Form 8-K

8-K — UPWORK, INC

Accession: 0001627475-26-000033

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001627475

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Cost Associated with Exit or Disposal Activities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — upwork-20260507.htm (Primary)

EX-99.1 (upwork1q26-pressrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: upwork-20260507.htm · Sequence: 1

upwork-20260507

0001627475FALSE00016274752025-08-062025-08-0600016274752025-11-032025-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________

FORM 8-K

_______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

_______________________________________________________

UPWORK INC.

(Exact name of Registrant as Specified in Its Charter)

_______________________________________________________

Delaware

001-38678

46-4337682

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

530 Lytton Avenue, Suite 301

Palo Alto,

California

94301

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.0001 par value per share

UPWK

The Nasdaq Stock Market LLC

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 May 7, 2026, Upwork Inc., or the Company, will hold a conference call regarding its financial results for the quarter ended March 31, 2026. The Company issued a press release announcing its financial results for the quarter ended March 31, 2026. The full text of the 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 the Exchange Act, 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, or the Securities Act, except as expressly set forth by specific reference in such a filing.

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 the press release and the conference call. 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 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 2.05 Costs Associated with Exit or Disposal Activities.

On May 7, 2026, the Company announced a restructuring plan, or the Restructuring Plan, intended to build a more efficient operating model and position the Company for profitable growth as the nature of work evolves. The Restructuring Plan includes an expected reduction of the Company’s total workforce by approximately 24%. The Company expects execution of the Restructuring Plan to be substantially complete in the fourth quarter of 2026.

In connection with these actions, the Company estimates that it will incur approximately $16 million to $23 million in pre-tax restructuring charges to its GAAP financial results, consisting primarily of severance and other one-time termination costs for the Company’s impacted workforce. The Company expects most of these charges to be cash expenditures and to be recognized over the next two to three quarters, with the majority of these charges being recognized in the second quarter of 2026.

The estimates of the expenses that the Company expects to incur in connection with the Restructuring Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring Plan.

Item 7.01 Regulation FD Disclosure.

On May 7, 2026, the Company issued a press release announcing the Restructuring Plan. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements, including statements regarding the anticipated impact of the Restructuring Plan, the number of positions affected by the Restructuring Plan, the estimated restructuring expenses associated with the Restructuring Plan, and the time frame for completion of and recognition of charges associated with the Restructuring Plan.

The Company has based these forward-looking statements largely on its current expectations and projections as of the date hereof about future events and trends that the Company believes may affect its 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 the Company’s control, including possible changes in the size and timing of the related expenses, and you should not place undue reliance on such forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. The Company makes no representation that the plans, intentions, expectations, or results disclosed in these forward-looking statements will be achieved or that future events and circumstances will occur, and actual results or events may differ materially and adversely from the Company’s expectations. The forward-looking statements are made as of the date hereof, and the Company does not undertake, and expressly disclaims, any obligation to update or revise any forward-looking statements, conform these statements to actual results, or make changes in its expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from the Company’s expectations is included under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2026, and in the Company’s other SEC filings, which are available on the Company’s 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 the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2026, when filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1

Press Release dated May 7, 2026

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: May 7, 2026

By: /s/ Erica Gessert

Erica Gessert

Chief Financial Officer

EX-99.1

Filename: upwork1q26-pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Upwork Reports First Quarter 2026 Financial Results

GSV per Active Client Increased 5% Year-over-Year through AI Work Category and SMB Growth Initiatives

Company Raises Full Year 2026 Adjusted EBITDA Guidance

PALO ALTO, Calif. – May 7, 2026 – Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the first quarter of 2026.

"This was a dynamic first quarter, where we delivered strong profitability while navigating a challenging demand environment," said Hayden Brown, president and CEO of Upwork Inc. "The nature of work continues to shift as AI advances, and we continue to build Upwork for where work is headed. With momentum in our AI, SMB, and Enterprise growth pillars, we are confident in our strategy and are taking the necessary steps today to further sharpen our execution."

“We are managing the business with a level of discipline, rigor, and agility that enables us to increase our bottom line outlook,” said Erica Gessert, CFO of Upwork Inc. “As our growth pillars continue to scale, we expect them to increasingly overshadow the cyclical and near-term factors currently impacting the business.”

