UPWK (2025 - Q2)

Release Date: Aug 06, 2025

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Stock Data provided by Financial Modeling Prep

Current Financial Performance

Upwork Q2 2025 Financial Highlights

$194.9 million
Revenue
$32.7 million
GAAP Net Income
+47%
$57.1 million
Adjusted EBITDA
29.3%
Adjusted EBITDA Margin

Key Financial Metrics

Margins & Operating Metrics

77.8%
Non-GAAP Gross Margin
51% of revenue
Non-GAAP Operating Expense
18.5%
Marketplace Take Rate
$65.6 million
Free Cash Flow

Cash & Cash Equivalents

$635 million

Share Buybacks Q2 2025

$38 million

2.9M shares repurchased

Period Comparison Analysis

Revenue

$194.9 million
Current
Previous:$193.1 million
0.9% YoY

GAAP Net Income

$32.7 million
Current
Previous:$22.2 million
47.3% YoY

Adjusted EBITDA Margin

29.3%
Current
Previous:21.1%
38.9% YoY

Non-GAAP Operating Expense

51% of revenue
Current
Previous:58% of revenue
12.1% YoY

Marketplace Take Rate

18.5%
Current
Previous:18.0%
2.8% YoY

Free Cash Flow

$65.6 million
Current
Previous:$33.5 million
95.8% YoY

Earnings Performance & Analysis

Q2 2025 Revenue vs Guidance

Actual:$194.9 million
Estimate:$190 million to $195 million
MISS

Q2 2025 Adjusted EBITDA vs Guidance

Actual:$57.1 million
Estimate:$47 million to $51 million
MISS

Full Year 2025 Revenue Guidance

$765M to $775M

Full Year 2025 Adjusted EBITDA Guidance

$206M to $214M

Full Year 2025 Non-GAAP EPS Guidance

$1.14 to $1.18

Financial Health & Ratios

Financial Health Metrics

$60M to $65M
Stock-Based Compensation 2025
35%
Adjusted EBITDA Margin Target

Surprises

Record Q2 Revenue

$194.9 million

We generated our highest ever Q2 revenue of $194.9 million, with our outperformance driven by AI enhancement of the platform, accelerated client hiring in AI-related work, ads and monetization strategies and our thriving Business Plus offering.

Record Adjusted EBITDA Margin

29.3%

Adjusted EBITDA was $57.1 million in the second quarter, leading to a record second quarter adjusted EBITDA margin of 29.3%.

47% Increase in GAAP Net Income

$32.7 million

We reported GAAP net income of $32.7 million for the second quarter, a 47% increase over Q2 2024 and a record for any second quarter in our company's history.

190% Quarter-over-Quarter GSV Growth in Business Plus

190%

Business Plus clients increased 45% quarter-over-quarter, while GSV from those clients surged 190% quarter-over-quarter.

30% Year-over-Year Growth in AI-Related GSV

30%

GSV from AI-related work accelerated to 30% year-over-year growth from 25% in the first quarter.

Impact Quotes

Upwork delivered another record quarter on both the top and bottom lines. We generated our highest ever Q2 revenue of $194.9 million, with our outperformance driven by AI enhancement of the platform, accelerated client hiring in AI-related work, ads and monetization strategies and our thriving Business Plus offering.

We delivered an outstanding second quarter with revenue of $194.9 million and better-than-expected performance across all financial metrics. The quarter's results clearly demonstrate the significant advancement of our AI efforts and product enhancements, resulting in growth of our core marketplace business, including Business Plus.

Our 3-pronged strategy centered on AI, ads and monetization and enterprise is exceeding our expectations and bolsters our confidence in a GSV growth outlook for 2026.

Adjusted EBITDA was $57.1 million in the second quarter, leading to a record second quarter adjusted EBITDA margin of 29.3%. We reported GAAP net income of $32.7 million for the second quarter, a 47% increase over Q2 2024 and a record for any second quarter in our company's history.

We completed the integration of Objective AI's AI-native search technology and released several core search and recommendation enhancements, including contextually aware Uma-powered search. These drove a 4% lift in average spend per contract and 3% increase in Connects revenue compared to our prior feature set.

Business Plus, our premium plan for teams and larger SMB clients continues to exceed our goals in attracting and expanding share of wallet with larger customers. Active Business Plus clients increased 45% quarter-over-quarter, while GSV from those clients surged 190% quarter-over-quarter.

Our marketplace take rate was 18.5% in Q2, compared to 18.0% in the second quarter of 2024, as we successfully introduced new ways to price to value in the marketplace.

Over 35% of our deployed code is now AI generated. And in our Search team, fine-tuned LLM evaluations of match quality have reduced our model iteration time and cost by over 70%. This is how we are now able to deliver faster, higher-quality product releases.

