Upwork Reports Second Quarter 2025 Financial Results

Achieves record second quarter with revenue of $194.9 million
Generates GAAP net income of $32.7ย million and adjusted EBITDA of $57.1ย million, resulting in 17% profit margin and 29% adjusted EBITDA margin
Raises FY2025 revenue and adjusted EBITDA guidance
Acquires Bubty and agrees to acquire Ascen to serve large clients with full range of contingent workforce and staffing solutions, positioning Upwork to capitalize on $650 billion Enterprise TAM opportunity(1)

PALO ALTO, Calif., Aug. 06, 2025 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the worldโ€™s largest human and AI-powered work marketplace, today announced its financial results for the second quarter of 2025.

โ€œUpwork delivered an exceptional second quarter, significantly outperforming across all key financial metrics. Our strong Marketplace performance was driven by AI features that delivered tremendous value to our full range of customers, from SMBs to large enterprises to talent,โ€ said Hayden Brown, president and CEO, Upwork. โ€œWith our two announced acquisitions, we have enhanced our full-stack offering giving enterprise clients access to a complete array of contingent workforce solutions fueled by Upworkโ€™s deep global talent pool. Weโ€™re harnessing these strategic levers to continue to lead the industry in this human and AI-powered era of work.โ€

โ€œOur record revenue of $194.9 million, net income of $32.7 million, and adjusted EBITDA of $57.1 millionโ€”representing a 16.8% profit margin and an all-time high 29.3% adjusted EBITDA marginโ€”came in well above our expectations for the second quarter,โ€ said Erica Gessert, CFO, Upwork. โ€œWith encouraging growth signals from key product and platform enhancements and continued rigorous cost discipline, we are raising our full-year guidance for both revenue and adjusted EBITDA. We have proven our ability to grow revenue while increasing profitability, and we reiterate our long-term 35% adjusted EBITDA margin target.โ€

Second Quarter 2025 Financial Highlights

  • Revenue grew 1% year-over-year to $194.9 million
  • Active clients(2) of 796,000
  • GSV per active client(2) of $5,002 increased 5% year-over-year and average hours per contract in Q2 were the highest ever, as projects on the platform increase in size and complexity
  • Net income was $32.7 million, up 47% year-over-year
  • Diluted earnings per share was $0.24, compared to diluted earnings per share of $0.17 in the second quarter of 2024
  • Adjusted EBITDA(3) was $57.1 million, up 40% year-over-year
  • Cash provided by operating activities(4) was $72.5 million, compared to cash provided by operating activities of $39.2 million in the second quarter of 2024
  • Free cash flow(3)(4) was $65.6 million, compared to free cash flow of $35.5 million in the second quarter of 2024

Second Quarter Operational Highlights

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

  • Upwork Updates, announced July 23, included major advancements to Umaโ„ข, Upworkโ€™s Mindful AI. As an AI work agent, Umaโ„ข now takes action on behalf of customers, accelerating hiring, collaboration, and work outcomes through new features like instant interviews, a reimagined job posting experience, Upwork Video Meetings, and Umaโ„ข-powered search.
  • Umaโ„ข adoption increased 24% quarter-over-quarter and recent feature launches are increasing value delivered to customers as well as spend:
    • Improved search and match capabilities drove GSV and revenue outperformance, lifting average spend per contract by 4% and increasing Connects revenue by 3% compared to prior feature set.
    • Umaโ„ข Proposal Writer improvements led to a 58% increase in freelancers utilizing Umaโ„ข to submit a proposal compared to the baseline experience.

Growing AI Work on the Marketplace

  • GSV from AI-related work accelerated to 30% year-over-year growth in Q2 2025, compared to 25% year-over-year growth in Q1 2025.
  • Clients are turning to Upwork to hire AI specialists across 365+ different skills, including AI Agents, AI Model Tuning & Integration, and Natural Language Processing. GSV in Prompt Engineering subcategory grew 51% year-over-year.
  • Average GSV per active client engaged in AI work is more than 3x larger than average GSV per active client across the Marketplace.

