# UPWORK, INC (UPWK)

Informational only - not investment advice.

CIK: 0001627475
SIC: 7374 Services-Computer Processing & Data Preparation
SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7374 Services-Computer Processing & Data Preparation](/industry/7374/)
Latest 10-K filed: 2026-02-13
SEC page: https://www.sec.gov/edgar/browse/?CIK=1627475
Filing source: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000012/upwk-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-02-13 · accession 0001627475-26-000012 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001627475.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 787,784,000 USD | 2025 | verified |
| Net income | 115,425,000 USD | 2025 | verified |
| Assets | 1,299,580,000 USD | 2025 | verified |
| Free cash flow | 242,469,000 USD | 2025 | computed |
| Net margin | 14.65% | 2025 | computed |
| Operating margin | 16.41% | 2025 | computed |
| Revenue YoY | +2.40% | 2025 | computed |
| ROE | 18.31% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | UPWK | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | 14.7% | 5.8% | 68 | 29 |
| Operating margin | 16.4% | 7.7% | 81 | 28 |
| Revenue growth | 2.4% | 10.0% | 10 | 30 |
| FCF margin | 30.8% | 17.5% | 86 | 29 |
| ROE | 18.3% | 14.1% | 65 | 27 |
| ROA | 8.9% | 5.0% | 62 | 30 |
| Liabilities / equity | 1.06 | 1.28 | 38 | 27 |
| Current ratio | 1.46 | 1.64 | 48 | 30 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 7374 Services-Computer Processing & Data Preparation, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 787784000 | USD | 2025 | 2026-02-13 |
| Net income | 115425000 | USD | 2025 | 2026-02-13 |
| Assets | 1299580000 | USD | 2025 | 2026-02-13 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001627475.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 164,445,000 | 202,552,000 | 253,354,000 | 300,562,000 | 373,628,000 | 502,797,000 | 618,318,000 | 689,136,000 | 769,325,000 | 787,784,000 |
| Net income | -16,233,000 | -4,123,000 | -19,907,000 | -16,659,000 | -22,867,000 | -56,240,000 | -89,885,000 | 46,887,000 | 215,586,000 | 115,425,000 |
| Operating income | -14,468,000 | -3,123,000 | -11,712,000 | -18,732,000 | -22,408,000 | -54,217,000 | -92,624,000 | -11,260,000 | 65,206,000 | 129,307,000 |
| Gross profit | 101,867,000 | 137,109,000 | 171,896,000 | 212,418,000 | 269,361,000 | 367,289,000 | 457,916,000 | 518,686,000 | 595,231,000 | 613,032,000 |
| Diluted EPS |  |  |  | -0.15 | -0.19 | -0.44 | -0.69 | 0.06 | 1.52 | 0.84 |
| Operating cash flow | 3,148,000 | -4,001,000 | 13,744,000 | 1,058,000 | 22,365,000 | 10,836,000 | 11,497,000 | 52,708,000 | 153,563,000 | 248,259,000 |
| Capital expenditures | 846,000 | 1,830,000 | 3,002,000 | 10,752,000 | 6,320,000 | 1,027,000 | 1,248,000 | 692,000 | 3,528,000 | 5,790,000 |
| Share buybacks |  |  |  |  |  |  | 0.00 | 0.00 | 100,000,000 | 135,959,000 |
| Assets |  | 275,189,000 | 391,573,000 | 446,380,000 | 529,227,000 | 1,081,061,000 | 1,080,245,000 | 1,037,541,000 | 1,211,613,000 | 1,299,580,000 |
| Liabilities |  | 140,070,000 | 147,828,000 | 186,956,000 | 229,917,000 | 821,544,000 | 831,366,000 | 656,466,000 | 636,236,000 | 669,265,000 |
| Stockholders' equity | -30,131,000 | -31,367,000 | 243,745,000 | 259,424,000 | 299,310,000 | 259,517,000 | 248,879,000 | 381,075,000 | 575,377,000 | 630,315,000 |
| Cash and cash equivalents |  | 21,595,000 | 129,128,000 | 48,392,000 | 94,081,000 | 187,205,000 | 129,384,000 | 79,641,000 | 305,757,000 | 294,356,000 |
| Free cash flow | 2,302,000 | -5,831,000 | 10,742,000 | -9,694,000 | 16,045,000 | 9,809,000 | 10,249,000 | 52,016,000 | 150,035,000 | 242,469,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin | -9.87% | -2.04% | -7.86% | -5.54% | -6.12% | -11.19% | -14.54% | 6.80% | 28.02% | 14.65% |
| Operating margin | -8.80% | -1.54% | -4.62% | -6.23% | -6.00% | -10.78% | -14.98% | -1.63% | 8.48% | 16.41% |
| Return on equity |  |  | -8.17% | -6.42% | -7.64% | -21.67% | -36.12% | 12.30% | 37.47% | 18.31% |
| Return on assets |  | -1.50% | -5.08% | -3.73% | -4.32% | -5.20% | -8.32% | 4.52% | 17.79% | 8.88% |
| Liabilities / equity |  |  | 0.61 | 0.72 | 0.77 | 3.17 | 3.34 | 1.72 | 1.11 | 1.06 |
| Current ratio |  | 1.26 | 2.01 | 1.88 | 1.82 | 3.98 | 3.76 | 3.01 | 3.39 | 1.46 |

