Upwork Reports Third Quarter 2025 Financial Results

Achieves record quarterly revenue of $201.7 million in Q3 2025

Generates GAAP net income ofย $29.3 million and record adjusted EBITDA of $59.6 million, resulting in 15% profit margin and all-time high 30% adjusted EBITDA margin

Raises FY2025 revenue and adjusted EBITDA guidance

PALO ALTO, Calif., Nov. 03, 2025 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the worldโ€™s human and AI-powered work marketplace, today announced its financial results for the third quarter of 2025.

โ€œThe third quarter marked the start of the next chapter for Upwork. As we build the worldโ€™s human and AI-powered work marketplace, weโ€™re driving phenomenal user productivity and engagement, resulting in a return to positive GSV growth,โ€ said Hayden Brown, president and CEO, Upwork Inc. โ€œWe are executing with speed and precision across our growth levers of AI, SMB, and Enterprise, and are now on the path to sustained, multi-year growth.โ€

โ€œOur third quarter was exceptional, with record performance. We crossed the $200 million revenue milestone, with net income of $29.3 million and 15% profit margin, and our adjusted EBITDA hit an all-time high of $59.6 million, at a record 30% adjusted EBITDA margin,โ€ said Erica Gessert, CFO, Upwork Inc. โ€œOur strong and growing free cash flow yield also enabled us to announce another $100 million share repurchase authorization in early September. On the back of such positive momentum, we have once again raised our full-year guidance for both revenue and adjusted EBITDA. We have proven our ability to meaningfully expand margins while accelerating topline growth, reinforcing our confidence in achieving our long-term 35% adjusted EBITDA margin target.โ€

Third Quarter 2025 Financial Highlights

  • GSV(1) grew 2% year-over-year
  • Revenue grew 4% year-over-year to $201.7 million
  • Active clients(1) of 794,000
  • GSV per active client(1) of $5,036 increased 5% year-over-year
  • Net income was $29.3 million, up 6% year-over-year
  • Diluted earnings per share was $0.21, compared to diluted earnings per share of $0.20 in the third quarter of 2024
  • Adjusted EBITDA(2) was $59.6 million, up 38% year-over-year
  • Cash provided by operating activities(3) was $75.1 million, compared to cash provided by operating activities of $61.0 million in the third quarter of 2024
  • Free cash flow(2)(3) was $69.4 million, compared to free cash flow of $56.8 million in the third quarter of 2024

Third Quarter Operational Highlights

Building the Worldโ€™s Human and AI-Powered Work Marketplace

  • Umaโ„ข, Upworkโ€™s Mindful AI, continued to evolve into an always-on work agent, further increasing customer engagement and productivity.
    • Scaled Umaโ€™s capabilities across the customer journey with additional premium features like AI interviews, recruiting, and collaborative hiring capabilities for teams.
    • Uma Proposal Writer provided a 15% uplift in Uma-generated proposals.
    • Launched agentic talent sourcing solution for Business Plus clients, reducing the median time to receive a high-quality talent shortlist for their jobs by more than 75%.

Growing AI Work on the Marketplace

  • GSV from AI-related work accelerated to 53% year-over-year growth in Q3 2025, compared to 30% year-over-year growth in Q2 2025.
    • GSV from Generative AI work grew 65% year-over-year in Q3 2025.
    • GSV from Prompt Engineering grew 71% year-over-year and increased 23% quarter-over-quarter in Q3 2025.
  • The number of clients engaging in AI-related projects grew 45% year-over-year in Q3 2025.

Winning Bigger with SMBs

  • GSV from Upwork Business Plus offering for SMBs increased 33% quarter-over-quarter.
  • Business Plus active clients increased 36% quarter-over-quarter, with 36% of active clients on Business Plus in Q3 being net-new customers to Upwork.

Generating New Value through Ads & Monetization Strategies

  • Revenue from Ads & Monetization grew 19% year-over-year in Q3 2025.
    • Connects revenue increased 18% year-over-year in Q3 2025.
    • Freelancer Plus subscription revenue grew 24% year-over-year in Q3 2025.