Notable Topics Discussed

  • Upwork's Q2 revenue reached a record $194.9 million, driven by AI enhancements and accelerated client hiring in AI-related work.
  • Introduction of Uma, an AI work agent, now capable of interviewing talent, generating transcripts, summaries, and action items, improving collaboration and efficiency.
  • Integration of Objective AI's search technology and Uma-powered search features led to a 4% increase in average spend per contract and a 3% rise in Connects revenue.
  • AI-driven job posting experience offers tailored tips based on work interaction data, boosting client engagement.
  • Uma Proposal Writer enhancements resulted in a 58% increase in freelancers using Uma for bids, indicating strong AI adoption among freelancers.
  • AI-related GSV grew to 30% year-over-year, up from 25% in Q1, indicating accelerating demand for AI work categories.
  • Clients, including a major CPG company, are leveraging AI talent for building interactive, personalized systems and redesigning user experiences.
  • GSV from prompt engineering increased 51% YoY, with categories like accounting, video, and contract law being augmented by AI, leading to category growth.
  • Demand for AI skills spans over 365 unique AI skills, including model tuning, generative design, and prompt engineering.
  • AI is a key growth multiplier, supporting higher GSV per active client and category expansion.
  • Upwork's enterprise subsidiary acquired Bubty, a platform for large enterprise contingent workforce management, and signed an agreement to acquire Ascen, a digital employment solution for W-2 work.
  • These acquisitions aim to support a full range of contingent work programs, including employer of record, staff augmentation, and statement of work.
  • The new assets will enable Upwork to serve the $650 billion contingent workforce TAM more comprehensively, starting to drive growth in late 2026.
  • Contracts from these acquisitions will be recognized as work is executed, with expected EBITDA accretion beginning in 2027.
  • Active Business Plus clients increased 45% quarter-over-quarter, with GSV from these clients surging 190%, highlighting strong growth.
  • 35% of Business Plus clients in Q2 were new to Upwork, demonstrating success in attracting larger SMBs and teams.
  • Business Plus offers features like expert-vetted talent and AI-powered sourcing, which are highly valued by larger clients.
  • Clients in this segment tend to convert faster, spend more, and adopt high-value features, making it a key growth driver for 2026.
  • Marketplace take rate increased to 18.5% in Q2 from 18.0% a year earlier, driven by new pricing approaches and value-based strategies.
  • Experimentation with supply-demand-based fee adjustments and new pricing models contributed to a 50 basis point YoY increase in take rate.
  • Growth in Connects revenue (19%) and Freelancer Plus subscriptions (13%) also supported monetization improvements.
  • Ongoing testing aims to sustain stable or higher take rates in 2025 and beyond.
  • Over 35% of code shipped is now AI-generated, significantly improving internal development efficiency.
  • AI evaluations of match quality reduced model iteration time and costs by over 70%, enabling faster product releases.
  • AI workflows in customer support and finance have improved response times and forecasting accuracy.
  • These efficiencies support margin expansion and allow teams to focus on high-impact work.
  • Q2 revenue of $194.9 million exceeded expectations, with net income of $32.7 million, a 47% YoY increase and a record for any Q2.
  • Adjusted EBITDA reached $57.1 million, with a record margin of 29.3%, driven by revenue growth and cost optimization.
  • Free cash flow was $65.6 million, and the company repurchased 2.9 million shares for $38 million.
  • Full-year guidance was raised, with revenue expected between $765 million and $775 million and EBITDA between $206 million and $214 million.
  • The macro environment remains unpredictable, with no notable changes from the previous quarter.
  • Slower client acquisition impacts active client metrics, but Upwork is offsetting pressures through AI, enterprise strategy, and product enhancements.
  • Management expressed confidence in their outlook despite macro uncertainties, citing strong execution and early positive signals in GSV growth.
  • The company is focused on disciplined cost management, with gross margins at 77.8% and operating expenses at 51% of revenue.
  • Share repurchases of $38 million in Q2 reflect commitment to shareholder value.
  • Guidance indicates continued margin expansion, with a target of 35% adjusted EBITDA margin for 2025.
  • Upwork announced major platform updates in July 2025, emphasizing AI integration, search enhancements, and new features for clients and freelancers.
  • New AI-powered meeting tools generate transcripts, summaries, and action items, improving collaboration.
  • Reimagined job posting experience offers tailored tips, increasing client engagement and platform stickiness.

Key Insights:

  • Enterprise business is expected to return to growth in 2026, driven by new capabilities from acquisitions and renewed sales efforts.
  • Full year adjusted EBITDA guidance was increased to $206 million to $214 million, representing a 27% margin at midpoint and over 5 points expansion versus 2024.
  • Q3 2025 revenue is expected between $190 million and $195 million, with adjusted EBITDA guidance of $47 million to $51 million (25% to 26% margin).
  • Stock-based compensation expense is expected to be between $60 million and $65 million for 2025, with ongoing efforts to reduce this cost.
  • The company expects to achieve its long-term adjusted EBITDA margin target of 35%, with meaningful margin improvement in 2025 despite investments in acquisitions and enterprise expansion.
  • Upwork raised its full year 2025 revenue guidance to $765 million to $775 million, primarily driven by marketplace strength and some contribution from enterprise acquisitions.
  • Ads and monetization products grew revenue by 17% year-over-year, including 19% growth in Connects revenue and 13% growth in Freelancer Plus subscriptions.
  • AI-related work GSV grew 30% year-over-year in Q2, up from 25% in Q1, with 250,000 AI experts offering over 365 unique AI skills on the platform.
  • Business Plus, the premium plan for larger SMB clients, grew active clients by 45% quarter-over-quarter and GSV from these clients surged 190%, with 35% of clients new to Upwork.
  • These acquisitions complete Upwork's enterprise offering, enabling a unified, contract-agnostic workforce management solution targeting the $650 billion contingent workforce market.
  • Upwork accelerated AI integration with Uma, its Mindful AI agent, enabling automated talent interviews, enhanced video meetings with transcripts and action items, and AI-powered search and recommendations.
  • Upwork formed a new enterprise-focused subsidiary and acquired Bubty, a contingent workforce management platform, and signed an agreement to acquire Ascen, a contingent W-2 employment solution.
  • CEO Hayden Brown emphasized the record quarter driven by AI enhancements, Business Plus growth, and enterprise acquisitions, highlighting the platform's power and customer engagement.
  • CFO Erica Gessert noted disciplined cost management, margin expansion, and strong financial results exceeding guidance, reinforcing confidence in raised full year outlook.
  • Management highlighted the strategic importance of AI as a growth multiplier and internal efficiency driver, with over 35% of deployed code AI-generated and significant reductions in model iteration time and cost.
  • Management is focused on balancing investments in organic growth, M&A, and shareholder returns, having executed $170 million in share buybacks over the past 18 months.
  • The company is prioritizing quality over quantity in client acquisition, targeting higher lifetime value clients and testing new marketing channels with strong yield.
  • The enterprise acquisitions are expected to be EBITDA accretive starting in 2027 and to drive meaningful GSV and revenue growth beginning in late 2026.
  • AI efficiencies internally include 35% of code being AI-generated, faster customer support response times, and AI use in finance and HR for forecasting and analysis.
  • Business Plus clients convert faster, spend more, and adopt high-value features like AI-powered talent sourcing, with 35% of Business Plus clients new to Upwork.
  • Management explained that the Bubty and Ascen acquisitions bring comprehensive, digitally native enterprise solutions for contingent workforce management, expanding Upwork's addressable market.
  • Take rate expansion in Q2 was driven by value-based pricing experiments, supply and demand adjustments, and growth in Connects and Freelancer Plus products.
  • The acquisitions are expected to contribute minor GSV and revenue in H2 2025, with more significant growth and EBITDA accretion in 2026 and 2027 respectively.
  • The variable freelancer fee test is still early and not fully rolled out, but expected to positively impact both GSV and revenue in 2026.
  • Active client retention grew 2% year-over-year, supporting GSV per active client growth.
  • Hours per contract in Q2 were the highest ever, reflecting larger and more complex jobs on the platform.
  • The company is seeing category growth in AI-augmented fields like accounting, bookkeeping, video, animation, and contract law, where AI supports human creativity rather than substituting it.
  • The enterprise business experienced sequential revenue decline in Q2 due to budget cuts and paused sales efforts, but is expected to rebound with new offerings.
  • Upwork's cash and cash equivalents totaled approximately $635 million at the end of Q2 2025.
  • Upwork's marketplace take rate experiments started in May, adjusting freelancer fees based on supply, contributing about 50 basis points to year-over-year take rate growth in Q2.
  • Business Plus is a key growth driver for 2026, with strong adoption by both new and existing customers and significant GSV growth quarter-over-quarter.
  • Management emphasized that the company is just beginning its growth journey, with a bigger opportunity and more powerful platform than ever before.
  • Share repurchases are expected to continue actively in the back half of 2025.
  • The company is leveraging AI to reduce costs and accelerate product development cycles, with a 70% reduction in model iteration time and cost in the Search team.
  • The enterprise acquisitions enable Upwork to offer a full stack solution for contingent work, including employer of record, staff augmentation, and statement of work contracts.
  • Upwork's AI-powered product updates released in July 2025 include Uma-powered search, proposal writing, and video meeting enhancements that improve client and freelancer experiences.
Complete Transcript:
UPWK:2025 - Q2
Operator:
Good day. Thank you for standing by. Welcome to Upwork's Second Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note that today's conference may be recorded. I will now hand the conference over to your speaker host, Samuel Meehan, Vice President of Investor Relations. Please go ahead. Samuel M
Samuel Meehan:
