Upwork insider Form 4: director sale leaves 85,129 shares held

Rhea-AI Filing Summary

Upwork Inc. director reports stock sale in a Form 4 filing. On 11/21/2025, the reporting person, a director of Upwork, Inc. (UPWK), sold 12,500 shares of common stock in an open-market transaction. The weighted average sale price was $17.5079 per share, with individual trades executed between $17.40 and $17.62 per share. Following this sale, the director beneficially owns 85,129 shares of Upwork common stock held directly.

Insider Trade Summary

Net Seller: 12,500 shares ($218,849)

Net Sell 1 txn

Insider Steele Gary

Role Director

Sold 12,500 shs ($219K)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,500	$17.5079	$219K

Holdings After Transaction: Common Stock — 85,129 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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

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^*

Steele Gary

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		S		12,500	D	$17.5079(1)	85,129	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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.40 to $17.62 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	11/25/2025
	** 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 insider transaction did Upwork (UPWK) report in this Form 4?

A director of Upwork, Inc. (UPWK) reported selling 12,500 shares of common stock in an open-market transaction on 11/21/2025.

At what price did the Upwork (UPWK) director sell shares?

The director sold the shares at a weighted average price of $17.5079 per share, with individual sales between $17.40 and $17.62 per share.

How many Upwork (UPWK) shares does the director own after the sale?

After the reported sale, the director beneficially owns 85,129 shares of Upwork common stock held directly.

What is the reporting person’s relationship to Upwork (UPWK)?

The reporting person is identified as a director of Upwork, Inc. (UPWK) and is filing individually, not as part of a group.

Was the Upwork (UPWK) insider transaction executed in multiple trades?

Yes. The filing states the reported price is a weighted average of multiple transactions, with trades executed between $17.40 and $17.62 per share.

Can investors obtain more detail on individual trade prices for this Upwork (UPWK) Form 4?

Yes. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the stated range upon written request.