Unlocking the Enterprise Opportunity

  • Announced acquisition of Bubty and agreement to acquire Ascen through Upworkโ€™s new wholly-owned Enterprise subsidiary, enhancing offering of full-stack, end-to-end contingent work solutions for large enterprises:
    • Bubty is a purpose-built platform to help enterprises manage a broad range of contingent workforce models and contract types, from independent contractors to contingent W-2 workers.
    • Ascen is a digitally native solution for contingent W-2 workers with easy-to-integrate APIs.
  • Bubty and Ascen provide the foundation for the contingent talent industryโ€™s fully integrated, digitally native, country- and contract-agnostic solution providing clients with access to a full range of contingent workforce models (independent contractors, agency-of-record, employer-of-record, staff augmentation, statement of work, and outsourcing) sourced from Upworkโ€™s unparalleled talent pool, including over 250,000 AI experts globally.(5)

Generating New Value through Ads & Monetization Strategies

  • Continued strength in ads & monetization, with revenue increasing 17% year-over-year.
  • Freelancer Plus subscription revenue grew 13% year-over-year and Connects revenue grew 19% year-over-year.
  • GSV from Business Plusโ€“Upworkโ€™s offering gaining traction with larger clients in the SMB spaceโ€“increased 190% and active clients increased 45% quarter-over-quarter. New customers represented 35% of active Business Plus clients, demonstrating strong demand with the right value proposition and product fit.

Investing in AI Infrastructure

  • Accelerated investments in Upworkโ€™s internal AI infrastructure, such as embedded AI copilots and autonomous agents to drive productivity, streamline operations, and orchestrate cross-functional intelligence.
  • Ramped up usage of customer service AI agent Upwork Assist, expanding from chat to voice channels, with pilot program already reaching 80%+ adoption, empowering frontline teams to handle more complex inquiries with AI-augmented efficiency.
  • AI now contributes to over 35% of deployed engineering code. On the core Upwork Marketplace engineering team, fine-tuned LLM evaluation of match quality at scale reduced model iteration costs and cycle times by over 70% in Q2, accelerating ability to develop, optimize, and ship new product releases.

Financial Guidance & Outlook

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

  • Revenue: $190 million to $195 million
  • Adjusted EBITDA: $47 million to $51 million
  • Diluted weighted-average shares outstanding: 140 million to 141 million
  • Non-GAAP diluted EPS: $0.26 to $0.28

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: $765 million to $775 million
  • Adjusted EBITDA: $206 million to $214 million
  • Diluted weighted-average shares outstanding: 140 million to 142 million
  • Non-GAAP diluted EPS: $1.14 to $1.18
  • Stock-based compensation expense $60 million to $65 million
ย 
UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
ย ย ย ย ย ย ย ย 
ย Three Months Ended June 30,ย ย ย Six Months Ended June 30,ย ย 
ย 2025ย 2024ย Changeย 2025ย 2024ย Change
GSV(2)$1,002,650ย ย $1,008,267ย ย (0.6)%ย $1,990,363ย ย $2,017,063ย ย (1.3)%
Marketplace revenue(2)$170,660ย ย $166,786ย ย 2%ย $336,953ย ย $331,116ย ย 2%
Enterprise revenue(2)$24,279ย ย $26,343ย ย (8)%ย $50,692ย ย $52,950ย ย (4)%
Gross profit$151,507ย ย $149,277ย ย 1%ย $302,407ย ย $296,021ย ย 2%
Gross profit marginย 78%ย ย 77%ย 43 bpsย ย 78%ย ย 77%ย 94 bps
Operating expenses$118,942ย ย $131,496ย ย (10)%ย $231,152ย ย $265,191ย ย (13)%
Net income$32,726ย ย $22,220ย ย 47%ย $70,456ย ย $40,662ย ย 73%
Adjusted EBITDA(3)$57,061ย ย $40,835ย ย 40%ย $113,072ย ย $74,160ย ย 52%
Profit marginย 17%ย ย 12%ย 528 bpsย ย 18%ย ย 11%ย 759 bps
Adjusted EBITDA margin(3)ย 29%ย ย 21%ย 813 bpsย ย 29%ย ย 19%ย 986 bps
Cash provided by operating activities(4)$72,514ย ย $39,203ย ย 85%ย $109,479ย ย $54,017ย ย 103%
Free cash flow(3)(4)$65,626ย ย $35,456ย ย 85%ย $96,416ย ย $47,605ย ย 103%


