X0206 3 2022-06-10 0 0001627475 UPWORK, INC UPWK 0001932860 Marie Olivier C/O UPWORK INC. 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 0 1 0 0 Chief Accounting Officer Common Stock 3172 D Restricted Stock Units (RSU) 0.00 Common Stock 6505 D Restricted Stock Units (RSU) 0.00 Common Stock 21405 D Represents Restricted Stock Units ("RSUs") that vested as to 25% of the total shares on January 18, 2022, and then 1/16th of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person on each vesting date. Exhibit 24.1 - Power of Attorney /s/ Jacob McQuown, Attorney-in-Fact 2022-06-21