X0508 4 2024-06-07 false 0001627475 UPWORK, INC UPWK 0001517236 GRETSCH GREGORY C. C/O UPWORK INC. 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 true false false false false Common Stock 2024-06-07 4 A false 16299.00 0.00 A 285238.00 D Common Stock 2024-06-07 4 A false 4845.00 0.00 A 290083.00 D Common Stock 2024-06-10 4 G false 47039.00 0.00 D 243044.00 D Common Stock 2024-06-10 4 G false 47039.00 0.00 A 761201.00 I See footnote Common Stock 35020.00 I See footnote Common Stock 716795.00 I See footnote Common Stock 1131592.00 I See footnote Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) June 7, 2025, 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, 2024), 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 2025 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 trust for the benefit of the Reporting Person and his spouse. Shares are held by a trust for the benefit of the Reporting Person's children Shares are held by a trust for the benefit of the Reporting Person. Shares are held by a limited partnership controlled by the Reporting Person. /s/ Jacob McQuown, Attorney-in-Fact 2024-06-11