UPWORK, INC — Director's Dealing 2026

Feb 20, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2026-02-17

Reporting Person: Brown Hayden (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-17	Common Stock	M	127678.00	—	Acquired	848836.00	Direct
2026-02-18	Common Stock	M	9589.00	—	Acquired	858425.00	Direct
2026-02-18	Common Stock	M	7611.00	—	Acquired	866036.00	Direct
2026-02-18	Common Stock	M	14850.00	—	Acquired	880886.00	Direct
2026-02-18	Common Stock	M	18333.00	—	Acquired	899219.00	Direct
2026-02-18	Common Stock	S	73152.00	$13.8022	Disposed	826067.00	Direct
2026-02-18	Common Stock	S	50000.00	$13.786	Disposed	776067.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-17	Performance Stock Units	$	M	127678.00	Disposed		Common Stock (127678.00)	Direct
2026-02-18	Restricted Stock Units	$	M	9589.00	Disposed		Common Stock (9589.00)	Direct
2026-02-18	Restricted Stock Units	$	M	7611.00	Disposed		Common Stock (7611.00)	Direct
2026-02-18	Restricted Stock Units	$	M	14850.00	Disposed		Common Stock (14850.00)	Direct
2026-02-18	Restricted Stock Units	$	M	18333.00	Disposed		Common Stock (18333.00)	Direct
2026-02-18	Restricted Stock Units	$	A	218221.00	Acquired		Common Stock (218221.00)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

F10: The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

F11: The RSUs vest in equal quarterly installments over four years beginning on May 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

F2: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs or PSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.085 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.

F4: This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 19, 2025.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.14 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.

F6: Represents earned PSUs that vested based on the achievement of performance criteria for a performance period that ended on December 31, 2025, as certified by the compensation committee of the board of directors of the Issuer on February 17, 2026. The earned PSUs vested 100% upon certification.

F7: The RSUs vest 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.

F8: The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

F9: The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.