Upwork (UPWK) 10-Q 7 Aug 24 2024 Q2 Quarterly report Financial data

Cover Page

Cover Page	6 Months Ended
	Jun. 30, 2024 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38678
Entity Registrant Name	UPWORK INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4337682
Entity Address, Address Line One	475 Brannan Street, Suite 430
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	650
Local Phone Number	316-7500
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	UPWK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)	132,006,676
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 182,803	$ 79,641
Marketable securities	314,941	470,457
Funds held in escrow, including funds in transit	218,656	212,387
Trade and client receivables – net of allowance of $4,893 and $5,141 as of June 30, 2024 and December 31, 2023, respectively	116,522	103,061
Prepaid expenses and other current assets	22,743	17,825
Total current assets	855,665	883,371
Property and equipment, net	28,149	27,140
Goodwill	118,219	118,219
Intangible assets, net	2,258	3,048
Operating lease asset	2,627	4,333
Other assets, noncurrent	1,645	1,430
Total assets	1,008,563	1,037,541
Current liabilities
Accounts payable	5,863	5,063
Escrow funds payable	218,656	212,387
Accrued expenses and other current liabilities	49,811	58,192
Deferred revenue	10,766	17,361
Total current liabilities	285,096	293,003
Debt, noncurrent	357,008	356,087
Operating lease liability, noncurrent	4,835	6,088
Other liabilities, noncurrent	528	1,288
Total liabilities	647,467	656,466
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 132,006,676 and 137,272,754 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	13	14
Additional paid-in capital	615,012	674,918
Accumulated other comprehensive income (loss)	(529)	205
Accumulated deficit	(253,400)	(294,062)
Total stockholders’ equity	361,096	381,075
Total liabilities and stockholders’ equity	$ 1,008,563	$ 1,037,541

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4,893	$ 5,141
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	490,000,000	490,000,000
Common stock, shares issued (in shares)	132,006,676	137,272,754
Common stock, shares outstanding (in shares)	132,006,676	137,272,754

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 193,129	$ 168,611	$ 384,066	$ 329,469
Cost of revenue	43,852	40,882	88,045	81,309
Gross profit	149,277	127,729	296,021	248,160
Operating expenses
Research and development	52,465	43,246	105,381	87,727
Sales and marketing	47,333	59,069	95,184	124,069
General and administrative	29,924	28,983	61,925	58,270
Provision for transaction losses	1,774	2,547	2,701	9,248
Total operating expenses	131,496	133,845	265,191	279,314
Income (loss) from operations	17,781	(6,116)	30,830	(31,154)
Other income, net	5,620	3,982	12,342	46,982
Income (loss) before income taxes	23,401	(2,134)	43,172	15,828
Income tax provision	(1,181)	(1,857)	(2,510)	(2,652)
Net income (loss)	$ 22,220	$ (3,991)	$ 40,662	$ 13,176
Net income (loss) per share:
Basic (in dollars per share)	$ 0.17	$ (0.03)	$ 0.30	$ 0.10
Diluted (in dollars per share)	$ 0.17	$ (0.03)	$ 0.30	$ (0.18)
Weighted-average shares used to compute net income (loss) per share
Basic (in shares)	131,435,839	134,141,525	133,808,901	133,492,087
Diluted (in shares)	138,265,913	134,141,525	140,798,457	135,048,728
Other comprehensive income (loss), net of tax:
Net unrealized holding (loss) gain on marketable securities, net	$ (143)	$ 297	$ (734)	$ 2,220
Total comprehensive income (loss)	$ 22,077	$ (3,694)	$ 39,928	$ 15,396

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		132,368,265
Beginning balance at Dec. 31, 2022	$ 248,879	$ 13		$ 592,900	$ (3,085)	$ (340,949)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		274,093
Issuance of common stock upon exercise of stock options	935			935
Stock-based compensation expense	38,774			38,774
Issuance of common stock for settlement of RSUs (in shares)		1,864,224
Tides Foundation common stock warrant expense	375			375
Issuance of common stock in connection with employee stock purchase plan (in shares)		377,015
Issuance of common stock in connection with employee stock purchase plan	2,564			2,564
Unrealized gain (loss) on marketable securities	2,220				2,220
Net income (loss)	13,176					13,176
Ending balance (in shares) at Jun. 30, 2023		134,883,597
Ending balance at Jun. 30, 2023	306,923	$ 13		635,548	(865)	(327,773)
Beginning balance (in shares) at Mar. 31, 2023		133,464,264
Beginning balance at Mar. 31, 2023	288,956	$ 13		613,887	(1,162)	(323,782)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		50,842
Issuance of common stock upon exercise of stock options	177			177
Stock-based compensation expense	18,733			18,733
Issuance of common stock for settlement of RSUs (in shares)		991,476
Tides Foundation common stock warrant expense	187			187
Issuance of common stock in connection with employee stock purchase plan (in shares)		377,015
Issuance of common stock in connection with employee stock purchase plan	2,564			2,564
Unrealized gain (loss) on marketable securities	297				297
Net income (loss)	(3,991)					(3,991)
Ending balance (in shares) at Jun. 30, 2023		134,883,597
Ending balance at Jun. 30, 2023	$ 306,923	$ 13		635,548	(865)	(327,773)
Beginning balance (in shares) at Dec. 31, 2023	137,272,754	137,272,754
Beginning balance at Dec. 31, 2023	$ 381,075	$ 14		674,918	205	(294,062)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)			(200,000)
Ending balance (in shares) at Mar. 31, 2024		133,118,345
Ending balance at Mar. 31, 2024	$ 348,876	$ 13	$ (2,138)	627,007	(386)	(275,620)
Ending balance (in shares) at Mar. 31, 2024			(175,000)
Beginning balance (in shares) at Dec. 31, 2023	137,272,754	137,272,754
Beginning balance at Dec. 31, 2023	$ 381,075	$ 14		674,918	205	(294,062)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and common stock warrants (in shares)		197,557
Issuance of common stock upon exercise of stock options and common stock warrants	770			770
Stock-based compensation expense	36,763			36,763
Issuance of common stock for settlement of RSUs (in shares)		2,198,932
Tides Foundation common stock warrant expense	375			375
Issuance of common stock in connection with employee stock purchase plan (in shares)		414,159
Issuance of common stock in connection with employee stock purchase plan	2,917			2,917
Repurchase of common stock (in shares)		(8,076,726)
Repurchase of common stock	(100,732)	$ (1)		(100,731)
Unrealized gain (loss) on marketable securities	(734)				(734)
Net income (loss)	$ 40,662					40,662
Ending balance (in shares) at Jun. 30, 2024	132,006,676	132,006,676
Ending balance at Jun. 30, 2024	$ 361,096	$ 13	$ 0	615,012	(529)	(253,400)
Ending balance (in shares) at Jun. 30, 2024			0
Beginning balance (in shares) at Mar. 31, 2024		133,118,345
Beginning balance at Mar. 31, 2024	348,876	$ 13	$ (2,138)	627,007	(386)	(275,620)
Beginning balance (in shares) at Mar. 31, 2024			(175,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		159,907
Issuance of common stock upon exercise of stock options	664			664
Stock-based compensation expense	19,678			19,678
Issuance of common stock for settlement of RSUs (in shares)		1,344,711
Tides Foundation common stock warrant expense	187			187
Issuance of common stock in connection with employee stock purchase plan (in shares)		414,159
Issuance of common stock in connection with employee stock purchase plan	2,917			2,917
Repurchase of common stock (in shares)		(3,030,446)	(175,000)
Repurchase of common stock	(33,303)		$ 2,138	(35,441)
Unrealized gain (loss) on marketable securities	(143)				(143)
Net income (loss)	$ 22,220					22,220
Ending balance (in shares) at Jun. 30, 2024	132,006,676	132,006,676
Ending balance at Jun. 30, 2024	$ 361,096	$ 13	$ 0	$ 615,012	$ (529)	$ (253,400)
Ending balance (in shares) at Jun. 30, 2024			0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 40,662	$ 13,176
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for transaction losses	2,433	5,442
Depreciation and amortization	6,775	3,878
Amortization of debt issuance costs	921	1,177
Accretion of discount on purchases of marketable securities, net	(8,159)	(6,154)
Amortization of operating lease asset	1,706	1,611
Tides Foundation common stock warrant expense	375	375
Stock-based compensation expense	36,180	38,337
Gain on early extinguishment of convertible senior notes	0	(38,945)
Changes in operating assets and liabilities:
Trade and client receivables	(16,158)	(6,957)
Prepaid expenses and other assets	(5,133)	(1,464)
Operating lease liability	(3,129)	(2,866)
Accounts payable	701	(3,371)
Accrued expenses and other liabilities	(6,847)	(5,141)
Deferred revenue	(7,381)	(3,490)
Net cash provided by (used in) operating activities	42,946	(4,392)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(194,299)	(254,119)
Proceeds from maturities of marketable securities	321,846	307,410
Proceeds from sale of marketable securities	35,394	149,859
Purchases of property and equipment	(775)	(135)
Internal-use software and platform development costs	(5,637)	(6,072)
Net cash provided by investing activities	156,529	196,943
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	6,269	16,197
Proceeds from exercises of stock options	770	935
Proceeds from employee stock purchase plan	2,917	2,564
Repurchase of common stock	(100,000)	0
Net cash paid for early extinguishment of convertible senior notes	0	(171,327)
Net cash used in financing activities	(90,044)	(151,631)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	109,431	40,920
Cash, cash equivalents, and restricted cash—beginning of period	296,418	295,231
Cash, cash equivalents, and restricted cash—end of period	405,849	336,151
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	463	837
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	118	124
Internal-use software and platform development costs incurred but not yet paid	$ 134	$ 93

