Insider Trading Arrangements

3 Months Ended

Mar. 31, 2025

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Leela Srinivasan [Member]

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

The Sales Plan included a representation from Ms. Srinivasan to the broker administering the plan that she 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 the Sales Plan under our Insider Trading Policy. Those representations were made as of the date of adoption or modification of the 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 Ms. Srinivasan was unaware, or with respect to any material nonpublic information acquired by her 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)

Leela Srinivasan

Adoption

February 18, 2025

Rule 10b5-1

See footnote 2

February 28, 2026

Director

(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) shares issued upon vesting of restricted stock units, which we refer to as RSUs, previously granted to Ms. Srinivasan that vested and were released to Ms. Srinivasan prior to the adoption date, in an amount equal to the lesser of 10,192 shares and such number of shares reasonably estimated such that the gross proceeds from their sale is sufficient to raise $50,000 for purposes of a charitable gift and (ii) up to 6,520 shares issuable upon vesting of RSUs previously granted to Ms. Srinivasan that will vest and be released to Ms. Srinivasan prior to the expiration date.

Name

Leela Srinivasan

Title

Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

February 18, 2025

Expiration Date

February 28, 2026

Arrangement Duration

375 days