Thomas Layton - Jun 5, 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
Jun 5, 2025
Transactions value $
$0
Form type
4
Date filed
6/9/2025, 07:03 PM
Previous filing
May 15, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
LAYTON THOMAS Director C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO /s/ Jacob McQuown, Attorney-in-Fact 2025-06-09 0001079457

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Award $0 +11.4K +53.22% $0.00 32.7K Jun 5, 2025 Direct F1
transaction UPWK Common Stock Award $0 +3.38K +10.33% $0.00 36.1K Jun 5, 2025 Direct F2
transaction UPWK Common Stock Award $0 +3.69K +10.21% $0.00 39.8K Jun 5, 2025 Direct F2
holding UPWK Common Stock 1.62M Jun 5, 2025 See footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 2026 annual meeting of stockholders and (b) June 5, 2026, in each case subject to the continuing service of the Reporting Person through such date.
F2 Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2025), 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 2026 annual meeting of stockholders and (b) June 30, 2026, in each case subject to the continuing service of the Reporting Person through such date.
F3 Shares are held by a trust for the benefit of the Reporting Person.