Unlocking the Enterprise Opportunity

  • Launched Lifted, Upworkโ€™s new enterprise-focused subsidiary, creating a unique offering of full-stack, end-to-end contingent work solutions for large enterprises following Liftedโ€™s acquisitions of Bubty and Ascen.
  • Rapidly integrating acquired companies and products, in anticipation of onboarding first customers onto the new Lifted platform by early 2026.

Financial Guidance & Outlook

Upworkโ€™s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the fourth quarter of 2025 is:

  • Revenue: $193 million to $198 million
  • Adjusted EBITDA: $49 million to $52 million
  • Diluted weighted-average shares outstanding: 138 million to 140 million
  • Non-GAAP diluted EPS: $0.31 to $0.33

Upworkโ€™s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, non-GAAP diluted EPS, and stock-based compensation expense for full year 2025 is:

  • Revenue: $782 million to $787 million
  • Adjusted EBITDA: $222 million to $225 million
  • Diluted weighted-average shares outstanding: 140 million to 142 million
  • Non-GAAP diluted EPS: $1.35 to $1.37
  • Stock-based compensation expense: Approximately $65 million
ย 
UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
ย 
ย Three Months Ended September 30,ย ย ย Nine Months Ended September 30,ย ย 
ย ย 2025ย ย ย 2024ย ย Changeย ย 2025ย ย ย 2024ย ย Change
GSV(1)$1,017,680ย ย $998,268ย ย 1.9%ย $3,008,054ย ย $3,015,331ย ย (0.2)%ย 
Marketplace revenue(1)$174,572ย ย $167,337ย ย 4%ย $511,525ย ย $498,453ย ย 3%
Enterprise revenue(1)$27,158ย ย $26,439ย ย 3%ย $77,850ย ย $79,389ย ย (2)%
Gross profit$155,887ย ย $150,368ย ย 4%ย $458,294ย ย $446,389ย ย 3%
Gross profit marginย 77%ย ย 78%ย -32 bpsย ย ย 78%ย ย 77%ย 51 bpsย 
Operating expenses$126,129ย ย $129,575ย ย (3)%ย $357,281ย ย $394,766ย ย (9)%
Net income$29,335ย ย $27,758ย ย 6%ย $99,791ย ย $68,420ย ย 46%
Adjusted EBITDA(2)$59,627ย ย $43,227ย ย 38%ย $172,699ย ย $117,387ย ย 47%
Profit marginย 15%ย ย 14%ย 22 bpsย ย ย 17%ย ย 12%ย 509 bpsย 
Adjusted EBITDA margin(2)ย 30%ย ย 22%ย 725 bpsย ย ย 29%ย ย 20%ย 899 bpsย 
Cash provided by operating activities(3)$75,079ย ย $60,964ย ย 23%ย $184,558ย ย $114,981ย ย 61%
Free cash flow(2)(3)$69,431ย ย $56,797ย ย 22%ย $165,847ย ย $104,402ย ย 59%
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 


ย As of September 30,
ย ย 
(In thousands)2025
ย 2024
ย % Change
Active clients(1)794ย ย 855ย ย (7)%
ย ย ย ย ย ย ย ย ย 

(1) See Key Definitions in our third quarter 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 โ€œNon-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

(3) We elected to change the presentation of certain cash flows on our Consolidated Statement of Cash Flow, reclassifying the change in Trade and client receivables, related to amounts received on behalf of talent to fund their escrow account, from operating activities to financing activities. Prior period comparative amounts have been recast to conform to the current period presentation.

