Gary Steele - 05 Jun 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Role: Director
Signature: /s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol: UPWK
Transactions as of: 05 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 09 Jun 2025, 19:03:28 UTC
Previous filing: 23 Sep 2024
Next filing: 04 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Steele Gary	Director	C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO	/s/ Jacob McQuown, Attorney-in-Fact	09 Jun 2025	0001547434

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPWK	Common Stock	Award	$0	+11,370	+14%	$0.000000	94,249	05 Jun 2025	Direct	F1
transaction	UPWK	Common Stock	Award	$0	+3,380	+3.6%	$0.000000	97,629	05 Jun 2025	Direct	F2

* 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.

Content

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.

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.