UPWORK, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

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UPWORK INC.

(Name of Registrant as Specified In Its Charter)

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To My Fellow Stockholders,

2025 marked a defining year for Upwork. We fundamentally transformed the business, rebuilding our product, customer

experience, and operations for speed, scale, and the next era of human and AI collaboration. At the heart of this

transformation was a clear focus on how we serve our customers.

We reshaped the Upwork Marketplace for the era of AI-enabled work, expanding and scaling AI-powered workflows

across the platform as we continued operationalizing our conviction that humans and AI do their best work together. We

expanded our ability to serve small- and medium-sized businesses (SMBs) by introducing Upwork Business Plus, a

purpose-built offering for scaling SMBs that has become one of the fastest-growing products in Upwork’s history. In 2025,

we also introduced a new subsidiary, Lifted, to meet the contingent workforce needs of complex enterprise organizations.

In parallel with these business transformations, we continued investing in the people and communities that power our

platform. We strengthened how independent professionals build skills and succeed on Upwork, expanded AI training and

certification opportunities through our partnership with OpenAI, and enhanced learning and development programs for our

team members. Through the Upwork Foundation, we directed $800,000 in grants to nonprofits advancing workforce

development globally, reinforcing our commitment to creating opportunity in every era of work.

Through disciplined execution across these priorities, we delivered record revenue and profitability, returned to positive

gross services volume (GSV) growth ahead of plan, and strengthened our foundation for this next era of work.

We enter 2026 with momentum and a focused set of priorities across our business, anchored in three growth-building

blocks: transforming human and AI work, accelerating SMB growth, and unlocking enterprise expansion.

Thank you for your continued support of our business and vision to create a generation-defining company in this exciting

AI era of work.

Sincerely,

Hayden Brown

President and Chief Executive Officer

April 23, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Upwork Inc., which we refer to as the

Annual Meeting. The meeting will be held exclusively online via live webcast on Thursday, June 4, 2026, at 8:00 a.m.

Pacific Time. The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/UPWK2026, where you will

be able to listen to the meeting live, submit questions, and vote online.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual

Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the notice, Proxy Statement, and

annual report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper

copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible

by internet, by telephone, or if you received a paper copy of the meeting materials by mail, by completing and returning

the enclosed proxy card or voting instruction form in the postage-prepaid envelope to ensure that your shares will be

represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not

you attend the meeting. Returning the proxy does not affect your right to attend and to vote your shares at the Annual

Meeting.

Sincerely,

Thomas Layton

Chairpe rson of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON THURSDAY, JUNE 4, 2026: THE PROXY STATEMENT AND ANNUAL REPORT

ARE AVAILABLE ATwww.proxyvote.com

Table of Contents

References to our websites in this Proxy Statement are not intended to function as hyperlinks, and the information

contained on our websites, including our 2025 Impact Report, is not intended to be incorporated into this Proxy Statement.

Unless otherwise expressly stated or the context otherwise requires, references in this Proxy Statement to “Upwork,”

“Company,” “our,” “us,” and “we” and similar references refer to Upwork Inc. and its wholly owned subsidiaries.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. All

statements contained in this Proxy Statement, other than statements of historical fact, are forward-looking statements. We

have based these forward-looking statements largely on our current expectations and projections as of the date hereof

about future events and trends that we believe may affect our financial condition, results of operations, business strategy,

short- and long-term business operations and objectives, and financial needs. As such, they are subject to inherent

uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases

outside our control, and you should not place undue reliance on such forward-looking statements. Moreover, we operate

in a very competitive and rapidly changing environment, and new risks emerge from time to time. We make no

representation that the plans, intentions, expectations, or results disclosed in these forward-looking statements will be

achieved or that future events and circumstances will occur, and actual results or events may differ materially and

adversely from our expectations. The forward-looking statements are made as of the date of this filing, and we do not

undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, conform these

statements to actual results, or make changes in our expectations, except as required by law. Additional information

regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included

under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our

subsequently filed Quarterly Reports on Form 10-Q, which are available on our Investor Relations website at

investors.upwork.com and on the SEC’s website at www.sec.gov.

In addition, forward-looking and other statements in this Proxy Statement may also address our corporate responsibility

and sustainability and impact progress, plans, and goals. The inclusion of such statements is not an indication that these

matters are necessarily material for the purposes of complying with or reporting pursuant to U.S. securities laws and

regulations, even if we use the word “material” or “materiality” in this Proxy Statement. Certain of our disclosures are

informed by various third-party frameworks, in addition to stakeholder expectations. However, we cannot guarantee strict

adherence to framework recommendations, and our disclosures based on these frameworks may change due to revisions

in framework requirements, availability of information, changes in our business or applicable governmental policy, or other

factors, some of which may be beyond our control.