DEF 14A of Upwork, Inc, Apr 23, 2026

DEF 14A of Upwork, Inc

Filed Apr 23, 2026 · FY20250001627475-26-000026

Open on EDGAR

  1. Board Composition and Director Expertise, Experience, and Attributes

    Board Composition and Director Expertise, Experience, and Attributes Our board of directors comprises a mix of directors with complementary expertise, experience, and attributes, and our commitment to creating an inclusive culture is reflected at the top with our board of directors.1 See “Proposal 1: Election of Directors” for more information about our directors and director nominees.

  2. Board Composition and Director Expertise, Experience, and Attributes

    | | | | | | | | Technology and Innovation | Strategic Planning and Transformation | Go-to-Market | Human Capital Management | Finance and Capital Allocation | Executive Leadership | | 7 of 8 directors | 8 of 8 directors | 7 of 8 directors | 7 of 8 directors | 8 of 8 directors | 8 of 8 directors |

  3. Board Composition and Director Expertise, Experience, and Attributes

    | | | | | | | Cybersecurity | International Business | Risk Management and Compliance | Other Public Company Board Service | Corporate Sustainability and Impact | | 5 of 8 directors | 8 of 8 directors | 5 of 8 directors | 7 of 8 directors | 4 of 8 directors |

  4. Board Composition and Director Expertise, Experience, and Attributes

    | 2026 Director Nominees | | | | | | | | | | | | | | | | | | | | | | | | Upwork Board Committees | | | | | Name | Occupation | | Age | Director Since | Independent | | Other Public Company Boards | | Audit | Comp | Nom & Gov | | | Claire Bramley | CFO, Xero | | 48 | N/A | ✓ | | — | | * | | | | | | | | | | | | | | | | | | | David Lissy | Former CEO, Bright Horizons | | 60 | N/A | ✓ | | 1 | | * | | | | | | | | | | | | | | | | | | | Gary Steele | CEO, Shield AI | | 63 | 2018 | ✓ | | 1 | | | Chair | | | | | | | | | | | | | | | |

  5. Board Composition and Director Expertise, Experience, and Attributes

    * If elected, Ms. Bramley and Mr. Lissy will serve as members of the audit committee immediately following the Annual Meeting.

  6. Board Composition and Director Expertise, Experience, and Attributes

    | Table of Contents | | 2026 Proxy Statement 7 |

  7. Board Evaluations and Refreshment

    Board Evaluations and Refreshment We conduct an annual self-evaluation process for our board of directors and its committees with the goal of ensuring we have developed and will maintain an experienced and highly qualified board of directors that is well positioned to oversee our business and corporate strategy as it continues to evolve. This process is summarized below.

  8. Board Evaluations and Refreshment

    | Individual Assessments | | Feedback Review | | Board Discussion | | Each director meets individually with outside counsel to discuss their assessment of the performance of the board and its committees, the director’s own performance, and the performance of fellow directors | >>> | The chairperson of the board reviews and compiles the feedback and shares it with individual directors, as necessary, and the full board of directors | >>> | The board of directors reviews and discusses the feedback as a group |

  9. Board Evaluations and Refreshment

    1 2 3 Our board evaluation process is used by our board of directors and nominating and governance committee: •to assess the current composition of our board of directors and its committees relative to the evolving needs of the business and to make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors; •to identify the strengths and areas of opportunity of each member of our board of directors and to provide insight into how each member of our board of directors can be most valuable; •to improve agenda topics and pre-meeting materials of the board of directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; •to evaluate updates or changes to board and committee practices or commit to continuing existing practices that our board of directors believes contribute positively to the effective functioning of our board of directors and its committees; and •as part of the nominating and governance committee’s annual review of each director’s performance when considering whether to nominate the director for re-election to the board of directors. As part of our evaluation and refreshment process, our board of directors has undergone significant refreshment in recent years. Assuming Ms. Bramley and Mr. Lissy are elected at the Annual Meeting, six new independent directors will have joined the board of directors since our initial public offering in 2018, in addition to Ms. Brown, who joined our board of directors in December 2019 in connection with her appointment as our CEO. We also periodically refresh the composition of the committees of our board of directors. Recent refreshment is illustrated below:

  10. Board Evaluations and Refreshment

    | 2024 | 2025 | | 2026 | | | | | | | | | Gary Steele | Dana L. Evan | Glenn Kelman | Claire Bramley | David Lissy | | Became chair of the compensation committee | Appointed to the board of directors and became chair of the audit committee | Appointed to the board of directors | If elected at the Annual Meeting | If elected at the Annual Meeting |

  11. Board Evaluations and Refreshment

    | 14 2026 Proxy Statement | | Table of Contents |

  12. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our board of directors currently consists of eight directors divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II and nominees for election as Class II directors will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. Ms. Srinivasan is not standing for re-election as a member of our board of directors at the Annual Meeting and on April 17, 2026, notified our board of directors that she intends to resign from our board of directors effective immediately prior to the election of directors at the Annual Meeting. On April 17, 2026, Ms. Vazquez-Ubarri notified our board of directors that she intends to resign from our board of directors effective immediately prior to the election of directors at the Annual Meeting. In connection with the resignation of Ms. Vazquez-Ubarri, the Class III directorship held by Ms. Vazquez-Ubarri was eliminated by our board of directors and was reassigned as a Class II directorship. At the recommendation of our nominating and governance committee, our board of directors proposes that each of Claire Bramley, David Lissy, and Gary Steele be elected as a Class II director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal. We have a majority voting standard for uncontested elections of directors, which means that to be elected, a director nominee must receive a majority of the votes cast. This means the number of shares voted “FOR” a director nominee must exceed the votes cast “AGAINST” that nominee (with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that director’s election). If any nominee, for any reason, is unable to serve or, for good cause, will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

  13. Proposal 1: Election of Directors

    | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES |

  14. Proposal 1: Election of Directors

    | Table of Contents | | 2026 Proxy Statement 25 |

  15. Director Nominees

    Director Nominees Information about the nominees for election as directors at the Annual Meeting is set forth below.

