Upwork, Inc 8-K/A, filed Aug 7, 2025
Upwork, Inc (UPWK)
8-K/A
2025-08-07
For: 2025-08-06
View Original
Added on
April 09, 2026
About this 8-K/A
Upwork, Inc filed this 8-K/A on August 7, 2025, reporting on events of August 6, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 8-K/A
(Amendment No. 1)
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
_______________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code: (650 ) 316-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2025, Upwork Inc., or the Company, furnished a Current Report on Form 8-K that included a press release announcing its financial results for the quarter ended June 30, 2025, or the Original Form 8-K. This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting a clerical error with respect to the Company's guidance for non-GAAP diluted earnings per share, or EPS, for the third quarter of 2025 and full year 2025. The Company currently expects non-GAAP diluted EPS in the range of: (i) $0.28 to $0.30 for the third quarter of 2025 and (ii) $1.24 to $1.27 for full year 2025. The full text of the corrected press release is attached as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.
The Company is making reference to certain financial measures not prepared in accordance with generally accepted accounting principles in the United States, or GAAP, in this Current Report on Form 8-K/A and the press release. A reconciliation of GAAP to these non-GAAP results is provided in the press release attached as Exhibit 99.1 to this report. The Company has not reconciled its non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP diluted EPS are uncertain or out of the Company's control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of the Company's common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within the Company's control. The actual amount of these expenses during the third quarter of 2025 and fiscal year 2025 will have a significant impact on the Company's future GAAP financial results. Accordingly, a reconciliation of non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.
The Company uses its Investor Relations website (investors.upwork.com), its blog (upwork.com/blog), its 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 its business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. The content of the Company's websites and information that the Company may post on or provide to online and social media channels, including those mentioned above, and information that can be accessed through the Company's websites or these online and social media channels are not incorporated by reference into this report or in any other report or document the Company files with the Securities and Exchange Commission, and any references to the Company's websites or these online and social media channels are intended to be inactive textual references only.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UPWORK INC. | |||||||||||
Date: August 7, 2025 | By: | /s/ Erica Gessert | |||||||||
| Erica Gessert Chief Financial Officer | |||||||||||
Exhibit 99.1
Upwork Reports Second Quarter 2025 Financial Results
Achieves record second quarter with revenue of $194.9 million
Generates GAAP net income of $32.7 million and adjusted EBITDA of $57.1 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. – August 6, 2025 – Upwork Inc. (Nasdaq: UPWK), the world’s largest human and AI-powered work marketplace, today announced its financial results for the second quarter of 2025.
“Upwork 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,” said Hayden Brown, president and CEO, Upwork. “With 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 Upwork’s deep global talent pool. We’re harnessing these strategic levers to continue to lead the industry in this human and AI-powered era of work.”
“Our record revenue of $194.9 million, net income of $32.7 million, and adjusted EBITDA of $57.1 million—representing a 16.8% profit margin and an all-time high 29.3% adjusted EBITDA margin—came in well above our expectations for the second quarter,” said Erica Gessert, CFO, Upwork. “With 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.”
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 World’s Human and AI-Powered Work Marketplace
•Upwork Updates, announced July 23, included major advancements to Uma™, Upwork’s Mindful AI. As an AI work agent, Uma™ 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 Uma™-powered search.
•Uma™ 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.
