Vanguard (UPWK) disaggregates holdings; reports 0 shares after realignment

Rhea-AI Filing Summary

Upwork Inc ownership disclosure: The Vanguard Group filed an amendment reporting 0 shares beneficially owned and 0% of Upwork Inc common stock following an internal realignment. The amendment states certain Vanguard subsidiaries will report ownership separately in reliance on SEC Release No. 34-39538, effective after the realignment on January 12, 2026.

The filing is signed by Vanguard's Head of Global Fund Administration on 03/27/2026 and specifies that Vanguard no longer is deemed to beneficially own securities held by those subsidiaries.

Insights

Compliance Attorney

Amendment clarifies beneficial ownership after internal reorganization.

The filing cites SEC Release No. 34-39538 and states subsidiaries or business divisions of The Vanguard Group, Inc. will report beneficial ownership separately after the January 12, 2026 realignment. The amendment records 0 shares and 0% ownership in Upwork common stock.

Legal risk is procedural: this is a status disclosure aligning reporting with the cited release. Subsequent filings from the named subsidiaries may show holdings; watch later amendments for redistribution of reported positions.

Institutional Ownership Analyst

Report signals disaggregation of Vanguard holdings across entities.

The amendment states that certain Vanguard subsidiaries will report separately while pursuing the same investment strategies as before the realignment. The filing explicitly lists 0 beneficially owned shares and 0% for Upwork common stock as of the amendment.

For investors tracking ownership, follow filings by the specific Vanguard subsidiaries to see where positions are reported; this amendment itself does not indicate a change in underlying economic ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Upwork Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91688F104

(CUSIP Number)

03/13/2026

(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

The Vanguard Group

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. In accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment. Further in accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.

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: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd.,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.:
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: 0
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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.

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.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	03/27/2026

FAQ

What does Vanguard's Schedule 13G/A for UPWK report?

It reports 0 shares beneficially owned and 0% of Upwork common stock. The filing records an internal realignment and disaggregation of reporting among Vanguard subsidiaries effective January 12, 2026.

Why does Vanguard say subsidiaries will report separately for UPWK?

Per the amendment, Vanguard underwent an internal realignment and, relying on SEC Release No. 34-39538, certain subsidiaries will report beneficial ownership separately while pursuing the same investment strategies.

Does this filing mean Vanguard sold UPWK shares?

No sale is stated. The amendment says Vanguard no longer is deemed to beneficially own shares held by specified subsidiaries after realignment; it does not describe any transaction or proceeds.

When was the Schedule 13G/A amendment signed?

The filing is signed by Ashley Grim, Head of Global Fund Administration, on 03/27/2026, reflecting the amended reporting position at that time.

Where will future Upwork holdings by Vanguard appear?

Future holdings are expected to be reported by the identified Vanguard subsidiaries on a disaggregated basis, per the amendment's reliance on SEC Release No. 34-39538; monitor subsequent 13G/A filings from those entities.