  16. Class II Director Nominees

    Class II Director Nominees

  17. Class II Director Nominees

    | Claire Bramley Independent | Board Committees: Audit, Risk and Compliance* | Director Since: N/A | Age: 48 | | | | | | | | Experience: •Xero Limited (ASX: XRO), cloud accounting software company ◦Chief Financial Officer (since April 2025) •Teradata Corporation (NYSE: TDC), cloud database and analytics software company ◦Chief Financial Officer (2021 – April 2025) •HP Inc. (NYSE: HPQ), multinational information technology company ◦Global Controller (2019 – 2021) ◦Head of Finance, EMEA ◦VP, Worldwide Financial Planning and Analysis •SSP Group plc, multinational contract foodservice company ◦Head of Financial Planning and Analysis Select Skills and Qualifications: •Finance and Capital Allocation: gained through her more than 20 years in senior finance leadership roles, including as public company chief financial officer and in corporate controller and financial planning and analysis roles. Ms. Bramley is an Associate of The Chartered Institute of Management Accountants (ACMA). •Risk Management and Compliance: developed through her leadership of global financial controls, enterprise risk management, and governance and performance management, including responsibility for financial compliance and regulatory integrity as corporate controller of a multinational company and through public company audit committee experience. •Strategic Planning and Transformation: acquired through her extensive experience overseeing finance, strategy, and transformation, leading and scaling global teams, and managing complex mergers and acquisitions, including leadership of the Mergers, Acquisition and Divestiture Organization that supported all merger and acquisition activity across HP. Education: •B.S., Accounting and Financial Management, Loughborough University •ACMA, The Chartered Institute of Management Accountants *If elected, Ms. Bramley will serve as a member of our audit committee. | | | | Prior Public Company Board Experience: •ANSYS, Inc. (Nasdaq: ANSS) (acquired by Synopsys in 2025), software company (2022 – 2025) | | | |

  18. Class II Director Nominees

    | 26 2026 Proxy Statement | | Table of Contents |

  19. Class II Director Nominees

    | David Lissy Independent | Board Committees: Audit, Risk and Compliance* | Director Since: N/A | Age: 60 | | | | | | | | Experience: •Bright Horizons Family Solutions Inc. (NYSE: BFAM), child care and education services company ◦Executive Chairman (2018 – 2019) ◦Chief Executive Officer (2002 – 2018) ◦Executive Vice President ◦Chief Development Officer •Aetna U.S. Healthcare, healthcare company ◦Senior Vice President/General Manager Select Skills and Qualifications: •Executive Leadership: evidenced by his almost two decades as Executive Chairman and Chief Executive Officer of Bright Horizons, where he led a large, complex organization through sustained growth, scaled operations globally, and developed a high-performing, culture-driven workforce. •Finance and Capital Allocation: evidenced by his leadership of Bright Horizons through multiple transformational transactions, including its initial public offering, take-private transaction, and return to the public markets, as well as his experience overseeing capital allocation, financial performance, and investor engagement. •Strategic Planning and Transformation: evidenced by his role in expanding Bright Horizons’ service offerings and scaling the company into a global provider operating across multiple international markets, while navigating periods of business disruption and evolving customer needs. Education: •B.S., Management & Economics, Ithaca College *If elected, Mr. Lissy will serve as a member of our audit committee. | | | | Other Public Company Directorships: •Bright Horizons Family Solutions Inc. (NYSE: BFAM), child care and education services company (since 2001) Prior Public Company Board Experience: •Redfin Corporation (Nasdaq: RDFN) (acquired by Rocket Companies in 2025), technology-powered real estate company (2018 – 2025) Other Affiliations: •Operating Advisor, Advent International, private equity firm •Director, BeneLynk, Inc., social care advocacy company •Director, Benchmark Senior Living, assisted living company •Director, Encore Fire Protection, fire protection services company •Director, HopSkipDrive, transportation network company | | | |

  20. Class II Director Nominees

    | Table of Contents | | 2026 Proxy Statement 27 |

  21. Class II Director Nominees

    | Gary Steele Independent | Board Committees: Compensation (Chair) | Director Since: 2018 | Age: 63 | | | | | | | | Experience: •Shield AI Inc., defense technology company ◦Chief Executive Officer (since May 2025) •Cisco Systems Inc. (Nasdaq: CSCO), worldwide technology company ◦President, Go-to-Market (2024 – May 2025) ◦EVP and GM, Splunk (2024) •Splunk Inc. (Nasdaq: SPLK) (acquired by Cisco in 2024), data security and observability company ◦President and Chief Executive Officer (2022 – 2024) •Proofpoint Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company ◦Chief Executive Officer (2002 – 2022) •Portera Systems Inc. (acquired by Gores Technology Group in 2002), software company ◦Chief Executive Officer •Sybase, Inc., software company ◦VP and GM, Middleware and Data Warehousing Product Group •Sun Microsystems, Inc. (Nasdaq: SUNW), hardware and software company ◦Manager, Market Development •Hewlett-Packard Company (NYSE: HPQ), information technology company ◦Product Manager ◦Software Engineer Select Skills and Qualifications: •Go-to-Market: software expertise and a deep understanding of go-to-market strategy developed through his 40-year career in leadership and senior executive roles at some of the most significant technology companies. •Cybersecurity: a highly regarded cybersecurity expert with a career helping global companies safeguard data, systems, and infrastructure, his experience includes serving as founding CEO of Proofpoint, where he led its rise from an early-stage startup to a leading security-as-a-service provider. •Strategic Planning and Transformation: gained through his senior executive roles with a proven track record of scaling tech company operations and growing global enterprises, including as CEO of Splunk, where he led the company to grow total revenue by 58% (to $4.2 billion) over two years. Education: •B.S., Computer Science, Washington State University | | | | Other Public Company Directorships: •Samsara Inc. (NYSE: IOT), technology company (since 2025) Prior Public Company Board Experience: •Splunk Inc. (Nasdaq: SPLK) (acquired by Cisco in 2024), data security and observability company (2022 – 2024) •Proofpoint Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2002 – 2022) (Chair, 2018 – 2021) Other Affiliations: •Co-Chair, Aspen Digital U.S. Cybersecurity Group •Director, Synack, Inc., cybersecurity company | | | |