Third Quarter 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 companyโ€™s third quarter 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 Upworkโ€™s third quarter 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 Brownโ€™s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessertโ€™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.โ€™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 โ€œCompany,โ€ โ€œwe,โ€ โ€œus,โ€ or โ€œourโ€) contains โ€œforward-lookingโ€ 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 fourth quarter and full year 2025, information or predictions concerning the future of our business or strategy, 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, the Companyโ€™s enterprise-focused subsidiary, and its acquisitions of Bubty B.V., which we refer to as Bubty, and Ascen Inc., which we refer to as 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 rely on such forward-looking statements. We make no representation that the projected results will be achieved or that future events and circumstances will occur, and actual results 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 June 30, 2025, filed with the SEC on August 6, 2025, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SECโ€™s website at www.sec.gov. Additional information will also be set forth under the caption โ€œRisk Factorsโ€ in our Quarterly Report on Form 10-Q for the three months ended Septemberย 30, 2025, when filed.

Upwork, โ€œUmaโ„ข, Upworkโ€™s Mindful AI,โ€ Lifted 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 presentation 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)
ย 
ย Three Months Ended
September 30,
ย Nine Months Ended
September 30,
ย ย 2025ย ย ย 2024ย ย ย 2025ย ย ย 2024ย 
Revenueย ย ย ย ย ย ย 
Marketplace$174,572ย ย $167,337ย ย $511,525ย ย $498,453ย 
Enterpriseย 27,158ย ย ย 26,439ย ย ย 77,850ย ย ย 79,389ย 
Total revenueย 201,730ย ย ย 193,776ย ย ย 589,375ย ย ย 577,842ย 
Cost of revenueย 45,843ย ย ย 43,408ย ย ย 131,081ย ย ย 131,453ย 
Gross profitย 155,887ย ย ย 150,368ย ย ย 458,294ย ย ย 446,389ย 
Operating expensesย ย ย ย ย ย ย 
Research and developmentย 47,494ย ย ย 50,411ย ย ย 138,489ย ย ย 155,792ย 
Sales and marketingย 34,985ย ย ย 46,093ย ย ย 107,407ย ย ย 141,277ย 
General and administrativeย 41,257ย ย ย 31,276ย ย ย 104,964ย ย ย 93,201ย 
Provision for transaction lossesย 2,393ย ย ย 1,795ย ย ย 6,421ย ย ย 4,496ย 
Total operating expensesย 126,129ย ย ย 129,575ย ย ย 357,281ย ย ย 394,766ย 
Income from operationsย 29,758ย ย ย 20,793ย ย ย 101,013ย ย ย 51,623ย 
Other income, netย 5,917ย ย ย 8,091ย ย ย 18,112ย ย ย 20,433ย 
Income before income taxesย 35,675ย ย ย 28,884ย ย ย 119,125ย ย ย 72,056ย 
Income tax provisionย (6,340)ย ย (1,126)ย ย (19,334)ย ย (3,636)
Net income$29,335ย ย $27,758ย ย $99,791ย ย $68,420ย 
ย ย ย ย ย ย ย ย 
Net income per share:ย ย ย ย ย ย ย 
Basic$0.22ย ย $0.21ย ย $0.75ย ย $0.51ย 
Diluted$0.21ย ย $0.20ย ย $0.72ย ย $0.50ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares used to compute net income per share:ย ย ย ย ย ย ย 
Basicย 131,987ย ย ย 132,603ย ย ย 133,114ย ย ย 133,404ย 
Dilutedย 139,666ย ย ย 139,294ย ย ย 140,910ย ย ย 140,552ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 


UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
ย 
ย September 30, 2025
ย December 31, 2024
ASSETSย ย ย ย 
Current assetsย ย ย ย 
Cash and cash equivalents$260,838ย ย $305,757ย 
Marketable securitiesย 382,259ย ย ย 316,344ย 
Funds held in escrow, including funds in transitย 211,373ย ย ย 195,736ย 
Trade and client receivables, netย 76,433ย ย ย 75,490ย 
Prepaid expenses and other current assetsย 18,048ย ย ย 17,727ย 
Total current assetsย 948,951ย ย ย 911,054ย 
Property and equipment, netย 40,373ย ย ย 30,056ย 
Goodwillย 150,471ย ย ย 121,064ย 
Intangible assets, netย 39,656ย ย ย 12,989ย 
Operating lease assetย 5,188ย ย ย 5,752ย 
Deferred tax assetย 125,065ย ย ย 128,779ย 
Other assets, noncurrentย 1,505ย ย ย 1,919ย 
Total assets$1,311,209ย ย $1,211,613ย 
ย ย ย ย ย 
LIABILITIES AND STOCKHOLDERSโ€™ EQUITYย ย ย ย 
Current liabilitiesย ย ย ย 
Accounts payable$8,514ย ย $6,128ย 
Escrow funds payableย 211,373ย ย ย 195,736ย 
Debt, currentย 359,310ย ย ย โ€”ย 
Accrued expenses and other current liabilitiesย 73,336ย ย ย 59,300ย 
Deferred revenueย 7,943ย ย ย 7,269ย 
Total current liabilitiesย 660,476ย ย ย 268,433ย 
Debt, noncurrentย โ€”ย ย ย 357,928ย 
Operating lease liability, noncurrentย 10,131ย ย ย 9,567ย 
Other liabilities, noncurrentย 12,476ย ย ย 308ย 
Total liabilitiesย 683,083ย ย ย 636,236ย 
ย ย ย ย ย 
Stockholdersโ€™ equityย ย ย ย 
Common stockย 13ย ย ย 14ย 
Additional paid-in capitalย 605,931ย ย ย 653,575ย 
Accumulated and other comprehensive incomeย 867ย ย ย 264ย 
Accumulated deficitย 21,315ย ย ย (78,476)
Total stockholdersโ€™ equityย 628,126ย ย ย 575,377ย 
Total liabilities and stockholdersโ€™ equity$1,311,209ย ย $1,211,613ย 
ย ย ย ย ย ย ย ย 


UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
ย 
ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย ย 2025ย ย ย 2024ย ย ย 2025ย ย ย 2024ย 
CASH FLOWS FROM OPERATING ACTIVITIES:ย ย ย ย ย ย ย 
Net income$29,335ย ย $27,758ย ย $99,791ย ย $68,420ย 
Adjustments to reconcile net income to net cash provided by operating activities:ย ย ย ย ย ย ย 
Provision for transaction lossesย 2,113ย ย ย 1,100ย ย ย 5,707ย ย ย 3,533ย 
Depreciation and amortizationย 7,946ย ย ย 3,668ย ย ย 18,686ย ย ย 10,443ย 
Amortization of debt issuance costsย 460ย ย ย 460ย ย ย 1,381ย ย ย 1,381ย 
Accretion of discount on purchases of marketable securities, netย (2,195)ย ย (2,272)ย ย (5,699)ย ย (10,431)
Amortization of operating lease assetย 179ย ย ย 722ย ย ย 564ย ย ย 2,428ย 
Tides Foundation common stock warrant expenseย 188ย ย ย 188ย ย ย 563ย ย ย 563ย 
Stock-based compensation expenseย 19,789ย ย ย 18,578ย ย ย 48,038ย ย ย 54,758ย 
Deferred taxesย (2,463)ย ย โ€”ย ย ย (399)ย ย โ€”ย 
Changes in operating assets and liabilities:ย ย ย ย ย ย ย 
Trade and client receivables(1)ย (2,014)ย ย 4,851ย ย ย (1,654)ย ย (236)
Prepaid expenses and other assetsย 3,378ย ย ย 2,665ย ย ย 40ย ย ย (2,468)
Operating lease liabilityย (208)ย ย (1,086)ย ย 600ย ย ย (4,215)
Accounts payableย 4,571ย ย ย (160)ย ย (504)ย ย 541ย 
Accrued expenses and other liabilitiesย 13,866ย ย ย 6,480ย ย ย 16,777ย ย ย (367)
Deferred revenueย 134ย ย ย (1,988)ย ย 667ย ย ย (9,369)
Net cash provided by operating activitiesย 75,079ย ย ย 60,964ย ย ย 184,558ย ย ย 114,981ย 
CASH FLOWS FROM INVESTING ACTIVITIES:ย ย ย ย ย ย ย 
Purchases of marketable securitiesย (106,791)ย ย (40,205)ย ย (365,939)ย ย (234,504)
Proceeds from maturities of marketable securitiesย 70,314ย ย ย 43,423ย ย ย 302,725ย ย ย 365,269ย 
Proceeds from sale of marketable securitiesย 64ย ย ย 3,027ย ย ย 3,601ย ย ย 38,421ย 
Acquisition of business, net of cash acquiredย (39,436)ย ย โ€”ย ย ย (59,846)ย ย โ€”ย 
Purchases of property and equipmentย (482)ย ย (1,204)ย ย (5,335)ย ย (1,979)
Internal-use software and platform development costsย (5,166)ย ย (2,963)ย ย (13,376)ย ย (8,600)
Net cash (used in) provided by investing activitiesย (81,497)ย ย 2,078ย ย ย (138,170)ย ย 158,607ย 
CASH FLOWS FROM FINANCING ACTIVITIES:ย ย ย ย ย ย ย 
Change in escrow funds payable, net(1)ย 6,451ย ย ย 36,810ย ย ย 23,025ย ย ย 32,008ย 
Proceeds from exercises of stock options and common stock warrantsย 76ย ย ย 1,165ย ย ย 729ย ย ย 1,935ย 
Proceeds from employee stock purchase planย โ€”ย ย ย โ€”ย ย ย 2,199ย ย ย 2,917ย 
Repurchase of common stockย (31,001)ย ย โ€”ย ย ย (101,923)ย ย (100,000)
Net cash (used in) provided by financing activitiesย (24,474)ย ย 37,975ย ย ย (75,970)ย ย (63,140)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASHย (30,892)ย ย 101,017ย ย ย (29,582)ย ย 210,448ย 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASHโ€”beginning of periodย 506,903ย ย ย 405,849ย ย ย 505,593ย ย ย 296,418ย 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASHโ€”end of period$476,011ย ย $506,866ย ย $476,011ย ย $506,866ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

