UPWORK, INC
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001627475-26-000034
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001627475-26-000047
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 135 previous paragraphs and 149 current paragraphs.
94 unchanged; 33 reworded; 21 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
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.
Current report
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.
Current report
(1)For the three and six months ended June 30, 2026, we incurred $13.8 million in costs related to the 2026 Restructuring. Of this amount, $12.8 million is included in Other, while the remaining amount is allocated between “Stock-based compensation expense” and “Other Income, net”. See “Note 13—Restructuring Charges” of the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
Current report
(3)For each of 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.
Current report
During the three and six months ended June 30, 2026, GSV decreased 4% and 2%, respectively, as compared to the same periods in 2025. The decreases for both periods were primarily driven by declines in client acquisition and retention, partially offset by growth in Enterprise Solutions driven by the acquisition of Ascen.
Current report
For the three months ended June 30, 2026, total revenue was $191.7 million, representing a 2% decrease compared to the same period in 2025. For the six months ended June 30, 2026, total revenue was $387.1 million, relatively flat compared to $387.6 million in the same period in 2025.
Current report
For the three months ended June 30, 2026, Marketplace revenue decreased by $3.8 million, or 2%, compared to the same period in 2025, primarily driven by lower talent service fees and client marketplace fees reflecting a decline in active clients, partially offset by higher revenue from ads and monetization products and increased adoption of our Business Plus offering. For the six months ended June 30, 2026, Marketplace revenue was relatively flat compared to the same period in 2025, reflecting growth in ads and monetization products and increased Business Plus adoption, largely offset by lower talent service fees and client marketplace fees driven by a decline in active clients.
Current report
For the three months ended June 30, 2026, Enterprise revenue increased by $0.5 million, or 2%, compared to the same period in 2025, primarily driven by an increase in Enterprise Solutions revenue generated by the acquisition of Ascen, partially offset by decreased revenue from Managed Services reflecting reduced client spend.
Current report
For the six months ended June 30, 2026, Enterprise revenue decreased by $1.1 million, or 2%, compared to the same period in 2025, primarily driven by a decrease in Managed Services revenue reflecting reduced client spend, partially offset by Enterprise Solutions revenue generated by the acquisition of Ascen.
Current report
For the three and six months ended June 30, 2026, research and development expense decreased $0.9 million, or 2%, and $3.8 million, or 4%, respectively, compared to the same periods in 2025.
Current report
For the six months ended June 30, 2026, the decrease was primarily driven by $9.2 million of lower personnel-related costs reflecting a decline in corporate bonus expense and lower stock-based compensation expense, and $7.8 million of incremental internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $6.9 million in charges related to the 2026 Restructuring, a $3.2 million increase in amortization of intangible assets, and a $2.0 million increase in hosting costs.
Current report
For the three and six months ended June 30, 2026, sales and marketing expense decreased by $1.8 million, or 5%, and $0.1 million, respectively, compared to the same periods in 2025.
Current report
For the three months ended June 30, 2026, the decrease was primarily driven by $4.1 million of lower personnel-related costs reflecting a decline in corporate bonus expense and salaries and benefits and a $0.6 million decrease in marketing and advertising expense. These decreases were partially offset by $3.4 million in charges related to the 2026 Restructuring.
Current report
For the six months ended June 30, 2026, the decrease was primarily driven by $6.2 million of lower personnel-related costs reflecting a decline in corporate bonus expense and salaries and benefits, partially offset by $3.4 million in charges related to the 2026 Restructuring and a $3.3 million increase in marketing and advertising expense.
Current report
For the three and six months ended June 30, 2026, general and administrative expense increased by $1.2 million, or 3%, and $8.3 million, or 13%, respectively, compared to the same periods in 2025.
Current report
For the three months ended June 30, 2026, the increase was primarily driven by $3.1 million in charges related to the 2026 Restructuring and $1.4 million higher stock-based compensation expense, partially offset by $2.2 million of lower personnel-related costs primarily reflecting a decline in corporate bonus expense and a $1.4 million decrease in legal costs.
Current report
For the six months ended June 30, 2026, our income tax provision was relatively flat compared to the same period in 2025. Our effective tax rate increased to 18.5% compared to 15.6% for the same period in 2025, primarily attributable to tax deficiencies related to stock-based compensation.