## As-reported value updates

2 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period.

Ledger: /company/UPWK/revisions/


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001627475.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q3 | 2022-09-30 |  |  | -0.19 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.15 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 |  |  | -0.03 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 175,733,000 | 16,337,000 | 0.12 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 183,934,000 | 17,374,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 190,937,000 | 18,442,000 | 0.13 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 193,129,000 | 22,220,000 | 0.17 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 193,776,000 | 27,758,000 | 0.20 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 191,483,000 | 147,166,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 192,706,000 | 37,730,000 | 0.27 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 194,939,000 | 32,726,000 | 0.24 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 201,730,000 | 29,335,000 | 0.21 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 198,409,000 | 15,634,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 195,483,000 | 31,461,000 | 0.24 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 191,660,000 | 25,404,000 | 0.20 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from UPWK's latest 10-K: [/company/UPWK/business/](/company/UPWK/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from UPWK's latest 10-K: [/company/UPWK/risk-factors/](/company/UPWK/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000047/upwk-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-08-10
Report date: 2026-06-30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Risk Factors” and the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, as well as assumptions that may never materialize or that may be proven incorrect. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors,” and in other parts of this Quarterly Report.

Overview

Upwork Inc., through its complementary, wholly owned subsidiaries, connects businesses with global, AI-enabled talent across every on-demand work type, including freelance, agency, fractional, and payrolled. Our portfolio of platforms and other workforce solutions includes the Upwork Marketplace, the world’s human and AI-powered work marketplace that connects businesses with on-demand access to highly skilled independent talent worldwide, and Lifted, our wholly owned subsidiary that provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work.

Our customers consist of both talent and clients. We define talent as those who deliver services through the Upwork Marketplace, Lifted, or other Upwork workforce solutions. We define clients as customers that seek and engage with talent through these platforms and other workforce solutions. Talent includes independent professionals and agencies of varying sizes, while clients range from small businesses and entrepreneurs to large enterprises, including Fortune 100 companies.

We measure economic activity across our portfolio of platforms and other workforce solutions using Gross Services Volume, which we refer to as GSV. GSV represents the total dollar value transacted through all Upwork platforms and other workforce solutions, including client spend for talent services. GSV also includes other client and talent value-added services, such as AI-based solutions, purchases of Connects (which are virtual tokens that are required for talent to bid on projects and purchase ads products on the Upwork Marketplace), payment processing, memberships, and currency services.