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as talent, and, together with clients, as customers, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is incorporated in the state of Delaware and is headquartered in San Francisco, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these notes to the condensed consolidated financial statements refer to Upwork and its wholly owned subsidiaries.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is referred to as the Annual Report, filed with the SEC on February 15, 2024. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2024. Prior period presentation has been revised to conform to the current period presentation as of June 30, 2024. In 2023, the Company changed the name of its Upwork Enterprise offering to Enterprise Solutions. Concurrently, to align with customer needs and internal decision-making, the Company combined Enterprise Solutions and Managed Services into a suite of Enterprise offerings. To conform to the current period presentation as of June 30, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering in Marketplace revenue. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the six months ended June 30, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board, which is referred to as the FASB, issued Accounting Standards Update, which is referred to as ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the new disclosures that will be added to the footnotes included in the Company’s consolidated financial statements for the year ending December 31, 2024.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Revenue Disaggregation of Revenue See “Note 9 —Segment and Geographical Information” for the Company’s revenue disaggregated by type of service and geographic area. Remaining Performance Obligations As of June 30, 2024, the Company had $5.1 million of remaining performance obligations associated with the transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with talent subject to tiered service fees. In May 2023, the Company retired its tiered service fee structure for talent and introduced a simplified flat service fee of 10%. This change took effect for new contracts and existing contracts that would have otherwise been subject to a 20% fee under the former tiered service fee model. Contracts under the former tiered service fee model that had a 5% fee retained that rate for those contracts through the end of 2023. With this change to the Company’s tiered service fee structure, the Company no longer allocates a portion of the transaction price to unexercised material rights. As of June 30, 2024, the Company expects to recognize substantially all of the $5.1 million of remaining performance obligations associated with unexercised material rights related to tiered service fees over the next 12 months, with an immaterial amount recognized thereafter. The Company has applied the practical expedients and exemptions and does not disclose the value of remaining performance obligations for: (i) contracts with an original expected length of one year or less; and (ii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation under the series guidance. Contract Balances The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent: (In thousands) June 30, 2024 December 31, 2023 Trade and client receivables, net of allowance $ 116,522 $ 103,061 Contract liabilities Deferred revenue 10,766 17,361 Deferred revenue (component of other liabilities, noncurrent) 4 790 During the three and six months ended June 30, 2024, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with talent subject to tiered service fees and related allocation of transaction price to material rights. Revenue recognized during the three and six months ended June 30, 2024 that was included in deferred revenue as of March 31, 2024 and December 31, 2023 was $8.9 million and $13.0 million, respectively. Revenue recognized during the three and six months ended June 30, 2023 that was included in deferred revenue as of March 31, 2023 and December 31, 2022 was $9.8 million and $15.2 million, respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of June 30, 2024 and December 31, 2023. The following tables summarize the Company’s available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash equivalents or marketable securities as of June 30, 2024 and December 31, 2023: (In thousands) June 30, 2024 Amortized Unrealized Unrealized Fair Cash Equivalents Marketable Level I Money market funds $ 108,360 $ — $ — $ 108,360 $ 108,360 $ — Treasury bills 137,436 — (203) 137,233 23,277 113,956 U.S. government securities 19,020 4 (106) 18,918 — 18,918 Total Level I 264,816 4 (309) 264,511 131,637 132,874 Level II Commercial paper 25,575 — — 25,575 — 25,575 Corporate bonds 133,226 68 (231) 133,063 — 133,063 Commercial deposits 14,377 — — 14,377 — 14,377 Asset-backed securities 5,100 — (12) 5,088 — 5,088 Foreign government and agency securities 3,973 — (9) 3,964 — 3,964 Total Level II 182,251 68 (252) 182,067 — 182,067 Total $ 447,067 $ 72 $ (561) $ 446,578 $ 131,637 $ 314,941 (In thousands) December 31, 2023 Amortized Unrealized Unrealized Fair Cash Equivalents Marketable Level I Money market funds $ 4,782 $ — $ — $ 4,782 $ 4,782 $ — Treasury bills 291,611 109 — 291,720 13,955 277,765 U.S. government securities 26,213 3 (18) 26,198 — 26,198 Total Level I 322,606 112 (18) 322,700 18,737 303,963 Level II Commercial paper 35,699 — — 35,699 — 35,699 Corporate bonds 92,979 189 (12) 93,156 — 93,156 Commercial deposits 15,371 — — 15,371 — 15,371 Asset-backed securities 14,728 2 (42) 14,688 — 14,688 Foreign government and agency securities 3,075 5 — 3,080 — 3,080 U.S. agency securities 4,506 — (6) 4,500 — 4,500 Total Level II 166,358 196 (60) 166,494 — 166,494 Total $ 488,964 $ 308 $ (78) $ 489,194 $ 18,737 $ 470,457 Additionally, the Company deposits funds held in escrow in interest-bearing and non-interest-bearing cash accounts. The interest earned on the interest-bearing accounts is included in revenue in the Company’s condensed consolidated statement of operations and comprehensive income (loss). As of June 30, 2024 and December 31, 2023, the fair value of the Company’s funds held on behalf of customers and held in interest-bearing cash accounts was measured using Level I inputs. Unrealized Investment Losses The following tables summarize, for all debt securities classified as available-for-sale in an unrealized loss position as of June 30, 2024 and December 31, 2023, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses June 30, 2024 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Treasury bills $ 137,233 $ (203) $ — $ — $ 137,233 $ (203) U.S. government securities 14,819 (78) 2,860 (28) 17,679 (106) Corporate bonds 79,151 (231) — — 79,151 (231) Asset-backed securities — — 4,907 (12) 4,907 (12) Foreign government and agency securities 3,631 (9) — — 3,631 (9) Total $ 234,834 $ (521) $ 7,767 $ (40) $ 242,601 $ (561) (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses December 31, 2023 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss U.S. government securities $ 15,381 $ (15) $ 5,182 $ (3) $ 20,563 $ (18) Corporate bonds 24,062 (10) 552 (2) 24,614 (12) Asset-backed securities 6,598 (20) 7,348 (22) 13,946 (42) U.S. agency securities 1,995 (1) 2,505 (5) 4,500 (6) Total $ 48,036 $ (46) $ 15,587 $ (32) $ 63,623 $ (78) For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, nor does it anticipate that it will need to or be required to sell the securities. As of June 30, 2024 and December 31, 2023, the decline in fair value of these securities was due to increases in interest rates and not due to credit related factors. As of June 30, 2024 and 2023, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be other-than-temporarily impaired. The Company did not record any impairment charges with respect to its marketable securities during each of the three and six months ended June 30, 2024 and 2023. During the three months ended June 30, 2024 and 2023, interest income, net was $6.2 million and $4.8 million, respectively. During the six months ended June 30, 2024 and 2023, interest income, net was $13.9 million and $10.3 million, respectively. Interest income, net is included in other income, net in the Company’s condensed consolidated statement of operations and comprehensive income (loss).