(1) We elected to change the presentation of certain cash flows on our Consolidated Statement of Cash Flow, reclassifying the change in Trade and client receivables, related to amounts received on behalf of talent to fund their escrow account, from operating activities to financing activities. Prior period comparative amounts have been recast to conform to the current period presentation.

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):

ย September 30, 2025
ย December 31, 2024
Cash and cash equivalents$260,838ย ย $305,757ย 
Restricted cashย 3,800ย ย ย 4,100ย 
Funds held in escrow, including funds in transitย 211,373ย ย ย 195,736ย 
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$476,011ย ย $505,593ย 
ย ย ย ย ย ย ย ย 

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 (โ€œGAAPโ€), 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 companyโ€™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 fourth quarter of 2025 and fiscal year 2025 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)
ย 
ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย ย 2025ย ย ย 2024ย ย ย 2025ย ย ย 2024ย 
Net income$29,335ย ย $27,758ย ย $99,791ย ย $68,420ย 
Add back (deduct):ย ย ย ย ย ย ย 
Stock-based compensation expenseย 19,789ย ย ย 18,578ย ย ย 48,038ย ย ย 54,758ย 
Depreciation and amortizationย 7,946ย ย ย 3,668ย ย ย 18,686ย ย ย 10,443ย 
Other income, netย (5,917)ย ย (8,091)ย ย (18,112)ย ย (20,433)
Income tax provisionย 6,340ย ย ย 1,126ย ย ย 19,334ย ย ย 3,636ย 
Other(1) (2)ย 2,134ย ย ย 188ย ย ย 4,962ย ย ย 563ย 
Adjusted EBITDA$59,627ย ย $43,227ย ย $172,699ย ย $117,387ย 
Profit marginย 15%ย ย 14%ย ย 17%ย ย 12%
Adjusted EBITDA marginย 30%ย ย 22%ย ย 29%ย ย 20%
ย ย ย ย ย ย ย ย 
Cost of revenue, GAAP$45,843ย ย $43,408ย ย $131,081ย ย $131,453ย 
Stock-based compensation expenseย (193)ย ย (361)ย ย (580)ย ย (1,324)
Cost of revenue, Non-GAAPย 45,650ย ย ย 43,047ย ย ย 130,501ย ย ย 130,129ย 
As a percentage of total revenue, GAAPย 23%ย ย 22%ย ย 22%ย ย 23%
As a percentage of total revenue, Non-GAAPย 23%ย ย 22%ย ย 22%ย ย 23%
ย ย ย ย ย ย ย ย 
Gross profit, GAAP$155,887ย ย $150,368ย ย $458,294ย ย $446,389ย 
Stock-based compensation expenseย 193ย ย ย 361ย ย ย 580ย ย ย 1,324ย 
Gross profit, Non-GAAPย 156,080ย ย ย 150,729ย ย ย 458,874ย ย ย 447,713ย 
Gross margin, GAAPย 77%ย ย 78%ย ย 78%ย ย 77%
Gross margin, Non-GAAPย 77%ย ย 78%ย ย 78%ย ย 77%
ย ย ย ย ย ย ย ย 
Research and development, GAAP$47,494ย ย $50,411ย ย $138,489ย ย $155,792ย 
Stock-based compensation expenseย (6,101)ย ย (8,053)ย ย (17,528)ย ย (23,529)
Intangible amortizationย (3,067)ย ย (398)ย ย (5,697)ย ย (1,196)
Research and development, Non-GAAPย 38,326ย ย ย 41,960ย ย ย 115,264ย ย ย 131,067ย 
As a percentage of total revenue, GAAPย 24%ย ย 26%ย ย 23%ย ย 27%
As a percentage of total revenue, Non-GAAPย 19%ย ย 22%ย ย 20%ย ย 23%
ย ย ย ย ย ย ย ย 