◦Uma™ Proposal Writer improvements led to a 58% increase in freelancers utilizing Uma™ 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 Upwork’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 industry’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 Upwork’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 Plus–Upwork’s offering gaining traction with larger clients in the SMB space–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 Upwork’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
Upwork’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: $0.28 to $0.30
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: $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: $1.24 to $1.27
•Stock-based compensation expense $60 million to $65 million
UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
GSV(2) | $ | 1,002,650 | $ | 1,008,267 | (0.6) | % | $ | 1,990,363 | $ | 2,017,063 | (1.3) | % | |||||||||||||||||||||||
Marketplace revenue(2) | $ | 170,660 | $ | 166,786 | 2 | % | $ | 336,953 | $ | 331,116 | 2 | % | |||||||||||||||||||||||
Enterprise revenue(2) | $ | 24,279 | $ | 26,343 | (8) | % | $ | 50,692 | $ | 52,950 | (4) | % | |||||||||||||||||||||||
| Gross profit | $ | 151,507 | $ | 149,277 | 1 | % | $ | 302,407 | $ | 296,021 | 2 | % | |||||||||||||||||||||||
| Gross profit margin | 78 | % | 77 | % | 43 bps | 78 | % | 77 | % | 94 bps | |||||||||||||||||||||||||
| Operating expenses | $ | 118,942 | $ | 131,496 | (10) | % | $ | 231,152 | $ | 265,191 | (13) | % | |||||||||||||||||||||||
| Net income | $ | 32,726 | $ | 22,220 | 47 | % | $ | 70,456 | $ | 40,662 | 73 | % | |||||||||||||||||||||||
Adjusted EBITDA(3) | $ | 57,061 | $ | 40,835 | 40 | % | $ | 113,072 | $ | 74,160 | 52 | % | |||||||||||||||||||||||
Profit margin | 17 | % | 12 | % | 528 bps | 18 | % | 11 | % | 759 bps | |||||||||||||||||||||||||
Adjusted EBITDA margin(3) | 29 | % | 21 | % | 813 bps | 29 | % | 19 | % | 986 bps | |||||||||||||||||||||||||
Cash provided by operating activities(4) | $ | 72,514 | $ | 39,203 | 85 | % | $ | 109,479 | $ | 54,017 | 103 | % | |||||||||||||||||||||||
Free cash flow(3)(4) | $ | 65,626 | $ | 35,456 | 85 | % | $ | 96,416 | $ | 47,605 | 103 | % | |||||||||||||||||||||||
As of June 30, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | % Change | ||||||||||||||
Active clients(2) | 796 | 868 | (8) | % | |||||||||||||
(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 “Non-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 company’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 Upwork’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 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 is the world’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 Upwork’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.
Upwork’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 “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 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 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 June 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, “UmaTM, Upwork’s Mindful AI,” and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this press release are the property of Upwork. This 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
Marketplace | $ | 170,660 | $ | 166,786 | $ | 336,953 | $ | 331,116 | |||||||||||||||
Enterprise | 24,279 | 26,343 | 50,692 | 52,950 | |||||||||||||||||||
| Total revenue | 194,939 | 193,129 | 387,645 | 384,066 | |||||||||||||||||||
| Cost of revenue | 43,432 | 43,852 | 85,238 | 88,045 | |||||||||||||||||||
| Gross profit | 151,507 | 149,277 | 302,407 | 296,021 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | 44,843 | 52,465 | 90,995 | 105,381 | |||||||||||||||||||
| Sales and marketing | 36,671 | 47,333 | 72,422 | 95,184 | |||||||||||||||||||
| General and administrative | 35,659 | 29,924 | 63,707 | 61,925 | |||||||||||||||||||
| Provision for transaction losses | 1,769 | 1,774 | 4,028 | 2,701 | |||||||||||||||||||
| Total operating expenses | 118,942 | 131,496 | 231,152 | 265,191 | |||||||||||||||||||
| Income from operations | 32,565 | 17,781 | 71,255 | 30,830 | |||||||||||||||||||
| Other income, net | 5,878 | 5,620 | 12,195 | 12,342 | |||||||||||||||||||
| Income before income taxes | 38,443 | 23,401 | 83,450 | 43,172 | |||||||||||||||||||
| Income tax provision | (5,717) | (1,181) | (12,994) | (2,510) | |||||||||||||||||||
| Net income | $ | 32,726 | $ | 22,220 | $ | 70,456 | $ | 40,662 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 0.25 | $ | 0.17 | $ | 0.53 | $ | 0.30 | |||||||||||||||
| Diluted | $ | 0.24 | $ | 0.17 | $ | 0.50 | $ | 0.30 | |||||||||||||||
| Weighted-average shares used to compute net income per share: | |||||||||||||||||||||||
| Basic | 132,183 | 131,436 | 133,687 | 133,809 | |||||||||||||||||||
| Diluted | 140,198 | 138,266 | 141,866 | 140,798 | |||||||||||||||||||
UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 291,070 | $ | 305,757 | |||||||
| Marketable securities | 343,509 | 316,344 | |||||||||
| Funds held in escrow, including funds in transit | 212,033 | 195,736 | |||||||||
| Trade and client receivables, net | 71,230 | 75,490 | |||||||||