Balance Sheet Components

Balance Sheet Components	6 Months Ended
	Jun. 30, 2024
Balance Sheet Related Disclosures [Abstract]
Balance Sheet Components	Balance Sheet Components Cash and Cash Equivalents, Restricted Cash, and Funds Held In Escrow, Including Funds In Transit The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the six months ended June 30, 2024: (In thousands) June 30, 2024 December 31, 2023 Cash and cash equivalents $ 182,803 $ 79,641 Restricted cash 4,390 4,390 Funds held in escrow, including funds in transit 218,656 212,387 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 405,849 $ 296,418 Property and Equipment, Net Property and equipment, net consisted of the following: (In thousands) June 30, 2024 December 31, 2023 Internal-use software and platform development $ 53,148 $ 47,096 Leasehold improvements 11,857 11,644 Computer equipment and software 7,314 6,605 Office furniture and fixtures 2,745 2,745 Total property and equipment 75,064 68,090 Less: accumulated depreciation (46,915) (40,950) Property and equipment, net $ 28,149 $ 27,140 For the three months ended June 30, 2024 and 2023, depreciation expense related to property and equipment, excluding internal-use software and platform development, was $0.6 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, depreciation expense related to property and equipment, excluding internal-use software and platform development, was $1.3 million and $1.5 million, respectively. For each of the three months ended June 30, 2024 and 2023, the Company capitalized $3.6 million of internal-use software and platform development costs. For the six months ended June 30, 2024 and 2023, the Company capitalized $6.1 million and $6.4 million of internal-use software and platform development costs, respectively. For the three months ended June 30, 2024 and 2023, amortization expense related to the capitalized internal-use software and platform development costs was $2.6 million and $1.1 million, respectively. For the six months ended June 30, 2024 and 2023, amortization expense related to the capitalized internal-use software and platform development costs was $4.7 million and $2.3 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (In thousands) June 30, 2024 December 31, 2023 Accrued compensation and related benefits $ 18,636 $ 25,872 Accrued indirect taxes 12,552 13,171 Accrued vendor expenses 8,513 8,844 Operating lease liability, current 3,812 5,687 Accrued payment processing fees 3,780 2,090 Accrued talent costs 1,668 1,415 Other 850 1,113 Total accrued expenses and other current liabilities $ 49,811 $ 58,192 Stockholders’ Equity 2024 PSU Awards During the three months ended March 31, 2024, the compensation committee of the Company’s board of directors, which is referred to as the compensation committee, approved the grant of performance stock unit awards to certain members of the Company’s leadership team under the Company’s 2018 Equity Incentive Plan, which are referred to as the 2024 PSU Awards. These awards were granted on March 18, 2024, which is referred to as the PSU Grant Date. Up to fifty percent of the total number of shares subject to the 2024 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets in the fiscal year ending December 31, 2025 and up to the remaining fifty percent of the total number of shares subject to the 2024 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets in the fiscal year ending December 31, 2026. For each year, the financial performance targets consist of year-over-year revenue growth and adjusted EBITDA margin targets that were established by the compensation committee at the time of grant, which is referred to as the PSU Performance Condition. In order to receive the vested PSUs, a recipient must remain in continuous service with the Company until the compensation committee certifies the achievement of the PSU Performance Condition for the applicable year, which is referred to as the PSU Service Condition. The dates on which such certification takes place are referred to as Certification Dates. The Company classifies the 2024 PSU Awards as equity awards. Stock-based compensation expense related to the 2024 PSU Awards is a component of operating expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and is recognized over the longer of the expected achievement period for the PSU Performance Condition and the PSU Service Condition, which is 23 months and 35 months for the shares eligible to vest under the 2024 PSU Awards based on performance in each of the years ending December 31, 2025 and 2026, respectively. The grant date fair value of the 2024 PSU Awards was determined using the Company’s closing common stock price on the PSU Grant Date multiplied by the number of 2024 PSU Awards that were probable of vesting on the PSU Grant Date. At each reporting date prior to the Certification Dates, the number of 2024 PSU Awards that are probable of vesting will be reassessed and any changes are reflected in stock-based compensation expense for the period. Share Repurchase Program During 2023, the Company’s board of directors authorized the repurchase of up to $100.0 million of shares of the Company’s outstanding common stock, which is referred to as the Share Repurchase Program. Repurchases of the Company’s common stock under the Share Repurchase Program may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions, or by other methods, at the Company’s discretion, and in accordance with applicable securities laws and other restrictions. The Share Repurchase Program has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions. During the three and six months ended June 30, 2024, the Company repurchased and subsequently retired 2.9 million and 8.1 million shares of its common stock for an aggregate amount of $33.1 million and $100.0 million at an average price of $11.60 and $12.38 per share, including fees associated with the repurchases, respectively. As of June 30, 2024, the Company had no remaining balance available for repurchases under the Share Repurchase Program. During the three months ended March 31, 2024, the Company repurchased 0.2 million shares of its common stock that were recorded as treasury stock in the Company’s condensed consolidated balance sheet as of March 31, 2024 and retired in April 2024. As of June 30, 2024, the Company did not hold any shares of treasury stock.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the Company’s operating lease agreements, as of June 30, 2024 and December 31, 2023, the Company had irrevocable letters of credit outstanding in the aggregate amount of $0.8 million. The letters of credit are collateralized by restricted cash in the same amount. No amounts had been drawn against these letters of credit as of June 30, 2024 and December 31, 2023. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Potential contingencies may include various claims and litigation or non-income tax matters that arise from time to time in the normal course of business. Due to uncertainties inherent in such contingencies, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved. As of June 30, 2024 and December 31, 2023, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of June 30, 2024 and December 31, 2023. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Enterprise Solutions and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision.

