What changed in this filing

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Item 5. Other Information

2025-08-06 compared with 2025-05-05 · 42 added, 26 removed, 31 unchanged (69% of the section changed)

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.

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.

During the three months ended June 30, 2025, two 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, each of which is referred to as the Sales Plan, as set forth in the table below.

Each Sales Plan included a representation from the director or officer to the broker administering the plan that such director or officer 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 each Sales Plan under our Insider Trading Policy.

Those representations were made as of the date of adoption or modification of each 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 the director or officer was unaware, or with respect to any material nonpublic information acquired by the director, officer, or us after the date of the representation.

Name and Position Action Date Type of Trading

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

Eligible for Sale Expiration Date (1)

Olivier Marie

May 15, 2025 Rule 10b5-1 See footnote 2

June 30, 2026

Chief Accounting Officer

May 30, 2025 Rule 10b5-1 See footnote 3

June 30, 2027

GM, Marketplace

(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.

(2) Includes (i) up to 1,294 shares issued upon the vesting of restricted stock units, which we refer to as RSUs, previously granted to Mr.

Marie that vested and were released to Mr.

Marie prior to the adoption date, less any such shares that may have previously been sold pursuant to Mr.

Marie’s Rule 10b5-1 trading plan adopted on May 3, 2024, (ii) up to 36,597 shares issuable upon the vesting of RSUs previously granted to Mr.

Marie that will vest and be released to Mr.

Marie on or prior to the retirement date, subject to Mr.

Marie’s continued service on each vesting date and less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (iii) a number of shares Mr.

Marie may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP.

(3) Includes (i) up to 187,478 shares issuable upon the vesting of RSUs previously granted to Mr.

Bottoms that will vest and be released to Mr.

Bottoms on or prior to the expiration date, subject to Mr.

Bottoms’s continued service on each vesting date and less the number of shares sold upon the vesting of the RSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, (ii) up to 287,219 shares issuable upon the vesting of performance stock units, which we refer to as PSUs, previously granted to Mr.

Bottoms that will vest and be released to Mr.

Bottoms on or prior to the expiration date, subject to Upwork’s achievement of the performance criteria applicable to the PSUs and Mr.

Bottoms’s continued service on each vesting date and less the number of shares sold upon the vesting of the PSUs covered by the Sales Plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, and (iii) a number of shares Mr.

Bottoms may purchase under the 2018 ESPP during the term of the Sales Plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP.

Incorporated by Reference

1 unchanged sentence

Exhibit Filing date Filed Herewith

O ffer Letter, dated April 17 , 2025, by and between Upwork Inc.

and Dana Evan.

O ffer Letter, dated April 22 , 2025, by and between U pwork Inc.

and Glen n Kelman.

Amended and Restated Change in Control and Severance Agreement, dated May 2, 2025, by and between Upwork Inc.

A mended and Restated Change in Contro l and Severance Agreement, dated June 16, 2025, by and between Upwork Inc.

and Hayden Brown.

Amended and Restated Change in Control an d Severance Agreement, dated June 16, 2025, by and between Upwork Inc.

and E rica Gessert.

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 .

12 unchanged sentences

_________________________

# Indicates a management contract or compensatory plan.

* 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.

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.

May 5, 2025 By:

August 6, 2025 By:

/s/ Hayden Brown

1 unchanged sentence

(Principal Executive Officer)

May 5, 2025 By:

August 6, 2025 By:

/s/ Erica Gessert

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information