UPWK - NASDAQ

Hello, and thank you for standing by. Welcome to Upwork Fourth Quarter 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You would then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. I would now like to hand the conference over to Gary Fuges, Vice President of Investor Relations. You may begin.

Thank you, and welcome to Upwork's discussion of its fourth quarter and full year 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 guaranteed future performance, but rather are subject to a variety of risks, uncertainties, and assumptions, and our actual results could 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 also be available on our annual report on Form 10-K for the year ended 12/31/2025, when filed. In addition, reference will be made to certain non-GAAP financial measures. 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. 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. Finally, unless otherwise noted, reported figures are rounded, comparisons to 2025 are to 2024, and comparisons of the full year 2025 are to the full year 2024. With that, I'll now turn the call over to Hayden.

Good afternoon, and welcome to Upwork's fourth quarter and full year 2025 Earnings Call. In 2025, we completed a three-year journey to fundamentally transform the business and position Upwork to extend our leadership in the AI era. We reinvented our product, customer experience, and operations to enable Upwork to become the human plus AI solution for the market. Today, we're seeing the early benefits of the new Upwork in our full year 2025 financial performance, which included over $4 billion in GSV, $788 million in revenue, and $226 million in adjusted EBITDA. Both revenue and adjusted EBITDA were at record levels, with revenue growth of 2.4% and adjusted EBITDA margin of 29%. We finished the year with a strong Q4, that included year-over-year growth of 3% in GSV, 4% in revenue, and a 27% adjusted EBITDA margin. We're entering the year well-positioned to accelerate growth and generate strong margins in 2026 and beyond by capitalizing on the $1.3 trillion market opportunity in front of us. In this new era of work, reshaped by AI, Upwork is positioned to lead the shift towards flexible, skills-based talent. I'll unpack our fourth quarter operating achievements across the three growth pillars we shared at our November Investor Day: AI, SMB, and enterprise, and share our 2026 goals for each. Erica will discuss our Q4 and full year 2025 financial performance and 2026 guidance, and then we'll take your questions. There's no doubt that AI is reshaping how work gets done. From what we see every day on our platform, AI and humans do their best work together. Our research published in November shows that human plus agent collaboration increases job completion rates by up to 70% compared to agents working alone. And we're not an outlier. Third-party reports from Anthropic, LinkedIn, and Workday further support Upwork's vision for a future of work that keeps humans at the center with AI amplifying their results. We're evolving the Upwork marketplace to harness this reality. In Q4, we embedded more AI functionality in the marketplace that helped clients and talent work together more easily, generated more than 50% GSV growth from AI-related work on the platform, and laid the foundation to integrate agents to deliver work outcomes. With respect to Upwork's AI-native marketplace, we continue to advance our search and recommendation functionality, and Ooma, Upwork's AI agent, to help clients hire faster and more effectively. In total, we estimate that these improvements contributed $100 million in incremental GSV in 2025. In Q4, we introduced AI-generated work summaries to give clients a richer, multidimensional view of a freelancer's experience and to enable more confident and better-fit hiring decisions. This new feature is already delivering an increased spend per client. By continuously adding AI functionality to our marketplace, we're removing friction between talent and clients and improving monetization on our platform. We're also seeing strong, durable growth in AI-related work as companies move from AI experimentation to execution. As business leaders work to translate AI promises into tangible business impact, many are turning to independent professionals to help with strategy, integration, and implementation. GSV from AI-related work surpassed $300 million on an annualized basis in Q4, up more than 50% from the prior year. This performance was driven by categories like generative AI and creative production, and AI integration and automation, which nearly doubled year over year in Q4. Further, in Q4, we saw the number of clients engaging in AI work increase over 50% year over year, with GSV from these clients exceeding our average spend per client by about three times. While this is still a minority of the total work done in the Upwork marketplace, AI work is becoming more material every day and is an exciting indicator of our AI tailwind. Finally, on agents, in Q4, we outlined our AI agent strategy and introduced the human and agent productivity index, or HAPI, the first-of-its-kind real-world evaluation framework measuring agent performance with humans in the loop. Early learnings validated that human plus agent collaboration delivers superior outcomes to agents alone, and this is shaping our next phase with agent-human pairs already in testing in our product today and rolling out to all customers by year-end. Turning to our second growth pillar, SMBs remain a major growth driver for Upwork, and we're seeing strong traction here with Business Plus, our purpose-built SMB solution. Since launching at the end of 2024, Business Plus has scaled quickly, demonstrating the strength of the product and its fit with this segment. In Q4, we kicked off new targeted marketing efforts with the launch of our first dedicated campaign going after small businesses. This campaign highlights how Business Plus addresses SMBs' most pressing needs, from access to top talent to team-based hiring and credit-based payment terms. In Q4, active Business Plus clients grew 49% sequentially, with 38% of these clients being new to Upwork. Business Plus is one of our fastest-growing products ever, and its clients spend almost two and a half times more than our marketplace average. These results position Business Plus as a scalable, high-value growth engine at the center of our SMB strategy.

