Form 4 for UPWK UPWORK, INC

Accepted 2025-06-09 00:00:00 ET · period of report 2025-06-05 · accession 0001562180-25-004676 · 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
M	2025-06-09	2025-06-05	UPWK	KELMAN GLENN	Dir	A - Grant	$0.00	+39.3K	39.3K	New	$0

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	2025-06-05	A	A	24,585	$0.00	24,585	D	—	—	(F1) Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3 of the total number of shares on each of June 5, 2026 and June 5, 2027, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2028 annual meeting of stockholders and (b) December 31, 2028, in each case subject to continued service through each vesting date.
2	Common	Common Stock	2025-06-05	A	A	11,370	$0.00	35,955	D	—	—	(F2) Represents an award of RSUs. 100% of the total number of RSUs shall vest in full 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.
3	Common	Common Stock	2025-06-05	A	A	3,380	$0.00	39,335	D	—	—	(F3) 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.