Sales and marketing, GAAP$34,985ย ย $46,093ย ย $107,407ย ย $141,277ย 
Stock-based compensation expenseย (1,615)ย ย (3,225)ย ย (4,790)ย ย (9,554)
Intangible amortizationย (403)ย ย โ€”ย ย ย (1,236)ย ย โ€”ย 
Sales and marketing, Non-GAAPย 32,967ย ย ย 42,868ย ย ย 101,381ย ย ย 131,723ย 
As a percentage of total revenue, GAAPย 17%ย ย 24%ย ย 18%ย ย 24%
As a percentage of total revenue, Non-GAAPย 16%ย ย 22%ย ย 17%ย ย 23%
ย ย ย ย ย ย ย ย 
General and administrative, GAAP$41,257ย ย $31,276ย ย $104,964ย ย $93,201ย 
Stock-based compensation expenseย (11,880)ย ย (6,939)ย ย (25,140)ย ย (20,351)
Other(1) (2)ย (2,134)ย ย (188)ย ย (4,962)ย ย (563)
General and administrative, Non-GAAPย 27,243ย ย ย 24,149ย ย ย 74,862ย ย ย 72,287ย 
As a percentage of total revenue, GAAPย 20%ย ย 16%ย ย 18%ย ย 16%
As a percentage of total revenue, Non-GAAPย 14%ย ย 12%ย ย 13%ย ย 13%
ย ย ย ย ย ย ย ย 
Total operating expenses, GAAP$126,129ย ย $129,575ย ย $357,281ย ย $394,766ย 
Stock-based compensation expenseย (19,596)ย ย (18,217)ย ย (47,458)ย ย (53,434)
Intangible amortizationย (3,470)ย ย (398)ย ย (6,933)ย ย (1,196)
Other(1) (2)ย (2,134)ย ย (188)ย ย (4,962)ย ย (563)
Total operating expenses, Non-GAAPย 100,929ย ย ย 110,772ย ย ย 297,928ย ย ย 339,573ย 
As a percentage of total revenue, GAAPย 63%ย ย 67%ย ย 61%ย ย 68%
As a percentage of total revenue, Non-GAAPย 50%ย ย 57%ย ย 51%ย ย 59%
ย ย ย ย ย ย ย ย 
Income from operations, GAAP$29,758ย ย $20,793ย ย $101,013ย ย $51,623ย 
Stock-based compensation expenseย 19,789ย ย ย 18,578ย ย ย 48,038ย ย ย 54,758ย 
Intangible amortizationย 3,470ย ย ย 398ย ย ย 6,933ย ย ย 1,196ย 
Other(1) (2)ย 2,134ย ย ย 188ย ย ย 4,962ย ย ย 563ย 
Income from operations, Non-GAAPย 55,151ย ย ย 39,957ย ย ย 160,946ย ย ย 108,140ย 
ย ย ย ย ย ย ย ย 
Net income, GAAP$29,335ย ย $27,758ย ย $99,791ย ย $68,420ย 
Stock-based compensation expenseย 19,789ย ย ย 18,578ย ย ย 48,038ย ย ย 54,758ย 
Intangible amortizationย 3,470ย ย ย 398ย ย ย 6,933ย ย ย 1,196ย 
Tax effect of non-GAAP adjustmentsย (4,897)ย ย (7,762)ย ย (13,613)ย ย (20,150)
Other(1) (2)ย 2,134ย ย ย 188ย ย ย 4,962ย ย ย 563ย 
Net income, Non-GAAPย 49,831ย ย ย 39,160ย ย ย 146,111ย ย ย 104,787ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings per share, GAAP
Basic (in millions)ย 132.0ย ย ย 132.6ย ย ย 133.1ย ย ย 133.4ย 
Diluted (in millions)ย 139.7ย ย ย 139.3ย ย ย 140.9ย ย ย 140.6ย 
Basic earnings per share, GAAP$0.22ย ย $0.21ย ย $0.75ย ย $0.51ย 
Diluted earnings per share, GAAP$0.21ย ย $0.20ย ย $0.72ย ย $0.50ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings per share, Non-GAAP
Basic (in millions)ย 132.0ย ย ย 132.6ย ย ย 133.1ย ย ย 133.4ย 
Diluted (in millions)ย 139.7ย ย ย 139.3ย ย ย 140.9ย ย ย 140.6ย 
Basic earnings per share, Non-GAAP$0.38ย ย $0.30ย ย $1.10ย ย $0.79ย 
Diluted earnings per share, Non-GAAP$0.36ย ย $0.29ย ย $1.05ย ย $0.76ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