First Quarter 2026 Financial Highlights

•GSV(1) was $987.1 million, approximately flat year-over-year

•Revenue grew 1% year-over-year to $195.5 million

•Active clients(1) of 784,000

•GSV per active client(1) of $5,138 increased 5% year-over-year

•GAAP Net income was $31.5 million, a decrease of 17% year-over-year

•GAAP Diluted earnings per share was $0.24, compared to diluted earnings per share of $0.27 in the first quarter of 2025

•Adjusted EBITDA(2) was $57.4 million, up 3% year-over-year

•Cash provided by operating activities was $23.0 million, compared to cash provided by operating activities of $37.0 million in the first quarter of 2025

•Free cash flow(2) was $12.9 million, compared to free cash flow of $30.8 million in the first quarter of 2025

•Share repurchase program returned $107.9 million to shareholders in the first quarter of 2026 with the repurchase of 8.1 million shares. On February 18, 2026, the Company announced a new $300 million repurchase authorization. As of March 31, 2026, the Company had $256.1 million in remaining authorization in its repurchase program.

First Quarter 2026 and Recent Operational Highlights

Building the World’s Human and AI-Powered Work Marketplace

•Brought the global Upwork Marketplace to ChatGPT via an Upwork app that enables businesses to describe their project needs, discover relevant talent, and draft job posts directly in ChatGPT, so they can find experts faster, right where they’re starting work.

•Upwork Updates Spring 2026 featured a number of AI-powered innovations driven by Uma™, Upwork’s AI work agent, focused on helping small and medium-sized businesses (SMB) more efficiently find, hire, and work with independent talent.

•Launched a redesigned, AI-native homepage and platform experience that simplifies navigation and surfaces in-demand skills, making it easier for customers to discover relevant talent and opportunities.

Growing AI Work on the Marketplace

•GSV from AI-related work increased more than 40% year-over-year in Q1 2026.

•GSV from AI Integration & Automation, the largest AI-related work sub-category, grew more than 50% year-over-year in Q1 2026.

Winning Bigger with SMB

•Q1 2026 GSV from Upwork Business Plus offering for SMB increased 34% quarter-over-quarter.

•Q1 2026 Business Plus active clients grew 35% quarter-over-quarter.

•39% of active clients on Business Plus in Q1 2026 were net-new customers to Upwork.

Unlocking the Enterprise Opportunity

•Achieved technology and operations integration milestones that position Lifted to begin migrating its first wave of enterprise customers onto its new platform by the end of June.

•Go-to-market drove significant sales pipeline expansion with new and existing enterprise clients.

Revolving Credit Facility Update

Upwork is announcing today that it has secured a commitment letter to add a revolving credit facility in the aggregate principal amount of $150 million. The Company expects to finalize the credit agreement in the coming weeks.

Restructuring Plan

Today, Upwork is also announcing a restructuring plan that includes a reduction of the Company’s total workforce by approximately 24%. Upwork is taking these actions to build a more efficient operating model and position the Company for profitable growth as the nature of work evolves. The Company expects execution of the restructuring plan to be substantially complete in the fourth quarter of 2026.

In connection with these actions, the Company estimates that it will incur approximately $16 million to $23 million in pre-tax restructuring charges to its GAAP financial results, consisting primarily of severance and other one-time termination costs for the Company’s impacted workforce. Upwork expects most of these charges to be cash expenditures and to be recognized over the next two to three quarters, with the majority of these charges being recognized in the second quarter of 2026.

A message to Upwork employees from Hayden Brown, president and CEO, regarding today’s announcement is available on Upwork’s press page at https://www.upwork.com/press/releases.

Financial Guidance & Outlook

Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the second quarter of 2026 is:

•Revenue: $187 million to $193 million

•Adjusted EBITDA: $56 million to $59 million

•Diluted weighted-average shares outstanding: 130 million to 133 million

•Non-GAAP diluted EPS: $0.35 to $0.37

Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for full year 2026 is:

•Revenue: $760 million to $790 million

•Adjusted EBITDA: $250 million to $260 million

•Diluted weighted-average shares outstanding: 132 million to 135 million

•Non-GAAP diluted EPS: $1.50 to $1.55

UPWORK INC.

