Upwork Inc.NASDAQ: UPWK

Upwork Reports Fourth Quarter and Full Year 2025 Financial Results

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.