  22. Class II Director Nominees

    | 28 2026 Proxy Statement | | Table of Contents |

  23. Continuing Directors

    Continuing Directors Information about our directors who are serving terms that end following the Annual Meeting is set forth below.

  24. Class III Directors

    Class III Directors

  25. Class III Directors

    | Hayden Brown | Board Committees: None | Director Since: 2019 | Age: 44 | | | | | | | | Experience: •Upwork Inc. ◦President and Chief Executive Officer (since 2020) ◦Chief Marketing and Product Officer (2019) ◦SVP, Product and Design (2016 – 2019) ◦VP, Head of Product (2015 – 2016) ◦Numerous product leadership roles for oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) (2011 – 2015) •LivePerson, Inc. (Nasdaq: LPSN), online messaging, marketing, and analytics company ◦VP, Corporate Development •Microsoft Corporation (Nasdaq: MSFT), technology company ◦Director, Corporate Strategy and M&A ◦Senior Strategy Manager •McKinsey & Company, global management consulting firm ◦Senior Business Analyst Select Skills and Qualifications: •Strategic Planning and Transformation: developed deep expertise in growth strategies through multiple leadership roles at Upwork, where during her tenure as CEO total revenue has more than doubled and she recently oversaw a rapid transformation to profitability. •Go-to-Market: gained through various roles at Upwork, including as Chief Marketing and Product Officer, where under her leadership, the company has vastly expanded its product portfolio. Most recently, she oversaw the introduction of Uma, Upwork's Mindful AI, a powerful AI companion designed to help businesses and freelancers every step of the way across the Upwork experience. •Technology and Innovation: acquired through her roles at technology-based companies. At Upwork, she has focused on developing and expanding our leading online platform, including leveraging cutting-edge technology to improve our customers’ productivity. Education: •A.B., Politics, Princeton University | | |

  26. Class III Directors

    | Table of Contents | | 2026 Proxy Statement 29 |

  27. Class III Directors

    | Glenn Kelman Independent | Board Committees: Compensation | Director Since: 2025 | Age: 55 | | | | | | | | Experience: •Redfin Corporation (Nasdaq: RDFN) (acquired by Rocket Companies in 2025), technology- powered real estate company ◦Chief Executive Officer (2005 – January 2026) •Plumtree Software, software company ◦VP, Marketing and Product Management ◦Co-founder Select Skills and Qualifications: •Executive Leadership: demonstrated through his more than two decades as CEO of Redfin, a technology-powered real estate company, and his tenure at Plumtree, where he led engineering, marketing, product management, and business development. •Technology and Innovation: evidenced by his almost 30 years of experience creating and leading successful technology-based and software companies, including his stewardship of Redfin over 20 years and his career as a founder and VP at Plumtree Software. •Strategic Planning and Transformation: gained through his past leadership roles, including at Redfin where he led the company through multiple transactions and acquisitions, including its $2.4 billion sale to Rocket Companies. Education: •B.A., English, University of California at Berkeley | | | | Prior Public Company Board Experience: •Redfin Corporation (Nasdaq: RDFN) (acquired by Rocket Companies in 2025), technology-powered real estate company (2006 – 2025) Other Affiliations: •Director, Ridwell, Inc., recycling company •Director, Esusu, Inc., financial technology platform company | | | |

  28. Class III Directors

    | 30 2026 Proxy Statement | | Table of Contents |

  29. Class I Directors

    Class I Directors

  30. Class I Directors

    | Thomas Layton Independent Chairperson | Board Committees: Nominating and Governance (Chair) | Director Since: 2014 | Age: 63 | | | | | | | | Experience: •oDesk Corporation (merged with Elance in 2024; rebranded as Upwork in 2015) ◦Chairperson (2011 – 2014) ◦Director (2006 – 2014) •Metaweb Technologies Inc. (acquired by Google in 2010), data infrastructure company ◦Chief Executive Officer (2007 – 2010) •OpenTable Inc. (Nasdaq: OPEN), online restaurant reservation company ◦Chief Executive Officer •CitySearch, Inc., online city guide company ◦Co-Founder, President and Chief Operating Officer •Boston Consulting Group, global management consulting firm ◦Associate Consultant Select Skills and Qualifications: •Strategic Planning and Transformation: demonstrated by his leadership at companies in multiple sectors through early stage to acquisition or IPO, managing significant organic growth. For example, as CEO of OpenTable, Mr. Layton oversaw the expansion from 500 restaurant partners to over 7,000 and the growth of online reservations to over two million per month. •Technology and Innovation: gained through a long and successful career of leading and developing internet businesses and leveraging innovation to drive business growth and boost revenue as both an executive and board member. •Finance and Capital Allocation: developed through his extensive executive leadership of many companies, balancing growth initiatives with profitability, maximizing returns on investments, and determining how best to invest funds to drive long-term value. Further demonstrated by his experience serving on the boards of companies that were successfully acquired. Education: •B.S., University of North Carolina at Chapel Hill •M.B.A., Stanford Graduate School of Business | | | | Prior Public Company Board Experience: •OpenTable Inc. (Nasdaq: OPEN) (acquired by the Priceline Group in 2014), online restaurant reservation company (1999 – 2014) •Ancestry.com Inc. (Nasdaq: ACOM) (acquired by Permira in 2012), online genealogy company (2009 – 2012) Other Affiliations: •Director, Capsule Inc., online pharmacy company •Director, Hostie AI, artificial intelligence platform •Director, Just Appraised Inc., tax assessment software company •Director, Wholesail Inc., payments software company | | | |