Debt

Debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt The following table presents the carrying value of the Company’s debt obligations as of June 30, 2024 and December 31, 2023: (In thousands) June 30, 2024 December 31, 2023 Convertible senior notes $ 360,998 $ 360,998 Total debt 360,998 360,998 Less: unamortized debt issuance costs (3,990) (4,911) Debt, noncurrent $ 357,008 $ 356,087 Weighted-average interest rate 0.76 % 0.77 % Convertible Senior Notes Due 2026 In August 2021, the Company issued 0.25% convertible senior notes due 2026, which are referred to as the Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture between the Company and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as trustee, which is referred to as the Indenture. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. As of June 30, 2024 and December 31, 2023, $361.0 million aggregate principal amount of the Notes remained outstanding. The Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.25% per year. Interest will accrue from August 10, 2021 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with the terms of the Notes. Holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount at the option of the holder (i) on or after May 15, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, and (ii) prior to the close of business on the business day immediately preceding May 15, 2026, only upon satisfaction of certain conditions and during certain periods specified as follows: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, if the last reported sale price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter of the conversion price on each applicable trading day; • during the five consecutive business day period after any five consecutive trading day period, which is referred to as the Measurement Period, in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and • upon the occurrence of specified corporate events described in the Indenture. Upon conversion, the Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the common stock, at the election of the Company. The Notes have an initial conversion rate of 15.1338 shares of common stock per $1,000 principal amount of Notes, which is subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of approximately $66.08 per share of the Company’s common stock. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur or if the Company issues a notice of redemption with respect to the Notes prior to the maturity date, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after August 20, 2024, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders have the right to require the Company to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest thereon, if any, until, but excluding, the fundamental change repurchase date. The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. For each of the three months ended June 30, 2024 and 2023, interest expense was $0.2 million and amortization of the issuance costs was $0.5 million related to the Notes. For the six months ended June 30, 2024 and 2023, interest expense was $0.5 million and $0.6 million, respectively, and amortization of the issuance costs was $0.9 million and $1.2 million, respectively, related to the Notes. As of June 30, 2024 and December 31, 2023, the if-converted value of the Notes did not exceed the outstanding principal amount. As of June 30, 2024, the total estimated fair value of the Notes was $320.4 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.” Capped Calls In connection with the issuance of the Notes, the Company entered into privately negotiated capped call transactions, which are referred to as the Capped Calls, with various financial institutions. Subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the Capped Calls cover the number of shares of the Company’s common stock initially underlying the Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes its common stock price per share exceeds the conversion price of the Notes, with such reduction subject to a cap based on the cap price. If, however, the market price per share of common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of common stock exceeds the cap price of the Capped Calls. The initial cap price of the Capped Calls is $92.74 per share of common stock, which represents a premium of 100% over the last reported sale price of the common stock of $46.37 per share on August 5, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls; provided that the cap price will not be reduced to an amount less than the strike price of $66.08 per share. The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity.

Net Income (Loss) per Share

Net Income (Loss) per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Net Income (Loss) per Share	Net Income (Loss) per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the periods presented: Three Months Ended Six Months Ended (In thousands, except share and per share data) 2024 2023 2024 2023 Numerator: Basic: net income (loss) $ 22,220 $ (3,991) $ 40,662 $ 13,176 Gain on early extinguishment of convertible senior notes, net of tax — — — (38,525) Interest expense related to convertible senior notes, net of tax 646 — 1,292 638 Diluted $ 22,866 $ (3,991) $ 41,954 $ (24,711) Denominator: Weighted-average shares used to compute net income (loss) per share, basic and diluted Basic 131,435,839 134,141,525 133,808,901 133,492,087 Options to purchase common stock 1,069,292 — 1,165,090 — Common stock issuable upon vesting of restricted stock units and performance stock units — — 63,660 — Common stock issuable upon exercise of common stock warrants 297,737 — 297,761 — Common stock issuable in connection with convertible senior notes 5,463,045 — 5,463,045 1,556,641 Diluted 138,265,913 134,141,525 140,798,457 135,048,728 Net income (loss) per share: Basic $ 0.17 $ (0.03) $ 0.30 $ 0.10 Diluted $ 0.17 $ (0.03) $ 0.30 $ (0.18) The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share because including them would have been anti-dilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Options to purchase common stock 1,996,063 3,577,554 1,900,265 3,577,554 Common stock issuable upon exercise of common stock warrants — 350,000 — 350,000 Common stock issuable upon vesting of restricted stock units and performance stock units 12,558,255 10,332,782 12,494,595 10,332,782 Common stock issuable in connection with employee stock purchase plan 963,958 1,821,635 963,958 1,821,635 Common stock issuable in connection with convertible senior notes — 5,463,045 — 5,463,045 Total 15,518,276 21,545,016 15,358,818 21,545,016