| Prepaid expenses and other current assets | 21,141 | 17,727 | |||||||||
| Total current assets | 938,983 | 911,054 | |||||||||
| Property and equipment, net | 38,109 | 30,056 | |||||||||
| Goodwill | 141,473 | 121,064 | |||||||||
| Intangible assets, net | 9,525 | 12,989 | |||||||||
| Operating lease asset | 5,367 | 5,752 | |||||||||
| Deferred tax asset | 126,715 | 128,779 | |||||||||
| Other assets, noncurrent | 1,544 | 1,919 | |||||||||
| Total assets | $ | 1,261,716 | $ | 1,211,613 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 1,027 | $ | 6,128 | |||||||
| Escrow funds payable | 212,033 | 195,736 | |||||||||
| Accrued expenses and other current liabilities | 58,762 | 59,300 | |||||||||
| Deferred revenue | 7,802 | 7,269 | |||||||||
| Total current liabilities | 279,624 | 268,433 | |||||||||
| Debt, noncurrent | 358,849 | 357,928 | |||||||||
| Operating lease liability, noncurrent | 10,351 | 9,567 | |||||||||
| Other liabilities, noncurrent | 4,238 | 308 | |||||||||
| Total liabilities | 653,062 | 636,236 | |||||||||
| Stockholders’ equity | |||||||||||
| Common stock | 13 | 14 | |||||||||
| Additional paid-in capital | 615,937 | 653,575 | |||||||||
| Accumulated and other comprehensive income | 724 | 264 | |||||||||
| Accumulated deficit | (8,020) | (78,476) | |||||||||
| Total stockholders’ equity | 608,654 | 575,377 | |||||||||
| Total liabilities and stockholders’ equity | $ | 1,261,716 | $ | 1,211,613 | |||||||
UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||||
| Net income | $ | 32,726 | $ | 22,220 | $ | 70,456 | $ | 40,662 | |||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||
| Provision for transaction losses | 1,528 | 1,637 | 3,594 | 2,433 | |||||||||||||||||||
| Depreciation and amortization | 5,879 | 3,629 | 10,740 | 6,775 | |||||||||||||||||||
| Amortization of debt issuance costs | 461 | 461 | 921 | 921 | |||||||||||||||||||
| Accretion of discount on purchases of marketable securities, net | (1,561) | (3,283) | (3,504) | (8,159) | |||||||||||||||||||
| Amortization of operating lease asset | 183 | 859 | 385 | 1,706 | |||||||||||||||||||
| Tides Foundation common stock warrant expense | 187 | 187 | 375 | 375 | |||||||||||||||||||
| Stock-based compensation expense | 15,977 | 19,238 | 28,249 | 36,180 | |||||||||||||||||||
| Deferred taxes | 2,064 | — | 2,064 | — | |||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
Trade and client receivables (1) | 3,895 | (1,856) | 360 | (5,087) | |||||||||||||||||||
| Prepaid expenses and other assets | (40) | (3,004) | (3,338) | (5,133) | |||||||||||||||||||
| Operating lease liability | (22) | (1,580) | 808 | (3,129) | |||||||||||||||||||
| Accounts payable | (3,088) | (81) | (5,075) | 701 | |||||||||||||||||||
| Accrued expenses and other liabilities | 14,019 | 4,050 | 2,911 | (6,847) | |||||||||||||||||||
| Deferred revenue | 306 | (3,274) | 533 | (7,381) | |||||||||||||||||||
| Net cash provided by operating activities | 72,514 | 39,203 | 109,479 | 54,017 | |||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||||
| Purchases of marketable securities | (208,440) | (44,423) | (259,148) | (194,299) | |||||||||||||||||||
| Proceeds from maturities of marketable securities | 181,031 | 190,074 | 232,411 | 321,846 | |||||||||||||||||||
| Proceeds from sale of marketable securities | 3,257 | 8,485 | 3,537 | 35,394 | |||||||||||||||||||
| Acquisition of business, net of cash acquired | (20,410) | — | (20,410) | — | |||||||||||||||||||
| Purchases of property and equipment | (2,381) | (598) | (4,853) | (775) | |||||||||||||||||||
| Internal-use software and platform development costs | (4,507) | (3,149) | (8,210) | (5,637) | |||||||||||||||||||
Net cash (used in) provided by investing activities | (51,450) | 150,389 | (56,673) | 156,529 | |||||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||||
Change in escrow funds payable, net (1) | (2,684) | (6,194) | 16,574 | (4,802) | |||||||||||||||||||
| Proceeds from exercises of stock options and common stock warrants | 1 | 664 | 653 | 770 | |||||||||||||||||||
| Proceeds from employee stock purchase plan | 2,199 | 2,917 | 2,199 | 2,917 | |||||||||||||||||||
| Repurchase of common stock | (37,868) | (33,124) | (70,922) | (100,000) | |||||||||||||||||||
Net cash (used in) financing activities | (38,352) | (35,737) | (51,496) | (101,115) | |||||||||||||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (17,288) | 153,855 | 1,310 | 109,431 | |||||||||||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period | 524,191 | 251,994 | 505,593 | 296,418 | |||||||||||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period | $ | 506,903 | $ | 405,849 | $ | 506,903 | $ | 405,849 | |||||||||||||||
(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):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | 291,070 | $ | 305,757 | |||||||
| Restricted cash | 3,800 | 4,100 | |||||||||
| Funds held in escrow, including funds in transit | 212,033 | 195,736 | |||||||||
| Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows | $ | 506,903 | $ | 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; 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.
UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 32,726 | $ | 22,220 | $ | 70,456 | $ | 40,662 | |||||||||||||||
| Add back (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | 15,977 | 19,238 | 28,249 | 36,180 | |||||||||||||||||||
| Depreciation and amortization | 5,879 | 3,629 | 10,740 | 6,775 | |||||||||||||||||||
Other income, net | (5,878) | (5,620) | (12,195) | (12,342) | |||||||||||||||||||
| Income tax provision | 5,717 | 1,181 | 12,994 | 2,510 | |||||||||||||||||||
Other (1) (2) | 2,640 | 187 | 2,828 | 375 | |||||||||||||||||||
| Adjusted EBITDA | $ | 57,061 | $ | 40,835 | $ | 113,072 | $ | 74,160 | |||||||||||||||
| Profit margin | 17 | % | 12 | % | 18 | % | 11 | % | |||||||||||||||
| Adjusted EBITDA margin | 29 | % | 21 | % | 29 | % | 19 | % | |||||||||||||||
| Cost of revenue, GAAP | $ | 43,432 | $ | 43,852 | $ | 85,238 | $ | 88,045 | |||||||||||||||
| Stock-based compensation expense | (200) | (497) | (387) | (963) | |||||||||||||||||||
| Cost of revenue, Non-GAAP | 43,232 | 43,355 | 84,851 | 87,082 | |||||||||||||||||||
| As a percentage of total revenue, GAAP | 22 | % | 23 | % | 22 | % | 23 | % | |||||||||||||||
| As a percentage of total revenue, Non-GAAP | 22 | % | 22 | % | 22 | % | 23 | % | |||||||||||||||
| Gross profit, GAAP | $ | 151,507 | $ | 149,277 | $ | 302,407 | $ | 296,021 | |||||||||||||||
| Stock-based compensation expense | 200 | 497 | 387 | 963 | |||||||||||||||||||
| Gross profit, Non-GAAP | 151,707 | 149,774 | 302,794 | 296,984 | |||||||||||||||||||
| Gross margin, GAAP | 78 | % | 77 | % | 78 | % | 77 | % | |||||||||||||||
| Gross margin, Non-GAAP | 78 | % | 78 | % | 78 | % | 77 | % | |||||||||||||||
| Research and development, GAAP | $ | 44,843 | $ | 52,465 | $ | 90,995 | $ | 105,381 | |||||||||||||||
| Stock-based compensation expense | (5,615) | (8,106) | (11,427) | (15,476) | |||||||||||||||||||
| Intangible amortization | (1,315) | (398) | (2,630) | (797) | |||||||||||||||||||
| Research and development, Non-GAAP | 37,913 | 43,961 | 76,938 | 89,108 | |||||||||||||||||||
| As a percentage of total revenue, GAAP | 23 | % | 27 | % | 23 | % | 27 | % | |||||||||||||||
| As a percentage of total revenue, Non-GAAP | 19 | % | 23 | % | 20 | % | 23 | % | |||||||||||||||
| Sales and marketing, GAAP | $ | 36,671 | $ | 47,333 | $ | 72,422 | $ | 95,184 | |||||||||||||||
| Stock-based compensation expense | (1,674) | (3,393) | (3,175) | (6,329) | |||||||||||||||||||
Intangible amortization | (333) | — | (833) | — | |||||||||||||||||||
| Sales and marketing, Non-GAAP | 34,664 | 43,940 | 68,414 | 88,855 | |||||||||||||||||||
| As a percentage of total revenue, GAAP | 19 | % | 25 | % | 19 | % | 25 | % | |||||||||||||||
| As a percentage of total revenue, Non-GAAP | 18 | % | 23 | % | 18 | % | 23 | % | |||||||||||||||
| General and administrative, GAAP | $ | 35,659 | $ | 29,924 | $ | 63,707 | $ | 61,925 | |||||||||||||||
| Stock-based compensation expense | (8,488) | (7,242) | (13,260) | (13,412) | |||||||||||||||||||
Other (1) (2) | (2,640) | (187) | (2,828) | (375) | |||||||||||||||||||
| General and administrative, Non-GAAP | 24,531 | 22,495 | 47,619 | 48,138 | |||||||||||||||||||
| As a percentage of total revenue, GAAP | 18 | % | 15 | % | 16 | % | 16 | % | |||||||||||||||