Thank you, and welcome to Upwork's discussion of its second quarter 2025 financial results. Joining me today are Hayden Brown, Upwork's President and Chief Executive Officer; and Erica Gessert, Upwork's Chief Financial Officer. Following management's prepared remarks, they will be happy to take your questions. But first, I'll review the safe harbor statement. During this call, we may make statements related to our business that are forward-looking statements under federal securities laws. Forward-looking statements include all statements other than statements of historical fact. These statements are not guarantees of future performance, but rather are subject to a variety of risks, uncertainties and assumptions. Our actual results may differ materially from expectations reflected in any forward-looking statements. For a discussion of the material risks and other important factors that could affect our actual results, please refer to our SEC filings available on the SEC website and on our Investor Relations website as well as the risks and other important factors discussed in today's earnings press release. Additional information will be set forth in our quarterly report on Form 10-Q for the quarter ended June 30, 2025, when filed. In addition, reference will be made to certain non-GAAP financial measures. Information regarding non-GAAP financial measures, including reconciliations to their most directly comparable GAAP financial measures can be found in the press release that was issued this afternoon on our Investor Relations website at investors.upwork.com. Unless otherwise noted, reported figures are rounded, comparisons of the second quarter of 2025 are to the second quarter of 2024. Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures, and all other financial measures are GAAP unless cited as non-GAAP. Now, I'll turn the call over to Hayden.
Hayden Brown:
Good afternoon, and welcome to Upwork's second quarter 2025 earnings call. Upwork delivered another record quarter on both the top and bottom lines. We generated our highest ever Q2 revenue of $194.9 million, with our outperformance driven by AI enhancement of the platform, accelerated client hiring in AI-related work, ads and monetization strategies and our thriving Business Plus offering. We also exceeded our guidance by generating net income of $32.7 million and adjusted EBITDA of $57.1 million, resulting in a 16.8% profit margin and 29.3% adjusted EBITDA margin. Based on our performance in the first half of the year and positive momentum, we are raising our full year guidance for both revenue and adjusted EBITDA. Our strong results and increased guidance underscore the success of our AI and M&A strategies in attracting and converting larger clients in the marketplace. This increase is driven in part by a more than $80 million in-year lift in GSV attributable to our AI and customer experience enhancements. Our innovation velocity was on display in our summer 2025 Upwork updates announced on July 23. This product release was rooted in our unique ability to combine the world's best human talent with cutting-edge AI to deliver unparalleled outcomes and pioneering customer experiences. We are seeing the fruits of evolving Uma, Upwork's Mindful AI into a more fully capable always-on AI work agent. Clients can now leverage Uma to interview talent on their behalf and find the right fit, saving them time on manual reviews. This capability also helps freelancers find work faster, interviewing on their own time and showcasing their skills more effectively than a cover letter can. New Uma-powered Upwork video meetings generate transcripts, summaries and action items, which enhance collaboration, propose project milestones and turn meetings into real progress. We completed the integration of Objective AI's AI-native search technology and released several core search and recommendation enhancements, including contextually aware Uma-powered search. These drove a 4% lift in average spend per contract and 3% increase in Connects revenue compared to our prior feature set. Finally, our reimagined AI-driven job posting experience provides tailored actionable tips to clients based on our differentiated trove of work interaction data. And on the talent side, Uma Proposal Writer enhancements led to a 58% increase in freelancers utilizing Uma to submit a bid compared to the previous product experience. Our strategy to rapidly grow AI work across categories is also working as GSV from AI-related work accelerated to 30% year-over- year growth from 25% in the first quarter. Businesses are coming to Upwork to access our pool of 250,000 AI experts, offering more than 365 unique AI skills. This work spans everything from model tuning and generative design to LLM integration and prompt engineering. For example, one of the largest multinational CPG companies is tapping into AI developer talent on Upwork to build AI- powered, interactive, personalized ordering systems and to redesign the user experience for some of the world's most recognizable brands. The number of clients posting AI jobs grew 38% year-over-year, a positive future GSV signal as clients engaging in AI work spend more than 3x as much as the average client on the platform. GSV from prompt engineering grew 51% year-over-year in Q2 and categories that not long ago seemed ripe for AI substitution like accounting and bookkeeping, video and animation and contract law are actually being augmented and accelerated by AI tools, leading to category growth due to demand for human creativity and judgment. While we continue to see the simplest tasks and smallest projects substituted by AI in some categories like writing and translation, our GSV is now outperforming expectations. We expect AI augmentation to continue across many categories on our platform, supporting growth of GSV per active client. With accelerating momentum in AI work and much higher average spend, AI is an important growth multiplier for us. In our marketplace, Business Plus, our premium plan for teams and larger SMB clients continues to exceed our goals in attracting and expanding share of wallet with larger customers. Active Business Plus clients increased 45% quarter-over-quarter, while GSV from those clients surged 190% quarter-over-quarter. Importantly, Business Plus appeals to both existing customers as well as new prospects. 35% of Business Plus clients in Q2 were brand new to Upwork. Business Plus’ success is a key beachhead for our strategy to serve larger businesses in our marketplace with a differentiated and tailored value proposition. Ads and monetization offerings were a strong contributor in the quarter as revenue from these products grew 17% year-over-year, including 19% year-over-year growth in Connects revenue and 13% year-over-year growth in Freelancer Plus subscription revenue. These products empower freelancers to improve their visibility and increase the yield on their efforts while also expanding our take rate. In the second quarter, we made huge strides on our strategy to expand our share of wallet with large enterprise customers, which is a transformational opportunity. Today, we are announcing 2 acquisitions by our new wholly owned Upwork Enterprise subsidiary. These acquisitions complete our feature set in enterprise and together with our existing capabilities, enable us to offer a unique, highly differentiated solution. We've always been the best-in-class provider of independent contractor talent and management for enterprises. To tap into the remainder of our clients' contingent work spend, spanning employer of record, staff augmentation, statement of work and other contract types, we historically relied on EOR partners and