Turning to enterprise.

2025 was a pivotal year with the introduction of Listed. Enabled by the acquisition of two companies, Listed's offering is designed to support every major contingent work contract type and integrate directly into the workflows used by the world's largest companies. Enterprise customers tell us they want these capabilities and can't get them from anyone else in the market today. In Q4, we focused on bringing teams and platforms together and finalized and launched the first phase of a go-to-market strategy to expand with existing customers and pursue a focused set of about 3,000 prioritized enterprise accounts, each with more than $50 million in annual contingent spend. Today, Listed has built a strong pipeline, including dozens of existing and new logos, and is already seeing early success. Lyft has already won two new clients. Given that enterprise sales cycles can take a year or more, we're encouraged by this early progress and remain confident in our ability to execute on the ambitious growth targets for Lyfted that we outlined in our Investor Day. Looking ahead to 2026, we're continuing to build on the progress we made last year across our three growth pillars. In AI, we're taking our AI-native marketplace to the next level. In 2025, Ooma was like Tesla's self-driving mode: powerful, capable, and ready to take the wheel. In 2026, Ooma will become a Waymo chauffeur for clients and talent, transforming a client's goals into job requirements, postings, and recruiting plans, coordinating with talent and AI agents, and managing projects from inception to delivery. We're launching a fundamentally different customer experience powered by our growing data moat. This means customers can get more complex, higher-value work done even more easily on the platform, leveraging the data and insights we've built over time. We're also continuing to nurture growth in our AI work categories. Demand for AI-skilled talent continues to increase. Our recent in-demand skills report found that demand for top AI-enabled skills more than doubled year over year, and that human expertise commands a premium across work categories. We're helping talent develop and deploy deeper AI skills, including through our partnership with OpenAI, to offer AI training, certifications, and upskilling to global independent professionals on Upwork. Through a range of ecosystem partners like OpenAI, we see an opportunity to continue to extend our reach in new ways. With respect to AI agents, in 2026, we will deepen human-agent collaboration across the marketplace. Our work with third-party agent developers will enable us to offer a differentiated, human and AI experience for delivering high-quality work outcomes. Our unique human and AI agent benchmark provides both a critical training ground for agents and a quality bar for ensuring great work outcomes. With spend on AI agents projected to reach $120 billion by 2028, we're positioning Upwork to capture a meaningful share of this emerging market. For SMB, 2026 is about expanding and scaling our offering. We're doubling down on SMB-specific features for onboarding, team hiring, and AI-driven curation, and running targeted marketing programs for Business Plus to drive broader adoption. As we said in our November Investor Day, our goal for Business Plus is to double in GSV to represent over 5% of our total annual GSV in 2026. At the end of Q4, we're already pacing ahead of plan to reach these 2026 targets, underscoring our early progress in capturing more of the $530 billion SMB market. Finally, in enterprise, our 2026 playbook also remains consistent with what we shared at our Investor Day. Our focus for the first half of the year is on integration and implementation of the Lyfted platform, as we continue to nurture the growing pipeline of enterprises interested in this solution. On the back of sales efforts that are already underway, we expect to ramp the Lyfted business in the second half of this year and then drive scale in 2027 as we unlock the $650 billion enterprise market opportunity. In parallel, we'll look to accelerate our roadmap and time to market through targeted acquisitions. Through thoughtful M&A over the last two and a half years, we successfully raised our game in AI and enterprise. We continue to look for strategic investments that further accelerate our AI, SMB, and enterprise growth initiatives. 2025 marked the capstone year in our transformation of Upwork. We rebuilt the company for the age of human plus AI work while demonstrating strong financial performance. Now we're positioned to lead as the operational backbone for customers navigating this new era. The opportunity ahead is massive, and we're entering 2026 prepared to build on our momentum. With that, I'll turn it over to Erica.

