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Upwork Reports First Quarter 2026 Financial Results
GSV per Active Client Increased 5% Year-over-Year through AI Work Category and SMB Growth Initiatives
Company Raises Full Year 2026 Adjusted EBITDA Guidance

PALO ALTO, Calif. – May 7, 2026 – Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the first quarter of 2026.
"This was a dynamic first quarter, where we delivered strong profitability while navigating a challenging demand environment," said Hayden Brown, president and CEO of Upwork Inc. "The nature of work continues to shift as AI advances, and we continue to build Upwork for where work is headed. With momentum in our AI, SMB, and Enterprise growth pillars, we are confident in our strategy and are taking the necessary steps today to further sharpen our execution."
“We are managing the business with a level of discipline, rigor, and agility that enables us to increase our bottom line outlook,” said Erica Gessert, CFO of Upwork Inc. “As our growth pillars continue to scale, we expect them to increasingly overshadow the cyclical and near-term factors currently impacting the business.”

First Quarter 2026 Financial Highlights
•GSV(1) was $987.1 million, approximately flat year-over-year
•Revenue grew 1% year-over-year to $195.5 million
•Active clients(1) of 784,000
•GSV per active client(1) of $5,138 increased 5% year-over-year
•GAAP Net income was $31.5 million, a decrease of 17% year-over-year
•GAAP Diluted earnings per share was $0.24, compared to diluted earnings per share of $0.27 in the first quarter of 2025
•Adjusted EBITDA(2) was $57.4 million, up 3% year-over-year
•Cash provided by operating activities was $23.0 million, compared to cash provided by operating activities of $37.0 million in the first quarter of 2025
•Free cash flow(2) was $12.9 million, compared to free cash flow of $30.8 million in the first quarter of 2025
•Share repurchase program returned $107.9 million to shareholders in the first quarter of 2026 with the repurchase of 8.1 million shares. On February 18, 2026, the Company announced a new $300 million repurchase authorization. As of March 31, 2026, the Company had $256.1 million in remaining authorization in its repurchase program.
First Quarter 2026 and Recent Operational Highlights
Building the World’s Human and AI-Powered Work Marketplace
•Brought the global Upwork Marketplace to ChatGPT via an Upwork app that enables businesses to describe their project needs, discover relevant talent, and draft job posts directly in ChatGPT, so they can find experts faster, right where they’re starting work.
•Upwork Updates Spring 2026 featured a number of AI-powered innovations driven by Uma™, Upwork’s AI work agent, focused on helping small and medium-sized businesses (SMB) more efficiently find, hire, and work with independent talent.
•Launched a redesigned, AI-native homepage and platform experience that simplifies navigation and surfaces in-demand skills, making it easier for customers to discover relevant talent and opportunities.
Growing AI Work on the Marketplace
•GSV from AI-related work increased more than 40% year-over-year in Q1 2026.
•GSV from AI Integration & Automation, the largest AI-related work sub-category, grew more than 50% year-over-year in Q1 2026.
Winning Bigger with SMB
•Q1 2026 GSV from Upwork Business Plus offering for SMB increased 34% quarter-over-quarter.
•Q1 2026 Business Plus active clients grew 35% quarter-over-quarter.
•39% of active clients on Business Plus in Q1 2026 were net-new customers to Upwork.
Unlocking the Enterprise Opportunity
•Achieved technology and operations integration milestones that position Lifted to begin migrating its first wave of enterprise customers onto its new platform by the end of June.
•Go-to-market drove significant sales pipeline expansion with new and existing enterprise clients.
Revolving Credit Facility Update
Upwork is announcing today that it has secured a commitment letter to add a revolving credit facility in the aggregate principal amount of $150 million. The Company expects to finalize the credit agreement in the coming weeks.
Restructuring Plan
Today, Upwork is also announcing a restructuring plan that includes a reduction of the Company’s total workforce by approximately 24%. Upwork is taking these actions to build a more efficient operating model and position the Company for profitable growth as the nature of work evolves. The Company expects execution of the restructuring plan to be substantially complete in the fourth quarter of 2026.
In connection with these actions, the Company estimates that it will incur approximately $16 million to $23 million in pre-tax restructuring charges to its GAAP financial results, consisting primarily of severance and other one-time termination costs for the Company’s impacted workforce. Upwork expects most of these charges to be cash expenditures and to be recognized over the next two to three quarters, with the majority of these charges being recognized in the second quarter of 2026.
A message to Upwork employees from Hayden Brown, president and CEO, regarding today’s announcement is available on Upwork’s press page at https://www.upwork.com/press/releases.

