X0306 4 2021-11-04 0 0001627475 UPWORK, INC UPWK 0001079457 LAYTON THOMAS C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 1 0 0 1 Chairperson Common Stock 2021-11-04 4 S 0 99220 50.2704 D 4075344 I See footnote Common Stock 2021-11-05 4 S 0 6566 50.0709 D 4068778 I See footnote Common Stock 2021-11-05 4 S 0 15895 50.3237 D 8148 D Common Stock 2021-11-08 4 S 0 6270 50.1299 D 4062508 I See footnote Common Stock 135911 I See footnote The reported sales transaction was executed by the Reporting Person in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement agreement. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.79 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.82 to $50.18 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.82 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.42 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99. /s/Jacob McQuown, Attorney-in-Fact 2021-11-08