Thanks, Hayden. Before reviewing our Q4 and full year 2025 results, I would like to take a minute to say how proud I am to be a part of the fantastic Upwork team. Our teams executed relentlessly over the past three years, working with discipline and speed to transform Upwork, preparing us to lead in the future of work. We grew GSV to over $4 billion in 2025, with fourth quarter GSV accelerating to 3% growth year over year. At over $1 billion, we continue to evolve the Upwork and Listed platforms to serve the highest value customers and use cases, which is showing up in key leading indicators on our platform. In addition to the AI and Business Plus growth metrics Hayden shared, average GSV per active client increased throughout the year, growing 7% year over year in Q4 to a record level of over $5,100. And overall spend per contract increased 10% year over year, resulting in the highest ever average spend per contract over any twelve-month period at Upwork. While Marketplace GSV growth was relatively flat in the fourth quarter over last year, this was driven primarily by fewer low-value, high-volume contracts. Given the positive fundamentals around larger clients, we expect positive GSV and revenue growth in each quarter of 2026. We ended the quarter with 785,000 active clients. GSV per new client increased 5% year over year and 3% quarter over quarter, representing our sixth consecutive quarter of annual growth for this key value signal. Our churn rate declined over the course of 2025, with fourth quarter churn reaching its lowest level in over eight quarters. Churn in Q4 was over 130 basis points lower than the churn rate in Q4 2024. These improving churn rates, as well as growing yields in our acquisition marketing, mean that we expect to resume sequential active client growth in Q1. Our Q4 results reflect the success of several key customer experience improvement initiatives, starting with GSV from Business Plus, which increased 24% quarter over quarter. Revenue from Freelancer Plus grew 29% year over year, helping to drive total ads and monetization revenue growth of 24% year over year. These and other enhanced value proposition strategies enabled us to grow our Marketplace take rate to 19% in Q4 2025, up from 18.1% in Q4 2024, which helped drive 5% year over year growth in Q4 2025 marketplace revenue. Enterprise revenue decreased 3% year over year in Q4 as anticipated, following our 2025 pause in selling our legacy enterprise plans as we shifted to our new strategy with Lyfted. As discussed at Investor Day, we are targeting 25% GSV growth for our enterprise business this year, with significant acceleration in the second half when integration is complete and we onboard and ramp customers onto the new Lyfted platform. As Hayden discussed, we are seeing strong signals of customer interest, and we're focused on executing on our integration plans with speed to capture this opportunity. As such, we continue to expect Lyfted to ramp in 2026 and to be meaningfully accretive to GSV, revenue, and adjusted EBITDA in 2027. Gross margin was 78% in Q4 and a record high of 77.8% for the full year 2025, as we continue to execute disciplined cost management across every part of our business. Non-GAAP operating expense was $107 million in the fourth quarter, or 54% of revenue, on par with Q4 2024, even as we absorbed approximately $6 million in incremental operating expenses and integration costs from the two acquisitions supporting the Lyfted strategy. For the full year, non-GAAP operating expense was $405 million, or 51% of revenue, compared to 57% of revenue in 2024, reflecting our strong execution and cost management with our business. Adjusted EBITDA was $53 million in the fourth quarter, exceeding the high end of our Q4 guidance range and reaching a record fourth quarter adjusted EBITDA margin of 27%. For the full year, adjusted EBITDA was a record $226 million and reached our highest ever annual EBITDA margin of 29%. Free cash flow for the fourth quarter was $57 million. We generated a record $223 million in free cash flow in 2025, which we expect to use to support organic growth initiatives, M&A to accelerate our growth strategies, and additional share repurchases. In the quarter, we used $34 million in cash to buy back approximately 2 million shares and used a total of $136 million in 2025 to purchase more than 9 million shares as part of our commitment to driving long-term shareholder value. Cash, cash equivalents, and marketable securities were approximately $673 million at the end of the year. Now turning to guidance. For the full year 2026, we continue to expect GSV growth in the range of 4% to 6% and revenue growth in the range of 6% to 8%, or between $835 to $850 million. Starting in Q2, we expect GSV, total rate, and revenue to increase sequentially throughout the remainder of 2026, driven in part by Lyfted completing its integration efforts and beginning to ramp GSV and revenue in the second half of the year. We also continue to expect full year 2026 adjusted EBITDA margin of approximately 29%, or between $240 million to $250 million. While we are incurring about two percentage points of margin dilution from investments in the Lyfted growth strategy in 2026, we are maintaining our margin rate on a year-over-year basis. We expect to exit 2026 at a margin in the low thirties, as a number of longer-term cost optimization strategies start to bear fruit in the back half of the year. We expect full year 2026 non-GAAP diluted EPS to be between $1.43 and $1.48. For 2026, we expect to generate revenue in the range of $192 million to $197 million. In 2025, we delivered major platform improvements and a return to growth through our focus on higher-value clients and more complex work. The key long-term growth levers we've identified on our Upwork platforms—AI, SMB, and enterprise—are all progressing well, including the growth metrics across Business Plus, the AI category, and other leading growth indicators that Hayden and I shared today. This gives us confidence in achieving our top-line growth outlook for the year while also continuing to invest in growth and optimize our cost base. For adjusted EBITDA in the first quarter, we are guiding to a range of $45 million to $47 million, which represents an adjusted EBITDA margin in the range of 23% to 24%. Our margin outlook in Q1 is lower than is typical for our business due to the rapid pace of our Lyfted integration projects, investments to support growth on the Lyfted platform, and some incremental marketing investments to support additional growth opportunities in the marketplace. With the long-term cost optimization initiatives we have implemented, we have strong confidence in our 29% margin outlook for the year and in our ongoing progress toward our long-term 35% margin target. We expect Q1 2026 non-GAAP diluted EPS to be between $0.26 and $0.28. In closing, Upwork is well-positioned for accelerating multiyear growth starting this year. I'm excited about the growth opportunities ahead and look forward to building on our current momentum in 2026. We are entering the year with strong progress on our key growth levers, on a highly profitable foundation, and with a very strong track record of producing operating leverage. We have proven our commitment to growing shareholder value, and our strong balance sheet and tremendous free cash flow yield give us flexibility to maximize value and continue to solidify our market leadership. I know I speak for everyone at Upwork when I say we are excited about 2026 and the great growth prospects for our business. And with that, we would be happy to take your questions.