  31. Class I Directors

    | Table of Contents | | 2026 Proxy Statement 31 |

  32. Class I Directors

    | Dana L. Evan Independent | Board Committees: Audit, Risk and Compliance (Chair) Compensation Nominating and Governance | Director Since: 2025 | Age: 66 | | | | | | | | Experience: •Icon Ventures, venture capital firm ◦Venture Partner (2013 – 2020) •VeriSign, Inc. (Nasdaq: VRSN), internet and telecommunications infrastructure company ◦Chief Financial Officer (1996 – 2007) Select Skills and Qualifications: •Finance and Capital Allocation: gained through her tenure as a certified public accountant and over 25 years of executive leadership in global finance and operations management in the technology and media sectors. As the founding CFO of VeriSign, she was instrumental in leading the company from a venture-backed startup to a leading global provider of critical internet infrastructure. •Strategic Planning and Transformation: demonstrated by her long and successful career investing in and serving on the board of companies in the internet, technology and media sectors, including nearly seven years as a venture partner at Icon Ventures investing in early startup technology companies. •Risk Management and Compliance: acquired through nearly 20 years of service as a director for public and private companies, including as a member or chair of audit, nominating and governance, and compensation committees, and as lead independent director. Ms. Evan was recognized by NACD as the 2019 Director of the Year and obtained NACD’s CERT Certificate of Cybersecurity Oversight in 2025. Education: •B.S., Commerce, Santa Clara University •C.P.A. (inactive) | | | | Other Public Company Directorships: •Box, Inc. (NYSE: BOX), intelligent content management company (since 2011) •Nextdoor Holdings, Inc. (NYSE: KIND), neighborhood social networking platform (since 2023) Prior Public Company Board Experience: •Farfetch Limited (NYSE: FTCH) (acquired by Coupang in 2024), luxury fashion technology platform (2015 – 2023) •Momentive Global Inc. (formerly SurveyMonkey) (Nasdaq: MNTV) (acquired by Symphony Technology Group in 2023), online agile experience management company (2012 – 2023) •Domo, Inc. (Nasdaq: DOMO), business intelligence tools and data visualization company (2018 – 2023) •Proofpoint, Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2008 – 2021) •Criteo S.A. (Nasdaq: CRTO), advertising company (2013 – 2017) •Everyday Health, Inc. (NYSE: EVDY) (acquired by Ziff Davis in 2016), digital health and wellness company (2009 – 2016) •Fusion-io, Inc. (NYSE: FIO) (acquired by SanDisk Corporation in 2014), flash memory technology company (2011 – 2014) •Omniture, Inc. (Nasdaq: OMTR) (acquired by Adobe Systems Incorporated in 2009), online marketing and web analytics company (2006 – 2009) Other Affiliations: •Director, Motive Technologies Inc., AI software platform company for physical operations •Director, Pendo.io Inc., software experience management platform company | | | |

  33. Class I Directors

    | 32 2026 Proxy Statement | | Table of Contents |

  34. Class I Directors

    | Kevin Harvey Independent | Board Committees: Nominating and Governance | Director Since: 2014 | Age: 61 | | | | | | | | Experience: •Benchmark Capital, venture capital firm ◦Founder and General Partner (since 1995) •oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) ◦Director (2006 – 2014) •Approach Software Corporation (acquired by The Lotus Development Corporation in 1993), software company ◦Founder, President and Chief Executive Officer •StyleWare Inc. (acquired by Claris Corporation, a subsidiary of Apple, in 1988), software company ◦Founder Select Skills and Qualifications: •Finance and Capital Allocation: gained by founding two companies that were successfully acquired and through his nearly 30-year career as a founder and partner of a leading early-stage venture capital firm with a strong track record as an early backer of many of the most transformative technology companies of the past several decades, including eBay, Snapchat, Red Hat, and Uber. •Strategic Planning and Transformation: recognized as a seasoned entrepreneur, Mr. Harvey has experience as a founder, executive, and investor in numerous startups, many of which have gone on to be publicly traded or reached successful M&A exits. •Technology and Innovation: demonstrated by his significant experience as a founder of successful software companies, including StyleWare, which pioneered integrated software for Apple, and as an investor in many startups in the software, infrastructure, mobile, and consumer industries. Education: •B.S., Engineering, Rice University | | | | Prior Public Company Board Experience: •Proofpoint, Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2002 – 2021) Other Affiliations: •Director, Minerva Project Inc., education innovation company | | | |

  35. Class I Directors

    | Table of Contents | | 2026 Proxy Statement 33 |

  36. Additional Current Directors

    Additional Current Directors As noted above, Ms. Srinivasan is not standing for re-election as a member of our board of directors at the Annual Meeting, and Ms. Vazquez-Ubarri has resigned from our board of directors effective immediately prior to the election of directors at the Annual Meeting. Information about Mses. Srinivasan and Vazquez-Ubarri is set forth below.