Financial Highlights

Over the past several years, we have continued to execute on our strategic initiatives designed to drive sustainable growth and profitability, and improve operational efficiency. These initiatives have centered around four key growth drivers: (i) enhancing monetization and the supply and demand characteristics of the Upwork Marketplace with new ads products and other offerings, enhancing existing offerings, and optimizing our Connects pricing model; (ii) expanding our Enterprise offerings through enhanced solutions and strategic partnerships that enable us to serve a broader range of client segments and deliver end-to-end contingent workforce solutions through Lifted; (iii) expanding our small and medium-sized business, which we refer to as SMB, offerings and support through tailored solutions such as Business Plus; and (iv) advancing our AI capabilities and AI-native experiences, including through Uma™, our proprietary AI work agent, and other AI-driven features that enhance productivity for talent and clients across the Upwork Marketplace. While the execution of these initiatives contributed to Marketplace take rate expansion for the three and six months ended June 30, 2026, GSV and active clients declined during these periods driven by the evolving impact of AI on certain categories of freelance work and on new client acquisition and retention, as well as macroeconomic uncertainty. We expect these headwinds to continue to impact GSV, active clients, and revenue in the remainder of 2026, while our cost reduction efforts are expected to support continued adjusted EBITDA growth, subject to market conditions and execution. For example, in May 2026, we initiated the 2026 Restructuring to reduce our cost structure and improve operational efficiency, which contributed to adjusted EBITDA growth despite lower revenue and net income for the three and six months ended June 30, 2026.

25

Marketplace revenue decreased to $166.9 million, or (2)%, for the three months ended June 30, 2026, as compared to $170.7 million in the same period in 2025. Marketplace revenue was relatively flat for the six months ended June 30, 2026, as compared to the same period in 2025. Marketplace take rate increased to 19.6% and 19.5% for the three and six months ended June 30, 2026, respectively, as compared to 18.5% and 18.4% in the same periods in 2025, respectively, reflecting the growing contributions from ads and monetization products.

Enterprise revenue increased to $24.8 million, or 2%, for the three months ended June 30, 2026, as compared to $24.3 million in the same period in 2025. Enterprise revenue decreased to $49.6 million, or (2)%, for the six months ended June 30, 2026, as compared to $50.7 million in the same period in 2025. Unless otherwise indicated, Enterprise results discussed herein include the results of Ascen and Bubty following the date that each was acquired by Lifted.

During the three months ended June 30, 2026, we generated net income of $25.4 million and adjusted EBITDA of $64.1 million, compared to net income of $32.7 million and adjusted EBITDA of $57.1 million during the same period in 2025. During the six months ended June 30, 2026, we generated net income of $56.9 million and adjusted EBITDA of $121.5 million, as compared to net income of $70.5 million and adjusted EBITDA of $113.1 million during the same period in 2025.

The decreases in net income of $7.3 million and $13.6 million, for the three and six months ended June 30, 2026, respectively, were primarily attributable to a decline in gross profit, reflecting higher cost of revenue driven by increased amortization of capitalized internal-use software and platform development costs for both periods, and $13.8 million in charges related to our restructuring plan announced in May 2026, which we refer to as the 2026 Restructuring.

Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with generally accepted accounting principles in the United States, which we refer to as U.S. GAAP. See “Key Financial and Operational Metrics—Non-GAAP Financial Measures” below for a definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.

Key Financial and Operational Metrics

The key financial and operational metrics that we monitor to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions were as follows, as of or for the period presented:

[[GREPCENT_TABLE]]
[["","Three Months Ended June 30,","","","","","Change","","Six Months Ended June 30,","","","","","Change"],["(In thousands, except percentages and basis points)","2026","","2025","","","","","","2026","","2025"],["GSV","$","966,439","","","$","1,002,650","","","","","","(4)","%","","$","1,952,461","","","$","1,990,363","","","","","","(2)","%"],["Marketplace revenue","$","166,858","","","$","170,660","","","","","","(2)","%","","$","337,563","","","$","336,953","","","","","","\u2014","%"],["Marketplace take rate","19.6","%","","18.5","%","","","","","109 bps","","19.5","%","","18.4","%","","","","","110 bps"],["Net income","$","25,404","","","$","32,726","","","","","","(22)","%","","$","56,865","","","$","70,456","","","","","","(19)","%"],["Adjusted EBITDA (1)","$","64,053","","","$","57,061","","","","","","12","%","","$","121,479","","","$","113,072","","","","","","7","%"]]
[[/GREPCENT_TABLE]]

26

(1) Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below for the definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.

