Dave Bottoms - 20 May 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Role: GM, Marketplace
Signature: /s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol: UPWK
Transactions as of: 20 May 2025
Net transactions value: -$26,583
Form type: 4
Filing time: 22 May 2025, 19:02:27 UTC
Previous filing: 19 May 2025
Next filing: 23 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Bottoms Dave	GM, Marketplace	C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO	/s/ Jacob McQuown, Attorney-in-Fact	22 May 2025	0002019194

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPWK	Common Stock	Sale	$26,583	-1,620	-100%	$16.41	0	20 May 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 7, 2023 and most recently modified on May 28, 2024.
F2	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.30 to $16.52 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.

Content

This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 7, 2023 and most recently modified on May 28, 2024.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.30 to $16.52 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.