  37. Additional Current Directors

    | Leela Srinivasan Independent | Board Committees: Audit, Risk and Compliance | Director Since: 2019 | Age: 52 | | | | | | | | Experience: •PARITY, sports marketing consultancy ◦Chief Executive Officer (since 2023) •Checkout.com, global payments provider ◦Chief Marketing Officer (2021 – 2023) •SurveyMonkey (Nasdaq: MNTV), online agile experience management company ◦Chief Marketing Officer (2018 – 2021) •Lever, Inc., recruiting software company ◦Chief Marketing Officer •OpenTable Inc. (Nasdaq: OPEN) (acquired by the Priceline Group in 2014), online restaurant reservation company ◦VP, Restaurant Marketing & Product Marketing •LinkedIn Corporation (NYSE: LNKD), professional networking company ◦Director of Marketing, LinkedIn Talent Solutions ◦Group Marketing Manager, Thought Leadership, Talent Connect and Content ◦Senior Product Marketing Manager, Recruiting Solutions •Bain & Company, global management consulting firm ◦Management consulting positions Select Skills and Qualifications: •Go-to-Market: developed through numerous marketing leadership roles, including as CMO at three high-growth companies. For example, at LinkedIn, she was responsible for defining products, marketing approach, and pricing for its talent and recruiting businesses. •Executive Leadership: gained through senior leadership roles, most recently as CEO of PARITY, a platform supporting pay parity in professional sports sponsorship, where she has overseen the growth of the network to over 1,400 female athletes for sponsorship connections ranging in size from smaller businesses to Fortune 500 companies, making sponsorship in women’s sports more approachable. •Technology and Innovation: acquired over a 25-year career, which includes top roles at software and online technology companies, with a successful track record of developing a strategy for bringing products through market release and beyond. In particular, Ms. Srinivasan has extensive human resources technology industry experience through her roles at LinkedIn, Lever, and SurveyMonkey. Education: •M.A., History and English Literature, University of Edinburgh •M.B.A., Tuck School of Business at Dartmouth | | | | Other Affiliations: •The Tuck School of Business at Dartmouth ◦Member of Board of Advisors ◦Chair Emerita, MBA Advisory Council •Venture capital investor ◦Bull City Venture Partners ◦Neythri Futures Fund ◦Stage 2 Capital | | | |

  38. Additional Current Directors

    | 34 2026 Proxy Statement | | Table of Contents |

  39. Additional Current Directors

    | Anilu Vazquez-Ubarri Independent | Board Committees: Audit, Risk and Compliance | Director Since: 2020 | Age: 49 | | | | | | | | Experience: •TPG Inc. (Nasdaq: TPG), global private investment firm ◦Chief Operating Officer (since 2023) ◦Partner (since 2019) ◦Chief Human Resources Officer (2018 – 2023) •The Goldman Sachs Group, Inc. (NYSE: GS), multinational bank and financial services company ◦Managing Director, Chief Diversity Officer & Global Head of Talent ◦Managing Director, Chief Diversity Officer & Global Head of Talent Development ◦Various leadership roles •Shearman & Sterling LLP, global law firm ◦Associate, Executive Compensation & Employee Benefits •Accenture plc (NYSE: ACN), global professional services company ◦Analyst, Strategy Select Skills and Qualifications: •Human Capital Management: acquired deep expertise through her over 20-year career in leadership roles responsible for talent management, including evolving and driving recruitment, learning, leadership, and diversity strategies. As CHRO of TPG, she prioritized talent, institutionalizing the firm’s culture of inclusivity, transparency, and innovation, as well as providing support for important growth initiatives. •International Business: evidenced through her current role as COO of TPG, where she oversees the global operations of the private investment firm, and her other extensive experience with international operations, including management of employees, talent development, benefits, and related responsibilities across various global geographies and jurisdictions. •Strategic Planning and Transformation: gained through her roles at TPG and Goldman Sachs, where she oversaw multi-year human resources strategies, and further developed in her executive roles at TPG where she has been integral to several important milestones, including the firm’s IPO in 2022 and 2023 acquisition of Angelo Gordon. Education: •A.B., History and Latin American Studies, Princeton University •J.D., Fordham University School of Law | | | | Other Public Company Directorships: •TPG Inc. (Nasdaq: TPG), global private investment firm (since 2022) Prior Public Company Board Experience: •TPG Pace Beneficial II Corp. (NYSE: YTPG), special purpose acquisition company (2021) Other Affiliations: •Director, Charter School Growth Fund (nonprofit) •Director, Greenhouse Software, Inc., human resources software company •Director, Vera Institute (nonprofit), criminal justice reform think tank | | | |

  40. Additional Current Directors

    | Table of Contents | | 2026 Proxy Statement 35 |

  41. Director Compensation

    Director Compensation

  42. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements We maintain a non-employee director compensation

  43. Non-Employee Director Compensation Arrangements

    | Annual Compensation Elements | Form | | Annual Award | Elect - Cash or RSUs | | General Board Service Fee | Elect - Cash or RSUs | | Committee Membership Fees | Cash | | One-Time Compensation Elements | Form | | Initial Award | RSUs |

  44. Non-Employee Director Compensation Arrangements

    program for our directors who are not Upwork employees intended to help attract, motivate, and retain directors capable of contributing to the long-term success of our company. Our compensation committee is responsible for reviewing and making recommendations to our board of directors regarding compensation paid to our non- employee directors for their service on our board of directors and its committees. On a biennial basis, our compensation committee, with the support of its independent compensation consultant, reviews our non- employee director compensation program to ensure that the program is competitive with peer and broader market practices. In April 2022, our board of directors approved an amended and restated non-employee director compensation program. The table above summarizes our current amended and restated non-employee director compensation program, and each element is further described below. The 2018 Plan provides that non-employee directors may not receive equity awards with an aggregate grant date fair value that, when combined with cash compensation received for service as a non-employee director, exceeds $1,000,000 in a calendar year.

