X0508 4 2025-05-15 false 0001627475 UPWORK, INC UPWK 0001932860 Marie Olivier C/O UPWORK INC. 530 LYTTON AVENUE, SUITE 301 PALO ALTO CA 94301 false true false false Chief Accounting Officer true Common Stock 2025-05-15 4 S false 3105.00 17.141 D 1294.00 D Common Stock 2025-05-18 4 M false 1427.00 A 2721.00 D Common Stock 2025-05-18 4 M false 1200.00 A 3921.00 D Common Stock 2025-05-19 4 S false 528.00 16.7758 D 3393.00 D Common Stock 2025-05-19 4 S false 444.00 16.8086 D 2949.00 D Restricted Stock Units 2025-05-18 4 M false 1427.00 0.00 D Common Stock 1427.00 4281.00 D Restricted Stock Units 2025-05-18 4 M false 1200.00 0.00 D Common Stock 1200.00 3600.00 D This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 3, 2024. Reflects 3,105 shares acquired under the Issuer's employee stock purchase plan on May 14, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.06 to $17.27 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.6048 to $16.87 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 $16.78 to $16.87 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 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. The RSUs vest in equal quarterly installments over three years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2025-05-19