| As a percentage of total revenue, Non-GAAP | 13 | % | 12 | % | 12 | % | 13 | % | |||||||||||||||
| Total operating expenses, GAAP | $ | 118,942 | $ | 131,496 | $ | 231,152 | $ | 265,191 | |||||||||||||||
| Stock-based compensation expense | (15,777) | (18,741) | (27,862) | (35,217) | |||||||||||||||||||
| Intangible amortization | (1,648) | (398) | (3,463) | (797) | |||||||||||||||||||
Other (1) (2) | (2,640) | (187) | (2,828) | (375) | |||||||||||||||||||
| Total operating expenses, Non-GAAP | 98,877 | 112,170 | 196,999 | 228,802 | |||||||||||||||||||
| As a percentage of total revenue, GAAP | 61 | % | 68 | % | 60 | % | 69 | % | |||||||||||||||
| As a percentage of total revenue, Non-GAAP | 51 | % | 58 | % | 51 | % | 60 | % | |||||||||||||||
| Income from operations, GAAP | $ | 32,565 | $ | 17,781 | $ | 71,255 | $ | 30,830 | |||||||||||||||
| Stock-based compensation expense | 15,977 | 19,238 | 28,249 | 36,180 | |||||||||||||||||||
| Intangible amortization | 1,648 | 398 | 3,463 | 797 | |||||||||||||||||||
Other (1) (2) | 2,640 | 187 | 2,828 | 375 | |||||||||||||||||||
| Income from operations, Non-GAAP | 52,830 | 37,604 | 105,795 | 68,182 | |||||||||||||||||||
| Net income, GAAP | $ | 32,726 | $ | 22,220 | $ | 70,456 | $ | 40,662 | |||||||||||||||
| Stock-based compensation expense | 15,977 | 19,238 | 28,249 | 36,180 | |||||||||||||||||||
| Intangible amortization | 1,648 | 398 | 3,463 | 797 | |||||||||||||||||||
| Tax effect of non-GAAP adjustments | (5,085) | (6,815) | (8,716) | (12,387) | |||||||||||||||||||
Other (1) (2) | 2,640 | 187 | 2,828 | 375 | |||||||||||||||||||
| Net income, Non-GAAP | 47,906 | 35,228 | 96,280 | 65,627 | |||||||||||||||||||
| Weighted-average shares outstanding used in computing earnings per share, GAAP | |||||||||||||||||||||||
| Basic (in millions) | 132.2 | 131.4 | 133.7 | 133.8 | |||||||||||||||||||
| Diluted (in millions) | 140.2 | 138.3 | 141.9 | 140.8 | |||||||||||||||||||
| Basic earnings per share, GAAP | $ | 0.25 | $ | 0.17 | $ | 0.53 | $ | 0.30 | |||||||||||||||
| Diluted earnings per share, GAAP | $ | 0.24 | $ | 0.17 | $ | 0.50 | $ | 0.30 | |||||||||||||||
| Weighted-average shares outstanding used in computing earnings per share, Non-GAAP | |||||||||||||||||||||||
| Basic (in millions) | 132.2 | 131.4 | 133.7 | 133.8 | |||||||||||||||||||
| Diluted (in millions) | 140.2 | 138.3 | 141.9 | 140.8 | |||||||||||||||||||
| Basic earnings per share, Non-GAAP | $ | 0.36 | $ | 0.27 | $ | 0.72 | $ | 0.49 | |||||||||||||||
| Diluted earnings per share, Non-GAAP | $ | 0.35 | $ | 0.26 | $ | 0.69 | $ | 0.48 | |||||||||||||||
(1) During the three and six months ended June 30, 2025 and 2024, we incurred $0.2 million and $0.4 million, respectively, of expense related to our Tides Foundation Warrant.
(2) During the three and six months ended June 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.
UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Cash provided by operating activities | $ | 72,514 | $ | 39,203 | $ | 109,479 | $ | 54,017 | ||||||||||||||||||
| Less: purchases of property, plant & equipment and cash outflows from internally developed software | (6,888) | (3,747) | (13,063) | (6,412) | ||||||||||||||||||||||
| Free cash flow | $ | 65,626 | $ | 35,456 | $ | 96,416 | $ | 47,605 | ||||||||||||||||||