workarounds to deploy our IC talent management solution for other contract types. While this approach enabled us to support a variety of programs for our clients, our reliance on partners and lack of a more versatile and deeply integrated workforce management solution limited our ability to deploy our tremendous talent pool against the full range of opportunities enterprise customers approached us with. We, therefore, made the decision to bring these critical capabilities in- house. Doing so positions Upwork with a single, digitally-native, contract-agnostic and global solution that holistically supports contingent work program needs. This is why I am so excited to share the update on our M&A progress today. In Q2, our wholly-owned subsidiary acquired Bubty, a contingent workforce management platform built to support large enterprises. Our enterprise subsidiary has also signed a definitive agreement to acquire Ascen, a digitally native employment solution for contingent W-2 work. We expect that transaction to close in the second half of this year. This combination of assets completes our enterprise offering, bringing talent sourcing, contracting and workforce management in a unified experience, purpose-built for large companies and every type of contingent work. This is a powerful combination. It accelerates our ability to capture a greater share of the $650 billion contingent workforce TAM, and we expect it to begin driving meaningful GSV and revenue growth starting in late 2026. Underpinning all of this are rapidly expanding AI workflows across our company. Our focus and disciplined efforts to reinvent our processes with AI are increasing our internal efficiency and therefore, margin profile while allowing our teams to spend their time wisely on the highest impact work. Over 35% of our deployed code is now AI generated. And in our Search team, fine-tuned LLM evaluations of match quality have reduced our model iteration time and cost by over 70%. This is how we are now able to deliver faster, higher-quality product releases. Q2 was a standout quarter. Our 3-pronged strategy centered on AI, ads and monetization and enterprise is exceeding our expectations and bolsters our confidence in a GSV growth outlook for 2026. Today, our platform is more powerful. Our customers are more engaged. Our team is more effective and our opportunity is bigger than ever. I'd like to thank our incredible team for their talent and dedication and our customers for their trust and partnership. With that, I'll turn it over to Erica.
Erica Gessert:
Thanks, Hayden. We delivered an outstanding second quarter with revenue of $194.9 million and better-than-expected performance across all financial metrics. The quarter's results clearly demonstrate the significant advancement of our AI efforts and product enhancements, resulting in growth of our core marketplace business, including Business Plus. Our focused, disciplined approach to margin expansion while investing in growth was evident across our business, as our adjusted EBITDA margin hit a new record high of 29.3%, exceeding our guidance range. This was driven by strong revenue outperformance alongside our continued cost optimization efforts, including internal investments in AI enablement. We are firmly on track to achieve our 35% adjusted EBITDA margin target, and we are raising our full year 2025 revenue and adjusted EBITDA guidance. While the macro environment remains difficult to predict, we continue to outperform peers and our own plans while investing in future growth levers. Second quarter GSV of $1 billion was stronger than expected due to successful product improvements we've made to the marketplace, including search and match and Business Plus. We are encouraged by early positive signals that our GSV growth levers are beginning to bend the GSV curve. Average GSV per active client continued on its positive growth trajectory, rising 5% year-over-year and surpassing $5,000 for the first time since 2022. This marks the second consecutive quarter of positive year-over-year growth and the fourth consecutive quarter of sequential growth. Once again, GSV per active client grew year-over-year in every major client segment with particularly strong growth of 16% year-over-year in our very large client segment. Our hours per contract in Q2 were also the highest ever as our platform attracts larger jobs and more complex work. Our active client count continues to exhibit the cumulative effect of the top-of-funnel demand pressure that we have noted for the past few quarters. We are addressing the challenging demand environment by focusing on quality over quantity and targeting our marketing spend on higher LTV clients. In recent quarters, we have also been extensively testing new marketing channels and are seeing strong yield from alternative channels to traditional SEM and SEO. The success of this strategy is evident as overall spend per contract grew for the third consecutive quarter, increasing 11% year-over-year in Q2 and representing our highest ever average spend per contract over any 12-month period. This, along with the enhanced AI-powered customer experience improvements we have been building over the past few quarters, contributed to Q2 marketplace revenue growth of 2.3% year-over-year. As Hayden mentioned, we are excited to announce 2 strategic acquisitions by a newly formed Upwork enterprise-focused subsidiary. The combination of these assets is a game changer for our customers. Having a full stack contract-agnostic enterprise solution will solve key customer pain points and enable us to unlock this massive enterprise market in an expanded way. We expect these deals will have a minor GSV and revenue benefit to the second half of this year with an expected mid-single-digit contribution to revenue. The combination of additional OpEx from these new businesses as well as integration and expansion costs will have a dilutive impact of approximately $10 million on adjusted EBITDA in the back half of 2025, all of which is contemplated in our raised adjusted EBITDA guidance. We expect these acquisitions to contribute to top line growth in 2026 and to be meaningfully GSV, revenue and adjusted EBITDA accretive in 2027. Longer term, we expect this strategy to be a strong driver for both top and bottom line growth. In the second quarter, enterprise revenue was down sequentially due to ongoing pressure from internal budget cuts at a handful of larger customers, some of whom had prominent layoffs in the first half of the year. As a reminder, we also paused the majority of our sales efforts on our traditional enterprise plans in the first half of the year as we retooled our enterprise strategy. We expect the enterprise business, now part of our newly formed subsidiary, to return to growth in 2026 on the back of the new capabilities, the 2 acquisitions will contribute to our offering and our renewed sales approach. Our marketplace take rate was 18.5% in Q2, compared