Segment and Geographical Inform

Segment and Geographical Information	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment and Geographical Information	Segment and Geographical Information The Company operates as one operating and reportable segment for the purpose of allocating resources and evaluating financial performance. The following table sets forth total revenue by type of service for the periods presented: Three Months Ended Six Months Ended (In thousands) 2024 2023 2024 2023 Marketplace (1) $ 166,786 $ 142,308 $ 331,116 $ 278,984 Enterprise (1) 26,343 26,303 52,950 50,485 Total revenue $ 193,129 $ 168,611 $ 384,066 $ 329,469 (1) To conform to the current period presentation as of June 30, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering, previously referred to as Upwork Enterprise, in Marketplace revenue. The Company generates its revenue from talent and clients. The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented: Three Months Ended Six Months Ended (In thousands) 2024 2023 2024 2023 Talent United States $ 28,373 $ 21,983 $ 56,140 $ 44,443 India 14,700 12,041 29,169 23,469 Philippines 14,764 10,818 29,320 21,184 Rest of world (1) 53,508 43,655 106,899 85,057 Total talent 111,345 88,497 221,528 174,153 Clients United States 59,522 59,423 119,282 114,874 Rest of world (1) 22,262 20,691 43,256 40,442 Total clients 81,784 80,114 162,538 155,316 Total revenue $ 193,129 $ 168,611 $ 384,066 $ 329,469 (1) During each of the three and six months ended June 30, 2024 and 2023, no single country included in the Rest of world category had revenue that exceeded 10% of total talent revenue, total clients revenue, or total revenue. Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2024 and December 31, 2023.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 22,220	$ (3,991)	$ 40,662	$ 13,176

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	6 Months Ended
	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		During the three months ended June 30, 2024, certain of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K (each, a “Sales Plan”), as set forth in the table below. Each Sales Plan included a representation from the director or officer to the broker administering the plan that the director or officer was not in possession of any material nonpublic information regarding Upwork or the Upwork securities subject to the Sales Plan. A similar representation was made to us in connection with the adoption of each Sales Plan under our Insider Trading Policy. Those representations were made as of the date of adoption or modification of each Sales Plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the director or officer was unaware, or with respect to any material nonpublic information acquired by the director, officer, or us after the date of the representation. Name and Position Action Date Type of Trading Arrangement Maximum Number of Shares of Common Stock Eligible for Sale Expiration Date (1) Olivier Marie Adoption May 3, 2024 Rule 10b5-1 See footnote 2 June 30, 2025 Chief Accounting Officer Elizabeth Nelson Adoption May 25, 2024 Rule 10b5-1 225,000 (3) February 25, 2025 Director Dave Bottoms Modification May 28, 2024 Rule 10b5-1 See footnote 4 May 31, 2025 GM VPII, Marketplace (1) The trading arrangement will be in effect until the earlier of (i) the expiration date set forth in the table and (ii) the date on which the maximum number of shares of our common stock subject to the Sales Plan have been sold thereunder. (2) Includes (i) up to 6,944 shares issued upon vesting of restricted stock units, which we refer to as RSUs, previously granted to Mr. Marie that vested and were released to Mr. Marie prior to the adoption date, less any such shares that may have previously been sold pursuant to Mr. Marie’s Rule 10b5-1 trading plan adopted on May 30, 2023, (ii) up to 621 shares previously purchased by Mr. Marie under the 2018 ESPP, less any such shares that may have previously been sold pursuant to Mr. Marie’s Rule 10b5-1 trading plan adopted on May 30, 2023, (iii) up to 32,522 shares issuable upon vesting of RSUs previously granted to Mr. Marie that will vest and be released to Mr. Marie on or prior to June 18, 2025, less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (iv) a number of shares Mr. Marie may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP. (3) Includes up to 225,000 shares issuable upon exercise of a stock option previously granted to Ms. Nelson. The stock option was fully vested and exercisable as of December 31, 2023, and expires on February 25, 2025. (4) Includes (i) up to 75,013 shares issuable upon vesting of RSUs previously granted to Mr. Bottoms that will vest and be released to Mr. Bottoms on or prior to May 18, 2025, less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (ii) a number of shares Mr. Bottoms may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Olivier Marie [Member]
Trading Arrangements, by Individual
Name	Olivier Marie
Title	Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 3, 2024
Expiration Date	June 30, 2025
Arrangement Duration	423 days
Elizabeth Nelson [Member]
Trading Arrangements, by Individual
Name	Elizabeth Nelson
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 25, 2024
Expiration Date	February 25, 2025
Arrangement Duration	276 days
Aggregate Available	225,000	225,000
Dave Bottoms [Member]
Trading Arrangements, by Individual
Name	Dave Bottoms
Title	GM VPII, Marketplace
Expiration Date	May 31, 2025
Aggregate Available	75,013	75,013
Issued Upon Vesting Of Restricted Stock Units - Vested And Released Prior To Adoption Date [Member] | Olivier Marie [Member]
Trading Arrangements, by Individual
Aggregate Available	6,944	6,944
Previously Purchased Under 2018 Employee Stock Purchase Plan [Member] | Olivier Marie [Member]
Trading Arrangements, by Individual
Aggregate Available	621	621
Issuable Upon Vesting Of Restricted Stock Units - Will Vest And Be Released [Member] | Olivier Marie [Member]
Trading Arrangements, by Individual
Aggregate Available	32,522	32,522

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is referred to as the Annual Report, filed with the SEC on February 15, 2024. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2024. Prior period presentation has been revised to conform to the current period presentation as of June 30, 2024. In 2023, the Company changed the name of its Upwork Enterprise offering to Enterprise Solutions. Concurrently, to align with customer needs and internal decision-making, the Company combined Enterprise Solutions and Managed Services into a suite of Enterprise offerings. To conform to the current period presentation as of June 30, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering in Marketplace revenue.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Summary of Significant Accounting Policies and Recent Accounting Pronouncements Not Yet Adopted	Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the six months ended June 30, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board, which is referred to as the FASB, issued Accounting Standards Update, which is referred to as ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on the footnotes included in the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the new disclosures that will be added to the footnotes included in the Company’s consolidated financial statements for the year ending December 31, 2024.
Fair Value Measurements	The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Contract with Customer, Asset and Liability	The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent: (In thousands) June 30, 2024 December 31, 2023 Trade and client receivables, net of allowance $ 116,522 $ 103,061 Contract liabilities Deferred revenue 10,766 17,361 Deferred revenue (component of other liabilities, noncurrent) 4 790

