[Form 4] Upwork Inc. Insider Trading Activity

Rhea-AI Filing Summary

Marie Olivier, Chief Accounting Officer at Upwork, Inc. (UPWK), reported the sale of 1,686 shares of common stock on 08/19/2025 under a Rule 10b5-1 trading plan adopted May 15, 2025. The shares were sold in multiple transactions at prices ranging from $13.86 to $13.91, producing a reported weighted-average price of $13.8821 per share. The filing was signed by an attorney-in-fact on 08/21/2025. The reporting person discloses she beneficially owned 748 shares after the disposals. The filer offers to provide detailed per-trade quantities and prices upon written request.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating a pre-authorized trading arrangement
• Detailed price disclosure provided: weighted-average price $13.8821 and execution range $13.86–$13.91
• Post-transaction beneficial ownership disclosed: 748 shares remaining

Negative

• Insider disposed of 1,686 shares, reducing beneficial ownership
• Filing provides no rationale for the sale beyond the existence of the 10b5-1 plan

Insights

Securities Compliance Analyst

TL;DR: Sale executed under a documented Rule 10b5-1 plan; disclosure follows Section 16 reporting conventions and includes price range details.

The filing shows an insider sale of 1,686 shares via a pre-established Rule 10b5-1 plan adopted May 15, 2025, with granular disclosure of the weighted-average price and the range of execution prices. This is a routine Section 16 Form 4 disclosure that documents compliance with affirmative defense conditions under Rule 10b5-1. The report also states the reporting person retained 748 shares after the transactions and offers to provide exact per-trade allocation on request.

Corporate Governance Specialist

TL;DR: Insider sale reported transparently; transaction appears administrative rather than extraordinary, per the filing.

The report identifies Marie Olivier as the Chief Accounting Officer and indicates the transaction was executed pursuant to a written trading plan. The filing provides the execution date, weighted-average price, and price range, and it was signed by an attorney-in-fact. Based solely on the filing text, this is a standard disclosure of an insider disposition under an adopted plan, with no additional contextual information provided about timing or rationale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marie Olivier

(Last) (First) (Middle)

C/O UPWORK INC.

530 LYTTON AVENUE, SUITE 301

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UPWORK, INC [ UPWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2025		S(1)		1,686	D	$13.8821(2)	748	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 15, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.86 to $13.91 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Upwork (UPWK) officer Marie Olivier report on Form 4?

She reported the sale of 1,686 shares of Upwork common stock executed on 08/19/2025 under a Rule 10b5-1 plan.

At what price were Marie Olivier's UPWK shares sold?

Weighted-average price $13.8821 per share; execution prices ranged from $13.86 to $13.91.

When was the Rule 10b5-1 plan adopted for these transactions?

The plan was adopted on May 15, 2025, per the Form 4 explanation.

How many UPWK shares did Marie Olivier own after the sale?

She beneficially owned 748 shares following the reported disposals.

Who signed the Form 4 for Marie Olivier?

The Form 4 was signed by an attorney-in-fact, Jacob McQuown, on 08/21/2025.