T. Rowe Price holds 13.4% of Upwork (NASDAQ: UPWK) in Schedule 13G/A

Rhea-AI Filing Summary

Upwork Inc. received an amended Schedule 13G/A reporting T. Rowe Price Associates, Inc. holds 13.4% of common stock. The filing states 17,432,565 shares beneficially owned as of 03/31/2026 with 17,425,771 shares of sole voting power and 17,432,565 shares of sole dispositive power.

The filing is signed by a T. Rowe Price officer on 05/15/2026 and includes the issuer CUSIP 91688F104.

Insights

Institutional Ownership Analyst

Large passive stake reported by T. Rowe Price at 13.4%.

T. Rowe Price Associates, Inc. is recorded as beneficially owning 17,432,565 shares of Upwork common stock as of 03/31/2026. The filing lists sole voting and dispositive powers nearly equal to the beneficial holdings.

Holdings of this scale can appear in institutional ownership summaries; subsequent public filings may show whether this position is long-term or part of portfolio turnover.

Corporate Governance Specialist

Filing clarifies voting and disposition authority tied to the reported stake.

The Schedule 13G/A specifies 17,425,771 shares of sole voting power and 17,432,565 shares of sole dispositive power, indicating control over voting and disposition for the reported shares.

The filing includes a boilerplate denial of beneficial ownership by the filer; legal and proxy summaries should reference this amendment when aggregating institutional holdings.

Key Figures

Beneficial ownership: 17,432,565 shares Percent of class: 13.4% Sole voting power: 17,425,771 shares +3 more

6 metrics

Beneficial ownership 17,432,565 shares reported <date>as of 03/31/2026</date>

Percent of class 13.4% <date>as of 03/31/2026</date>

Sole voting power 17,425,771 shares amount with sole power to vote

Sole dispositive power 17,432,565 shares amount with sole power to dispose

CUSIP 91688F104 Upwork common stock identifier

Filing signature date 05/15/2026 signature date on the amendment

Key Terms

Schedule 13G/A, Beneficial ownership, Sole dispositive power, CUSIP

4 terms

Schedule 13G/A regulatory

"Amendment No. 4 ) UPWORK INC COMMON STOCK"

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.

Beneficial ownership regulatory

"Amount beneficially owned: 17432565 (b) Percent of class: 13.4 %"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Sole dispositive power regulatory

"Sole Dispositive Power 17,432,565.00"

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.

CUSIP technical

"CUSIP No.: 91688F104"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

UPWORK INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91688F104

(CUSIP Number)

03/31/2026

(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 17,425,771.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 17,432,565.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,432,565.00

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)

13.4 %

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: 17432565
(b)	Percent of class: 13.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 17425771
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 17432565
	(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:	05/15/2026

FAQ

What stake does T. Rowe Price hold in UPWK?

T. Rowe Price Associates, Inc. reports beneficial ownership of 17,432,565 shares, equal to 13.4% of Upwork common stock as of 03/31/2026. The filing lists sole voting and dispositive powers corresponding to that holding.

Does the Schedule 13G/A show voting control for UPWK shares?

Yes. The amendment reports 17,425,771 shares with sole voting power and 0 shared voting power, indicating the filer asserts sole authority to vote the majority of the reported shares.

When was the UPWK amendment signed and filed?

The Schedule 13G/A amendment is signed by a T. Rowe Price officer on 05/15/2026. The beneficial ownership figures are reported as of 03/31/2026 in the filing text.

What CUSIP and security class are reported for UPWK?

The filing identifies the security as Common Stock with CUSIP 91688F104. The issuer is listed as UPWORK INC with its principal executive office address included in the filing.

Does T. Rowe Price disclaim beneficial ownership in the filing?

The filing contains a statement where T. Rowe Price "hereby declares and affirms" that the filing should not be construed as admission of beneficial ownership; the text explicitly denies beneficial ownership in that clause.