T. Rowe Price reports 14.7% Upwork (UPWK) ownership stake

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. filed an amended Schedule 13G reporting beneficial ownership of 19,232,958 shares of Upwork Inc. common stock, representing 14.7% of the class as of 12/31/2025. It reports sole voting power over 18,800,343 shares and sole dispositive power over 19,231,377 shares, with no shared voting or dispositive power. The firm certifies the shares were acquired and are held in the ordinary course of business, not to change or influence control of Upwork. It also states the filing should not be construed as an admission that T. Rowe Price Associates is the beneficial owner of these securities, and such beneficial ownership is expressly denied.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

UPWORK INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91688F104

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 18,800,343.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 19,231,377.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,232,958.00

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)

14.7 %

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: 19232958
(b)	Percent of class: 14.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 18800343
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 19231377
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:	02/17/2026

FAQ

What ownership stake in Upwork (UPWK) does T. Rowe Price report?

T. Rowe Price Associates reports beneficial ownership of 19,232,958 Upwork common shares, equal to 14.7% of the class as of 12/31/2025. This makes it a significant institutional holder based on the reported percentage of outstanding shares.

How much voting power does T. Rowe Price have in Upwork (UPWK)?

T. Rowe Price Associates reports sole voting power over 18,800,343 Upwork shares and no shared voting power. This means decisions on how these shares are voted rest entirely with T. Rowe Price under its current authority.

What dispositive power over Upwork (UPWK) shares does T. Rowe Price report?

T. Rowe Price Associates reports sole dispositive power over 19,231,377 Upwork shares and no shared dispositive power. Dispositive power refers to the authority to sell or otherwise dispose of the shares held.

Why did T. Rowe Price file this Schedule 13G/A for Upwork (UPWK)?

The amended Schedule 13G was filed because T. Rowe Price Associates beneficially owns more than 5% of Upwork’s common stock. The filing updates its holdings as of 12/31/2025, as required by SEC rules for large institutional investors.

Does T. Rowe Price seek to influence control of Upwork (UPWK)?

T. Rowe Price Associates certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Upwork. It also states they are not held in connection with any such control-related transaction.

Does T. Rowe Price admit beneficial ownership of Upwork (UPWK) shares?

T. Rowe Price Associates specifically states that this filing should not be construed as an admission that it is the beneficial owner of the Upwork securities reported and that such beneficial ownership is expressly denied, despite reporting the position.