Here are two brief analogies to describe Upwork:

• eBay for freelance services

• LinkedIn for project-based professionals

• Freelance Marketplace: A digital platform connecting businesses with independent professionals across various skills and industries worldwide.
• Payment & Escrow Services: Integrated tools that facilitate secure payments, invoicing, and escrow protection for both clients and freelancers working on the platform.
• Project Catalog: Pre-packaged, fixed-price services offered by freelancers, allowing clients to purchase specific tasks quickly and easily.
• Talent Scout (Managed Services): A service where Upwork's team helps enterprises source, vet, and onboard specialized freelance talent for their projects.
• Upwork Enterprise: Customizable solutions designed for large organizations to manage their freelance workforce at scale, offering enhanced collaboration and compliance features.

Upwork (symbol: UPWK) operates a global platform connecting businesses with independent talent. While its platform serves a vast number of clients, it primarily sells its services to other companies rather than having a few specific "major customers" in the traditional sense. Upwork's revenue is highly diversified across its client base, and no single client accounts for a significant portion of its revenue. Therefore, rather than listing specific customer companies, the primary categories of companies Upwork serves are:

• Small and Medium-sized Businesses (SMBs): These businesses constitute a significant portion of Upwork's client base, utilizing the platform to find flexible, on-demand talent for various projects, from marketing and web development to customer support and design, without the overhead of full-time hires.
• Large Enterprises: Through its "Upwork Enterprise" offering, large corporations leverage the platform for strategic sourcing of contingent talent, managing global freelance workforces, and integrating external talent into their operational workflows. These companies use Upwork to access specialized skills and scale project-based initiatives.
• Startups and Entrepreneurs: New businesses and individual entrepreneurs frequently turn to Upwork to find talent for product development, branding, content creation, and other essential functions, enabling them to build and scale their ventures cost-effectively and rapidly.

• Amazon Web Services (AWS) (Parent Company: Amazon.com, Inc. AMZN)
• PayPal Holdings, Inc. (PYPL)
• Payoneer Global Inc. (PAYO)

Hayden Brown, President and CEO
Hayden Brown joined Upwork in 2011 and served in leadership roles spanning product and marketing, including Chief Product Officer and Chief Marketing Officer, before being named President and CEO in January 2020. Prior to Upwork, she led corporate development for LivePerson and held strategy and corporate development positions at Microsoft. She began her career as an analyst at McKinsey & Company.

Erica Gessert, CFO
Erica Gessert oversees Upwork's global finance team and operations, bringing over 20 years of experience in finance, operations, analytics, and investor relations within technology companies. Before joining Upwork, Ms. Gessert held several senior executive finance roles at PayPal, including Chief Transformation Officer. Her prior experience also includes leadership positions at Sprint Corporation and Virgin Mobile USA.

Sam Bright, Chief Product & Experience Officer
Sam Bright joined Upwork in November 2020 as Chief Product & Experience Officer, leading a globally distributed team responsible for product management, design, and customer experience. With nearly two decades of experience scaling technology teams and businesses, he previously served as Vice President and General Manager of Verticals at eBay, where he held P&L responsibility for North American vertical business units. He also advised on tech mergers and acquisition deal processes at Bank of America Merrill Lynch.

Melissa Waters, Chief Marketing Officer
Melissa Waters joined Upwork as Chief Marketing Officer in January 2022. She is an accomplished marketing executive with over 15 years of experience building world-class brands. Before Upwork, she was the Global Vice President of Marketing at Instagram (Meta) and also led marketing, merchandising, and business development for telehealth leader Hims & Hers.

Anthony Kappus, Chief Operating Officer
As Chief Operating Officer, Anthony Kappus leads Upwork’s teams across legal, information security, payments & trust, customer support, and communications. Before joining Upwork, he spent more than a decade at Redfin, where he was responsible for leading digital revenue, corporate development, and legal functions. Earlier in his career, he worked as an attorney with DLA Piper.

The key risks to Upwork's business (UPWK) include:

1. Macroeconomic Conditions and Economic Downturns: Upwork's growth and financial performance are heavily reliant on the overall economic climate. Economic downturns, recessions, and macroeconomic uncertainty can lead to reduced client spending and decreased demand for freelance services, directly impacting Upwork's revenue and gross services volume (GSV). This can also result in stagnant wage growth for freelancers, even if hours per job increase, signaling broader economic softness.
2. Impact of Artificial Intelligence (AI) and Automation: While Upwork is investing in AI to enhance its platform, there is a significant risk that the rapid advancement of AI and automation technologies could disrupt the freelance market. Specifically, simpler jobs that are a core part of the freelance economy, such as editing, web design, and translation, may be automated, potentially leading to a decrease in demand for human freelancers in these areas. This could result in AI being a net headwind rather than a tailwind for Upwork's overall revenue growth and GSV.
3. Intense Competition and Evolving Market Dynamics: Upwork operates in a highly competitive and rapidly evolving market for independent talent. The company faces competition from a variety of direct rivals, including other freelance platforms like Fiverr and Toptal, as well as emerging threats from direct hiring models and decentralized autonomous organizations (DAOs). Failure to continuously attract and retain both a robust community of talent and a growing base of clients in this competitive landscape could adversely impact its business results.

The rise of generative artificial intelligence (AI) technologies poses a clear emerging threat to Upwork's core business model.