Current report
In June 2026, we entered into a credit agreement, which we refer to as the Credit Agreement, that provides for a secured revolving loan, available in an amount up to $150.0 million, which we refer to as the Revolving Credit Facility, to support our ongoing liquidity and capital needs. The Credit Agreement also includes an option to increase the amount of the Revolving Credit Facility, through either an increase to the revolving loan or the incurrence of new term loans, up to an additional $50.0 million. As of June 30, 2026, no amounts were outstanding under the Revolving Credit Facility and $150.0 million of borrowing capacity was available. The Credit Agreement contains financial maintenance covenants requiring us to maintain (i) a maximum Consolidated Net Leverage Ratio (as defined in the Credit Agreement) of 2.50 to 1.00, with cash netting of up to $100.0 million, and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00, tested quarterly. The Credit Agreement also contains customary affirmative and negative covenants and events of default. As of June 30, 2026, we were in compliance with all covenants. See Note 9 to our condensed consolidated financial statements for additional information regarding the Revolving Credit Facility.
Current report
Our 0.25% convertible senior notes due 2026, which we refer to as the Notes, will mature on August 15, 2026. We intend to repay the outstanding principal and accrued interest on the Notes upon maturity using existing cash on hand and borrowings under our Revolving Credit Facility. Following the repayment of the Notes, we believe our remaining cash, cash equivalents, and marketable securities, together with cash generated from operations, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.
Current report
Revolving Credit Facility
Current report
In June 2026, we entered into the Credit Agreement providing the Revolving Credit Facility, available in an amount up to $150.0 million, which matures on June 23, 2029. As of June 30, 2026, no amounts were outstanding under the Revolving Credit Facility. See Note 9 to our condensed consolidated financial statements for additional information regarding the terms of the Credit Agreement, including interest rates, fees, and covenant requirements.
Removed paragraphs (7)
Previous report
During the three months ended March 31, 2026, we generated net income of $31.5 million, compared to net income of $37.7 million during the same period in 2025. The decrease in net income primarily reflects increased cost of revenue and operating expenses driven by our continued investment in the business, partially offset by revenue growth.
Previous report
Adjusted EBITDA was $57.4 million for the three months ended March 31, 2026, as compared to $56.0 million during the same period in 2025.
Previous report
GSV was relatively flat at $987.1 million for the three months ended March 31, 2026, compared to $987.7 million for the same period in 2025, reflecting continued softness in active client volumes offset by Ascen’s GSV.
Previous report
For the three months ended March 31, 2026, total revenue was $195.5 million, representing a 1% increase compared to the same period in 2025.
Previous report
For the three months ended March 31, 2026, Marketplace revenue increased by $4.4 million, or 3%, compared to the same period in 2025, primarily driven by higher revenue from ads and monetization products, as well as increased adoption of Business Plus.
Previous report
For the three months ended March 31, 2026, sales and marketing expense increased by $1.7 million, or 5%, compared to the same period in 2025, primarily driven by a $3.9 million increase in marketing and advertising spend, partially offset by a $2.0 million decrease in personnel-related costs.
Previous report
We believe our existing cash and cash equivalents, marketable securities, and cash flow from operations will be sufficient for at least the next 12 months to meet our requirements and plans for cash, including meeting our working capital requirements and capital expenditure requirements. Further, as of March 31, 2026, our 0.25% convertible senior notes due 2026, which we refer to as the Notes, were classified as current liabilities since their August 15, 2026 maturity date falls within 12 months of the balance sheet date, March 31, 2026. We continue to monitor conditions in the debt market and our overall liquidity position to support our capital needs and strategic objectives. As part of this ongoing assessment, we are evaluating refinancing options and other alternatives in advance of upcoming debt maturities.
Reworded paragraphs (33)
Previous wording
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.
Current wording
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.
Previous wording
The execution of these initiatives delivered measurable financial benefits across our business and contributed to Marketplace take rate expansion and revenue growth for the three months ended March 31, 2026. Marketplace revenue increased to $170.7 million, or 3%, for the three months ended March 31, 2026, as compared to $166.3 million in the same period in 2025. Marketplace take rate increased to 19.4% for the three months ended March 31, 2026, as compared to 18.3% in the same period in 2025, reflecting the growing contributions from ads and monetization products.
Current wording
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.
Previous wording
Enterprise revenue decreased to $24.8 million, or (6)%, for the three months ended March 31, 2026, as compared to $26.4 million in the same period in 2025, largely due to a reduction in client spend resulting from reduced efforts to acquire new customers as we prioritized the transition of Enterprise clients to the Lifted platform. Unless otherwise indicated, Enterprise results discussed herein include the results of Ascen and Bubty following the date that each was acquired by Lifted.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
(1)For 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.
Current wording
(2)For each of the three months ended June 30, 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, and for each of the six months ended June 30, 2026 and 2025, we incurred $0.4 million of such expense.
Previous wording
Our Enterprise Solutions offerings include access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offerings includes all client fees, subscriptions, and talent service fees. For our Enterprise Solutions offerings, we charge clients a monthly or annual subscription fee and a service fee calculated as a percentage of the client’s spend on talent services, in addition to a 10% service fee paid by talent. Additionally, clients of our Enterprise Solutions offerings can subscribe to a compliance service that includes worker classification services for an additional fee and may also choose to use the Upwork Marketplace to engage talent that were not originally sourced through the Upwork Marketplace for a lower fee percentage.
Current wording
Our Enterprise Solutions offerings include access to additional product features, premium access to top talent, professional services, custom reporting, and flexible payment terms. Revenue from our Enterprise Solutions offerings includes all client fees, subscriptions, and talent service fees. For our Enterprise Solutions offerings, we charge clients a monthly or annual subscription fee and a service fee calculated as a percentage of the client’s spend on talent services, in addition to a 10% service fee paid by talent. Additionally, clients of our Enterprise Solutions offerings can subscribe to a compliance service that includes worker classification services for an additional fee and may also choose to use the Upwork
Previous wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
The number of active clients decreased 3% as of March 31, 2026, compared to March 31, 2025, driven by slower growth in acquisition of new clients, as well as lower retention of existing clients. By contrast, GSV per active client increased 5% as of March 31, 2026, compared to March 31, 2025, reflecting increased client engagement.
Current wording
The number of active clients decreased 4% as of June 30, 2026, compared to June 30, 2025, driven by lower acquisition of new clients as well as lower retention of existing clients. By contrast, GSV per active client increased 5% as of June 30, 2026, compared to June 30, 2025, reflecting increased engagement among existing clients.
Previous wording
For the three months ended March 31, 2026, Enterprise revenue decreased by $1.6 million, or 6%, compared to the same period in 2025. This decline was primarily driven by decreases in both Managed Services revenue and Enterprise Solutions revenue, both reflecting reduced client spend resulting from reduced efforts to acquire new customers as we focused on the transition of Enterprise clients to the Lifted platform. During the three months ended March 31, 2026, we focused on supporting existing Enterprise clients, while continuing to invest in the development of Lifted, which drove improvements in year-over-year spend per active Enterprise client. Investment in the expansion of Lifted is expected to support growth in Enterprise revenue in 2026, subject to market conditions and execution.
Current wording
During the three and six months ended June 30, 2026, we focused on supporting existing Enterprise clients, while continuing to invest in the development of Lifted, which drove improvements in year-over-year spend per active Enterprise client. Investment in the expansion of Lifted is expected to support growth in Enterprise revenue for the remainder of 2026, subject to market conditions and execution.
Previous wording
For the three months ended March 31, 2026, cost of revenue increased by $2.8 million, or 7%, compared to the same period in 2025. The increase was primarily driven by a $2.9 million increase in amortization of capitalized internal-use software and platform development costs related to projects placed into service in 2025, partially offset by a $0.2 million decrease in the cost of talent services to deliver Managed Services revenue.
Current wording
For the three and six months ended June 30, 2026, cost of revenue increased by $1.9 million, or 4%, and $4.7 million, or 6%, respectively, compared to the same periods in 2025. The increases were primarily driven by increases of $2.2 million and $5.1 million, respectively, in amortization of capitalized internal-use software and platform development costs related to projects placed into service in 2025, partially offset by decreases of $0.6 million and $0.8 million, respectively, in talent services costs associated with lower Managed Services client activity. The increases in amortization reflect the Company’s continued investments in internal-use software and platform development.
Previous wording
For the three months ended March 31, 2026, gross margin decreased to 77% compared to 78% in the same period in 2025, primarily reflecting the impact of higher amortization of capitalized internal-use software and platform development costs as a percentage of revenue.
Current wording
For the three and six months ended June 30, 2026, gross margin decreased to 76% and 77%, respectively, as compared to 78% in the same periods in 2025, primarily reflecting the impact of higher amortization of capitalized internal-use software and platform development costs.
Previous wording
For the three months ended March 31, 2026, research and development expense decreased by $2.8 million, or 6%, compared to the same period in 2025, primarily driven by a $2.4 million reduction in personnel-related costs and $4.0 million of incremental internal-use software and platform development costs. These costs were partially offset by a $1.6 million increase in amortization of intangible assets and $1.0 million of higher hosting costs.
Current wording
For the three months ended June 30, 2026, the decrease was primarily driven by $6.3 million of lower personnel-related costs reflecting lower corporate bonus expense and stock-based compensation expense, and $4.3 million of incremental internal-use software and platform development costs capitalized in the period. These decreases were partially offset by $6.9 million in charges related to the 2026 Restructuring, a $1.6 million increase in amortization of intangible assets, and a $0.9 million increase in hosting costs.
Previous wording
For the three months ended March 31, 2026, general and administrative expense increased by $7.1 million, or 25%, compared to the same period in 2025, primarily driven by a $4.2 million increase in personnel-related costs, largely attributable to higher stock-based compensation, and a $2.0 million increase in contractor and professional service fees related to acquisition activities.
Current wording
For the six months ended June 30, 2026, the increase was primarily driven by $3.1 million in charges related to the 2026 Restructuring, $5.6 million of higher stock-based compensation expense, and a $1.8 million increase in contractor and professional service fees, partially offset by $2.2 million lower personnel-related costs primarily reflecting a decline in corporate bonus expense.
Previous wording
For the three months ended March 31, 2026, provision for transaction losses decreased 2%, compared to the same period in 2025, and represented approximately 1% of revenue for the three months ended March 31, 2026 and 2025.
Current wording
For the three and six months ended June 30, 2026, provision for transaction losses increased by $0.8 million and $0.7 million, respectively, compared to the same periods in 2025, representing approximately 1% of revenue for each of the three and six months ended June 30, 2026.
Previous wording
Other income, net decreased by $1.3 million, or 21%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was due to lower interest income on cash and investment balances.
Current wording
Other income, net decreased by $1.9 million, or 33%, and $3.2 million, or 27%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decreases were primarily due to lower interest income on cash and investment balances.
Previous wording
For the three months ended March 31, 2026, our income tax provision decreased by $1.0 million compared to the same period in 2025, primarily attributable to lower income before income taxes. Our effective tax rate was 16.6% for the three months ended March 31, 2026 compared to 16.2% for the same period in 2025.
Current wording
For the three months ended June 30, 2026, our income tax provision increased by $1.0 million, or 17%, compared to the same period in 2025. Our effective tax rate increased to 20.9% compared to 14.9% for the same period in 2025, primarily attributable to tax deficiencies related to stock-based compensation.
Previous wording
Our principal sources of liquidity are our cash and cash equivalents and marketable securities. Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe and the provision of additional contingent workforce solutions through Lifted and its subsidiaries. We do not make investments for trading or speculative purposes. As of March 31, 2026 and December 31, 2025, we had $328.4 million and $294.4 million in cash and cash equivalents, respectively. As of March 31, 2026 and December 31, 2025, we had $251.3 million and $378.4 million in marketable securities, respectively.
Current wording
Our principal sources of liquidity are our cash and cash equivalents, marketable securities, and available borrowings under our Revolving Credit Facility (as defined below). Our cash equivalents and marketable securities primarily consist of money market funds, commercial paper, treasury bills, corporate bonds, U.S. and foreign government securities, asset-backed securities, and other types of fixed income securities. The primary objective of our investment activities from our operating investments is to preserve principal while maximizing income without significantly increasing risk. Since our inception, our business has consisted of the operation of an online work marketplace that connects businesses with independent talent from across the globe and the provision of additional contingent workforce solutions through Lifted and its subsidiaries. We do not make investments for trading or speculative purposes. As of June 30, 2026 and December 31, 2025, we had $476.0 million and $294.4 million in cash and cash equivalents, respectively. As of June 30, 2026 and December 31, 2025, we had $138.2 million and $378.4 million in marketable securities, respectively.
Previous wording
In the long term, our ability to support our working capital and capital expenditure requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the timing and extent of spending to support research and development efforts, investments to support and scale our Enterprise offerings, including integration costs associated with recent acquisitions, the expansion of sales and marketing activities, the cost to host our platforms and other workforce solutions, the introduction of new lines of business, offerings, and services, the continuing market adoption of our offerings, any acquisitions or investments that we make in complementary businesses, products, and technologies, macroeconomic conditions, any repurchases of shares of our outstanding common stock or the Notes, and our ability to obtain equity or debt financing.
Current wording
In the long term, our ability to support our working capital and capital expenditure requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the timing and extent of spending to support research and development efforts, investments to support and scale our Enterprise offerings, including integration costs associated with recent acquisitions, the expansion of sales and marketing activities, the cost to host our platforms and other workforce solutions, the introduction of new lines of business, offerings, and services, the continuing market adoption of our offerings, any acquisitions or investments that we make in complementary businesses, products, and technologies, macroeconomic conditions, any repurchases of shares of our outstanding common stock, and our ability to obtain equity or debt financing.
Previous wording
To the extent existing cash and cash equivalents, cash from marketable securities, and cash from operations are insufficient to fund our working capital and capital expenditure requirements, or should we require additional cash for other purposes, we will need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements as we did with the offering of the Notes. If we raise additional funds by issuing equity or equity-linked securities, the ownership and economic interests of our existing stockholders will be diluted. If we raise additional financing by incurring additional indebtedness, we will be subject to additional debt service requirements and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could also be unfavorable to our equity investors. There can be no assurances that we will be able to raise additional capital on terms we deem acceptable, or at all. The inability to raise additional capital as and when required would have an adverse effect, which could be material, on our results of operations, financial condition, and ability to achieve our business objectives.
Current wording
To the extent existing cash and cash equivalents, cash from marketable securities, cash from operations, and available borrowings under our Revolving Credit Facility are insufficient to fund our working capital and capital expenditure requirements, or should we require additional cash for other purposes, we will need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership and economic interests of our existing stockholders will be diluted. If we raise additional financing by incurring additional indebtedness, we will be subject to additional debt service requirements and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could also be unfavorable to our equity investors. There can be no assurances that we will be able to raise additional capital on terms we deem acceptable, or at all. The inability to raise additional capital as and when required would have an adverse effect, which could be material, on our results of operations, financial condition, and ability to achieve our business objectives.
Previous wording
Our principal commitments consist of the Notes, future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancellable operating leases for office space.
Current wording
Our principal commitments consist of the Notes, future purchase commitments for cloud infrastructure and other services, and obligations under our non-cancelable operating leases for office space.
Previous wording
Assuming the outstanding Notes are not converted into our common stock, repurchased, or redeemed prior to maturity on August 15, 2026, (i) annual interest expense relating to the Notes will be $1.1 million for the remainder of fiscal year 2026 and (ii) principal in the amount of $361.0 million will be payable upon maturity. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026 and Capped Calls.”
Current wording
Assuming the outstanding Notes are not converted, repurchased, or redeemed prior to maturity on August 15, 2026, (i) annual interest expense relating to the Notes will be $0.4 million for the remainder of fiscal year 2026 and (ii) principal in the amount of $361.0 million will be payable upon maturity. For additional information about our Notes, see the section below titled “—Convertible Senior Notes Due 2026 and Capped Calls.”
Previous wording
In July 2024, we commenced a non-cancellable agreement for cloud infrastructure and other services that contains future purchase commitments of $40.0 million over two years, with $20.0 million in each year. As of March 31, 2026, we had $2.0 million remaining under this agreement, which expires on May 1, 2026. We expect to renew this agreement upon expiration.
Current wording
In June 2026, we entered into a non-cancelable agreement for cloud infrastructure and other services that contains future purchase commitments of $44.0 million over two years, with $22.0 million in each year. The agreement expires in May 2028.
Previous wording
As of March 31, 2026, we had total remaining purchase commitments of $4.2 million, consisting of $2.0 million under the cloud infrastructure agreement described above and $2.2 million under various other vendor agreements.
Current wording
As of June 30, 2026, we had total remaining purchase commitments of $39.7 million, consisting of $38.1 million under the cloud infrastructure agreement described above and $1.6 million under various other vendor agreements.
Previous wording
In February 2026, our board of directors authorized a share repurchase program for the repurchase of up to $300.0 million of shares of our outstanding common stock, which is referred to as the 2026 Share Repurchase Authorization, and we refer to the 2026 Share Repurchase Authorization and the 2025 Share Repurchase Authorization together as the Share Repurchase Authorizations. Under the 2026 Share Repurchase Authorization, we repurchased and subsequently retired 3.5 million shares of our common stock for an aggregate amount of $43.9 million, at an average price of $12.37 per share, in March 2026. As of March 31, 2026, we had $256.1 million available for repurchase under the 2026 Share Repurchase Authorization.
Current wording
In February 2026, our board of directors authorized a share repurchase program for the repurchase of up to $300.0 million of shares of our outstanding common stock, which is referred to as the 2026 Share Repurchase Authorization, and we refer to the 2026 Share Repurchase Authorization and the 2025 Share Repurchase Authorization together as the Share Repurchase Authorizations. Under the 2026 Share Repurchase Authorization, we repurchased and subsequently retired 3.7 million shares of our common stock for an aggregate amount of $45.7 million, at an average price of $12.31 per share, since the authorization in February 2026. As of June 30, 2026, we had $254.3 million available for repurchase under the 2026 Share Repurchase Authorization.
Previous wording
Collectively, during the three months ended March 31, 2026, we repurchased and subsequently retired 8.1 million shares of our common stock for an aggregate amount of $107.9 million at an average price of $13.28 per share, including fees associated with the repurchases and excluding excise tax, under the Share Repurchase Authorizations.
Current wording
During the three and six months ended June 30, 2026, we repurchased and subsequently retired 0.2 million and 8.3 million shares, respectively, of our common stock, for an aggregate amount of $1.8 million and $109.7 million, at an average price of $11.16 and $13.24 per share, respectively, including fees associated with the repurchases and excluding excise tax, under the Share Repurchase Authorizations.
Previous wording
As a licensed internet escrow agent, we offer escrow services to customers and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to fluctuate based on marketplace activity, and it may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As of March 31, 2026 and December 31, 2025, funds held in escrow, including funds in transit, were $203.7 million and $180.8 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.
Current wording
As a licensed internet escrow agent, we offer escrow services to customers and, as such, we are required to hold our customers’ escrowed cash and in-transit cash in trust as an asset and record a corresponding liability for escrow funds held on behalf of talent and clients on our balance sheet. We expect the balances of our funds held in escrow, including funds held in transit, and the related liability to fluctuate based on marketplace activity, and they may vary from period to period. Escrow regulations require us to cover the trust with our operating cash in the event of shortages due to the timing of cash receipts from clients for completed hourly billings. Talent submit their billings for hourly contracts to their clients on a weekly basis every Sunday, and the aggregate amount of such billings is added to escrow funds payable to talent on the same day. As of each Sunday of each week, we have not yet collected funds for hourly billings from clients as these funds are in transit. Therefore, in order to satisfy escrow funding requirements, every Sunday we match the shortage of cash in trust by restricting our own operating cash and typically collect this cash shortage from clients within the next several days. As of June 30, 2026 and December 31, 2025, funds held in escrow, including funds in transit, were $193.3 million and $180.8 million, respectively. We deposit a portion of funds held in escrow in interest-bearing checking accounts.
Previous wording
The Notes were issued in August 2021, pursuant to and subject to the terms and conditions of an indenture between us and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as trustee. The Notes are senior, unsecured obligations and bear interest at a rate of 0.25% per year, payable semiannually in arrears, and are due August 15, 2026. Upon conversion, we have an option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.
