Form 4 for UPWK UPWORK, INC

Accepted 2025-05-15 00:00:00 ET · period of report 2025-05-13 · accession 0001562180-25-003911 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
MI	2025-05-15	2025-05-13+	UPWK	LAYTON THOMAS	Dir	S - Sale	$17.50	-500.0K	1.87M	-21%	-$8.75M

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-05-14	S	D	250,000	$17.52	1,617,769	I See Footnote	—	—	(F4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.36 to $17.744 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. (F3) Shares are held by a trust for the benefit of the Reporting Person.
2	Common	Common Stock	2025-05-13	S	D	250,000	$17.47	1,867,769	I See Footnote	—	—	(F1) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.295 to $17.57 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. (F2) Reflects the gifts of 25,909 and 5,065 shares by the Reporting Person to a trust for the benefit of the Reporting Person. (F3) Shares are held by a trust for the benefit of the Reporting Person.