ย As ofJune 30,ย ย ย 
(In thousands)2025
ย 2024
ย % Change
Active clients(2)796ย ย 868ย ย (8)%
ย ย ย ย ย ย ย ย ย 

(1) SIA, Global Staffing Market Estimates & Forecasts November 2024 | Staffing Industry Analysts

(2) See Key Definitions in our second quarter 2025 earnings presentation.

(3) 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.

(4)The Company elected to change the presentation of certain cash flows on its 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.

(5)The acquisition of Ascen is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions.

Second 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 second 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 second 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 is the worldโ€™s largest work marketplace that connects businesses with highly skilled, AI-enabled independent talent from across the globe. From entrepreneurs to Fortune 100 enterprises, companies rely on Upworkโ€™s trusted platform and its mindful AI companion, UmaTM, to find and hire expert talent, leverage AI-powered work solutions, and drive business transformation. With on-demand access to professionals spanning more than 10,000 skills across AI & machine learning, software development, sales & marketing, customer support, finance & accounting, and more, Upwork enables businesses of all sizes to scale, innovate, and build agile teams for the age of AI and beyond.

Upworkโ€™s platform has facilitated more than $25 billion in economic opportunity for talent around the world. Learn more at upwork.com and follow us on LinkedIn, Facebook, Instagram, TikTok, and X.

Contact:
Investor Relations
investor@upwork.com

Safe Harbor:
This press release of Upwork Inc. (the โ€œCompany,โ€ โ€œwe,โ€ โ€œus,โ€ or โ€œourโ€) 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 third 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 acquisitions of Bubty B.V. and Ascen Inc. by a subsidiary of the Company, 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 as predictions of future events. 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 March 31, 2025, filed with the SEC on May 5, 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 Juneย 30, 2025, when filed.

Undue reliance should not be placed on the forward-looking statements in this press release. Neither we nor any other person makes any representation or warranty as to the accuracy or completeness of the information herein. This press release is made solely for informational purposes.

Upwork, โ€œUmaTM, Upworkโ€™s Mindful AI,โ€ 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.