Thank you. Then wait for your name to be announced. To withdraw your question, please press 11 again. Our first question comes from the line of Eric Sheridan with Goldman Sachs. Your line is open.

Thank you so much for taking the question. Maybe one, just putting a final point on the way you're framing 2026. When you think about the investment you're making exiting 2025 and moving into the front half of '26, whether it be AI features on the platform or Business Plus expansion or even Lyfted, how should we think about those investments scaling as you move deeper into 2026? But more importantly, how should we be thinking about some of the contributions to GSV and revenue growth building and momentum as you get deeper into 2026 and the exit velocity of 2026? Thanks so much.

Thanks, Eric. This is Erica. You know, we've always anticipated when we guided to, you know, the 4% to 6% GSV growth and 6% to 8% revenue growth at our Investor Day, always anticipated a ramp throughout the year in kind of both GSV and revenue. As we mentioned on the call, you know, Lyfted, the investment side of Lyfted, we're, you know, engaging in right now. Really moving as quickly as possible with our integration that includes your kind of initial investments in sales and marketing there as well as finalizing our initial entity structure. We expect to onboard and ramp new customers and existing customers onto the Lyfted platform in the back half of the year. So we're going to see some acceleration there on the enterprise side. Similarly, on the marketplace side, we have a very strong kind of growth trajectory of our growth levers. The AI category growing over 50% year over year, Business Plus growing 24%, and actually, its ramp into Q1 is even stronger than we expected when we planned for the year. So we feel very good about the growth trajectory of these growth levers and expect them to ramp throughout the year and exit at our high point for growth rates on both Lyfted and the marketplace.

Great. Thank you.

Thank you. Please stand by for our next question. Next question comes from the line of Ron Josey with Citi. Your line is open.

I wanted to ask a little bit about search and recommendation functionality that Hayden, I think you talked about from an AI perspective. Just wanted to hear about the early benefits here and help us understand how research recommendation functionalities can, you know, improve overall visibility. And then on Erica, back to sort of Eric's question on visibility on the margin side, talk to us about the sales and marketing initiatives that you're running from a Business Plus perspective. And the results you've seen thus far? Thank you.

On the AI and search side, we've made a few types of investments here that already started having an impact for us last year, and we'll continue to ramp this year both in terms of features that are live and new features we'll be shipping. To give you a little bit of color on that, you know, we launched Ooma Recruiter as one example, which is a key feature currently in the business plan that's really accelerating time to hire by getting clients to a shortlist of really high-fit candidates very quickly. We've also been launching some features around things like conversation search and messaging where we can get a much richer idea of a client's goals and needs and then go into our, you know, tremendous talent pool and target the right prospects for that based on that more enriched search experience. So some of the things are already live and having an impact, and we'll continue to ramp across our customer base this year. And then, of course, we're also doing more this year to take the investments in the platform and really make some changes to the user experience both on the side of kind pre-hire, so the search and match side, as well as the collaboration and project management area. These are places where we're investing this year, we're shipping new experiences that really are transformative and are much more AI-powered with much of those experiences. And what we're seeing in early testing is, you know, they really are having a positive impact on customers as they go through our funnel and are able to offload more of the work to Ooma and move more quickly towards their goal. So that's ongoing and definitely going to propel our goal this year.

And hey, Ron, to your question on marketing and specifically on Business Plus, we did start to have some Business Plus dedicated campaigns launching in Q4 and have continued some of those into Q1. The great thing about Business Plus is these customers spend 2.5 times the platform average in GSV, and new customers who onboard onto Business Plus have a higher spend profile than the average. And so these are very good investments for us. And one of the reasons we're stepping our kind of marketing up a little bit around the marketplace side in Q1 is because we are seeing some very nice yields in terms of the spend that we've been doing. And so, you know, the great thing about kind of how we've been managing our cost base is we will have this year to spend a little bit more on the sales and marketing side, we have other longer-term, you know, kind of cost optimization projects coming through that we expect to benefit the back half of the year. That includes some back-end automation we've been working on for a couple of years now as well as a location strategy to hire and kind of lower-cost locations. So all those things will benefit us in the back half, enable us to kind of continue to grow our margins and invest in marketing.

That's great. Thank you, Erica. Thank you, Hayden.

Thank you. Please stand by for our next question. Our next question comes from the line of John Young for Brent Thill with Jefferies. Your line is open.

Hi. Thank you. This is John Young for Brent Thill. May I ask two questions? One, in terms of the Q1 guide on maybe revenue and the GSV, are there any special seasonal factors there given, you know, I think people expect a little more in Q1? Excuse me. Excluding the ramp in Lyfted, especially, I guess, in the marketplace segment. And then second, anything Sorry about that. Second, on the top of the funnel, if you could talk about any impact from SEO versus GEO and performance marketing, that'd be great. Thank you.