  45. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information regarding all compensation awarded to, earned by, or paid to each person who served as a non-employee director for some portion or all of the fiscal year ended December 31, 2025. Ms. Brown is not included in the table below because she is an employee and received no compensation for her service as a director during 2025. The compensation received by Ms. Brown as an employee is shown in “Executive Compensation—Executive Compensation Tables—2025 Summary Compensation Table” below. If elected, each of Ms. Bramley and Mr. Lissy will receive compensation in accordance with our non-employee director compensation program described above upon joining our board of directors as of the date of the Annual Meeting.

  46. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Thomas Layton(3) | 8,500 | 278,214 | 286,714 | | Dana L. Evan(4) | 50,900 | 542,561 | 593,461 | | Gregory C. Gretsch(5) | 12,500 | — | 12,500 | | Kevin Harvey(6) | 4,300 | 222,578 | 226,878 | | Glenn Kelman(7) | 3,750 | 593,565 | 597,315 | | Elizabeth Nelson(8) | 47,150 | — | 47,150 | | Leela Srinivasan(9) | 72,500 | 171,573 | 244,073 | | Gary Steele(10) | 15,000 | 222,578 | 237,578 | | Anilu Vazquez-Ubarri(11) | 67,500 | 171,573 | 239,073 |

  47. 2025 Director Compensation Table

    (1)The amounts reported in these columns for certain members of our board of directors may differ from those of the other members of our board of directors due to (i) elections to receive fees or awards in cash or equity, (ii) additional fees payable for services as a committee chair or member, or (iii) prorated fees or one-time initial equity grants associated with mid-year appointments to, or departures from, our board of directors. (2)The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded to directors in 2025 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, which we refer to as ASC 718. The number of RSUs that a director receives is calculated by dividing the total value of the RSU award by the average daily closing price of our common stock for the 30-calendar day period ending on the trading day immediately prior to the grant date. Accordingly, the amounts reported in this column do not reflect the total values discussed above or the actual economic value that may be realized by the director, which will vary depending on the performance of our common stock. The amounts reported in the Stock Awards column reflect the grant date fair value of each equity award based on the number of underlying RSUs, multiplied by the closing price of our common stock on the grant date. (3)As of December 31, 2025, Mr. Layton held 14,904 unvested RSUs, which included the Annual Award, the Non-Executive Chairperson Fee, and the General Board Service Fee (RSU). (4)Ms. Evan was appointed to our board of directors in June 2025. As of December 31, 2025, Ms. Evan held 35,955 unvested RSUs, which included the Initial Award and the Annual Award. (5)Mr. Gretsch retired from our board of directors in June 2025. As of December 31, 2025, Mr. Gretsch held no outstanding stock or option awards. (6)As of December 31, 2025, Mr. Harvey held 13,060 unvested RSUs, which included both the Annual Award and the General Board Service Fee (RSU). (7)Mr. Kelman was appointed to our board of directors in June 2025. As of December 31, 2025, Mr. Kelman held 37,645 unvested RSUs, which included the Initial Award, the Annual Award and the General Board Service Fee (RSU). (8)Ms. Nelson’s term as a director ended at the 2025 annual stockholder meeting in June 2025, and she did not stand for re-election. As of December 31, 2025, Ms. Nelson held no outstanding stock or option awards. (9)As of December 31, 2025, Ms. Srinivasan held 11,370 unvested RSUs, which represented the Annual Award. (10)As of December 31, 2025, Mr. Steele held 13,060 unvested RSUs, which included both the Annual Award and the General Board Service Fee (RSU), and a stock option to purchase 150,527 shares of common stock. The stock option was fully vested and exercisable as of December 31, 2025, and has an expiration date of August 19, 2028. (11)As of December 31, 2025, Ms. Vazquez-Ubarri held 11,370 unvested RSUs, which represented the Annual Award.

  48. 2025 Director Compensation Table

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  49. 2025 Compensation Program Summary

    | Element | Characteristics | 2025 Actions / Results | | Annual Base Salary | •Attract and retain top talent through market-competitive salary levels that are commensurate with our executives’ experiences, roles, responsibilities, performance, and expected contributions to our business | •Increased NEO base salaries in recognition of their contributions to strong performance in 2024 and to maintain competitive market positioning | | Annual Performance Bonus | •Incentivize achievement of annual business objectives and reward short- term performance •2025 bonus plan structured to align compensation with 2025 business strategy to deliver enhanced profitability while setting the foundation for durable growth in future years: ◦Adjusted EBITDA (75%)(1) ◦Revenue (25%) ◦Individual performance adjustment (up to +/- 20%)(2) •Hold executives accountable for personal performance with individual performance adjustment(2) | •Company performance, driven by record adjusted EBITDA representing 35% year-over-year growth, resulted in a payout at 179.4% of target (before taking into account any individual performance adjustment) •Increased Ms. Brown’s target bonus opportunity in recognition of the criticality and impact of her role as President and CEO | | Long-Term Incentives | •Align the economic interests of our executives with long-term interests of our stockholders •Motivate long-term sustainable value creation •Promote retention of top talent | •Increased NEO long-term incentive opportunities for 2025, particularly for Mses. Brown and Gessert, to recognize their significant contributions to date, incentivize efforts to reshape the Company beginning in 2025 and accelerate growth, and retain key executives in a competitive market for talent | | Performance Stock Units (PSUs) | •Incentivize achievement of multi-year business objectives and reward sustained performance •2025 PSUs structured to align compensation with business strategy to deliver enhanced profitability while setting the foundation for durable growth in future years: ◦Two multi-year performance periods, with up to 50% of 2025 PSUs vesting based on performance across 2025 and 2026, and up to 50% vesting based on performance across 2025, 2026, and 2027 ◦Metrics: ▪Adjusted EBITDA margin(1) ▪Multiplier based on relative TSR vs. benchmark index | •Introduced relative TSR multiplier to PSU program •The payout for the first performance period under the 2024 PSUs was 60%, demonstrating pay for performance •The payouts for the two performance periods under the 2025 PSUs will be determined in early 2027 and 2028, respectively | | Restricted Stock Units (RSUs) | •Vest quarterly over four years | • Maintained provisions of the 2024 RSU program |

