X0306 4 2022-06-02 0 0001627475 UPWORK, INC UPWK 0001190213 HARVEY KEVIN C/O BENCHMARK, 2965 WOODSIDE ROAD WOODSIDE CA 94062 1 0 0 0 Common Stock 2022-06-02 4 A 0 10192 0.00 A 52115 D Common Stock 2022-06-02 4 A 0 3030 0.00 A 55145 D Common Stock 1751315 I See footnote Common Stock 813992 I See footnote Represents an award of RSUs. The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) June 2, 2023, in each case subject to the continuing service of the Reporting Person through such date. Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2022), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date. Shares are held by a limited liability company controlled by the Reporting Person. Shares are held by the Reporting Person's family trust. /s/ An-Yen Hu, by power of attorney for Kevin R. Harvey 2022-06-06