ย 
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
ย ย ย ย 
ย Three Months Ended
June 30,
ย Six Months Ended
June 30,
ย 2025ย 2024ย 2025ย 2024
Revenueย ย ย ย ย ย ย 
Marketplace$170,660ย ย $166,786ย ย $336,953ย ย $331,116ย 
Enterpriseย 24,279ย ย ย 26,343ย ย ย 50,692ย ย ย 52,950ย 
Total revenueย 194,939ย ย ย 193,129ย ย ย 387,645ย ย ย 384,066ย 
Cost of revenueย 43,432ย ย ย 43,852ย ย ย 85,238ย ย ย 88,045ย 
Gross profitย 151,507ย ย ย 149,277ย ย ย 302,407ย ย ย 296,021ย 
Operating expensesย ย ย ย ย ย ย 
Research and developmentย 44,843ย ย ย 52,465ย ย ย 90,995ย ย ย 105,381ย 
Sales and marketingย 36,671ย ย ย 47,333ย ย ย 72,422ย ย ย 95,184ย 
General and administrativeย 35,659ย ย ย 29,924ย ย ย 63,707ย ย ย 61,925ย 
Provision for transaction lossesย 1,769ย ย ย 1,774ย ย ย 4,028ย ย ย 2,701ย 
Total operating expensesย 118,942ย ย ย 131,496ย ย ย 231,152ย ย ย 265,191ย 
Income from operationsย 32,565ย ย ย 17,781ย ย ย 71,255ย ย ย 30,830ย 
Other income, netย 5,878ย ย ย 5,620ย ย ย 12,195ย ย ย 12,342ย 
Income before income taxesย 38,443ย ย ย 23,401ย ย ย 83,450ย ย ย 43,172ย 
Income tax provisionย (5,717)ย ย (1,181)ย ย (12,994)ย ย (2,510)
Net income$32,726ย ย $22,220ย ย $70,456ย ย $40,662ย 
ย ย ย ย ย ย ย ย 
Net income per share:ย ย ย ย ย ย ย 
Basic$0.25ย ย $0.17ย ย $0.53ย ย $0.30ย 
Diluted$0.24ย ย $0.17ย ย $0.50ย ย $0.30ย 
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 132,183ย ย ย 131,436ย ย ย 133,687ย ย ย 133,809ย 
Dilutedย 140,198ย ย ย 138,266ย ย ย 141,866ย ย ย 140,798ย 
ย 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 ย ย 
ย June 30, 2025ย December 31, 2024
ASSETSย ย ย 
Current assetsย ย ย 
Cash and cash equivalents$291,070ย ย $305,757ย 
Marketable securitiesย 343,509ย ย ย 316,344ย 
Funds held in escrow, including funds in transitย 212,033ย ย ย 195,736ย 
Trade and client receivables, netย 71,230ย ย ย 75,490ย 
Prepaid expenses and other current assetsย 21,141ย ย ย 17,727ย 
Total current assetsย 938,983ย ย ย 911,054ย 
Property and equipment, netย 38,109ย ย ย 30,056ย 
Goodwillย 141,473ย ย ย 121,064ย 
Intangible assets, netย 9,525ย ย ย 12,989ย 
Operating lease assetย 5,367ย ย ย 5,752ย 
Deferred tax assetย 126,715ย ย ย 128,779ย 
Other assets, noncurrentย 1,544ย ย ย 1,919ย 
Total assets$1,261,716ย ย $1,211,613ย 
ย ย ย ย 
LIABILITIES AND STOCKHOLDERSโ€™ EQUITYย ย ย 
Current liabilitiesย ย ย 
Accounts payable$1,027ย ย $6,128ย 
Escrow funds payableย 212,033ย ย ย 195,736ย 
Accrued expenses and other current liabilitiesย 58,762ย ย ย 59,300ย 
Deferred revenueย 7,802ย ย ย 7,269ย 
Total current liabilitiesย 279,624ย ย ย 268,433ย 
Debt, noncurrentย 358,849ย ย ย 357,928ย 
Operating lease liability, noncurrentย 10,351ย ย ย 9,567ย 
Other liabilities, noncurrentย 4,238ย ย ย 308ย 
Total liabilitiesย 653,062ย ย ย 636,236ย 
ย ย ย ย 
Stockholdersโ€™ equityย ย ย 
Common stockย 13ย ย ย 14ย 
Additional paid-in capitalย 615,937ย ย ย 653,575ย 
Accumulated and other comprehensive incomeย 724ย ย ย 264ย 
Accumulated deficitย (8,020)ย ย (78,476)
Total stockholdersโ€™ equityย 608,654ย ย ย 575,377ย 
Total liabilities and stockholdersโ€™ equity$1,261,716ย ย $1,211,613ย 
ย ย ย ย ย ย ย ย 


