[Form 4] Upwork Inc. Insider Trading Activity

Rhea-AI Filing Summary

Upwork Chief Accounting Officer Marie Olivier executed planned stock sales under a Rule 10b5-1 trading plan established on May 3, 2024. The transactions occurred across two dates:

• On June 20, 2025: Sold 748 shares at weighted average price of $13.2421 per share
• On June 23, 2025: Sold 1,842 shares at $13.2421 per share

Following these transactions, Olivier's direct ownership decreased to 2,042 shares. The sales were executed according to a pre-established trading plan, which provides a safe harbor from insider trading allegations. The share prices ranged from $13.11 to $13.38 during the June 20 transactions. These planned sales represent a reduction in the executive's equity stake but were made under a structured trading program rather than discretionary sales.

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).

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)
06/20/2025

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	06/20/2025		S(1)		748	D	$13.2421(2)	3,884	D
Common Stock	06/23/2025		S(1)		1,842	D	$13.2421	2,042	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 3, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.11 to $13.38 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	06/24/2025
	** 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

How many shares of UPWK stock did Marie Olivier sell on June 20, 2025?

Marie Olivier, Upwork's Chief Accounting Officer, sold 748 shares of UPWK common stock on June 20, 2025 at a weighted average price of $13.2421 per share.

What was the total number of UPWK shares sold by Marie Olivier in June 2025?

Marie Olivier sold a total of 2,590 shares of UPWK stock across two transactions: 748 shares on June 20, 2025, and 1,842 shares on June 23, 2025, both at a price of $13.2421 per share.

How many UPWK shares does Marie Olivier own after the reported transactions?

Following the reported transactions, Marie Olivier directly owns 2,042 shares of Upwork Inc. (UPWK) common stock.

Was UPWK insider Marie Olivier's stock sale planned in advance?

Yes, the transactions were executed pursuant to a Rule 10b5-1 trading plan that Marie Olivier adopted on May 3, 2024, approximately 13 months before the transactions occurred.

What was the price range of UPWK shares sold by Marie Olivier?

The shares were sold in multiple transactions at prices ranging from $13.11 to $13.38 per share, with a weighted average price of $13.2421 per share.