John, I'm so sorry. Could you repeat the question? We were having some technical difficulties on our end.

Okay. Yeah. I did hear the echo. The first question was on the Q1 guide for GSV and revenue. I mean, wondering if there are any special seasonal factors given, I think, people expect a little more. I mean, I know you're ramping Lyfted more in the second half, but I don't know if there's any other factors in the marketplace segment. And then for the top of the funnel, I don't know if you've seen any impact still in SEO versus GEO and the different performance marketing channels. Thank you.

For the first question, the Q1 guide, I apologize. We're having a little bit of audio difficulty here on our end, but hopefully, everyone can hear me. On the Q1 guide, look, Q1 is manifesting as we expected when we guided at our Investor Day in November. This was always going to be a little bit of a bridge quarter for us, first and foremost, as you referenced on the enterprise side with the investments upfront in Lyfted and really the acceleration in revenue and GSV coming when we start to transfer people onto the platform. On the marketplace side, you know, we have been focusing on growing these larger customers with longer-term relationships, and that's been extremely successful for us. It's showing up across our platform in our lowering churn rates and other things like that. But there is some ramp to the spend with these customers. And so, you know, if there's been any kind of smaller impacts on the margins to volumes, it's really been at the very lowest end, smallest contract types, kind of sub-$100 contracts. Every leading indicator on our platform for future growth, including GSV per active, up 7% year over year, spend per contract, up 10% year over year, and importantly, spend per new continues to grow, which is a very important value signal for us. We feel really good about the underlying growth trajectory of our business and are confident in our guide for the year. On the top of funnel question on SEO and GEO, I think, you know, we actually have seen some very, very good yields on the GEO side, but it's super early days. You know, these are very, very new channels for everyone. And I also think there's some interplay still between SEO and GEO. So we feel really confident and positive about, you know, what we're seeing from a signal point of view on that side of the house, but it's also very early days.

Thank you.

Thank you. Please stand by for our next question. Our next question comes from the line of Maria Ripps with Canaccord. Your line is open.

Great. Thanks so much for taking my questions. First, can you maybe expand a little more on active client trends in Q4? And I guess, what are some of the dynamics that you are seeing that should drive active client growth starting this quarter? I think you mentioned marketing campaigns, but is there anything else to highlight?

Yeah. So, obviously, you know, we talked about it on the call. Our churn rate's been coming down kind of sequentially throughout 2025 and down 130 bps throughout the year, year over year in Q4. So the ongoing benefits to churn rate, this is if you know, the active client number is a trailing twelve-month number, so those are going to continue to compound and benefit us as we go into 2026. So that is one of the dynamics helping us, as well as the fact that we are seeing some good top-of-funnel yields as we go into Q1. And so we're feeling pleased with, you know, also the kind of top-of-funnel acquisition, which is going to benefit us and help to resume active client growth.

That's helpful. And then, given expanding demand for AI work, do you feel like you have sufficient AI talent on the platform? I guess, is that a bottleneck in any sense? Are you doing anything different to maybe attract AI talent to the platform?

Sure, Maria. We are really pleased with the AI category growth that we've already seen, you know, up more than 50% year over year. This is our fastest-growing category, and subcategories within the AI group are, you know, really on fire, which is exciting for us. We expect this to be a trend throughout this year and into future years. We are not seeing strong indications of a talent gap on the platform. However, we're always looking at making sure we have exactly the right talent to do this work, you know, augmenting the pool we have of 350,000 AI experts already working with our clients in the last year alone. And that's where we're doing things like the partnership with OpenAI, where, you know, we're helping them on the side of certifying 10,000,000 talent that they've committed to with their OpenAI for jobs initiative, and we're definitely excited to see a place where those talented individuals can come and find work. So, you know, we're not seeing a bottleneck here. We're excited about the growth and think it's extremely durable based on, you know, what we're seeing in the ecosystem and our best case is 2025 and 2026 rather.

Got it. Thank you so much.

Thank you. Please stand by for our next question. Our next question comes from the line of Matt Condon with Citizens. Your line is open.

Thank you so much for taking my questions. My first one is just great to see the two new clients in the enterprise side of the business. But is there any color you can give on just existing clients' demand that you're seeing from them, whether it be test budgets or any other signal that would give us confidence as we move into the back half of the year? My second one is just on the variable freelancer fee. Just wanted to see how that's progressing as you roll that out more broadly across the marketplace. Thank you so much.

Sure, Matt. On the Lyfted side, we are very pleased that we're tracking some plan with this work. And yes, we've seen both the new client interest, including the two clients you referenced, given the sales cycle in enterprise is so long, we're very pleased to already have those two clients coming on board with us. But you're right. We're also in conversations with our existing customers who are moving us in for RFPs and contracts that we would not have been in contention with before. And so, you know, our funnel is quite healthy, and that's a mix of both new demand and folks that are really new to our story, also existing customers who now are considering us for work that was previously really not in the cards for us. So all the signs there are extremely promising in terms of the green shoots, and we see a really good path to accelerating this business over the course of the year.