ย 
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
ย ย ย ย 
ย Three Months Ended June 30,ย Six Months Ended June 30,
ย 2025ย 2024ย 2025ย 2024
CASH FLOWS FROM OPERATING ACTIVITIES:ย ย ย ย ย ย ย 
Net income$32,726ย ย $22,220ย ย $70,456ย ย $40,662ย 
Adjustments to reconcile net income to net cash provided by operating activities:ย ย ย ย ย ย ย 
Provision for transaction lossesย 1,528ย ย ย 1,637ย ย ย 3,594ย ย ย 2,433ย 
Depreciation and amortizationย 5,879ย ย ย 3,629ย ย ย 10,740ย ย ย 6,775ย 
Amortization of debt issuance costsย 461ย ย ย 461ย ย ย 921ย ย ย 921ย 
Accretion of discount on purchases of marketable securities, netย (1,561)ย ย (3,283)ย ย (3,504)ย ย (8,159)
Amortization of operating lease assetย 183ย ย ย 859ย ย ย 385ย ย ย 1,706ย 
Tides Foundation common stock warrant expenseย 187ย ย ย 187ย ย ย 375ย ย ย 375ย 
Stock-based compensation expenseย 15,977ย ย ย 19,238ย ย ย 28,249ย ย ย 36,180ย 
Deferred taxesย 2,064ย ย ย โ€”ย ย ย 2,064ย ย ย โ€”ย 
Changes in operating assets and liabilities:ย ย ย ย ย ย ย 
Trade and client receivables(1)ย 3,895ย ย ย (1,856)ย ย 360ย ย ย (5,087)
Prepaid expenses and other assetsย (40)ย ย (3,004)ย ย (3,338)ย ย (5,133)
Operating lease liabilityย (22)ย ย (1,580)ย ย 808ย ย ย (3,129)
Accounts payableย (3,088)ย ย (81)ย ย (5,075)ย ย 701ย 
Accrued expenses and other liabilitiesย 14,019ย ย ย 4,050ย ย ย 2,911ย ย ย (6,847)
Deferred revenueย 306ย ย ย (3,274)ย ย 533ย ย ย (7,381)
Net cash provided by operating activitiesย 72,514ย ย ย 39,203ย ย ย 109,479ย ย ย 54,017ย 
CASH FLOWS FROM INVESTING ACTIVITIES:ย ย ย ย ย ย ย 
Purchases of marketable securitiesย (208,440)ย ย (44,423)ย ย (259,148)ย ย (194,299)
Proceeds from maturities of marketable securitiesย 181,031ย ย ย 190,074ย ย ย 232,411ย ย ย 321,846ย 
Proceeds from sale of marketable securitiesย 3,257ย ย ย 8,485ย ย ย 3,537ย ย ย 35,394ย 
Acquisition of business, net of cash acquiredย (20,410)ย ย โ€”ย ย ย (20,410)ย ย โ€”ย 
Purchases of property and equipmentย (2,381)ย ย (598)ย ย (4,853)ย ย (775)
Internal-use software and platform development costsย (4,507)ย ย (3,149)ย ย (8,210)ย ย (5,637)
Net cash (used in) provided by investing activitiesย (51,450)ย ย 150,389ย ย ย (56,673)ย ย 156,529ย 
CASH FLOWS FROM FINANCING ACTIVITIES:ย ย ย ย ย ย ย 
Change in escrow funds payable, net(1)ย (2,684)ย ย (6,194)ย ย 16,574ย ย ย (4,802)
Proceeds from exercises of stock options and common stock warrantsย 1ย ย ย 664ย ย ย 653ย ย ย 770ย 
Proceeds from employee stock purchase planย 2,199ย ย ย 2,917ย ย ย 2,199ย ย ย 2,917ย 
Repurchase of common stockย (37,868)ย ย (33,124)ย ย (70,922)ย ย (100,000)
Net cash (used in) financing activitiesย (38,352)ย ย (35,737)ย ย (51,496)ย ย (101,115)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASHย (17,288)ย ย 153,855ย ย ย 1,310ย ย ย 109,431ย 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASHโ€”beginning of periodย 524,191ย ย ย 251,994ย ย ย 505,593ย ย ย 296,418ย 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASHโ€”end of period$506,903ย ย $405,849ย ย $506,903ย ย $405,849ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

(1) The Company elected to change the presentation of certain cash flows on its 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 June 30, 2025ย December 31, 2024
Cash and cash equivalents$291,070ย ย $305,757ย 
Restricted cashย 3,800ย ย ย 4,100ย 
Funds held in escrow, including funds in transitย 212,033ย ย ย 195,736ย 
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$506,903ย 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; or (c) tax payments that may represent a reduction in cash available to us. 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 third 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.