Key Financial and Operational Metrics

(In thousands, except percentages and basis points)

(Unaudited)

Three Months Ended March 31,

2026 2025 Change

GSV(1)

$ 987,110 $ 987,712 (0.1) %

Marketplace revenue(1)

$ 170,705 $ 166,293 3 %

Enterprise revenue(1)

$ 24,778 $ 26,413 (6) %

Gross profit $ 150,842 $ 150,900 — %

Gross profit margin 77 % 78 % -114 bps

Operating expenses $ 118,124 $ 112,210 5 %

Net income $ 31,461 $ 37,730 (17) %

Adjusted EBITDA(2)

$ 57,426 $ 56,011 3 %

Profit margin

16 % 20 % -349 bps

Adjusted EBITDA margin(2)

29 % 29 % 31 bps

Cash provided by operating activities $ 23,019 $ 36,965 (38) %

Free cash flow(2)

$ 12,905 $ 30,790 (58) %

As of March 31,

(In thousands) 2026 2025 % Change

Active clients(1)

784 812 (3) %

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

(2) An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

First Quarter 2026 Financial Results Conference Call and Webcast

Upwork will host a conference call today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss the company’s first quarter 2026 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. Please visit the Upwork Investor Relations website at investors.upwork.com/financial-information/quarterly-results to view Upwork’s first quarter 2026 earnings presentation.

Disclosure Information

We use our Investor Relations website (investors.upwork.com), our Blog (upwork.com/blog), our X handle (twitter.com/Upwork), Hayden Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert’s LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding our business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

About Upwork

Upwork Inc.’s (Nasdaq: UPWK) family of companies connects businesses with global, AI-enabled talent across every contingent work type including freelance, fractional, and payrolled. This portfolio includes the Upwork Marketplace, which connects businesses with on-demand access to highly skilled talent across the globe, and Lifted, which provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work. From Fortune 100 enterprises to entrepreneurs, businesses rely on Upwork Inc. to find and hire expert talent, leverage AI-powered work solutions, and drive business transformation. With access to professionals spanning more than 10,000 skills across AI & machine learning, software development, sales & marketing, customer support, finance & accounting, and more, the Upwork family of companies enables businesses of all sizes to scale, innovate, and transform their workforces for the age of AI and beyond.

Since its founding, Upwork Inc. has facilitated more than $30 billion in total transactions and services as it fulfills its purpose to create opportunity in every era of work. Learn more about the Upwork Marketplace at upwork.com and follow on LinkedIn, Facebook, Instagram, TikTok, and X; and learn more about Lifted at go-lifted.com and follow on LinkedIn.

Contact:

Investor Relations

investor@upwork.com

Safe Harbor:

This press release of Upwork Inc. (together with its wholly owned subsidiaries, the “Company,” “we,” “us,” or “our”) contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the second quarter and full year 2026, information or predictions concerning the future of our business or strategy, future market opportunity and market size, future products, features, or functionality, anticipated events and trends, potential growth or growth prospects, competitive position, technological and market trends, industry environment, the economy, our expectations regarding financing activities, our plans with respect to share repurchases, the expected impact and timing of cost-saving initiatives, the expected impact and timing of strategic initiatives, including the migration of customers to Lifted, our enterprise-focused subsidiary, and other future conditions.

We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not place undue reliance on such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. We make no representation that the plans, intentions, expectations, or results disclosed in these forward-looking statements will be achieved or that future events and circumstances will occur, and actual results or

events may differ materially and adversely from our expectations. The forward-looking statements are made as of the date hereof, and we do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, conform these statements to actual results, or make changes in our expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov.

Additional information will also be set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, when filed.

Upwork, Lifted, UmaTM, and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this press release are the property of Upwork. This press release may also contain additional trade names, trademarks, and service marks of other companies, including names and brands. All third-party trademarks are property of their respective owners, and any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law.

UPWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)

Three Months Ended

March 31,

2026 2025

Revenue

Marketplace

$ 170,705 $ 166,293

Enterprise

24,778 26,413

Total revenue 195,483 192,706

Cost of revenue 44,641 41,806

Gross profit 150,842 150,900

Operating expenses

Research and development 43,307 46,152

Sales and marketing 37,437 35,751

General and administrative 35,158 28,048

Provision for transaction losses 2,222 2,259

Total operating expenses 118,124 112,210

Income from operations 32,718 38,690

Other income, net 4,992 6,317

Income before income taxes 37,710 45,007

Income tax provision (6,249) (7,277)

Net income $ 31,461 $ 37,730

Net income per share:

Basic $ 0.25 $ 0.28

Diluted $ 0.24 $ 0.27

Weighted-average shares used to compute net income per share:

Basic 128,116 135,208

Diluted 135,656 142,777

UPWORK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

March 31, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 328,400 $ 294,356

Marketable securities 251,334 378,425

Funds held in escrow, including funds in transit 203,685 180,752

Trade and client receivables, net 75,911 76,236

Prepaid expenses and other current assets 23,971 21,064

Total current assets 883,301 950,833

Property and equipment, net 49,278 44,421

Goodwill 149,192 149,192

Intangible assets, net 34,231 37,161

Operating lease asset 12,656 5,011

Deferred tax asset 111,402 111,495

Other assets, noncurrent 1,892 1,467

Total assets $ 1,241,952 $ 1,299,580

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 11,092 $ 7,858

Escrow funds payable 203,685 180,752

Debt, current 360,231 359,770

Accrued expenses and other current liabilities 63,994 94,023

Deferred revenue 8,199 7,765

Total current liabilities 647,201 650,168

Operating lease liability, noncurrent 15,197 9,707

Other liabilities, noncurrent 9,927 9,390

Total liabilities 672,325 669,265

Stockholders’ equity

Common stock 12 13

Additional paid-in capital 501,066 592,599

Accumulated and other comprehensive income 139 754

Retained earnings 68,410 36,949

Total stockholders’ equity 569,627 630,315

Total liabilities and stockholders’ equity $ 1,241,952 $ 1,299,580

UPWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 31,461 $ 37,730

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for transaction losses 1,946 2,066

Depreciation and amortization 9,099 4,861

Amortization of debt issuance costs 460 460

Accretion of discount on purchases of marketable securities, net (1,850) (1,943)

Amortization of operating lease asset 397 202

Tides Foundation common stock warrant expense 188 188

Stock-based compensation expense 15,421 12,272

Deferred taxes 93 —

Changes in operating assets and liabilities:

Trade and client receivables (784) (3,535)

Prepaid expenses and other assets (3,480) (3,298)

Operating lease liability (25) 830

Accounts payable 3,124 (1,987)

Accrued expenses and other liabilities (33,466) (11,108)

Deferred revenue 435 227

Net cash provided by operating activities 23,019 36,965

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of marketable securities — (50,708)

Proceeds from maturities of marketable securities 128,326 51,380

Proceeds from sale of marketable securities — 280

Purchases of property and equipment (1,723) (2,472)

Internal-use software and platform development costs (8,391) (3,703)

Net cash provided by (used in) investing activities 118,212 (5,223)

CASH FLOWS FROM FINANCING ACTIVITIES:

Change in escrow funds payable, net 23,554 19,258

Proceeds from exercises of stock options and common stock warrants 83 652

Repurchase of common stock (107,891) (33,054)

Net cash used in financing activities (84,254) (13,144)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 56,977 18,598

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period 478,908 505,593

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period $ 535,885 $ 524,191

The following table reconciles cash, cash equivalents, and restricted cash as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of the following (in thousands):

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 328,400 $ 294,356

Restricted cash 3,800 3,800

Funds held in escrow, including funds in transit 203,685 180,752

Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 535,885 $ 478,908

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, and non-GAAP diluted EPS.

We define adjusted EBITDA as net income adjusted for stock-based compensation expense; depreciation and amortization; other income (expense), net, which includes interest expense; income tax benefit (provision); and, if applicable, certain other gains, losses, benefits, or charges that are non-cash or are significant and the result of isolated events or transactions that have not occurred frequently in the past and are not expected to occur regularly in the future. Free cash flow is defined as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software.

We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA and certain of our other non-GAAP financial measures exclude stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA and certain of our other non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; or (d) material acquisition-related deal costs. In addition, the utility of free cash flow as a measure of our liquidity is limited as it does not represent the total increase or decrease in our cash balance for a given period. Moreover, the non-GAAP financial measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this press release to their most directly comparable GAAP financial measures have been provided below, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business.

We have not reconciled our adjusted EBITDA guidance to GAAP net income or non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP net income and GAAP diluted EPS are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of our common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during the second quarter of 2026 and fiscal year 2026 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA guidance to GAAP net income and non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.

