UPWORK, INC 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities. Issuer Purchases of Equity Securities Share repurchases of our common stock under the 2024 Share Repurchase Authorization for the three months ended June 30, 2025 were as follows (in thousands, except share and per share amounts): Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) April 1, 2025 - April 30, 2025 2,459,419 $ 12.75 2,459,419 $ 35,596 May 1, 2025 - May 31, 2025 453,088 14.39 453,088 29,078 June 1, 2025 - June 30, 2025 — — — 29,078 Total 2,912,507 $ 13.00 2,912,507 $ 29,078 (1) Shares purchased are as of trade date. (2) Average price paid per share is calculated on the trade date and excludes any excise tax that we accrue on our share repurchases as a result of the Inflation Reduction Act of 2022. (3) In October 2024, we announced that our board of directors authorized the 2024 Share Repurchase Authorization to purchase up to $100.0 million of our common stock. The 2024 Share Repurchase Authorization does not have a fixed expiration date and does not obligate us to acquire any dollar amount or specific number of shares. Repurchases of our common stock under the 2024 Share Repurchase Authorization may be made from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions, or by other methods, at our discretion, and in accordance with applicable securities laws and other restrictions. As of June 30, 2025, we had $29.1 million available for repurchases of our common stock under the 2024 Share Repurchase Authorization. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.