ย 
UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and share data)
(Unaudited)
ย ย ย ย 
ย Three Months Ended June 30,ย Six Months Ended June 30,
ย 2025ย 2024ย 2025ย 2024
Net income$32,726ย ย $22,220ย ย $70,456ย ย $40,662ย 
Add back (deduct):ย ย ย ย ย ย ย 
Stock-based compensation expenseย 15,977ย ย ย 19,238ย ย ย 28,249ย ย ย 36,180ย 
Depreciation and amortizationย 5,879ย ย ย 3,629ย ย ย 10,740ย ย ย 6,775ย 
Other income, netย (5,878)ย ย (5,620)ย ย (12,195)ย ย (12,342)
Income tax provisionย 5,717ย ย ย 1,181ย ย ย 12,994ย ย ย 2,510ย 
Other(1) (2)ย 2,640ย ย ย 187ย ย ย 2,828ย ย ย 375ย 
Adjusted EBITDA$57,061ย ย $40,835ย ย $113,072ย ย $74,160ย 
Profit marginย 17%ย ย 12%ย ย 18%ย ย 11%
Adjusted EBITDA marginย 29%ย ย 21%ย ย 29%ย ย 19%
ย ย ย ย ย ย ย ย 
Cost of revenue, GAAP$43,432ย ย $43,852ย ย $85,238ย ย $88,045ย 
Stock-based compensation expenseย (200)ย ย (497)ย ย (387)ย ย (963)
Cost of revenue, Non-GAAPย 43,232ย ย ย 43,355ย ย ย 84,851ย ย ย 87,082ย 
As a percentage of total revenue, GAAPย 22%ย ย 23%ย ย 22%ย ย 23%
As a percentage of total revenue, Non-GAAPย 22%ย ย 22%ย ย 22%ย ย 23%
ย ย ย ย ย ย ย ย 
Gross profit, GAAP$151,507ย ย $149,277ย ย $302,407ย ย $296,021ย 
Stock-based compensation expenseย 200ย ย ย 497ย ย ย 387ย ย ย 963ย 
Gross profit, Non-GAAPย 151,707ย ย ย 149,774ย ย ย 302,794ย ย ย 296,984ย 
Gross margin, GAAPย 78%ย ย 77%ย ย 78%ย ย 77%
Gross margin, Non-GAAPย 78%ย ย 78%ย ย 78%ย ย 77%
ย ย ย ย ย ย ย ย 
Research and development, GAAP$44,843ย ย $52,465ย ย $90,995ย ย $105,381ย 
Stock-based compensation expenseย (5,615)ย ย (8,106)ย ย (11,427)ย ย (15,476)
Intangible amortizationย (1,315)ย ย (398)ย ย (2,630)ย ย (797)
Research and development, Non-GAAPย 37,913ย ย ย 43,961ย ย ย 76,938ย ย ย 89,108ย 
As a percentage of total revenue, GAAPย 23%ย ย 27%ย ย 23%ย ย 27%
As a percentage of total revenue, Non-GAAPย 19%ย ย 23%ย ย 20%ย ย 23%
ย ย ย ย ย ย ย ย 
Sales and marketing, GAAP$36,671ย ย $47,333ย ย $72,422ย ย $95,184ย 
Stock-based compensation expenseย (1,674)ย ย (3,393)ย ย (3,175)ย ย (6,329)
Intangible amortizationย (333)ย ย โ€”ย ย ย (833)ย ย โ€”ย 
Sales and marketing, Non-GAAPย 34,664ย ย ย 43,940ย ย ย 68,414ย ย ย 88,855ย 
As a percentage of total revenue, GAAPย 19%ย ย 25%ย ย 19%ย ย 25%
As a percentage of total revenue, Non-GAAPย 18%ย ย 23%ย ย 18%ย ย 23%
ย ย ย ย ย ย ย ย 
General and administrative, GAAP$35,659ย ย $29,924ย ย $63,707ย ย $61,925ย 
Stock-based compensation expenseย (8,488)ย ย (7,242)ย ย (13,260)ย ย (13,412)
Other(1) (2)ย (2,640)ย ย (187)ย ย (2,828)ย ย (375)
General and administrative, Non-GAAPย 24,531ย ย ย 22,495ย ย ย 47,619ย ย ย 48,138ย 
As a percentage of total revenue, GAAPย 18%ย ย 15%ย ย 16%ย ย 16%
As a percentage of total revenue, Non-GAAPย 13%ย ย 12%ย ย 12%ย ย 13%
ย ย ย ย ย ย ย ย 
Total operating expenses, GAAP$118,942ย ย $131,496ย ย $231,152ย ย $265,191ย 