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Financial Assets Measured at Fair Value	The following tables summarize the Company’s available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash equivalents or marketable securities as of June 30, 2024 and December 31, 2023: (In thousands) June 30, 2024 Amortized Unrealized Unrealized Fair Cash Equivalents Marketable Level I Money market funds $ 108,360 $ — $ — $ 108,360 $ 108,360 $ — Treasury bills 137,436 — (203) 137,233 23,277 113,956 U.S. government securities 19,020 4 (106) 18,918 — 18,918 Total Level I 264,816 4 (309) 264,511 131,637 132,874 Level II Commercial paper 25,575 — — 25,575 — 25,575 Corporate bonds 133,226 68 (231) 133,063 — 133,063 Commercial deposits 14,377 — — 14,377 — 14,377 Asset-backed securities 5,100 — (12) 5,088 — 5,088 Foreign government and agency securities 3,973 — (9) 3,964 — 3,964 Total Level II 182,251 68 (252) 182,067 — 182,067 Total $ 447,067 $ 72 $ (561) $ 446,578 $ 131,637 $ 314,941 (In thousands) December 31, 2023 Amortized Unrealized Unrealized Fair Cash Equivalents Marketable Level I Money market funds $ 4,782 $ — $ — $ 4,782 $ 4,782 $ — Treasury bills 291,611 109 — 291,720 13,955 277,765 U.S. government securities 26,213 3 (18) 26,198 — 26,198 Total Level I 322,606 112 (18) 322,700 18,737 303,963 Level II Commercial paper 35,699 — — 35,699 — 35,699 Corporate bonds 92,979 189 (12) 93,156 — 93,156 Commercial deposits 15,371 — — 15,371 — 15,371 Asset-backed securities 14,728 2 (42) 14,688 — 14,688 Foreign government and agency securities 3,075 5 — 3,080 — 3,080 U.S. agency securities 4,506 — (6) 4,500 — 4,500 Total Level II 166,358 196 (60) 166,494 — 166,494 Total $ 488,964 $ 308 $ (78) $ 489,194 $ 18,737 $ 470,457
Schedule of Unrealized Gain (Loss) on Investments	The following tables summarize, for all debt securities classified as available-for-sale in an unrealized loss position as of June 30, 2024 and December 31, 2023, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses June 30, 2024 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss Treasury bills $ 137,233 $ (203) $ — $ — $ 137,233 $ (203) U.S. government securities 14,819 (78) 2,860 (28) 17,679 (106) Corporate bonds 79,151 (231) — — 79,151 (231) Asset-backed securities — — 4,907 (12) 4,907 (12) Foreign government and agency securities 3,631 (9) — — 3,631 (9) Total $ 234,834 $ (521) $ 7,767 $ (40) $ 242,601 $ (561) (In thousands) Less Than 12 Months 12 Months or Longer Total Duration of unrealized losses December 31, 2023 Fair Value Unrealized loss Fair Value Unrealized loss Fair Value Unrealized loss U.S. government securities $ 15,381 $ (15) $ 5,182 $ (3) $ 20,563 $ (18) Corporate bonds 24,062 (10) 552 (2) 24,614 (12) Asset-backed securities 6,598 (20) 7,348 (22) 13,946 (42) U.S. agency securities 1,995 (1) 2,505 (5) 4,500 (6) Total $ 48,036 $ (46) $ 15,587 $ (32) $ 63,623 $ (78)

Balance Sheet Components (Table

Balance Sheet Components (Tables)	6 Months Ended
	Jun. 30, 2024
Balance Sheet Related Disclosures [Abstract]
Schedule of Cash and Cash Equivalents	The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the six months ended June 30, 2024: (In thousands) June 30, 2024 December 31, 2023 Cash and cash equivalents $ 182,803 $ 79,641 Restricted cash 4,390 4,390 Funds held in escrow, including funds in transit 218,656 212,387 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 405,849 $ 296,418
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following: (In thousands) June 30, 2024 December 31, 2023 Internal-use software and platform development $ 53,148 $ 47,096 Leasehold improvements 11,857 11,644 Computer equipment and software 7,314 6,605 Office furniture and fixtures 2,745 2,745 Total property and equipment 75,064 68,090 Less: accumulated depreciation (46,915) (40,950) Property and equipment, net $ 28,149 $ 27,140
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following: (In thousands) June 30, 2024 December 31, 2023 Accrued compensation and related benefits $ 18,636 $ 25,872 Accrued indirect taxes 12,552 13,171 Accrued vendor expenses 8,513 8,844 Operating lease liability, current 3,812 5,687 Accrued payment processing fees 3,780 2,090 Accrued talent costs 1,668 1,415 Other 850 1,113 Total accrued expenses and other current liabilities $ 49,811 $ 58,192

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Carrying Value of Debt	The following table presents the carrying value of the Company’s debt obligations as of June 30, 2024 and December 31, 2023: (In thousands) June 30, 2024 December 31, 2023 Convertible senior notes $ 360,998 $ 360,998 Total debt 360,998 360,998 Less: unamortized debt issuance costs (3,990) (4,911) Debt, noncurrent $ 357,008 $ 356,087 Weighted-average interest rate 0.76 % 0.77 %

Net Income (Loss) per Share (Ta

Net Income (Loss) per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders	The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the periods presented: Three Months Ended Six Months Ended (In thousands, except share and per share data) 2024 2023 2024 2023 Numerator: Basic: net income (loss) $ 22,220 $ (3,991) $ 40,662 $ 13,176 Gain on early extinguishment of convertible senior notes, net of tax — — — (38,525) Interest expense related to convertible senior notes, net of tax 646 — 1,292 638 Diluted $ 22,866 $ (3,991) $ 41,954 $ (24,711) Denominator: Weighted-average shares used to compute net income (loss) per share, basic and diluted Basic 131,435,839 134,141,525 133,808,901 133,492,087 Options to purchase common stock 1,069,292 — 1,165,090 — Common stock issuable upon vesting of restricted stock units and performance stock units — — 63,660 — Common stock issuable upon exercise of common stock warrants 297,737 — 297,761 — Common stock issuable in connection with convertible senior notes 5,463,045 — 5,463,045 1,556,641 Diluted 138,265,913 134,141,525 140,798,457 135,048,728 Net income (loss) per share: Basic $ 0.17 $ (0.03) $ 0.30 $ 0.10 Diluted $ 0.17 $ (0.03) $ 0.30 $ (0.18)
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders	The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share because including them would have been anti-dilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Options to purchase common stock 1,996,063 3,577,554 1,900,265 3,577,554 Common stock issuable upon exercise of common stock warrants — 350,000 — 350,000 Common stock issuable upon vesting of restricted stock units and performance stock units 12,558,255 10,332,782 12,494,595 10,332,782 Common stock issuable in connection with employee stock purchase plan 963,958 1,821,635 963,958 1,821,635 Common stock issuable in connection with convertible senior notes — 5,463,045 — 5,463,045 Total 15,518,276 21,545,016 15,358,818 21,545,016