Financial Guidance & Outlook
Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the second quarter of 2026 is:
•Revenue: $187 million to $193 million
•Adjusted EBITDA: $56 million to $59 million
•Diluted weighted-average shares outstanding: 130 million to 133 million
•Non-GAAP diluted EPS: $0.35 to $0.37
Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for full year 2026 is:
•Revenue: $760 million to $790 million
•Adjusted EBITDA: $250 million to $260 million
•Diluted weighted-average shares outstanding: 132 million to 135 million
•Non-GAAP diluted EPS: $1.50 to $1.55


UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
Three Months Ended March 31,
20262025Change
GSV(1)
$987,110 $987,712 (0.1)%
Marketplace revenue(1)
$170,705 $166,293 3 %
Enterprise revenue(1)
$24,778 $26,413 (6)%
Gross profit$150,842 $150,900 — %
Gross profit margin77 %78 %-114 bps
Operating expenses$118,124 $112,210 5 %
Net income$31,461 $37,730 (17)%
Adjusted EBITDA(2)
$57,426 $56,011 3 %
Profit margin
16 %20 %-349 bps
Adjusted EBITDA margin(2)
29 %29 %31 bps
Cash provided by operating activities$23,019 $36,965 (38)%
Free cash flow(2)
$12,905 $30,790 (58)%
As of March 31,
(In thousands)20262025% Change
Active clients(1)
784 812 (3)%

(1) See Key Definitions in our first quarter 2026 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.


First Quarter 2026 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 first quarter 2026 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 first quarter 2026 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 second 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 expectations regarding financing activities, our plans with respect to share repurchases, the expected impact and timing of cost-saving initiatives, the expected impact and timing of strategic initiatives, including the migration of customers to Lifted, our enterprise-focused subsidiary, 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 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026, 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 Quarterly Report on Form 10-Q for the three months ended March 31, 2026, when filed.
Upwork, Lifted, UmaTM, 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)

Three Months Ended
March 31,
20262025
Revenue
Marketplace
$170,705 $166,293 
Enterprise
24,778 26,413 
Total revenue195,483 192,706 
Cost of revenue44,641 41,806 
Gross profit150,842 150,900 
Operating expenses
Research and development43,307 46,152 
Sales and marketing37,437 35,751 
General and administrative35,158 28,048 
Provision for transaction losses2,222 2,259 
Total operating expenses118,124 112,210 
Income from operations32,718 38,690 
Other income, net4,992 6,317 
Income before income taxes37,710 45,007 
Income tax provision(6,249)(7,277)
Net income$31,461 $37,730 
Net income per share:
Basic$0.25 $0.28 
Diluted$0.24 $0.27 
Weighted-average shares used to compute net income per share:
Basic128,116 135,208 
Diluted135,656 142,777 



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

March 31, 2026December 31, 2025
ASSETS
Current assets
Cash and cash equivalents$328,400 $294,356 
Marketable securities251,334 378,425 
Funds held in escrow, including funds in transit203,685 180,752 
Trade and client receivables, net75,911 76,236 
Prepaid expenses and other current assets23,971 21,064 
Total current assets883,301 950,833 
Property and equipment, net49,278 44,421 
Goodwill149,192 149,192 
Intangible assets, net34,231 37,161 
Operating lease asset12,656 5,011 
Deferred tax asset111,402 111,495 
Other assets, noncurrent1,892 1,467 
Total assets$1,241,952 $1,299,580 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$11,092 $7,858 
Escrow funds payable203,685 180,752 
Debt, current360,231 359,770 
Accrued expenses and other current liabilities63,994 94,023 
Deferred revenue8,199 7,765 
Total current liabilities647,201 650,168 
Operating lease liability, noncurrent15,197 9,707 
Other liabilities, noncurrent9,927 9,390 
Total liabilities672,325 669,265 
Stockholders’ equity
Common stock12 13 
Additional paid-in capital501,066 592,599 
Accumulated and other comprehensive income139 754 
Retained earnings68,410 36,949 
Total stockholders’ equity569,627 630,315 
Total liabilities and stockholders’ equity$1,241,952 $1,299,580 