Stock-based compensation expenseย (15,777)ย ย (18,741)ย ย (27,862)ย ย (35,217)
Intangible amortizationย (1,648)ย ย (398)ย ย (3,463)ย ย (797)
Other(1) (2)ย (2,640)ย ย (187)ย ย (2,828)ย ย (375)
Total operating expenses, Non-GAAPย 98,877ย ย ย 112,170ย ย ย 196,999ย ย ย 228,802ย 
As a percentage of total revenue, GAAPย 61%ย ย 68%ย ย 60%ย ย 69%
As a percentage of total revenue, Non-GAAPย 51%ย ย 58%ย ย 51%ย ย 60%
ย ย ย ย ย ย ย ย 
Income from operations, GAAP$32,565ย ย $17,781ย ย $71,255ย ย $30,830ย 
Stock-based compensation expenseย 15,977ย ย ย 19,238ย ย ย 28,249ย ย ย 36,180ย 
Intangible amortizationย 1,648ย ย ย 398ย ย ย 3,463ย ย ย 797ย 
Other(1) (2)ย 2,640ย ย ย 187ย ย ย 2,828ย ย ย 375ย 
Income from operations, Non-GAAPย 52,830ย ย ย 37,604ย ย ย 105,795ย ย ย 68,182ย 
ย ย ย ย ย ย ย ย 
Net income, GAAP$32,726ย ย $22,220ย ย $70,456ย ย $40,662ย 
Stock-based compensation expenseย 15,977ย ย ย 19,238ย ย ย 28,249ย ย ย 36,180ย 
Intangible amortizationย 1,648ย ย ย 398ย ย ย 3,463ย ย ย 797ย 
Tax effect of non-GAAP adjustmentsย (5,085)ย ย (6,815)ย ย (8,716)ย ย (12,387)
Other(1) (2)ย 2,640ย ย ย 187ย ย ย 2,828ย ย ย 375ย 
Net income, Non-GAAPย 47,906ย ย ย 35,228ย ย ย 96,280ย ย ย 65,627ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings per share, GAAP
Basic (in millions)ย 132.2ย ย ย 131.4ย ย ย 133.7ย ย ย 133.8ย 
Diluted (in millions)ย 140.2ย ย ย 138.3ย ย ย 141.9ย ย ย 140.8ย 
Basic earnings per share, GAAP$0.25ย ย $0.17ย ย $0.53ย ย $0.30ย 
Diluted earnings per share, GAAP$0.24ย ย $0.17ย ย $0.50ย ย $0.30ย 
ย ย ย ย ย ย ย ย 
Weighted-average shares outstanding used in computing earnings per share, Non-GAAP
Basic (in millions)ย 132.2ย ย ย 131.4ย ย ย 133.7ย ย ย 133.8ย 
Diluted (in millions)ย 140.2ย ย ย 138.3ย ย ย 141.9ย ย ย 140.8ย 
Basic earnings per share, Non-GAAP$0.36ย ย $0.27ย ย $0.72ย ย $0.49ย 
Diluted earnings per share, Non-GAAP$0.35ย ย $0.26ย ย $0.69ย ย $0.48ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

(1) During the three and six months ended Juneย 30, 2025 and 2024, we incurred $0.2ย million and $0.4ย million, respectively, of expense related to our Tides Foundation Warrant.

(2) During the three and six months ended Juneย 30, 2025, we incurred acquisition-related costs of $2.5 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.

ย 
UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)
ย ย ย ย ย 
ย ย Three Months Ended June 30,ย Six Months Ended June 30,
ย ย 2025ย 2024ย 2025ย 2024
Cash provided by operating activitiesย $72,514ย ย $39,203ย ย $109,479ย ย $54,017ย 
Less: purchases of property, plant & equipment and cash outflows from internally developed softwareย ย (6,888)ย ย (3,747)ย ย (13,063)ย ย (6,412)
Free cash flowย $65,626ย ย $35,456ย ย $96,416ย ย $47,605ย 
ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย ย 

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