Segment and Geographical Info_2

Segment and Geographical Information (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Revenue by Type of Service	The following table sets forth total revenue by type of service for the periods presented: Three Months Ended Six Months Ended (In thousands) 2024 2023 2024 2023 Marketplace (1) $ 166,786 $ 142,308 $ 331,116 $ 278,984 Enterprise (1) 26,343 26,303 52,950 50,485 Total revenue $ 193,129 $ 168,611 $ 384,066 $ 329,469 (1) To conform to the current period presentation as of June 30, 2024, the Company presents revenue from Enterprise Solutions and Managed Services together as Enterprise revenue in prior periods and no longer reports revenue from its Enterprise Solutions offering, previously referred to as Upwork Enterprise, in Marketplace revenue.
Schedule of Revenue by Geographic Area Based on Billing Address of Freelancers and Clients	The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented: Three Months Ended Six Months Ended (In thousands) 2024 2023 2024 2023 Talent United States $ 28,373 $ 21,983 $ 56,140 $ 44,443 India 14,700 12,041 29,169 23,469 Philippines 14,764 10,818 29,320 21,184 Rest of world (1) 53,508 43,655 106,899 85,057 Total talent 111,345 88,497 221,528 174,153 Clients United States 59,522 59,423 119,282 114,874 Rest of world (1) 22,262 20,691 43,256 40,442 Total clients 81,784 80,114 162,538 155,316 Total revenue $ 193,129 $ 168,611 $ 384,066 $ 329,469 (1) During each of the three and six months ended June 30, 2024 and 2023, no single country included in the Rest of world category had revenue that exceeded 10% of total talent revenue, total clients revenue, or total revenue.

Revenue - Additional Informatio

Revenue - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation		$ 5.1		$ 5.1
Revenue from contract with customer, service fee	10%
Deferred revenue recognized		$ 8.9	$ 9.8	$ 13	$ 15.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation recognized thereafter		12 months		12 months
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee	20%
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee						5%

Revenue - Schedule of Contract

Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade and client receivables, net of allowance	$ 116,522	$ 103,061
Contract liabilities
Deferred revenue	10,766	17,361
Deferred revenue (component of other liabilities, noncurrent)	$ 4	$ 790

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	$ 447,067	$ 488,964
Unrealized Gain	72	308
Unrealized Loss	(561)	(78)
Fair Value	446,578	489,194
Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	131,637	18,737
Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	314,941	470,457
Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	264,816	322,606
Unrealized Gain	4	112
Unrealized Loss	(309)	(18)
Fair Value	264,511	322,700
Level I | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	131,637	18,737
Level I | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	132,874	303,963
Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	182,251	166,358
Unrealized Gain	68	196
Unrealized Loss	(252)	(60)
Fair Value	182,067	166,494
Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	182,067	166,494
Money market funds | Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	108,360	4,782
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	108,360	4,782
Money market funds | Level I | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	108,360	4,782
Money market funds | Level I | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Treasury bills | Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	137,436	291,611
Unrealized Gain	0	109
Unrealized Loss	(203)	0
Fair Value	137,233	291,720
Treasury bills | Level I | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	23,277	13,955
Treasury bills | Level I | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	113,956	277,765
U.S. government securities | Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	19,020	26,213
Unrealized Gain	4	3
Unrealized Loss	(106)	(18)
Fair Value	18,918	26,198
U.S. government securities | Level I | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
U.S. government securities | Level I | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	18,918	26,198
Commercial paper | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	25,575	35,699
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	25,575	35,699
Commercial paper | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Commercial paper | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	25,575	35,699
Corporate bonds | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	133,226	92,979
Unrealized Gain	68	189
Unrealized Loss	(231)	(12)
Fair Value	133,063	93,156
Corporate bonds | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Corporate bonds | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	133,063	93,156
Commercial deposits | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	14,377	15,371
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	14,377	15,371
Commercial deposits | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Commercial deposits | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	14,377	15,371
Asset-backed securities | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	5,100	14,728
Unrealized Gain	0	2
Unrealized Loss	(12)	(42)
Fair Value	5,088	14,688
Asset-backed securities | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Asset-backed securities | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	5,088	14,688
Foreign government and agency securities | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	3,973	3,075
Unrealized Gain	0	5
Unrealized Loss	(9)	0
Fair Value	3,964	3,080
Foreign government and agency securities | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Foreign government and agency securities | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	$ 3,964	3,080
U.S. agency securities | Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost		4,506
Unrealized Gain		0
Unrealized Loss		(6)
Fair Value		4,500
U.S. agency securities | Level II | Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value		0
U.S. agency securities | Level II | Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value		$ 4,500

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Unrealized Gain (Loss) on Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value
Less Than 12 Months	$ 234,834	$ 48,036
12 Months or Longer	7,767	15,587
Total	242,601	63,623
Unrealized loss
Less Than 12 Months	(521)	(46)
12 Months or Longer	(40)	(32)
Total	(561)	(78)
Treasury bills
Fair Value
Less Than 12 Months	137,233
12 Months or Longer	0
Total	137,233
Unrealized loss
Less Than 12 Months	(203)
12 Months or Longer	0
Total	(203)
U.S. government securities
Fair Value
Less Than 12 Months	14,819	15,381
12 Months or Longer	2,860	5,182
Total	17,679	20,563
Unrealized loss
Less Than 12 Months	(78)	(15)
12 Months or Longer	(28)	(3)
Total	(106)	(18)
Corporate bonds
Fair Value
Less Than 12 Months	79,151	24,062
12 Months or Longer	0	552
Total	79,151	24,614
Unrealized loss
Less Than 12 Months	(231)	(10)
12 Months or Longer	0	(2)
Total	(231)	(12)
Asset-backed securities
Fair Value
Less Than 12 Months	0	6,598
12 Months or Longer	4,907	7,348
Total	4,907	13,946
Unrealized loss
Less Than 12 Months	0	(20)
12 Months or Longer	(12)	(22)
Total	(12)	(42)
Foreign government and agency securities
Fair Value
Less Than 12 Months	3,631
12 Months or Longer	0
Total	3,631
Unrealized loss
Less Than 12 Months	(9)
12 Months or Longer	0
Total	$ (9)
U.S. agency securities
Fair Value
Less Than 12 Months		1,995
12 Months or Longer		2,505
Total		4,500
Unrealized loss
Less Than 12 Months		(1)
12 Months or Longer		(5)
Total		$ (6)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Interest income	$ 6.2	$ 4.8	$ 13.9	$ 10.3

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 182,803	$ 79,641
Restricted cash	4,390	4,390
Funds held in escrow, including funds in transit	218,656	212,387
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 405,849	$ 296,418	$ 336,151	$ 295,231

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 75,064	$ 68,090
Less: accumulated depreciation	(46,915)	(40,950)
Property and equipment, net	28,149	27,140
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	53,148	47,096
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	11,857	11,644
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	7,314	6,605
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,745	$ 2,745