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

Three Months Ended March 31,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$31,461 $37,730 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for transaction losses1,946 2,066 
Depreciation and amortization9,099 4,861 
Amortization of debt issuance costs460 460 
Accretion of discount on purchases of marketable securities, net(1,850)(1,943)
Amortization of operating lease asset397 202 
Tides Foundation common stock warrant expense188 188 
Stock-based compensation expense15,421 12,272 
Deferred taxes93 — 
Changes in operating assets and liabilities:
Trade and client receivables(784)(3,535)
Prepaid expenses and other assets(3,480)(3,298)
Operating lease liability(25)830 
Accounts payable3,124 (1,987)
Accrued expenses and other liabilities(33,466)(11,108)
Deferred revenue435 227 
Net cash provided by operating activities23,019 36,965 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities— (50,708)
Proceeds from maturities of marketable securities128,326 51,380 
Proceeds from sale of marketable securities— 280 
Purchases of property and equipment(1,723)(2,472)
Internal-use software and platform development costs(8,391)(3,703)
Net cash provided by (used in) investing activities118,212 (5,223)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in escrow funds payable, net 23,554 19,258 
Proceeds from exercises of stock options and common stock warrants83 652 
Repurchase of common stock(107,891)(33,054)
Net cash used in financing activities(84,254)(13,144)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH56,977 18,598 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period478,908 505,593 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period$535,885 $524,191 

The following table reconciles cash, cash equivalents, and restricted cash as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of the following (in thousands):
March 31, 2026December 31, 2025
Cash and cash equivalents$328,400 $294,356 
Restricted cash3,800 3,800 
Funds held in escrow, including funds in transit203,685 180,752 
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$535,885 $478,908 




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 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. Free cash flow is defined 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 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 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 second 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 March 31,
20262025
Net income$31,461 $37,730 
Add back (deduct):
Stock-based compensation expense15,421 12,272 
Depreciation and amortization9,099 4,861 
Other income, net
(4,992)(6,317)
Income tax provision6,249 7,277 
Other (1)
188 188 
Adjusted EBITDA$57,426 $56,011 
Profit margin16 %20 %
Adjusted EBITDA margin29 %29 %
Cost of revenue, GAAP$44,641 $41,806 
Stock-based compensation expense(162)(187)
Cost of revenue, Non-GAAP44,479 41,619 
As a percentage of total revenue, GAAP23 %22 %
As a percentage of total revenue, Non-GAAP23 %22 %
Gross profit, GAAP$150,842 $150,900 
Stock-based compensation expense162 187 
Gross profit, Non-GAAP151,004 151,087 
Gross margin, GAAP77 %78 %
Gross margin, Non-GAAP77 %78 %
Research and development, GAAP$43,307 $46,152 
Stock-based compensation expense(4,805)(5,812)
Intangible amortization(2,930)(1,315)
Research and development, Non-GAAP35,572 39,025 
As a percentage of total revenue, GAAP22 %24 %
As a percentage of total revenue, Non-GAAP18 %20 %
Sales and marketing, GAAP$37,437 $35,751 
Stock-based compensation expense(1,420)(1,501)
Intangible amortization
— (500)
Sales and marketing, Non-GAAP36,017 33,750 
As a percentage of total revenue, GAAP19 %19 %
As a percentage of total revenue, Non-GAAP18 %18 %
General and administrative, GAAP$35,158 $28,048 
Stock-based compensation expense(9,034)(4,772)
Other (1)
(188)(188)
General and administrative, Non-GAAP25,936 23,088 
As a percentage of total revenue, GAAP18 %15 %
As a percentage of total revenue, Non-GAAP13 %12 %
Total operating expenses, GAAP$118,124 $112,210 
Stock-based compensation expense(15,259)(12,085)
Intangible amortization(2,930)(1,815)
Other (1)
(188)(188)
Total operating expenses, Non-GAAP99,747 98,122 
As a percentage of total revenue, GAAP60 %58 %
As a percentage of total revenue, Non-GAAP51 %51 %
Income from operations, GAAP$32,718 $38,690 
Stock-based compensation expense15,421 12,272 
Intangible amortization2,930 1,815 
Other (1)
188 188 
Income from operations, Non-GAAP51,257 52,965 
Net income, GAAP$31,461 $37,730 
Stock-based compensation expense15,421 12,272 
Intangible amortization2,930 1,815 
Tax effect of non-GAAP adjustments(2,695)(3,631)
Other (1)
188 188 
Net income, Non-GAAP47,305 48,374 
Weighted-average shares outstanding used in computing earnings per share, GAAP
Basic (in millions)128.1 135.2 
Diluted (in millions)135.7 142.8 
Basic earnings per share, GAAP$0.25 $0.28 
Diluted earnings per share, GAAP$0.24 $0.27 
Weighted-average shares outstanding used in computing earnings per share, Non-GAAP
Basic (in millions)128.1 135.2 
Diluted (in millions)135.7 142.8 
Basic earnings per share, Non-GAAP$0.37 $0.36 
Diluted earnings per share, Non-GAAP$0.35 $0.34 
(1) During the three months ended March 31, 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.


UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)
Three Months Ended March 31,
20262025
Cash provided by operating activities$23,019 $36,965 
Less: purchases of property, plant & equipment and cash outflows from internally developed software(10,114)(6,175)
Free cash flow$12,905 $30,790