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1 Upwork Investor Presentation November 2025
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2 Safe Harbor Statement This presentation of Upwork Inc. (together with its wholly owned subsidiaries, the “Company,” “we,” “us,” or “our”) contains "forward-looking" statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the fourth quarter and full year 2025, information or predictions concerning the future of our business or strategy, anticipated events and trends, potential growth or growth prospects, competitive position, technological and market trends, industry environment, the economy, our plans with respect to share repurchases, the expected impact and timing of strategic initiatives, including the launch of Lifted, the Company’s enterprise-focused subsidiary, and its acquisitions of Bubty B.V., which we refer to as Bubty, and Ascen Inc., which we refer to as Ascen, and other future conditions. We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not rely on such forward-looking statements. We make no representation that the projected results will be achieved or that future events and circumstances will occur, and actual results may differ materially and adversely from our expectations. The forward-looking statements are made as of the date hereof, and we do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, conform these statements to actual results, or make changes in our expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the SEC on August 6, 2025, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, when filed. Undue reliance should not be placed on the forward-looking statements in this presentation. Neither we nor any other person makes any representation or warranty as to the accuracy or completeness of the information herein. This presentation is made solely for informational purposes. Upwork, the Upwork logo, “UmaTM, Upwork’s Mindful AI,” Lifted and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this presentation are the property of Upwork. This presentation may also contain additional trade names, trademarks, and service marks of other companies, including names, logos, 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.
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3 Companies need high quality talent for AI and other top priorities Businesses require more flexibility & speed in evolving their workforces Budgets remain under pressure Traditional staffing solutions fall short Businesses need solutions for today’s new era of work
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4 • Global talent pool, spanning >130 work categories and >10,000 skills – including ~250,000 AI experts globally • AI-powered platform makes it easy to find, manage and pay talent for complex projects • Tailored solutions for SMBs and Enterprise; customers include Microsoft, AirBnB, and Cloudflare Companies are turning to Upwork: the world’s human & AI-powered work marketplace Proven track record delivering durable, profitable growth and increasing shareholder value
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5 Upwork is the market leader, with advantages in scale, breadth of work and tailored support for businesses of all sizes • Enables $1B of customer spend (GSV) quarterly; >$30B in cumulative spend to date • Proprietary AI agent, UmaTM, delivers effortless experience for hiring, managing, and paying Industry-leading scale and innovation Larger, more complex jobs & work - including AI Larger, more complex jobs - enabled by AI • GSV from AI related work grew 53% YoY in Q3’25 - subcategories like prompt engineering growing >70% YoY • Average GSV per active client >$5,000 in Q3’25 Tailored solutions for SMBs & Enterprise • Enterprise product purpose-built to serve contingent staffing programs at large companies • SMB offering, Business Plus, grew GSV 33% QoQ in Q3’25
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6 AI-enabled platform poised for accelerating growth GSV from AI-related work up 36% year-over-year in Q3 Growing GSV •GSV over $1B grew 2% year-over-year in Q3 •Platform designed to enable long-term, complex work with GSV per active client over $5K, growing 5% year-over-year •Highest-ever revenue of $202M grew 4% year-over-year in Q3 •Marketplace take rate of 18.9% grew 63 bps year-over-year Record revenue
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7 Marketplace model drives strong profitability and free cash flow GSV from AI-related work up 36% year-over-year in Q3 Record Margins & Profitability •Record adjusted EBITDA of $59.6 million, a 38% year-over-year increase •Record adjusted EBITDA margin of 29.6% in Q3 2025 •Cash, cash equivalents and marketable securities were approximately $643M at the end of Q3 2025 •Strong free cash flow generation of $69.4M in Q3 2025 Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures and are presented for supplemental purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the appendix of this presentation. Strong Balance Sheet & Cash Generation
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8 Upwork is executing on three growth catalysts Enterprise expansion Differentiated, digital offering for contingent talent sourcing, workforce management and compliant employment. Positioned to increase wallet share with large clients and unlock the more than $650 billion Enterprise opportunity1. 1 SIA, Global Staffing Market Estimates & Forecasts November 2024 | Staffing Industry Analysts AI features & category growth Leveraging client demand for our ~250k AI experts and savvy talent pool to drive AI category growth. AI-powered features including Uma, Upwork’s Mindful AI, improve customer productivity and work outcomes. Unlock SMB TAM Attract and convert more new SMB customers with tailored solutions, such as Business Plus, and value added services to unlock the SMB market opportunity.
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9 37% YoY increase in the number of clients actively engaged in AI work in Q3 2025 AI work is the fastest-growing major category on Upwork Marketplace for multiple quarters Example client use cases: •Prompt engineering •AI integration •Generative AI modeling •Data labeling and annotation YoY increase in GSV from AI-related work in Q3 2025 - accelerating from 30% in Q2 2025 53% 45% 37% Average volume of work through Upwork from clients engaging in AI vs platform average 3x AI features and category growth
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10 Enterprise expansion Lifted accelerates ability to capture greater share of the $650B contingent workforce TAM1 ● Launched Lifted, an Upwork company, in Q3 2025 to provide a unified, best-in-class solution ready to support large enterprises’ contingent work programs. ● Upwork’s enterprise offering expanded with the acquisitions by Lifted of Bubty and Ascen ● Lifted is the only platform that serves enterprises with talent sourcing and workforce management across the full range of contingent workforce models (independent contractors, agency-of-record, employer-of-record, staff augmentation, statement of work, and outsourcing) ● Upwork’s slate of hundreds of top-tier Enterprise clients provide strong foundation for growth of this new, expanded product. 1 SIA, Global Staffing Market Estimates & Forecasts November 2024 | Staffing Industry Analysts
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11 Lifted: A singular, differentiated solution Employees Employed by the Company Contingent Labor Managed Services / BPO Staff Augmentation / Temporary Staffing Employer of Record (EOR) Agent of Record (AOR) Independent Contractors (IC) Lifted, an Upwork Company: Differentiated, integrated & digital offering for all contingent work needs Enterprise Company Identifies Need for Talent Employees Employed by the Company Contingent Labor Independent Contractors (IC) Agent of Record (AOR) Employer of Record (EOR) Staff Augmentation / Temporary Staffing Managed Services / BPO Enterprise expansion
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12 Winning Bigger with SMBs Q3 2025 highlights: • Business Plus GSV increased 33% QoQ • Business Plus active clients increased 36% QoQ in Q3 2025 • Continued to enhance the Business Plus value proposition with premium features that streamline the talent sourcing and evaluation process in Q3 2025 Attract and convert more new SMB customers with tailored solutions, such as Business Plus, and value added services to unlock the SMB market opportunity. Unlock SMB TAM
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13 Proven ability to drive durable, profitable growth and margin expansion On track to achieve 35% adjusted EBITDA margin target: • Executing disciplined cost management across every area of our business while investing in growth levers, including AI category growth and AI platform enhancements driving revenue growth • Current AI investments not yet impacting cost base, creating future margin upside • Ongoing pricing and supply/demand experimentation provide powerful future take rate expansion opportunities Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures and are presented for supplemental purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the appendix of this presentation. >10 points of margin expansion over the past two years $59.6 Q3’25$ Millions $40.0 $20.0 $10.0 $0.0 $30.0 $-2.9 29.6% Margin Adjusted EBITDA $50.0 $14.4 $60.0 $14.4 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 Q1’25 Q2’25 $31.2 $30.5 $33.3 $40.8 $43.2 $50.2 $56.0 $57.1 $14.4 $59.6 Q3'25
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14 Strong, growing free cash flow enables investments in growth levers, M&A and capital return Annual Free Cash Flow Q3’24 Q3’25 $69.4$60 $40 $0 $20 $ Millions Quarterly YoY Free Cash Flow (Q3) FY'23 FY'24 $2.8 $39.4 $139.1 $150 $100 $0 $50 $ Millions Share Repurchase Program 2024 - $100M and 8.1M shares repurchased - Offset SBC by $32M 2023 Strategic Acquisitions 2025 YTD* - $101.9M and 7.3M shares repurchased - $98.1M remaining 2024 Free cash flow is a non-GAAP financial measure and is presented for supplemental purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the appendix of this presentation. *As of September 30, 2025. Strategic use of cash to drive long-term shareholder value: • M&A • Share repurchases expected to fully offset dilution from SBC FY'22 $56.8 2025
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15 Q3’25 $59.6M $69.4M 19.8% Adjusted EBITDA Take RateFree Cash Flow GSV Revenue GAAP Gross Margin $1,017.7M $201.7M 77.3% All-time highs in revenue and adjusted EBITDA +2% year-over-year +4% year-over-year 29.6% adj. EBITDA margin “GSV,” “Adjusted EBITDA,” “Free Cash Flow,” and “Take Rate” are defined in the definitions section of this presentation. Adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow conversion rate are non-GAAP financial measures and are presented for supplemental purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the appendix of this presentation. For more information regarding our third quarter 2025 results, please refer to our press release dated November 3, 2025 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, when filed. -32 bps year-over-year +2% year-over-year116% FCF/adj. EBITDA
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16 Appendix + Definitions
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17 UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue Marketplace $ 174,572 $ 167,337 $ 511,525 $ 498,453 Enterprise 27,158 26,439 77,850 79,389 Total revenue 201,730 193,776 589,375 577,842 Cost of revenue 45,843 43,408 131,081 131,453 Gross profit 155,887 150,368 458,294 446,389 Operating expenses Research and development 47,494 50,411 138,489 155,792 Sales and marketing 34,985 46,093 107,407 141,277 General and administrative 41,257 31,276 104,964 93,201 Provision for transaction losses 2,393 1,795 6,421 4,496 Total operating expenses 126,129 129,575 357,281 394,766 Income from operations 29,758 20,793 101,013 51,623 Other income, net 5,917 8,091 18,112 20,433 Income before income taxes 35,675 28,884 119,125 72,056 Income tax provision (6,340) (1,126) (19,334) (3,636) Net income $ 29,335 $ 27,758 $ 99,791 $ 68,420
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18 UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) (In thousands, except for per share data) (Unaudited) Net income per share: Basic $ 0.22 $ 0.21 $ 0.75 $ 0.51 Diluted $ 0.21 $ 0.20 $ 0.72 $ 0.50 Weighted-average shares used to compute net income per share: Basic 131,987 132,603 133,114 133,404 Diluted 139,666 139,294 140,910 140,552 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30,
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19 September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 260,838 $ 305,757 Marketable securities 382,259 316,344 Funds held in escrow, including funds in transit 211,373 195,736 Trade and client receivables, net 76,433 75,490 Prepaid expenses and other current assets 18,048 17,727 Total current assets 948,951 911,054 Property and equipment, net 40,373 30,056 Goodwill 150,471 121,064 Intangible assets, net 39,656 12,989 Operating lease asset 5,188 5,752 Deferred tax asset 125,065 128,779 Other assets, noncurrent 1,505 1,919 Total assets $ 1,311,209 $ 1,211,613 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 8,514 $ 6,128 Escrow funds payable 211,373 195,736 Debt, current 359,310 — Accrued expenses and other current liabilities 73,336 59,300 Deferred revenue 7,943 7,269 Total current liabilities 660,476 268,433 Debt, noncurrent — 357,928 Operating lease liability, noncurrent 10,131 9,567 Other liabilities, noncurrent 12,476 308 Total liabilities 683,083 636,236 UPWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
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20 UPWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) (In thousands) (Unaudited) Stockholders’ equity Common stock 13 14 Additional paid-in capital 605,931 653,575 Accumulated and other comprehensive income 867 264 Accumulated deficit 21,315 (78,476) Total stockholders’ equity 628,126 575,377 Total liabilities and stockholders’ equity $ 1,311,209 $ 1,211,613 September 30, 2025 December 31, 2024
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21 UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 29,335 $ 27,758 $ 99,791 $ 68,420 Adjustments to reconcile net income to net cash provided by operating activities: Provision for transaction losses 2,113 1,100 5,707 3,533 Depreciation and amortization 7,946 3,668 18,686 10,443 Amortization of debt issuance costs 460 460 1,381 1,381 Accretion of discount on purchases of marketable securities, net (2,195) (2,272) (5,699) (10,431) Amortization of operating lease asset 179 722 564 2,428 Tides Foundation common stock warrant expense 188 188 563 563 Stock-based compensation expense 19,789 18,578 48,038 54,758 Deferred taxes (2,463) — (399) — Changes in operating assets and liabilities: Trade and client receivables (1) (2,014) 4,851 (1,654) (236) Prepaid expenses and other assets 3,378 2,665 40 (2,468) Operating lease liability (208) (1,086) 600 (4,215) Accounts payable 4,571 (160) (504) 541 Accrued expenses and other liabilities 13,866 6,480 16,777 (367) Deferred revenue 134 (1,988) 667 (9,369) Net cash provided by operating activities 75,079 60,964 184,558 114,981 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30,
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22 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities (106,7 91) (40,20 5) (365,9 39) (234,5 04) Proceeds from maturities of marketable securities 70,314 43,423 302,72 5 365,26 9 Proceeds from sale of marketable securities 64 3,027 3,601 38,421 Acquisition of business, net of cash acquired (39,43 6) — (59,84 6) — Purchases of property and equipment (482) (1,204) (5,335) (1,979) Internal-use software and platform development costs (5,166) (2,963) (13,37 6) (8,600) Net cash (used in) provided by investing activities (81,49 7) 2,078 (138,1 70) 158,607
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23 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): UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) (1) We elected to change the presentation of certain cash flows on our Consolidated Statement of Cash Flow, reclassifying the change in Trade and client receivables, related to amounts received on behalf of talent to fund their escrow account, from operating activities to financing activities. Prior period comparative amounts have been recast to conform to the current period presentation. CASH FLOWS FROM FINANCING ACTIVITIES: Change in escrow funds payable, net (1) 6,451 36,810 23,025 32,008 Proceeds from exercises of stock options and common stock warrants 76 1,165 729 1,935 Proceeds from employee stock purchase plan — — 2,199 2,917 Repurchase of common stock (31,001) — (101,923 ) (100,000 ) Net cash (used in) provided by financing activities (24,474) 37,975 (75,970) (63,140) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (30,892) 101,017 (29,582) 210,448 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period 506,903 405,849 505,593 296,418 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period $ 476,011 $ 506,866 $ 476,011 $ 506,866 September 30, 2025 December 31, 2024 Cash and cash equivalents $ 260,838 $ 305,757 Restricted cash 3,800 4,100 Funds held in escrow, including funds in transit 211,373 195,736 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 476,011 $ 505,593 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024
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24 UPWORK INC. RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cash provided by operating activities $ 75,079 $ 60,964 $ 184,558 $ 114,981 Less: purchases of property, plant & equipment and cash outflows from internally developed software (5,648) (4,167) (18,711) (10,579) Free cash flow $ 69,431 $ 56,797 $ 165,847 $ 104,402
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25 UPWORK INC. RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (In thousands) (Unaudited) Cash provided by operating activities $ 153,563 $ 52,708 $ 11,497 Less: purchases of property, plant & equipment and cash outflows from internally developed software (14,444) (13,351) (8,733) Free cash flow $ 139,119 $ 39,357 $ 2,764 2022 Twelve Months Ended December 31, 20232024
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26 (1) During the three months ended December 31, 2024, we recognized a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets. (2) For all periods presented, 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. (3) During the three months ended December 31, 2024, we incurred $19.2 million in costs related to the execution of the Restructuring Plan, that was announced in October 2024 . Of this amount, $18.4 million is included in Other, while the remaining amount is allocated between stock-based compensation expense and Other income, net. (4) During the three months ended June 30, 2025 and September 30, 2025, we incurred $2.5 million and $1.9 million acquisition-related costs in connection with our business combinations of Ascen Inc. and Bubty B.V. These costs primarily consist of legal, accounting, and other professional fees, and are recorded in general and administrative expenses in the condensed consolidated statements of operations. Beginning in the second quarter of 2025, we included acquisition-related costs as an add-back to net income in the reconciliation to adjusted EBITDA. Acquisition-related costs incurred in prior periods were deemed immaterial and therefore not included as an add-back to adjusted EBITDA. September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 Net income $ 29,335 $32,726 $ 37,730 $ 147,166 $ 27,758 $22,220 $ 18,442 $ 17,374 $ 16,337 Add back (deduct): Stock-based compensation expense 19,789 15,977 12,272 13,633 18,578 19,238 16,942 18,047 17,811 Depreciation and amortization 7,946 5,879 4,861 4,370 3,668 3,629 3,146 3,808 1,763 Other income, net (1) (5,917) (5,878) (6,317) (4,788) (8,091) (5,620) (6,722) (7,389) (5,766) Income tax (benefit) provision (1) 6,340 5,717 7,277 (128,795) 1,126 1,181 1,329 (1,557) 895 Other (2)(3)(4) 2,134 2,640 188 18,620 188 187 188 187 188 Adjusted EBITDA $ 59,627 $57,061 $ 56,011 $ 50,206 $ 43,227 $40,835 $ 33,325 $ 30,470 $ 31,228 Profit margin 15 % 17 % 20 % 77 % 14 % 12 % 10 % 9 % 9 % Adjusted EBITDA margin 30 % 29 % 29 % 26 % 22 % 21 % 17 % 17 % 18 % UPWORK INC. RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA (In thousands) (Unaudited)
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27 Key Definitions Active Clients We define an active client as a client that has had spend activity on any Upwork platform or other workforce solution during the 12 months preceding the date of measurement. Adjusted EBITDA 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. Gross Services Volume (GSV) Gross services volume, or GSV, represents the total dollar value transacted through all Upwork platforms and other workforce solutions. GSV per Active Client GSV per active client is calculated by dividing total GSV during the four quarters ended on the date of measurement by the number of active clients on the date of measurement. Enterprise Revenue We define Enterprise revenue as revenue from our Enterprise offerings, which primarily consist of Enterprise Solutions and Managed Services. Free Cash Flow We define free cash flow as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software. Connects Virtual tokens that are required for talent to bid on projects and purchase ads products on the Upwork Marketplace.
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28 Marketplace take rate measures the correlation between Marketplace revenue and Marketplace GSV and is calculated by dividing Marketplace revenue by Marketplace GSV. Marketplace Revenue Marketplace revenue represents the revenue derived from the Upwork Marketplace, including all offerings other than our Enterprise offerings. Marketplace Take Rate Take Rate We define take rate as total revenue divided by total GSV. Key Definitions
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29 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. About Upwork Contact: investor@upwork.com 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.
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30 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 presentation, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow conversion rate. We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; or (d) material acquisition-related deal costs. In addition, the non-GAAP financial measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this presentation to their most directly comparable GAAP financial measures have been provided in the financial statement tables included in this presentation, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business. Non-GAAP Financial Measures