[[GREPCENT_TABLE]]
[["","As of June 30,","","","","% Change"],["(Active clients are in thousands)","2026","","2025"],["Active clients","763","","","796","","","","","(4)","%"],["GSV per active client","$","5,230","","","$","5,002","","","","","5","%"]]
[[/GREPCENT_TABLE]]

We believe these key financial and operational metrics are useful to evaluate period-over-period comparisons of our business and in understanding our operating results, and management uses these metrics to track our performance. We expect our key metrics may fluctuate between periods due to a number of factors, including changing macroeconomic conditions; the number of Sundays (i.e., the day we have the contractual right to bill and recognize revenue for the majority of our talent service fees each week) in any given period; the lapping of significant launches of new lines of business or products, pricing changes, and other monetization efforts; and ongoing efforts to improve processes on the Upwork Marketplace, including project proposals and purchases of Connects, among others. For a discussion of limitations in the measurement of our key financial and operational metrics, see “Risk Factors—We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics may not accurately reflect certain details of our business, are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business” in Part II, Item 1A of this Quarterly Report.

Gross Services Volume (GSV)

GSV represents the total dollar value transacted through all Upwork platforms and other workforce solutions. The primary component of GSV is client spend, which we define as the total dollar amount that clients spend for talent services through such platforms and other workforce solutions. GSV also includes other client and talent value-added services, such as AI-based services, purchases of Connects, payment processing, memberships, and currency services.

Growth in the number of active clients and GSV per active client are the primary drivers of GSV.

In the third quarter of 2025, we refined our definition of GSV to better align with the continued evolution of our business model and service offerings, including as a result of Lifted’s acquisitions of Bubty B.V., which we refer to as Bubty, and Ascen Inc., which we refer to as Ascen. This change does not impact previously reported GSV amounts or affect the comparability of GSV across periods, and no historical periods have been recast.

For purposes of determining countries where we enable GSV, we include both the countries in which the clients that paid for the applicable services are located, as well as the countries in which talent that provided those services are located.

Marketplace Revenue

Marketplace revenue represents the revenue derived from the Upwork Marketplace and is the primary driver of our business. We believe Marketplace revenue provides comparability to other online marketplaces. We generate Marketplace revenue from both talent and clients. Marketplace revenue is primarily generated from talent service fees paid by talent as a percentage of the total amount talent charges clients for services accessed on the Upwork Marketplace and client marketpl

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000012/upwk-20251231.htm
Complete FY 2025 MD&A: /company/UPWK/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-02-13
Report date: 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with the sections titled “Business” and “Risk Factors” and the consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, as well as assumptions that may never materialize or that may be proven incorrect. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” and in other parts of this Annual Report.

Overview

Upwork Inc., through its complementary, wholly owned subsidiaries, connects businesses with global, AI-enabled talent across every on-demand work type, including freelance, agency, fractional, and payrolled. Our portfolio of platforms and other workforce solutions includes the Upwork Marketplace, the world’s human and AI-powered work marketplace that connects businesses with on-demand access to highly skilled independent talent worldwide, and Lifted, our wholly owned subsidiary that provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work.

Our customers consist of both talent and clients. We define talent as those who deliver services through the Upwork Marketplace, Lifted, or other Upwork workforce solutions. We define clients as customers that seek and engage with talent through these platforms and other workforce solutions. Talent includes independent professionals and agencies of varying sizes, while clients range from small businesses and entrepreneurs to large enterprises, including Fortune 100 companies.

We measure economic activity across our portfolio of platforms and other workforce solutions using GSV. GSV represents the total dollar value transacted through all Upwork platforms and other workforce solutions, including client spend for talent services. GSV also includes other client and talent value-added services, such as AI-based solutions, purchases of Connects, payment processing, memberships, and currency services. With customers in over 180 countries, our platforms and other workforce solutions enabled $4.0 billion of GSV for the years ended December 31, 2025 and 2024, and $4.1 billion for the year ended December 31, 2023.