Yeah. And then just on the variable freelancer fee, you know, we are really excited about the strategy. We had some real success with the very early testing that we did in 2025. We are going to be rolling out the variable freelancer fee to more categories starting in Q1 and kind of doing more of a gradual rollout throughout the year. And so that's another reason that, you know, we have a lot of confidence in the ramp for the year from a revenue point of view and GSV because, you know, we are kind of rolling this out gradually and will continue to test. But this has been a super successful strategy for us and actually really speaks to the strength of our data science bench here, which has been really creative and come up with something that is, you know, using the supply and demand dynamics on the platform to drive both GSV and revenue.

Thank you so much.

Thank you. Please stand by for our next question. Our next question comes from the line of Bernie McTernan with Needham. Your line is open.

Great. Thanks for taking the questions. Appreciate it. Maybe just to start on Business Plus, it was the large number, 38% of clients are actually being new to Upwork. I was just surprised. It seems like it's a pretty strong acquisition tool. I thought it might be more of an existing sell-in. So maybe you just talk to the go-to-market there and what you're seeing that's successful. And then on the just to clarify, on the fourth quarter, given the marketplace take rate of 19%, I think it implies the enterprise GSV was up a lot year over year. So basically, should we expect a step down in Q1 before we ramp back throughout the year? Just how to think about the shape of the GSV trends on enterprise. Thank you.

On the side of Business Plus, you're right. This has actually proven to be an extremely effective client strategy, and I think we're still very early in fully deploying the opportunity around that. And we did this first targeted SMB marketing campaign in Q4, we saw some really positive results from that. We are seeing, you know, great acceleration both in terms of volume, 49% client growth quarter on quarter, and defense. Which is really important because this is a key part of our strategy for moving upmarket to larger small businesses, you know, those that maybe have 50 plus employees, have much more sustaining spend, are looking to get more complex work done. This is really the sweet spot for that product, and we're already ahead of plan as we enter Q1 in terms of the contribution of Business Plus to GSV against the target we have of exiting the year, 5% plus GSV coming from Business Plus. So all signs are really showing that this is something that is appealing to both new and existing customers, and I think there's a lot of time room for us to continue to both expand the value proposition, but also execute the marketing and other things behind that growth that's going to be durable this year and beyond.

Yeah. And on the GSV trends on enterprise, there obviously is some contribution from the acquisitions in terms of the year-over-year growth, but overall, overall kind of enterprise revenue, you know, we are in a sort of holding pattern right now in terms of the revenue that we're recognizing from our legacy business. Just to remind everyone, we stopped selling new enterprise plans, and actually, we stopped both the land and expand motion on legacy enterprise at the beginning of 2025. And so, you know, to the extent there is some, you know, some minor churn at the low end on enterprise right now, we don't have new customers coming on the platform right now to replace it. So in Q1, we do expect there to be some kind of slight decline in overall enterprise revenue sequentially. But that's all in anticipation of, you know, the build on Lyfted and really ramping up very quickly once we put the new platform, light up the new platform.

Understood. Thank you.

Thank you. Please stand by for our next question. Our next question comes from the line of Rohit Kulkarni with ROTH Capital Partners. Your line is open.

Hey. Thanks. This data point on AI clients spending three times your average spend per client. Can you comment on what's specifically driving that higher spend? Is it higher rates? Longer duration, more scope of projects, more projects at the same time? And then just to clarify on this, when we reconcile your first quarter and full year guide, it implies a path where revenue growth exits this year in possibly mid-teens from where you are right now? So pretty significant back-end loaded acceleration. Can you talk about whether that's a fair way to think about it? And apart from enterprise, is there something that gives you confidence in that stronger second-half growth?

Yeah. Sure. In terms of the AI category, Rohit, so several of the factors you mentioned are true about the spend on the AI category. First and foremost, the average kind of hourly rate or wage in the AI category is about 40% higher than, you know, kind of average, you know, kind of tech wages on the platform. So it is a significantly higher rate. There is also just a higher volume of work. So if you think about some of the spend and actually where we're seeing very fast growth, it is in, you know, kind of AI infrastructure work, also, you know, generative AI kind of prompt engineering type work. And some of these are, you know, quite big or long-term projects. So yeah, so overall, there's a good reason to see to believe that this is going to continue to grow, and we really see no end in sight to the growth of the category. In terms of sorry. What was the oh, wait. I think the other question was the exit rate for revenue growth. Yeah. Enterprise is a big factor here because, you know, the 25% year-over-year GSV growth that we're targeting for enterprise that's really all in the back half of the year. So that is ramping in the back half of the year, like we said, once that platform lights up. But we also have a lot of confidence, and we do expect that marketplace, GSV, and revenue will continue to ramp from a growth rate point of view throughout the rest of this year. And the reason for that is that we are all of these kind of growth drivers in the platform are scaling up. Business Plus continues to grow and scale every single quarter. The AI category growing 50% year over year, we have visibility into that and expect that at least continue current growth rates throughout 2026. And then, like I said, things like the Variable Freelancer Fee, which will also be ramping all of these are drivers to enable the growth of GSV and revenue throughout the year.

