Please wait


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. – February 9, 2026 – 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
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.


•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.
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 )20252024% Change20252024% 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 margin78 %78 %26 bps78 %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 margin8 %77 %-6,898 bps15 %28 %-1,337 bps
Adjusted EBITDA margin(2)
27 %26 %42 bps29 %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)20252024% 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, “UmaTM, 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,
2025202420252024
Revenue:
Marketplace$171,358 $163,655 $682,883 $662,108 
Enterprise27,051 27,828 104,901 107,217 
Total revenue198,409 191,483 787,784 769,325 
Cost of revenue43,671 42,641 174,752 174,094 
Gross profit154,738 148,842 613,032 595,231 
Operating expenses
Research and development47,055 53,491 185,544 209,283 
Sales and marketing36,005 43,934 143,412 185,211 
General and administrative41,665 35,602 146,629 128,803 
Provision for transaction losses1,719 2,232 8,140 6,728 
Total operating expenses126,444 135,259 483,725 530,025 
Income from operations28,294 13,583 129,307 65,206 
Other income, net5,757 4,788 23,869 25,221 
Income before income taxes34,051 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:
Basic130,619 134,265 132,485 133,621 
Diluted139,414 143,098 140,660 143,152 




UPWORK INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, 2025December 31, 2024
ASSETS
Current assets
Cash and cash equivalents$294,356 $305,757 
Marketable securities378,425 316,344 
Funds held in escrow, including funds in transit180,752 195,736 
Trade and client receivables, net76,236 75,490 
Prepaid expenses and other current assets21,064 17,727 
Total current assets950,833 911,054 
Property and equipment, net44,421 30,056 
Goodwill149,192 121,064 
Intangible assets, net37,161 12,989 
Operating lease asset5,011 5,752 
Deferred tax asset111,495 128,779 
Other assets, noncurrent1,467 1,919 
Total assets$1,299,580 $1,211,613 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$7,858 $6,128 
Escrow funds payable180,752 195,736 
Debt, current359,770 — 
Accrued expenses and other current liabilities94,023 59,300 
Deferred revenue7,765 7,269 
Total current liabilities650,168 268,433 
Debt, noncurrent— 357,928 
Operating lease liability, noncurrent9,707 9,567 
Other liabilities, noncurrent9,390 308 
Total liabilities669,265 636,236 
Stockholders’ equity
Common stock13 14 
Additional paid-in capital592,599 653,575 
Accumulated and other comprehensive income754 264 
Accumulated deficit36,949 (78,476)
Total stockholders’ equity630,315 575,377 
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,
2025202420252024
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 losses999 1,972 6,706 5,505 
Depreciation and amortization7,024 4,370 25,710 14,813 
Amortization of debt issuance costs461 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 asset177 409 741 2,837 
Tides Foundation common stock warrant expense187 187 750 750 
Stock-based compensation expense17,352 13,633 65,390 68,391 
Deferred taxes18,892 (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 liabilities10,960 5,097 27,737 4,730 
Deferred revenue(178)(1,513)489 (10,882)
Net cash provided by operating activities63,701 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 securities117,711 121,623 420,436 486,892 
Proceeds from sale of marketable securities7,747 3,354 11,348 41,775 
Acquisition of business, net of cash acquired1,440 (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 activities1,231 (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 warrant21 1,358 750 3,293 
Proceeds from employee stock purchase plan1,736 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 CASH2,897 (1,273)(26,685)209,175 
Cash, cash equivalents, and restricted cash—beginning of period476,011 506,866 505,593 296,418 
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, 2025December 31, 2024
Cash and cash equivalents$294,356 $305,757 
Restricted cash3,800 4,100 
Funds held in escrow, including funds in transit180,752 195,736 
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,
2025202420252024
Net income$15,634 $147,166 $115,425 $215,586 
Add back (deduct):
Stock-based compensation expense17,352 13,633 65,390 68,391 
Depreciation and amortization7,024 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 margin8 %77 %15 %28 %
Adjusted EBITDA margin27 %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-GAAP43,491 42,062 173,992 172,191 
As a percentage of total revenue, GAAP22 %22 %22 %23 %
As a percentage of total revenue, Non-GAAP22 %22 %22 %22 %
Gross profit, GAAP$154,738 $148,842 $613,032 $595,231 
Stock-based compensation expense180 262 760 1,586 
Other (2)
— 317 — 317 
Gross profit, Non-GAAP154,918 149,421 613,792 597,134 
Gross margin, GAAP78 %78 %78 %77 %
Gross margin, Non-GAAP78 %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-GAAP39,065 38,521 154,329 169,588 
As a percentage of total revenue, GAAP24 %28 %24 %27 %
As a percentage of total revenue, Non-GAAP20 %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-GAAP34,448 34,645 135,829 166,368 
As a percentage of total revenue, GAAP18 %23 %18 %24 %
As a percentage of total revenue, Non-GAAP17 %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-GAAP31,357 27,317 106,220 99,604 
As a percentage of total revenue, GAAP21 %19 %19 %17 %
As a percentage of total revenue, Non-GAAP16 %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-GAAP106,589 102,714 404,518 442,288 
As a percentage of total revenue, GAAP64 %71 %61 %69 %
As a percentage of total revenue, Non-GAAP54 %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 amortization2,495 871 9,428 2,066 
Other (2)(3)(4)
188 18,881 5,149 19,444 
Income from operations, Non-GAAP48,329 46,968 209,274 155,107 
Net income, GAAP$15,634 $147,166 $115,425 $215,586 
Stock-based compensation expense17,352 13,633 65,390 68,391 
Intangible amortization2,495 871 9,428 2,066 
Release of valuation allowance on deferred tax assets— (140,339)— (140,339)
Tax effect of non-GAAP adjustments14,294 2,149 682 (18,000)
Other (2)(3)(4)
188 18,881 5,149 19,444 
Net income, Non-GAAP49,963 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,
2025202420252024
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, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 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 expense17,352 19,789 15,977 12,272 13,633 18,578 19,238 16,942 
Depreciation and amortization7,024 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 margin8 %15 %17 %20 %77 %14 %12 %10 %
Adjusted EBITDA margin27 %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.