• Reduced demand for human labor: Generative AI tools are becoming increasingly sophisticated in tasks traditionally performed by freelancers, such as content writing, graphic design, basic coding, data entry, translation, and customer service. As businesses adopt AI, the demand for human freelancers in these areas on platforms like Upwork is likely to decrease significantly.
• Downward pressure on rates: Even for tasks that still require human oversight or specialized skills, AI can substantially increase efficiency, enabling freelancers to complete work faster. This increased efficiency, coupled with potential competition from AI-assisted workers, could drive down the rates that freelancers can command for their services, impacting Upwork's transaction-based revenue model.
• Shift in skill requirements: While AI may create new opportunities for freelancers (e.g., AI prompt engineering, AI content editing, AI model training), it fundamentally alters the landscape of in-demand skills, potentially marginalizing those offering services that AI can now automate or replicate at scale. This could lead to a contraction in certain long-standing categories on the platform.

This is not a speculative threat but one already impacting various industries, with major companies integrating AI into their workflows and individual professionals leveraging AI to automate aspects of their jobs, directly challenging the volume and value of human-driven freelance work.

Upwork (symbol: UPWK) operates within the global freelance platforms market, which is a significant segment of the broader gig economy and talent marketplace sectors. The addressable markets for Upwork's main products and services can be sized as follows:

• Global Freelance Platforms Market: The global freelance platforms market size was estimated at USD 5.58 billion in 2024 and is projected to reach USD 14.39 billion by 2030. Another estimate places the global freelance platforms market at approximately USD 7.32 billion in 2024.
• North America Freelance Platforms Market: The North American freelance platforms market accounted for nearly 31.0% of the global market in 2024 and is expected to grow at a compound annual growth rate of 13.5% from 2025 to 2030.
• Global Gig Economy Market: The global gig economy was valued at USD 3.7 trillion in 2023. More specifically, the global gig economy market size was USD 556.7 billion in 2024 and is projected to more than triple to USD 1,847 billion by 2032. Another source estimates the global gig economy market size at USD 582.2 billion in 2025, with a projection to reach USD 2,178.4 billion by 2034.
• U.S. Gig Economy Market: The United States Gig Economy Market size is projected at USD 191.13597 billion in 2025.
• Global Talent Marketplace Platform Market: The global talent marketplace platform market was valued at USD 8.2 billion in 2024 and is projected to reach USD 15.1 billion by 2032. This market is specifically for platforms that connect internal and external talent with opportunities, often leveraging AI for matching. North America holds a significant share of this market, taking up about 55.6% of the global market.

Expected Drivers of Future Revenue Growth for Upwork (UPWK)

• Expansion of AI-powered Solutions and AI-related Work: Upwork anticipates significant revenue growth from the increasing demand for AI-related projects and the integration of AI-powered features within its platform. The company reported a 53% year-over-year growth in Gross Services Volume (GSV) from AI-related work in Q3 2025, with clients engaging in AI projects growing by 45% year-over-year. Upwork's proprietary AI assistant, Uma, is expected to enhance hiring and matching efficiency.
• Enterprise Market Penetration with Lifted: The launch of Lifted, Upwork's new enterprise-focused subsidiary, is a key strategic initiative aimed at capturing larger enterprise contracts. This expansion into the enterprise segment is expected to be a meaningful contributor to GSV, revenue, and adjusted EBITDA, with significant revenue contributions projected from 2026 and accelerating in 2027.
• Growth in Small and Midsize Businesses (SMBs) through Upwork Business Plus: Increased adoption of the Upwork Business Plus offering by SMBs is a vital driver. In Q3 2025, GSV from Upwork Business Plus increased by 33% quarter-over-quarter, and active clients on this offering grew by 36% quarter-over-quarter.
• Dynamic Pricing and Monetization Strategies: Upwork plans to expand its dynamic pricing and value-based fee models. This approach aims to optimize the take rate (the percentage Upwork earns from transactions) while stimulating demand, thereby supporting both top-line revenue and margin growth. The marketplace take rate has already seen an increase.
• Focus on Attracting and Retaining High-Value Clients: The company is strategically prioritizing the acquisition and retention of higher-value client relationships, leading to an increase in average GSV per active client, which rose 5% year-over-year in Q3 2025 and remained over $5,000. This focus has also contributed to a decline in the churn rate.

Share Repurchases

• In November 2023, Upwork's board of directors authorized a share repurchase program of up to $100.0 million.
• During 2024, Upwork repurchased and retired 8.1 million shares of common stock for an aggregate amount of $100.0 million under the 2023 authorization, fully utilizing the program.
• Upwork announced two additional $100.0 million share repurchase authorizations, one in October 2024 (with $100.0 million available as of December 31, 2024) and another in September 2025 (its third such authorization since November 2023).

Share Issuance

• Issuances of common stock for the settlement of Restricted Stock Units (RSUs) amounted to 2,903,878 shares for the nine months ended September 30, 2025.
• Common stock was issued upon the exercise of stock options and common stock warrants, totaling $729 thousand for the nine months ended September 30, 2025.
• Upwork issued common stock in connection with its employee stock purchase plan, valued at $2,199 thousand for the nine months ended September 30, 2025.

Outbound Investments

• In Q3 2025, Upwork completed the acquisitions of Bubty for $20.4 million and Ascen for $42.2 million, as part of the launch of its enterprise subsidiary, Lifted, aimed at the enterprise market.
• In November 2024, Upwork entered a definitive agreement to acquire Objective to enhance its core search and matching offerings and strengthen its AI talent bench.

Capital Expenditures

• Capital expenditures were $14 million in 2024, $13 million in 2023, and $8.73 million in 2022.
• Expected capital expenditures for 2025 are $22.21 million and for 2026 are $16 million.
• The primary focus of capital expenditures includes requirements for replacements and new capital investments.