UPWORK, INC — Director's Dealing 2024

May 22, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2024-05-20

Reporting Person: NELSON ELIZABETH A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-20	Common Stock	M	70000.00	$3.67	Acquired	102616.00	Direct
2024-05-20	Common Stock	S	70000.00	$11.7879	Disposed	32616.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-20	Stock Option (Right to Buy)	$3.67	M	70000.00	Disposed	2025-02-25	Common Stock (70000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	384096.00	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.66 to $11.925 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: The option is fully vested and exercisable.