Ancient Art, L.P., Trango II, L.L.C. and Quincy J. Lee report significant ownership in Upwork, Inc. common stock. Ancient Art and Trango may be deemed beneficial owners of 7,228,530 shares of common stock held by Teton Capital Partners, L.P., representing 5.8% of Upwork’s outstanding common stock as of June 30, 2026.
Quincy J. Lee may be deemed the beneficial owner of a total of 7,744,477 shares of common stock, or 6.2% of the class, consisting of 7,228,530 shares held by the fund and 515,947 shares held directly. The percentage ownerships are based on 124,797,586 Upwork shares outstanding as of June 30, 2026. Mr. Lee has sole voting and dispositive power over his directly held shares and shared voting and dispositive power, together with the other reporting persons, over the fund’s shares.
Positive
None.
Negative
None.
Key Figures
Ancient Art & Trango beneficial ownership:7,228,530 sharesAncient Art & Trango percent of class:5.8%Quincy J. Lee total beneficial ownership:7,744,477 shares+3 more
6 metrics
Ancient Art & Trango beneficial ownership7,228,530 sharesCommon stock beneficially owned through Teton Capital Partners, L.P.
Ancient Art & Trango percent of class5.8%Portion of Upwork common stock outstanding as of June 30, 2026
Quincy J. Lee total beneficial ownership7,744,477 sharesShares held directly and through Teton Capital Partners, L.P.
Quincy J. Lee direct holdings515,947 sharesUpwork common stock held directly with sole voting and dispositive power
Quincy J. Lee percent of class6.2%Portion of Upwork common stock outstanding as of June 30, 2026
Shares outstanding124,797,586 sharesUpwork common stock issued and outstanding as of June 30, 2026
Key Terms
beneficial owner, shared voting power, sole dispositive power, percent of class, +1 more
5 terms
beneficial ownerfinancial
"may be deemed the beneficial owners of 7,228,530 shares of common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"The Reporting Persons have the shared power to vote or to direct the vote"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
sole dispositive powerfinancial
"Mr. Lee has the sole power to dispose or to direct the disposition"
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.
percent of classfinancial
"may be deemed the beneficial owners of 5.8% and Mr. Lee may be deemed"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
common stock, $0.0001 par value per sharefinancial
"Title of class of securities: Common Stock, $0.0001 par value per share"
FAQ
How many UPWK shares do Ancient Art and Trango II beneficially own?
Ancient Art, L.P. and Trango II, L.L.C. may be deemed beneficial owners of 7,228,530 Upwork common shares. These shares are held by Teton Capital Partners, L.P., over which the reporting persons share voting and dispositive power.
What percentage of Upwork (UPWK) does Quincy J. Lee beneficially own?
Quincy J. Lee may be deemed to beneficially own 6.2% of Upwork’s common stock, or 7,744,477 shares. This includes 7,228,530 shares held by the fund and 515,947 shares held directly by Mr. Lee.
How many Upwork (UPWK) shares are outstanding for these ownership calculations?
The ownership percentages are based on 124,797,586 Upwork common shares outstanding as of June 30, 2026. This share count is used to calculate the 5.8% and 6.2% beneficial ownership stakes reported.
What voting power does Quincy J. Lee have over UPWK shares?
Quincy J. Lee has sole voting power over 515,947 Upwork shares he holds directly and shared voting power over 7,228,530 shares held by the fund. The reporting persons share voting and dispositive power regarding the fund’s shares.
Where are the reporting persons for the UPWK stake based?
The principal business office for Ancient Art, Trango II, L.L.C. and Quincy J. Lee is at 500 West 5th Street, Suite 1110, Austin, Texas 78701. Ancient Art and Trango are organized in Texas, and Mr. Lee is a United States citizen.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UPWORK, INC
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
91688F104
(CUSIP Number)
06/30/2026
(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
Ancient Art, L.P.
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,228,530.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,228,530.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,228,530.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
91688F104
1
Names of Reporting Persons
Trango II, L.L.C.
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,228,530.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,228,530.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,228,530.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
91688F104
1
Names of Reporting Persons
Quincy J. Lee
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
515,947.00
6
Shared Voting Power
7,228,530.00
7
Sole Dispositive Power
515,947.00
8
Shared Dispositive Power
7,228,530.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,744,477.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
IN, HC
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, California, 94301
Item 2.
(a)
Name of person filing:
(i) Ancient Art, L.P. ("Ancient Art"), (ii) Trango II, L.L.C. ("Trango") and (iii) Quincy J. Lee (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
500 West 5th Street, Suite 1110, Austin, Texas 78701
(c)
Citizenship:
Ancient Art is a Texas limited partnership. Trango is a Texas limited liability company. Mr. Lee is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
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:
Ancient Art and Trango may be deemed the beneficial owners of 7,228,530 shares of common stock, $0.0001 par value per share (the "Common Stock"), held by Teton Capital Partners, L.P. (the "Fund"). Mr. Lee may be deemed the beneficial owner of 7,744,477 shares of Common Stock held by the Fund and Mr. Lee directly.
(b)
Percent of class:
Ancient Art and Trango may be deemed the beneficial owners of 5.8% and Mr. Lee may be deemed the beneficial owner of 6.2% of the Issuer's outstanding shares of Common Stock. This percentage was calculated by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, by 124,797,586, the number of shares of Common Stock issued and outstanding as of June 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 10, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mr. Lee has the sole power to vote or to direct the vote of the 515,947 shares of Common Stock he holds directly.
(ii) Shared power to vote or to direct the vote:
The Reporting Persons have the shared power to vote or to direct the vote of the 7,228,530 shares of Common Stock held by the Fund.
(iii) Sole power to dispose or to direct the disposition of:
Mr. Lee has the sole power to dispose or to direct the disposition of the 515,947 shares of Common Stock he holds directly.
(iv) Shared power to dispose or to direct the disposition of:
The Reporting Persons have the shared power to dispose or to direct the disposition of the 7,228,530 shares of Common Stock held by the Fund.
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.
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.
Ancient Art, L.P.
Signature:
/s/ Quincy J. Lee
Name/Title:
Quincy J. Lee / Manager of Trango II, L.L.C., its general partner
