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Upwork Reports Third Quarter 2025 Financial Results

Achieves record quarterly revenue of $201.7 million in Q3 2025

Generates GAAP net income of $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 world’s human and AI-powered work marketplace, today announced its financial results for the third quarter of 2025.

“The third quarter marked the start of the next chapter for Upwork. As we build the world’s human and AI-powered work marketplace, we’re driving phenomenal user productivity and engagement, resulting in a return to positive GSV growth,” said Hayden Brown, president and CEO, Upwork Inc. “We 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.”

“Our 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,” said Erica Gessert, CFO, Upwork Inc. “Our 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.”

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 World’s Human and AI-Powered Work Marketplace

  • Uma™, Upwork’s Mindful AI, continued to evolve into an always-on work agent, further increasing customer engagement and productivity.
    • Scaled Uma’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, Upwork’s new enterprise-focused subsidiary, creating a unique offering of full-stack, end-to-end contingent work solutions for large enterprises following Lifted’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

Upwork’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

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


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

(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 “Non-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 company’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 Upwork’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 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 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 Company’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 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 September 30, 2025, when filed.

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


UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
  September 30, 2025
  December 31, 2024
ASSETS        
Current assets        
Cash and cash equivalents $ 260,838     $ 305,757  
Marketable securities   382,259       316,344  
Funds held in escrow, including funds in transit   211,373       195,736  
Trade and client receivables, net   76,433       75,490  
Prepaid expenses and other current assets   18,048       17,727  
Total current assets   948,951       911,054  
Property and equipment, net   40,373       30,056  
Goodwill   150,471       121,064  
Intangible assets, net   39,656       12,989  
Operating lease asset   5,188       5,752  
Deferred tax asset   125,065       128,779  
Other assets, noncurrent   1,505       1,919  
Total assets $ 1,311,209     $ 1,211,613  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
Accounts payable $ 8,514     $ 6,128  
Escrow funds payable   211,373       195,736  
Debt, current   359,310        
Accrued expenses and other current liabilities   73,336       59,300  
Deferred revenue   7,943       7,269  
Total current liabilities   660,476       268,433  
Debt, noncurrent         357,928  
Operating lease liability, noncurrent   10,131       9,567  
Other liabilities, noncurrent   12,476       308  
Total liabilities   683,083       636,236  
         
Stockholders’ equity        
Common stock   13       14  
Additional paid-in capital   605,931       653,575  
Accumulated and other comprehensive income   867       264  
Accumulated deficit   21,315       (78,476 )
Total stockholders’ equity   628,126       575,377  
Total liabilities and stockholders’ equity $ 1,311,209     $ 1,211,613  
               


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

(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):

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

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

(1) During the three and nine months ended September 30, 2025 and 2024, we incurred $0.2 million and $0.6 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)
 
    Three Months Ended September 30,   Nine Months Ended September 30,
      2025       2024       2025       2024  
Cash provided by operating activities   $ 75,079     $ 60,964     $ 184,558     $ 114,981  
Less: purchases of property, plant & equipment and cash outflows from internally developed software     (5,648 )     (4,167 )     (18,711 )     (10,579 )
Free cash flow   $ 69,431     $ 56,797     $ 165,847     $ 104,402  
                                 



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