Insider Trading Arrangements

3 Months Ended

Jun. 30, 2025

Each Sales Plan included a representation from the director or officer to the broker administering the plan that such director or officer was not in possession of any material nonpublic information regarding Upwork

or the Upwork securities subject to the Sales Plan. A similar representation was made to us in connection with the adoption of each Sales Plan under our Insider Trading Policy. Those representations were made as of the date of adoption or modification of each Sales Plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the director or officer was unaware, or with respect to any material nonpublic information acquired by the director, officer, or us after the date of the representation.

Name and Position

Action

Date

Type of Trading

Arrangement

Maximum Number of Shares of Common Stock
Eligible for Sale

Expiration Date(1)

Olivier Marie

Adoption

May 15, 2025

Rule 10b5-1

See footnote 2

June 30, 2026

Chief Accounting Officer

David T. Bottoms

Adoption

May 30, 2025

Rule 10b5-1

See footnote 3

June 30, 2027

GM, Marketplace

(1) The trading arrangement will be in effect until the earlier of (i) the expiration date set forth in the table and (ii) the date on which the maximum number of shares of our common stock subject to the Sales Plan have been sold thereunder.

(2) Includes (i) up to 1,294 shares issued upon the vesting of restricted stock units, which we refer to as RSUs, previously granted to Mr. Marie that vested and were released to Mr. Marie prior to the adoption date, less any such shares that may have previously been sold pursuant to Mr. Marie’s Rule 10b5-1 trading plan adopted on May 3, 2024, (ii) up to 36,597 shares issuable upon the vesting of RSUs previously granted to Mr. Marie that will vest and be released to Mr. Marie on or prior to the retirement date, subject to Mr. Marie’s continued service on each vesting date and less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (iii) a number of shares Mr. Marie may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP.

(3) Includes (i) up to 187,478 shares issuable upon the vesting of RSUs previously granted to Mr. Bottoms that will vest and be released to Mr. Bottoms on or prior to the expiration date, subject to Mr. Bottoms’s continued service on each vesting date and less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, (ii) up to 287,219 shares issuable upon the vesting of performance stock units, which we refer to as PSUs, previously granted to Mr. Bottoms that will vest and be released to Mr. Bottoms on or prior to the expiration date, subject to Upwork’s achievement of the performance criteria applicable to the PSUs and Mr. Bottoms’s continued service on each vesting date and less the number of shares sold upon the vesting of the PSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (iii) a number of shares Mr. Bottoms may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Olivier Marie [Member]

Trading Arrangements, by Individual

Name

Olivier Marie

Title

Chief Accounting Officer