Okay. And if I could ask a question, like a big picture question to Hayden on agents, fascinating stuff in the prepared remarks. When you say human-agent collaboration, elaborate what does the workflow actually look like in practice? As in and then Upwork, where do you see humans add value, and where do you see agents fully automate tasks, and how does Upwork actually end up benefiting on either of those two sides?

So, you know, there's a I'd say, what raging debate about is it AIs or humans, or is it AI and humans? And we are looking at the data on our platform with this every single day, and it is very clear that the solutions that are winning the market today bring together the fact that what agents can do with human judgment, with human as an overlay and a supplement to what the AI agents are capable of, even the most powerful one. We launched this benchmark last year. It's called the HAPI benchmark, which really benchmarks humans and agents together. That really showed that when you bring a human into the mix, agents are able to complete work with a 70% or more success rate than when they're just operating alone. So there's a big step up when you're breaking up this equation. So all of that is a backdrop for our strategy, which is really about bringing our incredible asset into the talent network that is skilled, is capable, that is AI-equipped. Alongside agents, whether they are our own agents like Ooma, but also the, you know, huge and growing ecosystem of third-party agents so that those humans and agents can collaborate seamlessly to deliver outcomes for our clients. And you're right, Rohit. This is not a, you know, a user experience that exists anywhere else, and we are really building it from the ground up here at Upwork. We have a product in testing today where clients can submit jobs or submit work they're trying to get done. And human and agent pairs collaborate on delivering those results. That's the experience that we are using as kind of the initial framing for what we'll be rolling out over the course of this year where we bring humans and agents together as collaborative workers inside of our ecosystem, delivering work for customers. But our view is that this is, you know, we are in the early innings of a huge opportunity. I think it's a $130 billion of the Gen six spend by 2028. And we believe we can participate in a meaningful part of that by enabling third-party agents and our talent to collaborate together to deliver incredible work outcomes right through our platform.

Great. Thank you both.

Thank you. Our next question comes from the line of Josh Chan with UBS. Your line is open.

Hi, good afternoon, Hayden and Erica. Just two questions from me. I guess the first question is on EBITDA. I was wondering if you could bridge us from the 59% to almost $60 million of EBITDA you did in Q3 to the $53 million in Q4 and then the Q1 guide. I know that revenue is a little bit lower, but just curious to hear what moving pieces are leading to that EBITDA cadence over the last couple of quarters. And then I guess secondly, on enterprise, what are some of the milestones that you are looking for to achieve in order to hit your kind of 2026 aspirations? I know you mentioned winning two clients. So how many clients do you need to win by midyear to get there? Just something to help us understand the pace of what we should be looking for would be helpful on that side. Thank you.

Yes, Josh. On the EBITDA bridge, in Q4, is when we really Q3, we closed the Ascend deal. And so had only about, I think, half a quarter of their cost base in our results. So we the fourth quarter of the two cost bases. But more importantly, we incurred in Q4 we started to incur a number of kind of integration costs that are temporary in nature. To in order to kind of enable that business largely on the kind of platform enablement side. Similarly, in Q1, we're I think we're projecting about $6 million of investment in Q1, much of which is temporary in nature as we kind of invest in the final international entity structure and other things for the Lyfted platform. Also, in Q4, we, you know, it tends to be a slightly lighter adjusted EBITDA quarter. And that's largely because of kind of bonus accruals and other things that happened in that quarter.

On the side of the enterprise milestones, Josh, you know, we feel great about where the pipeline is right now in order to achieve those growth goals that we have for later in the year. Just to give you a sense, you know, we're going after a target set of about 3,000 enterprise customers who all spend each one, $50 million or more on strategic labor. And so a shift in our strategy now that Lyfted is coming into fruition really lets us go after much bigger customers with much bigger contracts than what we were eligible for in the past. And so to hit our growth goals, we don't need, you know, hundreds of customers to onboard. We need a small number of high-quality clients who are ramping their computer program with us, and that's what we're very focused on, and we see the signs of that happening. So key milestones we look out across the year. The first one will be launching migrating clients onto the Lyfted platform once our integration work is complete, and we're targeting the middle of the year for that. And then, of course, on the back of those migrations and turning on both new and existing customers with that functionality, we will see those step-ups in GSV and revenue that we're expecting in Q3 and Q4.

Great. Thank you both for the color.

Thank you. Please stand by for our next question. Our next question comes from the line of Brad Erickson with RBC Capital Markets. Your line is open.