As a global business connecting clients and talent worldwide, our GSV is generated across a diverse set of geographies. In 2025, approximately 71% of GSV was generated from U.S. clients, compared to approximately 70% and 69% in 2024 and 2023, respectively, with no other country representing more than 10% of GSV in any such year. While our client base is concentrated in the United States, our talent base is more globally distributed. Approximately 25% of GSV in 2025 and 2024 and approximately 26% in 2023 was generated from U.S. talent, making the United States our largest talent geography in each of 2025, 2024, and 2023. India and the Philippines were our next largest talent geographies in all three years.

We operate our business as one operating and reportable segment. For additional information, see “Note 15—Segment Information” in the notes to our consolidated financial statements included elsewhere in this Annual Report.

Financial Highlights for 2025

Over the past several years, we have continued to execute on our strategic initiatives designed to drive sustainable growth and profitability and improve operational efficiency. These initiatives have centered around four key growth drivers: (i) enhancing monetization and the supply and demand characteristics of the Upwork Marketplace with new ads products and other offerings, enhancing existing offerings, and optimizing our Connects pricing model; (ii) expanding our Enterprise offerings through enhanced solutions and strategic partnerships that enable us to serve a broader range of client segments and deliver end-to-end contingent workforce solutions through Lifted; (iii) expanding our small and medium-sized business, which we refer to as SMB, offerings and support through tailored solutions such as Business Plus; and (iv) advancing our AI capabilities and AI-native experiences, including through Uma, our proprietary AI assistant, and other AI-driven features that enhance productivity for talent and clients across the Upwork Marketplace.

The execution of these initiatives delivered measurable financial benefits across our business and contributed to Marketplace take rate expansion and revenue growth for the year ended December 31, 2025.

39

Marketplace revenue increased to $682.9 million, or 3%, for the year ended December 31, 2025, as compared to $662.1 million in 2024. Marketplace take rate increased to 18.7% for the year ended December 31, 2025, as compared to 18.0% in 2024, reflecting the growing contributions from ads and monetization products.

Enterprise revenue decreased to $104.9 million, or 2% for the year ended December 31, 2025, as compared to $107.2 million in 2024, largely due to the fact that we paused our efforts to acquire new Enterprise clients as we prioritize the transition to the Lifted platform. Unless otherwise indicated, Enterprise results discussed herein include results of Ascen and Bubty following the date that each was acquired by Lifted.

During the year ended December 31, 2025, we generated net income of $115.4 million, compared to net income of $215.6 million in 2024. The decrease in net income was attributable to $140.3 million non-cash income tax benefit recognized in 2024 related to the release of a valuation allowance on certain deferred tax assets, which did not occur in 2025. Adjusted EBITDA increased to $225.6 million in 2025, from $167.6 million in 2024. The increase in Adjusted EBITDA is primarily due to cost-saving measures implemented in recent years, including reduced investments in brand marketing and vendor spend and workforce reductions.

Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with generally accepted accounting principles in the United States, which we refer to as U.S. GAAP. See “Key Financial and Operational Metrics—Non-GAAP Financial Measures” below for a definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.

Key Financial and Operational Metrics

The key financial and operational metrics that we monitor to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions were as follows as of or for the periods presented:

[[GREPCENT_TABLE]]
[["","As of or for the Year Ended December 31,"],["(In thousands, except GSV per active client and percentages)","2025","","","","Change","","2024","","","","Change","","2023","","Change"],["GSV","$","4,028,386","","","","","1","%","","$","4,008,107","","","","","(3)","%","","$","4,142,252","","","1","%"],["Marketplace revenue","$","682,883","","","","","3","%","","$","662,108","","","","","13","%","","$","586,099","","","13","%"],["Marketplace take rate","18.7","%","","","","69 bps","","18.0","%","","","","265 bps","","15.4","%","","155 bps"],["Net income","$","115,425","","","","","(46)","%","","$","215,586","","","","","*","","$","46,887","","","152","%"],["Adjusted EBITDA (1)","$","225,556","","","","","35","%","","$","167,593","","","","","129","%","","$","73,134","","","*"],["Active clients","785","","","","","(6)","%","","832","","","","","(2)","%","","851","","","5","%"],["GSV per active client","$","5,129","","","","","7","%","","$","4,815","","","","","(1)","%","","$","4,867","","","(4)","%"]]
[[/GREPCENT_TABLE]]

*Not meaningful

(1)Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with U.S. GAAP. See “—Non-GAAP Financial Measures” below for the definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under U.S. GAAP.

