 | S | 69,431 | S | 102,697 | S | 16S,847 |
2026 2025 2026 2025
and cash outflows from intemaily developed
(1) For the three and nine months ended September 30, 2026, we incurred $4.3 million and $18.1 million in costs related to the restructuring announced in May 2026, respectively. Of these amounts, $2.7 million and $15.6 million, respectively, are included in Other, while the remaining amounts are allocated among "Stock-based compensation expense", "Depreciation and amortization", and "Other income, net".
(2) For each of the three months ended September 30, 2026 and 2025, we incurred $0.2 million 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, and for each of the nine months ended September 30, 2026 and 2025, we incurred $0.6 million of such expense.
(3) For each of the three and nine months ended September 30, 2026, we incurred transaction-related costs of $5.7 million in connection with WorkMotion Software GmbH acquisition. These costs primarily consisted of legal, accounting, and other professional fees, and were recorded in general and administrative expenses in the condensed consolidated statements of operations.
(4) For the three and nine months ended September 30, 2025, we incurred acquisition-related costs of $1.9 million and $4.4 million, respectively, in connection with our business combinations. These costs primarily consisted of legal, accounting, and other professional fees, and were recorded in general and administrative expenses in the condensed consolidated statements of operations.
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, adjusted EBITDA margin, free cash flow, and free cash flow conversion rate.
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 and certain of our other non-GAAP financial measures exclude 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 and certain of our other non-GAAP financial measures do 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 utility of free cash flow as a measure of our liquidity is limited as it does not represent the total increase or decrease in our cash balance for a given period. Moreover, 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 presentation to their most directly comparable GAAP financial measures have been provided in the financial statement tables included in this presentation, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business.
Non-GAAP Financial Measures
Active Clients
We define an active client as a client that has had spend activity on any Upwork platform or other workforce solution during the 12 months preceding the date of measurement.
Adjusted EBITDA
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.
Connects
Virtual tokens that are required for talent to bid on projects and purchase ads products on the Upwork Marketplace.
Enterprise Revenue
We define Enterprise revenue as revenue from our Enterprise offerings, which primarily consist of Enterprise Solutions and Managed Services.
Free Cash Flow
We define free cash flow as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software.
Gross Services Volume (GSV)1
Gross services volume, or GSV, represents the total dollar value transacted through all Upwork platforms and other workforce solutions.
GSV per Active Client
GSV per active client is calculated by dividing total GSV during the
four quarters ended on the date of measurement by the number of active clients on the date of measurement.
1 GSV from freelancers with AI-skills for the three and twelve months ended September, 2026, reflects all GSV generated by freelancers whose profile lists at least one skill that overlaps with our internally maintained list of generative AI skills.
Key Definitions
Marketplace Revenue
Marketplace revenue represents the revenue derived from the Upwork Marketplace, including all offerings other than our Enterprise offerings.
Marketplace Take Rate
Marketplace take rate measures the correlation between Marketplace revenue and Marketplace GSV and is calculated by dividing Marketplace revenue by Marketplace GSV.
Take Rate
We define take rate as total revenue divided by total GSV.
Key Definitions
About Upwork
Upwork Inc.'s (Nasdaq: UPWK) family of companies connects businesses with global, AI-enabled talent across every contingent worker classification. 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@upwork.com
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