upwk-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________

FORM 10-Q

_____________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-38678

________________________________________________

UPWORK INC.

(Exact Name of Registrant as Specified in its Charter)

________________________________________________


Delaware		46-4337682
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
530 Lytton Avenue, Suite 301
Palo Alto,	California	94301
(Address of principal executive offices)		(Zip Code)

(650) 316-7500

(Registrant’s telephone number, including area code)

_______________________________________________

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	UPWK	The Nasdaq Stock Market LLC

_______________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026, there were 123,518,137 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		1

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	67
Signatures		69

Unless otherwise expressly stated or the context otherwise requires, references in this Quarterly Report on Form 10-Q, which we refer to as this Quarterly Report, to “Upwork,” “Company,” “our,” “us,” and “we” and similar references refer to Upwork Inc. and its wholly owned subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report 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, information or predictions concerning the future of our business or strategy, future products, features, or functionality, anticipated events and trends, including future research and development, sales and marketing, and general and administrative expenses, and provision for transaction losses, potential growth or growth prospects, our competitive position, technological and market trends, industry environment, the economy, our plans with respect to share repurchases, the expected impact of cost-saving initiatives, the expected impact and timing of strategic initiatives, including the launch of Lifted, our 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. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections as of the date of this filing 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. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report and in other documents we file from time to time with the Securities and Exchange Commission, which we refer to as the SEC, that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Quarterly Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Quarterly Report or to conform statements to actual results or revised expectations, except as required by law.

You should read this Quarterly Report and the documents that we reference herein and have filed with the SEC or incorporated by reference as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

UPWORK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands, except share and per share data)	March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	328,400	$	294,356
Marketable securities	251,334		378,425
Funds held in escrow, including funds in transit	203,685		180,752
Trade and client receivables – net of allowance of $6,329 and $5,919 as of March 31, 2026 and December 31, 2025, respectively	75,911		76,236
Prepaid expenses and other current assets	23,971		21,064
Total current assets	883,301		950,833
Property and equipment, net	49,278		44,421
Goodwill	149,192		149,192
Intangible assets, net	34,231		37,161
Operating lease asset	12,656		5,011
Deferred tax asset	111,402		111,495
Other assets, noncurrent	1,892		1,467
Total assets	$	1,241,952	$	1,299,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	11,092	$	7,858
Escrow funds payable	203,685		180,752
Debt, current	360,231		359,770
Accrued expenses and other current liabilities	63,994		94,023
Deferred revenue	8,199		7,765
Total current liabilities	647,201		650,168

Operating lease liability, noncurrent	15,197		9,707
Other liabilities, noncurrent	9,927		9,390
Total liabilities	672,325		669,265

Commitments and contingencies (Note 8)

Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 123,574,974 and 130,545,236 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	12		13

Additional paid-in capital	501,066		592,599
Accumulated and other comprehensive income	139		754
Retained earnings	68,410		36,949
Total stockholders’ equity	569,627		630,315
Total liabilities and stockholders’ equity	$	1,241,952	$	1,299,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

UPWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(In thousands, except per share data)	2026		2025
Revenue	$	195,483	$	192,706
Cost of revenue	44,641		41,806
Gross profit	150,842		150,900
Operating expenses
Research and development	43,307		46,152
Sales and marketing	37,437		35,751
General and administrative	35,158		28,048
Provision for transaction losses	2,222		2,259
Total operating expenses	118,124		112,210
Income from operations	32,718		38,690
Other income, net	4,992		6,317
Income before income taxes	37,710		45,007
Income tax provision	(6,249)		(7,277)
Net income	$	31,461	$	37,730

Net income per share:
Basic	$	0.25	$	0.28
Diluted	$	0.24	$	0.27

Weighted-average shares used to compute net income per share:
Basic	128,116		135,208
Diluted	135,656		142,777

Other comprehensive income, net of tax:
Net unrealized holding gain on marketable securities, net	$	(615)	$	284
Total comprehensive income	$	30,846	$	38,014

The accompanying notes are an integral part of these condensed consolidated financial statements.

UPWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


(In thousands, except share amounts)	Common Stock				Additional Paid-in Capital	Accumulated Other Comprehensive Income	Retained Earnings		Total Stockholders’ Equity
Three Months Ended March 31, 2026		Shares	Amount
Balances as of December 31, 2025		130,545,236	$	13			$	592,599	$	754	$	36,949	$	630,315
Issuance of common stock upon exercise of stock options and common stock warrants		20,500	—				83		—		—		83
Stock-based compensation expense		—	—				17,002		—		—		17,002
Issuance of common stock for settlement of RSUs		1,130,978	—				—		—		—		—
Tides Foundation common stock warrant expense		—	—				188		—		—		188

Repurchase of common stock, including excise tax		(8,121,740)	(1)				(108,806)		—		—		(108,807)
Unrealized gain on marketable securities		—	—				—		(615)		—		(615)
Net income		—	—				—		—		31,461		31,461
Balances as of March 31, 2026		123,574,974	$	12			$	501,066	$	139	$	68,410	$	569,627


(In thousands, except share amounts)	Common Stock				Additional Paid-in Capital	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit		Total Stockholders’ Equity
Three Months Ended March 31, 2025		Shares	Amount
Balances as of December 31, 2024		135,348,453	$	14			$	653,575	$	264	$	(78,476)	$	575,377
Issuance of common stock upon exercise of stock options		163,078	—				652		—		—		652
Stock-based compensation expense		—	—				13,337		—		—		13,337
Issuance of common stock for settlement of RSUs		869,141	—				—

SEC Form 10-Q filed by Upwork Inc.