We believe these key financial and operational metrics are useful to evaluate period-over-period comparisons of our business and in understanding our operating results, and management uses these metrics to track our performance. We expect our key metrics may fluctuate between periods due to a number of factors, including changing macroeconomic conditions; the number of Sundays (i.e., the day we have the contractual right to bill and recognize revenue for the majority of our talent service fees each week) in any given period; the lapping of significant launches of new lines of business or products, pricing changes, and other monetization efforts; and ongoing efforts to improve processes on the Upwork Marketplace, including project proposals and purchases of Connects, among others. For a discussion of limitations in the measurement of our key financial and operational metrics, see “Risk Factors—We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics may not accurately reflect certain details of our business, are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business” in Part I, Item 1A of this Annual Report.

40

Gross Services Volume (GSV)

GSV represents the total dollar value transacted through all Upwork platforms and other workforce solutions. The primary component of GSV is client spend, which we define as the total dollar amount that clients spend for talent services through such platforms and other workforce solutions. GSV also includes other client and talent value-added services, such as AI-based services, purchases of Connects, payment processing, memberships, and currency services.

Growth in the number of active clients and GSV per active client are the primary drivers of GSV.

In the third quarter of 2025, we refined our definition of GSV to better align with the continued evolution of our business model and service offerings, including as a result of Lifted’s acquisitions of Bubty and Ascen. This change does not impact previously reported GSV amounts or affect the comparability of GSV across periods, and no historical periods have been recast.

For purposes of determining countries where we enable GSV, we include both the countries in which the clients that paid for the applicable services are located, as well as the countries in which talent that provided those services are located.

Marketplace Revenue

Marketplace revenue represents the revenue derived from the Upwork Marketplace and is the primary driver of our business. We believe Marketplace revenue provides comparability to other online marketplaces. We generate Marketplace revenue from both talent and clients. Marketplace revenue is primarily generated from talent service fees paid by talent as a percentage of the total amount talent charges clients for services accessed on the Upwork Marketplace and client marketplace fees. We also generate Marketplace revenue through ads and monetization products, including purchases of Connects, talent memberships, and other services, such as foreign currency exchange when clients choose to pay in currencies other than the U.S. dollar. Additionally, we earn interest on funds held on behalf of customers, which is included in Marketplace revenue.

Marketplace Take Rate

Marketplace take rate measures the correl

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/UPWK/mda/fy2025/
All MD&A years: /company/UPWK/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/UPWK/mda/fy2024/): filed 2025-02-13; accession 0001627475-25-000011 (https://www.sec.gov/Archives/edgar/data/1627475/000162747525000011/upwk-20241231.htm)
- [FY 2023 MD&A](/company/UPWK/mda/fy2023/): filed 2024-02-15; accession 0001627475-24-000012 (https://www.sec.gov/Archives/edgar/data/1627475/000162747524000012/upwk-20231231.htm)
- [FY 2022 MD&A](/company/UPWK/mda/fy2022/): filed 2023-02-16; accession 0001627475-23-000010 (https://www.sec.gov/Archives/edgar/data/1627475/000162747523000010/upwk-20221231.htm)
- [FY 2021 MD&A](/company/UPWK/mda/fy2021/): filed 2022-02-15; accession 0001627475-22-000009 (https://www.sec.gov/Archives/edgar/data/1627475/000162747522000009/upwk-20211231.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 7374 Services-Computer Processing & Data Preparation) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity

Macro-to-micro threads including this sector: [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/UPWK.md · JSON record: /company/UPWK.json · verified financials: /company/UPWK/financials.json / /company/UPWK/financials.csv · machine TOC for the whole site: /llms.txt