Leela Srinivasan - Jun 5, 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
Jun 5, 2025
Transactions value $
-$149,749
Form type
4
Date filed
6/9/2025, 07:03 PM
Previous filing
Jun 11, 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Srinivasan Leela Director C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO /s/ Jacob McQuown, Attorney-in-Fact 2025-06-09 0001780545

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Award $0 +11.4K +14.59% $0.00 89.3K Jun 5, 2025 Direct F1
transaction UPWK Common Stock Sale -$98.9K -6.52K -7.3% $15.16 82.8K Jun 5, 2025 Direct F2, F3
transaction UPWK Common Stock Sale -$50.9K -3.31K -4% $15.36 79.5K Jun 6, 2025 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents an award of restricted stock units ("RSUs"). The RSUs vest 100% 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.
F2 This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 18, 2025 and was made to satisfy tax withholding obligations in connection with the vesting of the Reporting Person's prior year annual RSU award.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.30 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 February 18, 2025 and was made for purposes of a charitable gift.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.22 to $15.49 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.