Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements
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
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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
Arrangement
Maximum Number of Shares of Common Stock
Eligible for Sale Expiration Date (1)
Olivier Marie
Adoption
May 15, 2025 Rule 10b5-1 See footnote 2
June 30, 2026
Chief Accounting Officer
David T. Bottoms
Adoption
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) 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.
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Item 6. Exhibits.
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing date Filed Herewith
10.1#
O ffer Letter, dated April 17 , 2025, by and between Upwork Inc. and Dana Evan.
X
10.2#
O ffer Letter, dated April 22 , 2025, by and between U pwork Inc. and Glen n Kelman.
X
10.3#
Amended and Restated Change in Control and Severance Agreement, dated May 2, 2025, by and between Upwork Inc. and David T. Bottoms .
X
10.4#
A mended and Restated Change in Contro l and Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and Hayden Brown.
X
10.5#
Amended and Restated Change in Control an d Severance Agreement, dated June 16, 2025, by and between Upwork Inc. and E rica Gessert.
X
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
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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
_________________________
# 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.
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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: August 6, 2025 By: /s/ Hayden Brown
Hayden Brown
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2025 By: /s/ Erica Gessert
Erica Gessert
Chief Financial Officer
(Principal Financial Officer)
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