(1) During the three and nine months ended Septemberย 30, 2025 and 2024, we incurred $0.2ย million and $0.6ย 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.

(2) During the three and nine months ended September 30, 2025, we incurred acquisition-related costs of $1.9 million and $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)
ย 
ย ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย ย ย 2025ย ย ย 2024ย ย ย 2025ย ย ย 2024ย 
Cash provided by operating activitiesย $75,079ย ย $60,964ย ย $184,558ย ย $114,981ย 
Less: purchases of property, plant & equipment and cash outflows from internally developed softwareย ย (5,648)ย ย (4,167)ย ย (18,711)ย ย (10,579)
Free cash flowย $69,431ย ย $56,797ย ย $165,847ย ย $104,402ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 



Primary Logo

Recent Quotes

View More
Symbol Price Change (%)
AMZN  244.10
-2.37 (-0.96%)
AAPL  259.88
-0.38 (-0.14%)
AMD  218.28
+10.59 (5.10%)
BAC  54.80
-0.39 (-0.72%)
GOOG  337.69
+4.96 (1.49%)
META  626.89
-15.08 (-2.35%)
MSFT  468.73
-8.45 (-1.77%)
NVDA  185.33
+0.39 (0.21%)
ORCL  202.13
-2.55 (-1.25%)
TSLA  450.31
+1.35 (0.30%)
Stock Quote API & Stock News API supplied by www.cloudquote.io
Quotes delayed at least 20 minutes.
By accessing this page, you agree to the Privacy Policy and Terms Of Service.

Gift this article