to 18.0% in the second quarter of 2024, as we successfully introduced new ways to price to value in the marketplace. While successful new pricing tests have led to strength in take rate in the first half of the year, we expect relatively stable take rates through the rest of 2025 as we continue to test approaches to drive both GSV and revenue in 2026 and beyond. Non-GAAP gross margin reached 77.8% as we execute disciplined cost management across every part of our business. Non-GAAP operating expense was $98.9 million in the second quarter or 51% of revenue compared to 58% of revenue in the second quarter of 2024. Adjusted EBITDA was $57.1 million in the second quarter, leading to a record second quarter adjusted EBITDA margin of 29.3%. We reported GAAP net income of $32.7 million for the second quarter, a 47% increase over Q2 2024 and a record for any second quarter in our company's history. These all-time highs in profitability and cash generation are enabling us to strategically put capital to work to grow our business and further extend our market leadership position, exemplified by today's marketplace results and enterprise subsidiary acquisitions. Free cash flow for the second quarter was $65.6 million. In the quarter, we utilized $38 million in cash to buy back 2.9 million shares as part of our commitment to driving long-term shareholder value. At these levels, we expect to be active in the share repurchases in the back half of this year. Cash and cash equivalents were approximately $635 million at the end of the second quarter. Now turning to guidance. For the third quarter of 2025, we expect to generate revenue in the range of $190 million to $195 million. For adjusted EBITDA in the third quarter, we are guiding to a range of $47 million to $51 million, which represents an adjusted EBITDA margin in the range of 25% to 26%. Included in this guidance is the absorption of incremental costs related to the acquisitions of both Ascen and Bubty as well as incremental spend to support the expansion of the enterprise business. Even as we invest in future growth, we will achieve meaningful year-over-year margin improvement in 2025, and we are reiterating our long-term adjusted EBITDA margin target of 35%. As a result of our strong execution and encouraging early impact from our numerous platform enhancements, we are increasing our full year revenue guide to be in the range of $765 million to $775 million. While this guidance does include some minimal top line benefit from the announced enterprise subsidiary acquisitions, the vast majority of the revenue guidance raise is due to the continued strength in our marketplace business. We are also increasing our full year adjusted EBITDA guidance to be in the range of $206 million to $214 million, or 27% adjusted EBITDA margin at the midpoint. This represents a more than 5-point margin expansion versus 2024. We expect full year 2025 non- GAAP diluted EPS to be between $1.14 and $1.18, up from our 2024 results. We are building the foundation for accelerated multiyear growth, and this is reflected in our increased 2025 guidance ranges. We are on the path to top line growth in 2026, driven by multiple well-developed catalysts. On stock-based compensation, we have been taking meaningful steps to reduce our SBC expense, and these actions will have a lasting benefit on our recorded stock-based compensation and GAAP profitability. Stock-based comp is expected to be between $60 million and $65 million for the year. In closing, Q2 2025 was a standout quarter that reflects the strength of our strategy, the power of our platform and the exceptional execution of our team. We delivered record profitability, exceeded guidance on every major financial metric and raised our full year outlook, all while navigating an uncertain macro environment. Our disciplined cost management, expanding gross margins and ability to bend the GSV curve underscore the effectiveness of our strategy and the speed of our execution. We are making bold strategic moves to unlock long-term growth, accelerating our enterprise transformation with 2 game-changing acquisitions and delivering fully integrated AI-enabled customer experiences. As we move into the second half of the year, we are confident in our ability to drive continued operational excellence while investing in durable, profitable growth. We remain focused on increasing value for our clients, for our talent, and for our shareholders, and we are just getting started. With that, we will be happy to take your questions.
Operator:
[Operator Instructions] Our first question coming from the line of Josh Chan with UBS.
Joshua K. Chan:
I wanted to ask about the acquisitions. So could you talk about kind of these assets, in particular, how -- maybe give an example of how they will work once you integrate into your Upwork platform and kind of how things will flow through the revenue and GSV in terms of how you're going to report it?
Hayden Brown:
Thanks, Josh. We've always been best-in-class in offering our enterprise clients talent through the independent contracting model, and we've provided a range of solutions such as employer record and other contracting types through our partners and extensions or workarounds of our platform. Historically, this partnership approach really limited our ability to serve the full range of opportunities that enterprise customers approached us on. So that includes other engagement types like employer of record, some type of managed services and staff augmentation. Clients have been asking us to expand into these spaces because they love our strength in independent contracting. They love our digitally native platform, and they wanted to use us for broader parts of their contingent work programs. With these acquisitions, we're really bringing into Upwork a fully comprehensive digitally native set of solutions that combine our incredible talent pool with Bubty’s workforce management system and Ascen’s contingent employment solution. And each of those businesses and their products were purpose-built for enterprises. So going forward, we are going to be able to serve enterprises in all of these different ways across their full contingent programs, meeting them where they are, integrating into their existing efforts and really not requiring major change management on their side. We've had the benefit of piloting both Bubty and Ascen together along with our solution. And that really showed us how effective this combination is going to be and give us tremendous confidence that this is the right solution that will open up this tremendous $650 billion enterprise opportunity.
Erica Gessert:
And Josh, this is Erica. Maybe I'll just hit the question on GSV and revenue. Like I said, these transactions are immediately GSV and revenue accretive in 2025. They'll have a very small, approximately $5 million or so benefit in the back half of 2025 revenue. And so -- and they'll contribute some top line growth as we enter 2026. As Hayden described, these enterprises have long sales cycles, and we are going after very large multimillion dollar contracts with both our existing enterprise customers and new enterprise customers. So we expect to see much more meaningful GSV and revenue accretion in late 2026.
