Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements
During the three months ended March 31, 2026, one of our 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
65
the affirmative defense of Rule 10b5-1(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. Mekhalfa 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 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. Mekhalfa 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)
Sabrina Mekhalfa
Adoption
March 5, 2026 Rule 10b5-1
See footnote 2
March 31, 2027
Chief Accounting Officer
(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 up to 8,942 shares issuable upon the vesting of restricted stock units, which we refer to as RSUs, previously granted to Ms. Mekhalfa that will vest and be released to Ms. Mekhalfa on or prior to the expiration date, subject to Ms. Mekhalfa’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.
66
Item 6. Exhibits.
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing date Filed Herewith
3.2 Amended and Restated Bylaws (as amended and restated on February 3, 2026).
8-K
001-38678 3.1 2/9/2026
3.3 Certificate of Change of Registered Agent.
X
10.1# Upwork Amended and Restated Global Performance Bonus Plan.
X
10.2# Transition and Separation Agreement, dated as of March 17, 2026, by and between Upwork Global LLC and David T. Bottoms.
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
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
_________________________
67
# 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.
68
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 7, 2026 By: /s/ Hayden Brown
Hayden Brown
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 7, 2026 By: /s/ Erica Gessert
Erica Gessert
Chief Financial Officer
(Principal Financial Officer)
69
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.