  50. Executive Compensation Philosophy and Objectives

    | ✓ | Reward the achievement of our business objectives | | ✓ | Attract, motivate, and retain executives who contribute to our long-term success | | ✓ | Provide market-competitive compensation packages to our executives | | ✓ | Reinforce the relationship between pay and performance | | ✓ | Ensure fairness, transparency, and internal equity | | ✓ | Align the economic interests of our employees with those of our stockholders |

  51. Short-Term Incentives

    Short-Term Incentives Short-term incentive compensation is paid in the form of annual cash bonuses under our annual performance bonus plan. We use an annual performance bonus plan to motivate our employees, including our NEOs, to achieve our annual business goals. In addition, the individual performance adjustment applicable to our non-CEO NEOs holds executives accountable for their personal performance.

  52. Long-Term Incentives

    Long-Term Incentives Long-term incentive compensation is granted in the form of equity awards, which are intended to incentivize the achievement of multi-year performance goals aligned with company strategy, align executive compensation with the long- term interests of our stockholders, and help us retain and reward qualified executives in a competitive market. Our compensation committee views long-term incentive compensation as a critical element of our executive compensation program, and target total NEO compensation is weighted significantly in favor of equity compensation. In recent years, including 2025, the compensation committee has elected to use long-term incentive compensation in the form of time-based RSU awards and performance-based PSU awards. We grant RSU awards because they enable us to

  53. Long-Term Incentives

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  54. Long-Term Incentives

    incentivize and retain our NEOs using fewer shares of our common stock than would be necessary if we used stock options. The compensation committee uses PSU awards because they are earned through the satisfaction of pre- established company performance targets, thereby compensating our NEOs for achieving our most important business objectives and further aligning the economic interests of our NEOs with those of our stockholders.

  55. Significant Portion of Target Compensation At-Risk

    Significant Portion of Target Compensation At-Risk To reinforce our pay-for-performance philosophy and reward the achievement of our business objectives and the creation of long-term stockholder value, our executive compensation program emphasizes at-risk performance-based compensation and is weighted heavily in favor of short- and long-term incentives. For 2025, our CEO’s target total compensation was again delivered primarily in the form of performance-based PSUs, with an annual long-term incentive mix of 60% PSUs and 40% RSUs. Our non-CEO NEOs received an annual long-term incentive mix of 50% PSUs and 50% RSUs. Together with short-term incentive compensation, 97% of our CEO’s and an average of 88% of our non-CEO NEOs’ 2025 target total compensation is at risk and variable in nature based on performance, as demonstrated in the charts below.(1) 97%

  56. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee engages an independent compensation consultant to provide advice and resources to help the compensation committee assess the effectiveness of our executive compensation strategy and program and carry out its responsibilities with respect to compensation. Semler Brossy Consulting Group LLC, which we refer to as Semler Brossy, has served as the compensation committee’s compensation consultant since 2023. During 2025, the compensation committee generally sought input from Semler Brossy on a range of matters relating to our compensation program, including: overall compensation program design; analysis of market compensation data for our executives and non-employee directors; compensation peer group updates; the compensation arrangements and opportunities of our executives; assessment of the risk associated with our compensation program and practices; evolving compensation trends and best practices; and regulatory developments. At the compensation committee’s request, Semler Brossy regularly attends the meetings of the compensation committee (with and without management present). Semler Brossy also communicates with the members of the compensation committee outside committee meetings regarding matters related to the compensation committee’s responsibilities. During 2025, Semler Brossy provided no services to Upwork other than services for the compensation committee and worked with Upwork’s management, as directed by the compensation committee, only on matters for which the compensation committee is responsible. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually to ensure that such firm is independent from management. This review process includes a review of the services that Semler Brossy provided, the quality of those services, and the fees associated with the services provided during 2025, as well as any other factors deemed relevant. Based on this review, as well as consideration of the factors affecting independence set forth in SEC and Nasdaq rules, the compensation committee evaluated the independence of Semler Brossy and determined that no conflict of interest has arisen as a result of the work performed by Semler Brossy.

  57. Role of Compensation Consultant

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  58. Role of Management

    Role of Management In discharging its responsibilities, the compensation committee works with members of our management, including our CEO. Our management assists the compensation committee by providing information on corporate and individual performance and management’s perspective on compensation matters. In connection with the compensation committee’s annual review of NEO compensation, our CEO reviews the performance of our non-CEO NEOs based on their overall performance and performance against business objectives established for them for the prior year and then shares these evaluations with, and makes recommendations to, the compensation committee regarding adjustments to the non-CEO NEOs’ compensation opportunities. The annual business objectives for each NEO are developed through mutual discussion and agreement between our CEO and our non-CEO NEOs. Our CEO also attends meetings of our board of directors and the compensation committee at which executive compensation matters are addressed (except for discussions involving her own compensation), and the compensation committee solicits and reviews our CEO’s proposals with respect to program structure. In addition, with respect to our non-CEO NEOs, our CEO recommends to the compensation committee the level of individual performance adjustment to each NEO’s annual performance bonus payout, as described below in “—2025 Compensation Targets and Outcomes—2025 Short-Term Incentive Compensation—Individual Performance Adjustment.”