Balance Sheet Components - Addi

Balance Sheet Components - Additional Information (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Depreciation expense	$ 600,000		$ 800,000	$ 1,300,000	$ 1,500,000
Capitalized internal-use software and platform development costs	3,600,000		3,600,000	6,100,000	6,400,000
Amortization of internal-use software and platform development costs	$ 2,600,000		$ 1,100,000	$ 4,700,000	$ 2,300,000
Stock repurchase program, authorized amount						$ 100,000,000
Stock repurchased and retired during period, (in shares)	2,900,000			8,100,000
Stock repurchased and retired during period, value	$ 33,100,000			$ 100,000,000
Shares acquired, average cost per share (in dollars per share)	$ 11.60			$ 12.38
Stock repurchase program, remaining authorized repurchase amount	$ 0			$ 0
Treasury Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased during period, (in shares)	175,000	200,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected achievement period for the PSU performance condition				23 months
Expected achievement period for the PSU service condition				35 months
Share-Based Payment Arrangement, Tranche One | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				50%
Share-Based Payment Arrangement, Tranche Two | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				50%

Balance Sheet Components - Sc_3

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 18,636	$ 25,872
Accrued indirect taxes	12,552	13,171
Accrued vendor expenses	8,513	8,844
Operating lease liability, current	3,812	5,687
Accrued payment processing fees	3,780	2,090
Accrued talent costs	1,668	1,415
Other	850	1,113
Total accrued expenses and other current liabilities	$ 49,811	$ 58,192

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Line of credit facility, maximum borrowing capacity (up to)	$ 800,000	$ 800,000
Long-term line of credit	$ 0	$ 0

Debt - Schedule of Carrying Val

Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 360,998
Less: unamortized debt issuance costs	(3,990)	(4,911)
Debt, noncurrent	$ 357,008	$ 356,087
Weighted-average interest rate	0.76%	0.77%
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 360,998

Debt - Additional Information (

Debt - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended		6 Months Ended
	Aug. 31, 2021 $ / shares $ / derivative	Aug. 31, 2021 tradingDay $ / shares $ / derivative	Aug. 31, 2021 businessDay $ / shares $ / derivative	Aug. 31, 2021 $ / shares $ / derivative	Aug. 31, 2021 segment $ / shares $ / derivative	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Aug. 05, 2021 $ / shares
Debt Instrument [Line Items]
Aggregate principal amount						$ 360,998		$ 360,998		$ 360,998
Amortization of debt issuance costs								921	$ 1,177
Convertible Senior Notes
Debt Instrument [Line Items]
Debt, interest rate	0.25%	0.25%	0.25%	0.25%	0.25%
Aggregate principal amount						360,998		$ 360,998		$ 360,998
Convertible debt, threshold percentage of stock price trigger	130%
Convertible debt, threshold trading days (in trading days)		20			20
Convertible debt, consecutive trading days (in trading days) | tradingDay		30
Convertible debt, business period (in business days) | businessDay			5
Convertible debt, measurement period (in trading days) | tradingDay		5
Convertible debt, measurement period percentage	98%
Convertible debt, conversion rate								1.51338%
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 66.08	$ 66.08	$ 66.08	$ 66.08	$ 66.08
Redemption price, percentage of principal amount redeemed	100%
Interest expense, debt, excluding amortization						200	$ 200	$ 500	600
Amortization of debt issuance costs						500	$ 500	900	$ 1,200
Convertible Senior Notes | Call Option
Debt Instrument [Line Items]
Initial cap price (in dollars per share) | $ / derivative	92.74	92.74	92.74	92.74	92.74
Premium over last reported sale price, percentage	100%
Price per share of stock transaction (in dollars per share) | $ / shares											$ 46.37
Strike price (in dollars per share) | $ / shares				$ 66.08
Convertible Senior Notes | Level II
Debt Instrument [Line Items]
Estimated fair value of debt						$ 320,400		$ 320,400

Net Income (Loss) per Share - S

Net Income (Loss) per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Basic: net income (loss)	$ 22,220	$ (3,991)	$ 40,662	$ 13,176
Gain on early extinguishment of convertible senior notes, net of tax	0	0	0	(38,525)
Interest expense related to convertible senior notes, net of tax	646	0	1,292	638
Diluted	$ 22,866	$ (3,991)	$ 41,954	$ (24,711)
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic (in shares)	131,435,839	134,141,525	133,808,901	133,492,087
Common stock issuable upon exercise of common stock warrants (in shares)	297,737	0	297,761	0
Common stock issuable in connection with convertible senior notes (in shares)	5,463,045	0	5,463,045	1,556,641
Diluted (in shares)	138,265,913	134,141,525	140,798,457	135,048,728
Net income (loss) per share:
Basic (in dollars per share)	$ 0.17	$ (0.03)	$ 0.30	$ 0.10
Diluted (in dollars per share)	$ 0.17	$ (0.03)	$ 0.30	$ (0.18)
Options to purchase common stock
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Share-based payment arrangements (in shares)	1,069,292	0	1,165,090	0
Common stock issuable upon vesting of restricted stock units and performance stock units
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Share-based payment arrangements (in shares)	0	0	63,660	0

Net Income (Loss) per Share -_2

Net Income (Loss) per Share - Schedule of Potentially Dilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	15,518,276	21,545,016	15,358,818	21,545,016
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,996,063	3,577,554	1,900,265	3,577,554
Common stock issuable upon exercise of common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	350,000	0	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,558,255	10,332,782	12,494,595	10,332,782
Common stock issuable in connection with employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	963,958	1,821,635	963,958	1,821,635
Common stock issuable in connection with convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	5,463,045	0	5,463,045

Segment and Geographical Info_3

Segment and Geographical Information - Additional Information (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Segment and Geographical Info_4

Segment and Geographical Information - Schedule of Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 193,129	$ 168,611	$ 384,066	$ 329,469
Marketplace
Disaggregation of Revenue [Line Items]
Total revenue	166,786	142,308	331,116	278,984
Enterprise
Disaggregation of Revenue [Line Items]
Total revenue	$ 26,343	$ 26,303	$ 52,950	$ 50,485

Segment and Geographical Info_5

Segment and Geographical Information - Schedule of Revenue by Geographic Area Based on Billing Address of Freelancers and Clients (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 193,129	$ 168,611	$ 384,066	$ 329,469
Talent
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	111,345	88,497	221,528	174,153
Talent | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	28,373	21,983	56,140	44,443
Talent | India
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	14,700	12,041	29,169	23,469
Talent | Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	14,764	10,818	29,320	21,184
Talent | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	53,508	43,655	106,899	85,057
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	81,784	80,114	162,538	155,316
Clients | United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	59,522	59,423	119,282	114,874
Clients | Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 22,262	$ 20,691	$ 43,256	$ 40,442