UPWORK INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except for percentages and share data)

(Unaudited)

Three Months Ended March 31,

2026 2025

Net income $ 31,461 $ 37,730

Add back (deduct):

Stock-based compensation expense 15,421 12,272

Depreciation and amortization 9,099 4,861

Other income, net

(4,992) (6,317)

Income tax provision 6,249 7,277

Other (1)

188 188

Adjusted EBITDA $ 57,426 $ 56,011

Profit margin 16 % 20 %

Adjusted EBITDA margin 29 % 29 %

Cost of revenue, GAAP $ 44,641 $ 41,806

Stock-based compensation expense (162) (187)

Cost of revenue, Non-GAAP 44,479 41,619

As a percentage of total revenue, GAAP 23 % 22 %

As a percentage of total revenue, Non-GAAP 23 % 22 %

Gross profit, GAAP $ 150,842 $ 150,900

Stock-based compensation expense 162 187

Gross profit, Non-GAAP 151,004 151,087

Gross margin, GAAP 77 % 78 %

Gross margin, Non-GAAP 77 % 78 %

Research and development, GAAP $ 43,307 $ 46,152

Stock-based compensation expense (4,805) (5,812)

Intangible amortization (2,930) (1,315)

Research and development, Non-GAAP 35,572 39,025

As a percentage of total revenue, GAAP 22 % 24 %

As a percentage of total revenue, Non-GAAP 18 % 20 %

Sales and marketing, GAAP $ 37,437 $ 35,751

Stock-based compensation expense (1,420) (1,501)

Intangible amortization

— (500)

Sales and marketing, Non-GAAP 36,017 33,750

As a percentage of total revenue, GAAP 19 % 19 %

As a percentage of total revenue, Non-GAAP 18 % 18 %

General and administrative, GAAP $ 35,158 $ 28,048

Stock-based compensation expense (9,034) (4,772)

Other (1)

(188) (188)

General and administrative, Non-GAAP 25,936 23,088

As a percentage of total revenue, GAAP 18 % 15 %

As a percentage of total revenue, Non-GAAP 13 % 12 %

Total operating expenses, GAAP $ 118,124 $ 112,210

Stock-based compensation expense (15,259) (12,085)

Intangible amortization (2,930) (1,815)

Other (1)

(188) (188)

Total operating expenses, Non-GAAP 99,747 98,122

As a percentage of total revenue, GAAP 60 % 58 %

As a percentage of total revenue, Non-GAAP 51 % 51 %

Income from operations, GAAP $ 32,718 $ 38,690

Stock-based compensation expense 15,421 12,272

Intangible amortization 2,930 1,815

Other (1)

188 188

Income from operations, Non-GAAP 51,257 52,965

Net income, GAAP $ 31,461 $ 37,730

Stock-based compensation expense 15,421 12,272

Intangible amortization 2,930 1,815

Tax effect of non-GAAP adjustments (2,695) (3,631)

Other (1)

188 188

Net income, Non-GAAP 47,305 48,374

Weighted-average shares outstanding used in computing earnings per share, GAAP

Basic (in millions) 128.1 135.2

Diluted (in millions) 135.7 142.8

Basic earnings per share, GAAP $ 0.25 $ 0.28

Diluted earnings per share, GAAP $ 0.24 $ 0.27

Weighted-average shares outstanding used in computing earnings per share, Non-GAAP

Basic (in millions) 128.1 135.2

Diluted (in millions) 135.7 142.8

Basic earnings per share, Non-GAAP $ 0.37 $ 0.36

Diluted earnings per share, Non-GAAP $ 0.35 $ 0.34

(1) During the three months ended March 31, 2026 and 2025, we incurred $0.2 million of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018.

UPWORK INC.

RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES

TO FREE CASH FLOW

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026 2025

Cash provided by operating activities $ 23,019 $ 36,965

Less: purchases of property, plant & equipment and cash outflows from internally developed software (10,114) (6,175)

Free cash flow $ 12,905 $ 30,790

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Nov. 03, 2025

Aug. 06, 2025

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 07, 2026

Entity Registrant Name

UPWORK INC.

Entity Incorporation, State or Country Code

Entity File Number

001-38678

Entity Tax Identification Number

46-4337682

Entity Address, Address Line One

530 Lytton Avenue, Suite 301

Entity Address, City or Town

Palo Alto,

Entity Address, State or Province

Entity Address, Postal Zip Code

94301

City Area Code

650

Local Phone Number

316-7500

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

UPWK

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001627475

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration