Earnings release
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Exhibit 99.1 Upwork Reports Third Quarter 2026 Financial Results Lifted, an Upwork company, acquires WorkMotion, a leading employer of record (EOR) Third quarter revenue of $185.6 million and GAAP net income of $31.8 million Third quarter adjusted EBITDA of $63.8 million or 34.4% adjusted EBITDA margin PALO ALTO, Calif. – November 2, 2026 – Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the third quarter of 2026. "In the third quarter, Upwork executed strongly as our strategic growth pillars continued to gain momentum," said Hayden Brown, president and CEO of Upwork Inc. "We are doubling down on our enterprise strategy with Lifted’s acquisition of WorkMotion, a leading Berlin-based EOR, to capture growing global demand. At the same time, the launch of Upwork’s MCP server is opening our marketplace to AI agents as a new class of client, and today we launched Upwork Now so clients can find talent to start work right away. Both mark a transformational shift toward making Upwork a capability wherever work begins. Combined with continued growth of our higher-margin products and high-value customers, we’re well positioned to capture new opportunities while continuing to drive strong, profitable growth." “Our focus remains squarely on sustained profitability and disciplined execution across our growth pillars,” said Erica Gessert, CFO of Upwork Inc. “Our strong free cash flow profile and durable, high-margin business model give us the financial flexibility to navigate evolving market dynamics while delivering consistent long-term value.” Third Quarter 2026 Financial Highlights • GSV of $914.1 million • Revenue of $185.6 million • Active clients of 717,000 • GSV per active client of $5,418, an increase of 8% year-over-year • GAAP Net income was $31.8 million, an increase of 8% year-over-year • GAAP Diluted earnings per share was $0.25, compared to diluted earnings per share of $0.21 in the third quarter of 2025 • Adjusted EBITDA was $63.8 million, up 7% year-over-year • Cash provided by operating activitieswas $65.9 million, compared to cash provided by operating activities of $75.1 million in the third quarter of 2025 • Free cash flow was $53.9 million, compared to free cash flow of $69.4 million in the third quarter of 2025 Third Quarter 2026 and Recent Operational Highlights Building the World’s Human and AI-Powered Work Marketplace * The Upwork Model Context Protocol (MCP) server has seen rapid growth in adoption and usage among clients and freelancers. Weekly active users have increased 20x since the launch in August, while AI agents have made nearly 50 million requests, driving more than $3 million in estimated annualized Connects revenue. (1) (1) (1) (2) (2)
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* Launched the public beta of Upwork Now, which connects clients with freelancers who are online and ready to start working immediately. Upwork Now is also available through the MCP server, so people and their AI agents can bring in those freelancers the moment a need arises and without leaving their AI workflow. Growing AI Work on the Marketplace * GSV from freelancers with AI-skills reached an estimated annualized run rate of nearly $450 million in Q3 2026. * GSV from freelancers with AI-skills increased 55% year-over-year in Q3 2026. Winning Bigger with SMB * Q3 2026 GSV from the Business Plus offering for SMBs increased 13% quarter-over-quarter and 132% year-over- year. * Q3 2026 Business Plus active clients grew 9% quarter-over-quarter and 154% year-over-year. * 40% of active clients on Business Plus in Q3 2026 had their first Upwork spend on Business Plus, signaling strong product-market fit. Unlocking the Enterprise Opportunity * We continue to make strong progress on the migration of Enterprise customers to the Lifted platform. * Accelerated Lifted’s go-to-market momentum by signing three new logos, expanding the pipeline, and earning recognition as a leader in Everest Group’s Contractor of Record (CoR) and Contingent Employer of Record (CEoR) Solutions PEAK Matrix® Assessment for 2026. * Building on the success of Ascen, Lifted acquired WorkMotion who will directly employ contingent talent across more than 30 countries. The acquisition is expected to strengthen our Enterprise offering, reduce third-party EOR dependency, and deliver more consistent pricing and experiences for global clients. Financial Guidance & Outlook Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the fourth quarter of 2026 is: • Revenue: $169 million to $177 million • Adjusted EBITDA: $51 million to $55 million • Diluted weighted-average shares outstanding: 125 million to 128 million • Non-GAAP diluted EPS: $0.30 to $0.32 Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for full year 2026 is: • Revenue: $742 million to $750 million • Adjusted EBITDA: $236 million to $240 million • Diluted weighted-average shares outstanding: 131 million to 133 million • Non-GAAP diluted EPS: $1.45 to $1.47 Chief Financial Officer Transition
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The Company also announced that Erica Gessert, Upwork’s CFO since April 2023, will step down as CFO on January 1, 2027 and remain with the Company in an advisory role for several months. Peter Sanborn, currently Upwork’s Chief Business Officer, has been appointed Upwork’s next CFO. “Erica has been an exceptional business partner and financial leader for Upwork, and the Board and I are deeply grateful for her contributions,” said Brown. “During her tenure, Erica helped Upwork deliver record revenue and profitability, expand margins, strengthen cash generation, and manage our capital allocation strategy to drive value for our shareholders. She also developed a deep and talented finance team, hence the appointment of Peter Sanborn as our next CFO.” “Peter has played an important role in shaping Upwork’s strategy, expanding our partnerships, establishing the new Lifted business, and bringing Upwork to more customers," Brown continued. His experience across finance, strategy, corporate development, IR, investing, and partnerships, together with his deep understanding of Upwork’s market, customers, and long- term opportunity, make him well positioned to lead our finance team. All of us at Upwork wish Erica the very best and congratulate Peter on his new role.” “It has been professionally and personally rewarding to serve as Upwork’s CFO, and I’m proud of all that we have accomplished together,” said Gessert. “With the growth pillars we’ve put in place across Business Plus, AI, and Lifted, as well as the operational discipline we’ve put in place, Upwork has a bright future with tremendous optionality. I’m especially thankful to Hayden, the Board, and to my colleagues across Upwork for their partnership. I look forward to supporting a smooth transition to Peter and to watching Upwork achieve even greater success.”
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UPWORK INC. Key Financial and Operational Metrics (In thousands, except percentages and basis points) (Unaudited) Three Months Ended September30, Nine Months Ended September30, 2026 2025 Change 2026 2025 Change GSV $ 914,064 $ 1,016,679 (10.1)% $ 2,866,539 $ 3,007,053 (4.7)% Marketplacerevenue $ 159,321 $ 174,572 (9)% $ 496,884 $ 511,525 (3)% Enterprise revenue $ 26,278 $ 27,158 (3)% $ 75,858 $ 77,850 (3)% Gross profit $ 141,295 $ 155,887 (9)% $ 438,509 $ 458,294 (4)% Gross profit margin 76 % 77 % -115 bps 77 % 78 % -120 bps Operating expenses $ 106,702 $ 126,129 (15)% $ 343,061 $ 357,281 (4)% Net income $ 31,810 $ 29,335 8 % $ 88,675 $ 99,791 (11)% Adjusted EBITDA $ 63,789 $ 59,627 7 % $ 185,268 $ 172,699 7 % Profit margin 17 % 15 % 260 bps 15 % 17 % -145 bps Adjusted EBITDAmargin 34 % 30 % 481 bps 32 % 29 % 305 bps Cash provided byoperating activities $ 65,947 $ 75,079 (12)% $ 135,840 $ 184,558 (26)% Free cash flow $ 53,854 $ 69,431 (22)% $ 102,697 $ 165,847 (38)% As of September 30, (In thousands) 2026 2025 % Change Active clients 717 794 (10)% See Key Definitions in our third quarter 2026 earnings presentation. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the “Non- GAAP Financial Measures" section and the subsequent tables at the end of this press release. Third Quarter 2026 Financial Results Conference Call and Webcast Upwork will host a conference call today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss the company’s third quarter 2026 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. Please visit the Upwork Investor Relations website at investors.upwork.com/financial- information/quarterly-results to view Upwork’s third quarter 2026 earnings presentation. Disclosure Information We use our Investor Relations website (investors.upwork.com), our Blog (upwork.com/blog), our X handle (twitter.com/Upwork), Hayden Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert’s LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding our business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD. About Upwork Upwork Inc.’s (Nasdaq: UPWK) family of companies connects businesses with global, AI-enabled talent across every contingent worker classification. 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, (1) (1) (1) (2) (2) (2) (1) (1) (2)
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Facebook, Instagram, TikTok, and X; and learn more about Lifted at go-lifted.com and follow on LinkedIn. Contact: Investor Relations investor@upwork.com Safe Harbor: This press release of Upwork Inc. (together with its wholly owned subsidiaries, the “Company,” “we,” “us,” or “our”) contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the fourth quarter and full year 2026, information or predictions concerning the future of our business or strategy, future market opportunity and market size, future products, features, or functionality, including our MCP server and other AI-enabled offerings, 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 acquisition of WorkMotion Software GmbH by a subsidiary of the Company, or cost-saving initiatives, and other future conditions. We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not place undue reliance on such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. We make no representation that the plans, intentions, expectations, or results disclosed in these forward-looking statements will be achieved or that future events and circumstances will occur, and actual results or events may differ materially and adversely from our expectations. The forward-looking statements are made as of
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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, 2026, filed with the SEC on August 10, 2026, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended September 30, 2026, when filed. Upwork, Lifted, Uma , and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this press release are the property of Upwork. This press release may also contain additional trade names, trademarks, and service marks of other companies, including names and brands. All third-party trademarks are property of their respective owners, and any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. TM
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UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) (Unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2026 2025 2026 2025 Revenue Marketplace $ 159,321 $ 174,572 $ 496,884 $ 511,525 Enterprise 26,278 27,158 75,858 77,850 Total revenue 185,599 201,730 572,742 589,375 Cost of revenue 44,304 45,843 134,233 131,081 Gross profit 141,295 155,887 438,509 458,294 Operating expenses Research and development 34,889 47,494 122,090 138,489 Sales and marketing 33,832 34,985 106,183 107,407 General and administrative 36,805 41,257 108,841 104,964 Provision for transaction losses 1,176 2,393 5,947 6,421 Total operating expenses 106,702 126,129 343,061 357,281 Income from operations 34,593 29,758 95,448 101,013 Other income, net 3,951 5,917 12,909 18,112 Income before income taxes 38,544 35,675 108,357 119,125 Income tax provision (6,734) (6,340) (19,682) (19,334) Net income $ 31,810 $ 29,335 $ 88,675 $ 99,791 Net income per share: Basic $ 0.25 $ 0.22 $ 0.71 $ 0.75 Diluted $ 0.25 $ 0.21 $ 0.69 $ 0.72 Weighted-average shares used to compute net income pershare: Basic 125,103 131,987 125,701 133,114 Diluted 128,261 139,666 131,383 140,910
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UPWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) September 30, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 227,986 $ 294,356 Marketable securities 76,346 378,425 Funds held in escrow, including funds in transit 164,606 180,752 Trade and client receivables, net 79,315 76,236 Prepaid expenses and other current assets 19,651 21,064 Total current assets 567,904 950,833 Property and equipment, net 61,625 44,421 Goodwill 149,192 149,192 Intangible assets, net 28,388 37,161 Operating lease asset 11,773 5,011 Deferred tax asset 108,305 111,495 Other assets, noncurrent 3,910 1,467 Total assets $ 931,097 $ 1,299,580 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 9,336 $ 7,858 Escrow funds payable 164,606 180,752 Debt, current — 359,770 Accrued expenses and other current liabilities 69,725 94,023 Deferred revenue 8,620 7,765 Total current liabilities 252,287 650,168 Operating lease liability, noncurrent 13,514 9,707 Other liabilities, noncurrent 11,271 9,390 Total liabilities 277,072 669,265 Stockholders’ equity Common stock 13 13 Additional paid-in capital 528,633 592,599 Accumulated other comprehensive (loss) income (245) 754 Retained earnings 125,624 36,949 Total stockholders’ equity 654,025 630,315 Total liabilities and stockholders’ equity $ 931,097 $ 1,299,580
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UPWORK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months EndedSeptember 30, Nine Months Ended September30, 2026 2025 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 31,810 $ 29,335 $ 88,675 $ 99,791 Adjustments to reconcile net income to net cash provided by operating activities: Provision for transaction losses 876 2,113 4,993 5,707 Depreciation and amortization 11,353 7,946 29,232 18,686 Amortization of debt issuance costs 409 460 1,330 1,381 Accretion of discount on purchases of marketable securities, net (238) (2,195) (3,017) (5,699) Amortization of operating lease asset 444 179 1,280 564 Tides Foundation common stock warrant expense 188 188 563 563 Stock-based compensation expense 9,173 19,789 38,717 48,038 Deferred taxes 1,555 (2,463) 3,190 (399) Loss on disposal of fixed assets — — 178 — Changes in operating assets and liabilities: Trade and client receivables (1,352) (2,014) (2,741) (1,654) Prepaid expenses and other assets 5,827 3,378 192 40 Operating lease liability (697) (208) (1,253) 600 Accounts payable 2,311 4,571 1,466 (504) Accrued expenses and other liabilities 4,244 13,866 (27,820) 16,777 Deferred revenue 44 134 855 667 Net cash provided by operating activities 65,947 75,079 135,840 184,558 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities — (106,791) — (365,939) Proceeds from maturities of marketable securities 61,890 70,314 302,111 302,725 Proceeds from sale of marketable securities — 64 1,986 3,601 Purchase of equity investment (250) — (250) — Acquisition of business, net of cash acquired — (39,436) — (59,846) Purchases of property and equipment (4,152) (482) (7,493) (5,335) Internal-use software and platform development costs (7,941) (5,166) (25,650) (13,376) Net cash provided by (used in) investing activities 49,547 (81,497) 270,704 (138,170) CASH FLOWS FROM FINANCING ACTIVITIES: Change in escrow funds payable, net (31,237) 6,451 (19,553) 23,025 Proceeds from exercises of stock options and common stock warrants 24 76 793 729 Proceeds from employee stock purchase plan — — 1,646 2,199 Repayment of convertible senior notes (360,998) — (360,998) — Repurchase of common stock — (31,001) (109,725) (101,923) Payment of debt issuance costs — — (1,223) — Net cash used in financing activities (392,211) (24,474) (489,060) (75,970) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (276,717) (30,892) (82,516) (29,582) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period 673,109 506,903 478,908 505,593 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period $ 396,392 $ 476,011 $ 396,392 $ 476,011 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): September 30, 2026 December 31, 2025 Cash and cash equivalents $ 227,986 $ 294,356 Restricted cash 3,800 3,800 Funds held in escrow, including funds in transit 164,606 180,752 Total cash, cash equivalents, and restricted cash as shown in the condensedconsolidated statement of cash flows $ 396,392 $ 478,908
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Non-GAAP Financial Measures To supplement our condensed consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, and non-GAAP diluted EPS. We define adjusted EBITDA as net income adjusted for stock-based compensation expense; depreciation and amortization; other income (expense), net, which includes interest expense; income tax benefit (provision); and, if applicable, certain other gains, losses, benefits, or charges that are non-cash or are significant and the result of isolated events or transactions that have not occurred frequently in the past and are not expected to occur regularly in the future. Free cash flow is defined as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software. We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA and certain of our other non-GAAP financial measures exclude stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA and certain of our other non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; or (d) material acquisition-related deal costs. In addition, the utility of free cash flow as a measure of our liquidity is limited as it does not represent the total increase or decrease in our cash balance for a given period. Moreover, the non-GAAP financial measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this press release to their most directly comparable GAAP financial measures have been provided below, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business. We have not reconciled our adjusted EBITDA guidance to GAAP net income or non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP net income and GAAP diluted EPS are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of our common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during the fourth quarter of 2026 and fiscal year 2026 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA guidance to GAAP net income and non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.
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UPWORK INC. RECONCILIATION OF GAAP TO NON-GAAP RESULTS (In thousands, except for percentages and share data) (Unaudited)
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Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net income $ 31,810 $ 29,335 $ 88,675 $ 99,791 Add back (deduct): Stock-based compensation expense 9,173 19,789 38,717 48,038 Depreciation and amortization 11,353 7,946 29,232 18,686 Other income, net (3,951) (5,917) (12,909) (18,112) Income tax provision 6,734 6,340 19,682 19,334 Other 8,670 2,134 21,871 4,962 Adjusted EBITDA $ 63,789 $ 59,627 $ 185,268 $ 172,699 Profit margin 17 % 15 % 15 % 17 % Adjusted EBITDA margin 34 % 30 % 32 % 29 % Cost of revenue, GAAP $ 44,304 $ 45,843 $ 134,233 $ 131,081 Stock-based compensation expense (74) (193) (324) (580) Other (1) — (271) — Cost of revenue, Non-GAAP 44,229 45,650 133,638 130,501 As a percentage of total revenue, GAAP 24 % 23 % 23 % 22 % As a percentage of total revenue, Non-GAAP 24 % 23 % 23 % 22 % Gross profit, GAAP $ 141,295 $ 155,887 $ 438,509 $ 458,294 Stock-based compensation expense 74 193 324 580 Other 1 — 271 — Gross profit, Non-GAAP 141,370 156,080 439,104 458,874 Gross margin, GAAP 76 % 77 % 77 % 78 % Gross margin, Non-GAAP 76 % 77 % 77 % 78 % Research and development, GAAP $ 34,889 $ 47,494 $ 122,090 $ 138,489 Stock-based compensation expense (2,598) (6,101) (10,269) (17,528) Intangible amortization (2,930) (3,067) (8,772) (5,697) Other (2,442) — (8,909) — Research and development, Non-GAAP 26,919 38,326 94,140 115,264 As a percentage of total revenue, GAAP 19 % 24 % 21 % 23 % As a percentage of total revenue, Non-GAAP 15 % 19 % 16 % 20 % Sales and marketing, GAAP $ 33,832 $ 34,985 $ 106,183 $ 107,407 Stock-based compensation expense (959) (1,615) (3,700) (4,790) Intangible amortization — (403) — (1,236) Other (302) — (3,439) — Sales and marketing, Non-GAAP 32,571 32,967 99,044 101,381 As a percentage of total revenue, GAAP 18 % 17 % 19 % 18 % As a percentage of total revenue, Non-GAAP 18 % 16 % 17 % 17 % General and administrative, GAAP $ 36,805 $ 41,257 $ 108,841 $ 104,964 Stock-based compensation expense (5,542) (11,880) (24,424) (25,140) Other (7,567) (2,134) (10,893) (4,962) General and administrative, Non-GAAP 23,696 27,243 73,524 74,862 As a percentage of total revenue, GAAP 20 % 20 % 19 % 18 % As a percentage of total revenue, Non-GAAP 13 % 14 % 13 % 13 % Total operating expenses, GAAP $ 106,702 $ 126,129 $ 343,061 $ 357,281 Stock-based compensation expense (9,099) (19,596) (38,393) (47,458) Intangibleamortization (2930) (3470) (8772) (6933) (1) (1) (1) (1)(2)(3)(4) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1)(2)(3)(4) (1)
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Intangible amortization (2,930) (3,470) (8,772) (6,933) Other (10,311) (2,134) (23,241) (4,962) Total operating expenses, Non-GAAP 84,362 100,929 272,655 297,928 As a percentage of total revenue, GAAP 57 % 63 % 60 % 61 % As a percentage of total revenue, Non-GAAP 45 % 50 % 48 % 51 % Income from operations, GAAP $ 34,593 $ 29,758 $ 95,448 $ 101,013 Stock-based compensation expense 9,173 19,789 38,717 48,038 Intangible amortization 2,930 3,470 8,772 6,933 Other 10,312 2,134 23,690 4,962 Income from operations, Non-GAAP 57,008 55,151 166,627 160,946 Net income, GAAP $ 31,810 $ 29,335 $ 88,675 $ 99,791 Stock-based compensation expense 9,173 19,789 38,717 48,038 Intangible amortization 2,930 3,470 8,772 6,933 Tax effect of non-GAAP adjustments (2,959) (4,897) (8,864) (13,613) Other 10,312 2,134 23,690 4,962 Net income, Non-GAAP 51,266 49,831 150,990 146,111 Weighted-average shares outstanding used in computing earnings per share, GAAP Basic (in millions) 125.1 132.0 125.7 133.1 Diluted (in millions) 128.3 139.7 131.4 140.9 Basic earnings per share, GAAP $ 0.25 $ 0.22 $ 0.71 $ 0.75 Diluted earnings per share, GAAP $ 0.25 $ 0.21 $ 0.69 $ 0.72 Weighted-average shares outstanding used in computing earnings per share, Non-GAAP Basic (in millions) 125.1 132.0 125.7 133.1 Diluted (in millions) 128.3 139.7 131.4 140.9 Basic earnings per share, Non-GAAP $ 0.41 $ 0.38 $ 1.20 $ 1.10 Diluted earnings per share, Non-GAAP $ 0.40 $ 0.36 $ 1.16 $ 1.05 For the three and nine months ended September 30, 2026, we incurred $4.3 million and $18.1 million in costs related to the restructuring announced in May 2026, respectively. Of these amounts, $2.7 million and $15.6 million, respectively, are included in Other, while the remaining amounts are allocated among “Stock-based compensation expense”, “Depreciation and amortization”, and “Other income, net”. For each of the three months ended September 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 nine months ended September 30, 2026 and 2025, we incurred $0.6 million of such expense. For each of the three and nine months ended September 30, 2026, we incurred transaction-related costs of $5.7 million in connection with the WorkMotion Software GmbH acquisition. These costs primarily consisted of legal, accounting, and other professional fees, and were recorded in general and administrative expenses in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, we incurred acquisition-related costs of $1.9 million and $4.4 million, respectively, in connection with our business combinations. These costs primarily consisted of legal, accounting, and other professional fees, and were recorded in general and administrative expenses in the condensed consolidated statements of operations. (1)(2)(3)(4) (1) (1)(2)(3)(4) (1) (1)(2)(3)(4) (1) (2) (3) (4)
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UPWORK INC. RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (In thousands) (Unaudited) Three Months Ended September30, Nine Months EndedSeptember 30, 2026 2025 2026 2025 Cash provided by operating activities $ 65,947 $ 75,079 $ 135,840 $ 184,558 Less: purchases of property, plant & equipment andcash outflows from internally developed software (12,093) (5,648) (33,143) (18,711) Free cash flow $ 53,854 $ 69,431 $ 102,697 $ 165,847