T. Rowe Price reports 229,581 Upwork shares (NASDAQ: UPWK) in 13G/A

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. filed an amended Schedule 13G/A reporting 229,581 shares of Upwork Inc. common stock, representing 0.2% of the class as disclosed. The filing lists 222,978 shares with sole voting power and 229,581 with sole dispositive power. The filing states this is an ownership of 5 percent or less and includes a declarative denial that the filer is the beneficial owner.

Insights

Institutional Holdings Analyst

Large asset manager reports a small passive stake in Upwork.

T. Rowe Price lists 229,581 shares (0.2%) of common stock in an amended Schedule 13G/A. The position size is consistent with a passive institutional holding below the 5% threshold.

Position disclosures like this primarily inform on ownership concentration; subsequent filings could show changes but timing is not provided here.

Securities Compliance Counsel

Filing follows Section 13 disclosure norms and includes the required ownership and power breakdowns.

The form specifies sole voting power (222,978) and sole dispositive power (229,581) and repeats the "Ownership of 5 percent or Less" classification. It also contains a denial of beneficial ownership in the signature block.

These elements align with passive-investor reporting practices; no corrective actions or regulatory outcomes are stated.

Key Figures

Shares beneficially owned: 229,581 shares Percent of class: 0.2% Sole voting power: 222,978 shares +1 more

4 metrics

Shares beneficially owned 229,581 shares reported on Schedule 13G/A

Percent of class 0.2% percent of common stock

Sole voting power 222,978 shares shares with sole power to vote

Ownership classification 5 percent or less Item 5 declaration

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power

3 terms

Schedule 13G/A regulatory

"Amendment No. 5 ) UPWORK INC COMMON STOCK 05/31/2026"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 229581"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"(iii) Sole power to dispose or to direct the disposition of: 229581"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

UPWORK INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91688F104

(CUSIP Number)

05/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 91688F104

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 222,978.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 229,581.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

229,581.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UPWORK INC
(b)	Address of issuer's principal executive offices: 530 LYTTON AVENUE, SUITE 301, PALO ALTO, CA, 94301
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 91688F104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 229581
(b)	Percent of class: 0.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 222978
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 229581
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	06/05/2026

FAQ

What stake does T. Rowe Price report in UPWK?

T. Rowe Price reports 229,581 shares, representing 0.2% of Upwork's common stock. The filing classifies the position as ownership of 5 percent or less and lists voting and dispositive power counts.

Does the filing show who controls voting for the reported UPWK shares?

Yes. The filing states 222,978 shares are held with sole voting power. It also shows 229,581 shares with sole dispositive power, per the amended Schedule 13G/A statements.

Is T. Rowe Price claiming beneficial ownership of the UPWK shares?

No. The filing includes a declarative statement denying that T. Rowe Price is the beneficial owner. It nevertheless reports amounts the filer controls for disclosure purposes.

What form was used to disclose T. Rowe Price's UPWK position?

The position is disclosed on an amended Schedule 13G/A (Amendment No. 5) dated in the filing header and signed on 06/05/2026, consistent with passive investor reporting procedures.