Joshua K. Chan:
Okay. Perfect. And then maybe if I can ask about the macro situation. I guess some of the employment-oriented data points have kind of softened in recent months. How are you seeing the macro environment impacting your business kind of through Q2 and recognizing that you're taking other steps to kind of offset them, but just curious what kind of macro shape are you embedding into the second half?
Hayden Brown:
Yes, I'll comment on the macro, Josh. So the environment right now continues to be unpredictable. We really haven't seen notable changes from the prior quarter. And so the slower acquisition environment that we've been experiencing for a while now does weigh on things like our active client metrics, but we're now lapping those trends. We have been executing extremely well, and we are increasingly successful in offsetting these macro pressures through the things we can control, things like AI enablement of our platform, growth in our AI categories, our enterprise strategy, which we just discussed. So if you look at our Q2 beat and the increased revenue guide that we just shared, it really reflects our confidence in our own initiatives despite not anticipating or seeing any changes in the macro now or in the near term. As we've said for a while, we do look at a lot of factors here, but we feel that this is a very prudent outlook, and we're excited about what we're delivering.
Operator:
Our next question coming from the line of Maria Ripps with Canaccord.
Maria Ripps:
Congrats on the acquisitions. Can we maybe dive a little bit deeper on your comments around bending the GSV curve? I guess what contributed the most to take rate expansion this quarter? So should we think about AI enhancement, maybe monetization products, like other sort of new offerings like business plan? And sort of now with these 2 acquisitions sort of that you announced today, maybe talk about the opportunity going forward, especially as you think about the gap between your platform and other platforms or solutions out there on the take rate?
Erica Gessert:
Okay. Maria, I'll talk a little bit about take rate and then maybe I'll hand it to Hayden. She can talk a little bit about some of the opportunities that we're seeing, which are really exciting on the GSV front. In terms of take rate expansion in Q2, we've talked a lot about kind of the experimentation that we'd be doing on the platform this year and the amount of time and effort that goes into kind of value-based take rate strategies. So there are quite a number of things that are contributing to the take rate benefit. It's about 50 basis points that we've seen year-over-year in Q2. One of which is some of the supply and demand experimentation that we've implemented on the platform. We started in May with kind of a larger range of kind of freelancer fees on the freelancer side, looking at adjusting the fees according to the amount of freelancer supply on the platform. We've seen some nice take rate benefits there, along with other kind of year- over-year growth, 19% growth in Connects and 13% growth in Freelancer Plus. So actually quite a number of contributors, and we're seeing actually this is just the beginning and a lot more benefits to come from some of the experimentation we're doing. Hayden, do you want to talk to the GSV opportunity?
Hayden Brown:
Sure. Overall, we're seeing a lot of bright spots in terms of our GSV performance here and some of the things that are unlocking it. So notably, the 3-pronged strategy we announced at the beginning of the year is absolutely working. We're seeing the AI features that we're building on the platform are driving volume and velocity. And that means we've seen this $80 million 2025 GSV uplift just from AI and customer experience improvements alone, and that's going to sustain further in 2026 and beyond. We're also seeing great strength in our AI work categories. So GSV is up 30% year-over-year in Q2, which is an acceleration versus Q1. Definitely, demand there is extremely strong, and that's becoming more evident. Enterprise is obviously going to be a bigger opportunity. And to address what you're saying there, we've really set ourselves up with a game-changing offering that lets our sales team go to existing and new accounts and really engage with them on multimillion-dollar opportunities. So these are even bigger than what we were able to do before, and that is really going to contribute over time to enterprise performance overall on both growth. And again, these are take rate accretive solutions relative to our marketplace. So it's going to help us there as well.
Maria Ripps:
Great. That's very helpful. And then can you maybe talk about how you are prioritizing sort of investments in AI, enterprise and ads and monetization against other forms of returning capital to shareholders?
Hayden Brown:
Yes. Sure, Maria. Look, our ability to expand margins and really -- and invest in organic growth is proven with over 20 percentage points of margin expansion over the past 2 years. And the growth catalysts that we've been investing in over the last 2 years are really starting to show strength and starting to bend the GSV curve as we've described. At the same time, we've also been able to execute on some really smart, inexpensive high ROI M&A, and that's helping drive the growth objectives that we're starting to see success in, first with headroom and objective and now most recently with Bubty and Ascen. And last but not least, we've been able to do this while we're also returning capital to shareholders, so far executing $170 million of share buyback just in the last 18 months. So you can really expect more of the same from us. We're going to be focusing our investment in organic growth with really clear yield prospects and really focusing in on using our strong free cash flow and balance sheet, both to accelerate our growth strategy with M&A and to continue our capital return.
Operator:
Our next question coming from the line of Ron Josey with Citi. [Operator Instructions] Our next question coming from the line of Rohit Kulkarni with ROTH Capital Partners.
Jared Grant Osteen:
This is Jared Osteen on for Rohit Kulkarni. Great to see Business Plus continue to grow substantially. I was curious if you could talk a little bit more to the evolution of how new customers are using the platform and anything to the behavior you're seeing of more mature cohorts?
Hayden Brown:
Yes. It's clear from the growth we're seeing in Business Plus that this product is meeting a really clear need in the market. So we built this offering really for larger SMBs and teams that have bigger work needs from us. And what we're seeing so far is Business Plus clients convert faster. They spend more than a typical marketplace client, and they are adopting across the board high-value features like access to our expert-vetted talent and AI-powered talent sourcing and shortlisting. So this all contributed to that big GSV growth of 190% quarter-over-quarter in Business Plus and the 45% growth in clients. And it really is showing that the offering is resonating. I would say the fact that 35% of Business Plus clients are entirely new to Upwork is showing that they want these features, too. We're seeing their adoption very similar to our established customers and really taking up some of these new products and features that are available through Business Plus. And there's not a real difference in terms of how they look new versus existing. It's more that Business Plus overall is just such a great segment for us, performing even more strongly than typical marketplace customers. So we really see this as a material revenue growth driver in 2026 because it's really just kind of building up steam now.
Erica Gessert:
I would just add, we continue to see very strong active client retention overall. This has been a very steady metric for us, and our retained clients grew 2% year-over-year in Q2. So just another bright spot in terms of drivers behind our GSV per active growth overall.
Operator:
And our next question coming from the line of Brent Thill with Jefferies.
Unidentified Analyst:
This is [ John ] for Brent Thill. Maybe some more questions regarding Bubty and Ascen. I guess curious to hear more about the distinction between there in the Marketplace and Business Plus side of the business. I mean, are they very, very distinctly separate? What about if you have clients that want to migrate from one to the other? How would that work? And if they do sign multimillion dollar contracts, is the recognition of that upfront? Or is it spread out as they use the labor pool? And maybe one more -- what -- how is the margin profile compare?
Hayden Brown:
Sure, John. So the distinction is actually pretty big between the marketplace business and the types of customers and deals that Bubty and Ascen unlock for us. If you look at our core marketplace business, we have a lot of very small and small business customers who are doing -- sometimes it's programmatic work for us, but with us, but they don't need the types of features and functionality that very large enterprise customers do. So if you think about the top few thousand enterprise businesses in the world, they have very complex needs around compliance, around reporting, around auditing, around integrating with existing tools. And that's where Bubty and Ascen really come in with new capabilities that are tailored for these very big tens of millions of dollars or greater programs. So it's a very different customer set. The functionality and the needs are very different. To the question about migrating, certainly, if a customer starts with us in the marketplace, we will have a very clear upgrade path for them to move into our enterprise offerings. But right now, we're really focused on kind of a different set of customers who really are best served and would probably only start with us with all of these robust capabilities that we've added in.
Erica Gessert:
I'll just add a couple of things and maybe hit a couple of your questions on revenue recognition and margin profile. But first and foremost, just to be super clear, Business Plus is targeted at more of the SMB market. It has a curtailed set of kind of enterprise- grade solutions, mostly focused on expert talent and other things. And we have seen virtually 0 downgrades from our core enterprise business. So these are really different sets of products targeted at different types of businesses. In terms of go-forward enterprise subsidiary with Bubty and Ascen integrated, these contracts will be recognized as the work is executed just like our enterprise business is today. So really no change there. The one thing about the go-forward business is the majority of these contracts are likely to be a gross revenue recognition contracts, but that will really largely be a presentation issue. And overall, there's, number one, no change at all to our adjusted EBITDA margin target of 35%. And number two, we expect that, that enterprise business unit with its huge growth potential will be meaningfully EBITDA accretive starting in 2027.
Operator:
Our next question coming from the line of Matthew Condon with Citizens Bank.
Matthew Dorrian Condon:
My first one, I just wanted to ask on the testing of the freelancer fees. Just how widely is this rolled out across the platform today? And how should we think about that being rolled out maybe in the back half of this year and into 2026? Any color there would be helpful.
Hayden Brown:
Sure. The changes in the testing around the variable fee is still not fully rolled out to all work types or freelancers. And that's because we're still fine-tuning exactly what that approach needs to look like. So I'd say it's still early in that implementation, and we have a lot of runway to move forward with that. One thing to note about that is it really does drive both GSV and revenue because these fee changes actually drive more matching. And so we expect that the impact from these things will be positive, not just on take rate, but also on GSV in 2026.
Matthew Dorrian Condon:
Great. That's helpful color. And then I just wanted to ask a follow-up just specifically on AI efficiencies internally. You called out some stuff in the press release around customer support, but also just coding. Can you just talk about where we are as far as the efficiencies that you can drive further in cost reductions that you can implement through AI?
Hayden Brown:
Sure. AI implementation is a huge priority for us and is certainly gaining momentum and having impact both internally and on our margin structure. For us, it's not about replacing people. We're really focused on helping our people be more effective and impactful. So we've been implementing AI workflows across the company in engineering and product development, we're seeing 35% of code shipped is touched by or generated by AI. Customer support is another area we're seeing impact. Our agents are actually able to have faster response times, handle higher volumes of tickets. And in finance and HR, that's another area where we're using AI for things like forecasting and analyzing our internal employee feedback. So we have done a lot here, but there's definitely more to do. And again, it does show up in our margin structure, but what we're most excited about is our team is more effective and more productive because of this.
Operator:
And I'm showing no further questions in the Q&A queue at this time. Ladies and gentlemen, that does conclude our conference for today. Thank you all for your participation, and you may now disconnect.

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