Hey, guys. Thanks. Two for me. One, you shared you know, you talked a lot today about all the way AI is driving growth, GSV, active customers, etcetera. So when we kind of put that in the context of GSV up 3% in Q4, what are the parts of the marketplace business that are still kind of seeing headwinds? And any help you can give us there about kind of the persistence of that? And then I have a follow-up.

Sure. You know, we are really excited about the momentum we see in the AI categories. And would say, you know, we continue to see on the flip side, you know, a minor impact from categories like writing and translation, which for many quarters and now even years, you know, have been declining due to automation broadly and AI more recently. So that's one small factor, but I'd actually say the bigger factor behind, you know, some of our more modest growth rates in the immediate term is really just like a it's a transition quarter for us. We've really been launching our enterprise sales strategy fast ramping the SMB strategy around Business Plus. Fast ramping. Those things are really coming into effect over the course of this year. And at the same time, I'd say on the margin, this is a labor market that's not great and certainly hasn't improved. We saw in December the lowest BLS data on job openings since September 2020. And I think that's just indicative of the slowness in the market overall, even though which, of course, tracks due to our platform to an extent, even though we're growing faster than competitors, we're growing when folks like staffing firms are reporting, you know, negative growth numbers still. So I think the comparison is we're taking share, and we're positioned well with our growth strategies. A lot of these tailwinds are going to be very durable like AI, and we're very focused on achieving a plan that's already.

I would just add that real quick to this, which is that, you know, if we're seeing headwinds, it's not so much on a category level aside from writing and translation, which has been consistent on our platform for a while. But we are we see some kind of little bit of negative growth on these very, very small, very transactional projects, kind of sub-$300 or less. And so, honestly, that just reinforces the power of our strategy to focus on these longer-term relationships, which are durable, they ramp over time, they improve our churn rates, we maintain these for a long time. So, I think this is going to be the winning strategy. It's really been working for us, and you can see it in the leading indicators in our base. With GSV per client, GSV per contract, GSV per new customer. All of these things going up into the right. So we, you know, we feel good about it.

Yep. That's great. That makes a lot of sense. And then second, just I think you mentioned M&A in your prepared remarks. Just curious kind of what interesting there between maybe product type of acquisitions or maybe better access to certain channels or maybe something else strategic? Just help us kind of what do you what do you guys spitball as a management team around potential M&A?

Sure. So our guidance and our outlook for this year is definitely not predicated on any additional M&A. We are going to achieve our plans just based on our organic levers that are working for us. However, we have done some fantastic and very beneficial M&A over the last two and a half years. That includes, you know, AI-related acquisitions and enterprise-related acquisitions. And so we will continue to run a playbook as working for us. And if we see targets out there, are really lined up against our AI, our SMB, or enterprise strategies, those are the places where we would get more interested.

Got it. Thanks, guys.

Thanks, Brad. Please stand by for our next question. Our next question comes from the line of Marvin Fong with BTIG. Your line is open.

Great. Good evening. Thank you for taking my questions. Maybe to start, on the two new listed customers, it's a great sign of validation of the strategy. Just very early days, I understand. But would love to hear anything you could say about these two clients. I mean, to the extent you're able to speak to know, how much they spend on contingent labor or just many employees they have in general. Or even if you can't give us that, just anything on, you know, how that sales process evolved? Did the deal close as you'd expected on the timeline you'd expect? And then I have a follow-up.

Sure. So we can't disclose too many specifics on these customers, but I can tell you they're really in the sweet spot of that ideal customer profile we have. You know, with, you know, tens of millions of dollars of contingent work spend, with programmatic work happening through this part of their business. Continued work program. And I'd say they, like many of the other customers that are in our funnel, you know, they have really lit up when we pitch them on this listed proposition and the fact that we could provide a differentiated solution that gave them, you know, compliant contracting across all five types of contingent work through a single platform with the highest quality talent that's out there. So they really were, I think, indicative of the product-market fit that we've been building towards with the listed strategy. And we have, you know, many more customers like them in our funnel, which you know, we're pleased to be nurturing over the year. We know this is a long sales cycle. Some of these buyers only make a decision once annually around, you know, going with a vendor in the space. So we're nurturing those relationships. It's working, and we're very excited about what that's going to do in the back half of the year.

Great. Thank you. And my follow-up, just on the Q1 guidance, just trying to square all the points being made. I think you said clients would be up sequentially, yet the revenue guide is down sequentially. Is there something going on with the GSV per client? Or I know you also said enterprise revenue would be down sequentially. Any more color on the moving parts would be great. Thank you.

Yeah. So enterprise revenue, we do expect to be down sequentially. And again, it's really as we kind of invest for the future and make the listed platform kind of transaction-ready. You know, overall, I think we're very comfortable with the guide for Q1. And the reality is that when customers join us on the platform, right, as new customers come on, their spend ramps over time. So we do expect that our kind of new customer account will resume growth sequentially in Q1. But it takes time for those customers to kind of dip their toes in the water and then ramp with us. So we don't get as big of an impact in Q1 from kind of increasing new customer counts.

Okay. Perfect. Thank you both.