Current wording
The Notes were issued in August 2021, pursuant to and subject to the terms and conditions of an indenture between us and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as trustee. The Notes are senior, unsecured obligations and bear interest at a rate of 0.25% per year, payable semiannually in arrears, and are due August 15, 2026. Upon conversion, the Notes may be settled in cash.
Previous wording
For the three months ended March 31, 2026, net cash provided by operating activities was $23.0 million, which resulted from net income of $31.5 million, non-cash adjustments of $25.8 million, and net cash outflows of $34.2 million from changes in operating assets and liabilities.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was $69.9 million, which resulted from net income of $56.9 million, non-cash adjustments of $52.7 million, and net cash outflows of $39.7 million from changes in operating assets and liabilities.
Previous wording
For the three months ended March 31, 2025, net cash provided by operating activities was $37.0 million, which resulted from net income of $37.7 million and non-cash adjustments of $18.1 million, and net cash outflows of $18.9 million from changes in operating assets and liabilities.
Current wording
For the six months ended June 30, 2025, net cash provided by operating activities was $109.5 million, which resulted from net income of $70.5 million and non-cash adjustments of $42.8 million, and net cash outflows of $3.8 million from changes in operating assets and liabilities.
Previous wording
For the three months ended March 31, 2026, net cash provided by investing activities was $118.2 million, primarily driven by $128.3 million in proceeds from maturities of marketable securities, partially offset by $8.4 million in internal-use software and platform development costs and $1.7 million for purchases of property and equipment.
Current wording
For the six months ended June 30, 2026, net cash provided by investing activities was $221.2 million, primarily driven by $240.2 million in proceeds from maturities of marketable securities, partially offset by $17.7 million in internal-use software and platform development costs and $3.3 million for purchases of property and equipment.
Previous wording
For the three months ended March 31, 2025, net cash used in investing activities was $5.2 million, which was primarily a result of investing $50.7 million in various marketable securities, $3.7 million in internal-use software and platform development costs, and $2.5 million for purchases of property and equipment.
Current wording
For the six months ended June 30, 2025, net cash used in investing activities was $56.7 million, which was primarily a result of investing $259.1 million in various marketable securities, $20.4 million cash paid for the acquisition of Bubty, $8.2 million in internal-use software and platform development costs, and $4.9 million for purchases of property and equipment. These outflows were partially offset by $232.4 million in proceeds from maturities of marketable securities and $3.5 million in proceeds from the sale of marketable securities.
Previous wording
For the three months ended March 31, 2026, net cash used in financing activities was $84.3 million, primarily driven by $107.9 million in cash paid for repurchases under the Share Repurchase Authorizations, partially offset by a $23.6 million increase in escrow funds payable and $0.1 million in proceeds from stock option exercises.
Current wording
For the six months ended June 30, 2026, net cash used in financing activities was $96.8 million, primarily driven by $109.7 million in cash paid for repurchases under the Share Repurchase Authorizations, an increase in escrow funds payable of $11.7 million, and $1.2 million of debt issuance costs paid in connection with the Revolving Credit Facility. These outflows were partially offset by $1.6 million in proceeds received from our 2018 Employee Stock Purchase Plan, and $0.8 million in proceeds from stock option exercises.
Previous wording
For the three months ended March 31, 2025, net cash used in financing activities was $13.1 million, which was driven by $33.1 million cash paid for repurchases under the $100.0 million share repurchase program authorized by our board of directors in October 2024, partially offset by an increase in escrow funds payable of $19.3 million, and cash received from stock option exercises of $0.7 million.
Current wording
For the six months ended June 30, 2025, net cash used in financing activities was $51.5 million, which was driven by $70.9 million cash paid for repurchases under the $100.0 million share repurchase program authorized by our board of directors in October 2024, partially offset by an increase in escrow funds payable of $16.6 million, proceeds received from our 2018 Employee Stock Purchase Plan of $2.2 million, and cash received from stock option exercises of $0.7 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Marketplace to engage talent that were not originally sourced through the Upwork Marketplace for a lower fee percentage.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
These outflows were partially offset by $51.4 million in proceeds from maturities of marketable securities and $0.3 million in proceeds from the sale of marketable securities.