UPWORK, INC 10-Q

Item 5. Other Information. Amended and Restated Change in Control and Severance Agreement On May 2, 2025, we entered into an amended and restated change in control and severance agreement with David T. Bottoms, our GM, Marketplace, which we refer to as the A&R Severance Agreement. The A&R Severance Agreement provides for, among other changes, (i) an increase in the cash severance benefit from 0.5x to 1.0x base salary and (ii) an increase in the continuation of medical benefits from 6 months to 12 months in the event of Mr. Bottoms’s termination by us without cause (as defined in the A&R Severance Agreement) outside of a change in control (as defined in the A&R Severance Agreement). The foregoing description of the A&R Severance Agreement is qualified in its entirety by reference to the full text of the A&R Severance Agreement, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2025. 61 Insider Trading Arrangements During the three months ended March 31, 2025, one of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 105b-1(c) under the Exchange Act, which is referred to as the Sales Plan, as set forth in the table below. The Sales Plan included a representation from Ms. Srinivasan to the broker administering the plan that she was not in possession of any material nonpublic information regarding Upwork or the Upwork securities subject to the Sales Plan. A similar representation was made to us in connection with the adoption of the Sales Plan under our Insider Trading Policy. Those representations were made as of the date of adoption or modification of the Sales Plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Srinivasan was unaware, or with respect to any material nonpublic information acquired by her or us after the date of the representation. Name and Position Action Date Type of Trading Arrangement Maximum Number of Shares of Common Stock Eligible for Sale Expiration Date (1) Leela Srinivasan Adoption February 18, 2025 Rule 10b5-1 See footnote 2 February 28, 2026 Director (1) The trading arrangement will be in effect until the earlier of (i) the expiration date set forth in the table and (ii) the date on which the maximum number of shares of our common stock subject to the Sales Plan have been sold thereunder. (2) Includes (i) shares issued upon vesting of restricted stock units, which we refer to as RSUs, previously granted to Ms. Srinivasan that vested and were released to Ms. Srinivasan prior to the adoption date, in an amount equal to the lesser of 10,192 shares and such number of shares reasonably estimated such that the gross proceeds from their sale is sufficient to raise $50,000 for purposes of a charitable gift and (ii) up to 6,520 shares issuable upon vesting of RSUs previously granted to Ms. Srinivasan that will vest and be released to Ms. Srinivasan prior to the expiration date. 62 Item 6. Exhibits. Incorporated by Reference Exhibit Number Exhibit Title Form File No. Exhibit Filing date Filed Herewith 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X _________________________ * The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 63 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized. UPWORK INC. Date: May 5, 2025 By: /s/ Hayden Brown Hayden Brown President and Chief Executive Officer (Principal Executive Officer) Date: May 5, 2025 By: /s/ Erica Gessert Erica Gessert Chief Financial Officer (Principal Financial Officer) 64