  59. Competitive Positioning

    Competitive Positioning As described above, competitive data is one of several factors that our compensation committee considers in making its compensation decisions for our NEOs. To assess our executive compensation program against the competitive market, the compensation committee reviews the compensation levels and practices of a compensation peer group comprising publicly traded technology companies against which we compete for executive talent and that share key similarities with Upwork. The compensation committee reviews the compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In July 2024, the compensation committee and its independent compensation consultant specifically considered and weighed the following primary criteria for compensation peer group selection (measured at the time of evaluation):

  60. Competitive Positioning

    | Primary Criteria for Compensation Peer Group Selection | | | Industry | U.S.-based publicly traded companies in relevant industries: •Human Resources and Employment Services •Interactive Media and Services •Application and Systems Software | | Size / Scope | Similar to Upwork in size, generally with: •0.33X to 3.0X Upwork’s trailing 12-month revenue (~$225M to $2.2B) •0.33X to 3.0X Upwork’s trailing 30-day market capitalization (~$500M to $5.0B) •Less than 2.0X Upwork’s revenue multiple (~5.0X) | | Qualitative Fit | Companies with similar talent, business, and operational characteristics. Factors include: •Online marketplaces •Technology-driven nature of business •Potential competitors for talent |

  61. Competitive Positioning

    As a result, the compensation committee approved the following updated compensation peer group to evaluate the competitive market when determining the target total compensation packages for our NEOs in 2025:

  62. Competitive Positioning

    | 2025 Compensation Peer Group | | | | AppFolio | Fastly | Redfin | | Appian | Fiverr International | Revolve Group | | Asana | LegalZoom.com | Shutterstock | | BlackLine | Magnite | Smartsheet | | CarGurus | Paylocity | Tripadvisor | | Cars.com | Q2 Holdings | ZipRecruiter |

  63. Competitive Positioning

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  64. Competitive Positioning

    The 2025 compensation peer group reflects the removal of eight companies from the 2024 compensation peer group due to either a consummated or pending acquisition (Alteryx and Everbridge) or falling outside the applicable peer group criteria (Angi, Bumble, Coursera, Paycor HCM, Udemy, and Yelp), and the addition of six companies (AppFolio, Asana, CarGurus, Cars.com, Paylocity, and Tripadvisor) on the basis of their similarity to us in size, revenue, market capitalization, and/or industry sector. Each member of the compensation peer group was chosen based on one or more of the factors listed above, but not all factors were relevant for every peer company. While some of the compensation peer group members may be significantly smaller or larger than Upwork in terms of revenue or market capitalization, the compensation committee has determined that such companies should be included in the peer group due to competitive relevance. In addition to practices within our compensation peer group, the compensation committee reviews broad-based compensation surveys to further understand market compensation levels.

  65. 2025 Short-Term Incentive Compensation

    2025 Short-Term Incentive Compensation 2025 Annual Performance Bonus Plan Structure In February 2025, our compensation committee approved the 2025 performance criteria and other terms under our annual performance bonus plan, which we refer to as the 2025 Performance Bonus Plan. Key changes for 2025 included an increase in the weighting of adjusted EBITDA to 75% (up from 50% in 2024) and the removal of the GSV modifier that provided additional upside opportunity under the 2024 bonus program. These changes reflected the Company’s 2025 strategy to deliver enhanced profitability while setting the foundation for durable growth in future years through investments in strategic initiatives. The following graphic illustrates the calculation for bonus payouts under the 2025 Performance Bonus Plan: +/- Base Salary(1) X Target Bonus % X Company Performance Weighted Average Achievement of Company Performance Metrics Individual Performance Adjustment(2) = 2025 Bonus Payout Adjusted EBITDA (75% Weight) Revenue (25% Weight) (1)For purposes of the 2025 Performance Bonus Plan, “Base Salary” meant the amount of base salary and overtime pay actually earned and paid (on a pre-tax basis) to the participant during 2025, excluding (i) bonuses, commissions, or the value of any equity securities, or any employee benefits or other compensation paid to the participant (for example, 401(k) plan employer match) and (ii) any compensation paid to the participant in respect of inactive employment (for example, a leave of absence). (2)The individual performance adjustment was not applicable to our CEO, who is ultimately responsible for, and therefore whose performance is measured solely on, company performance. 2025 Target Annual Bonus Opportunities Following its annual review of the target annual bonus opportunities of our NEOs, the compensation committee determined to increase Ms. Brown’s percentage target annual bonus opportunity and to maintain Ms. Gessert’s and Mr. Bottoms’s percentage target annual bonus opportunities at the 2024 levels. We increased Ms. Brown’s percentage target annual bonus opportunity to recognize the criticality and impact of her role as President and CEO. The following table sets forth the 2025 target annual bonus opportunities for each NEO:

  66. 2025 Short-Term Incentive Compensation

    | NEO | 2024 Target Bonus (as % of Base Salary) | 2025 Target Bonus (as % of Base Salary) | 2025 Target Bonus Opportunity | | Hayden Brown | 100% | 115% | $718,750 | | Erica Gessert | 80% | 80% | $485,100 | | David T. Bottoms | 60% | 60% | $286,915 |

  67. 2025 Short-Term Incentive Compensation

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  68. 2025 Short-Term Incentive Compensation

    2025 Company Performance Metrics and Achievement When designing the 2025 Performance Bonus Plan, the compensation committee reviewed an array of potential performance metrics and considered feedback received from stockholders on potential metrics. Following this review, the compensation committee determined to maintain revenue and adjusted EBITDA as performance metrics, but to adjust the weighting from the 2024 bonus program as follows: (i) increase adjusted EBITDA to 75% from 50% and (ii) reduce revenue to 25% from 50%. In addition, the compensation committee determined to remove the GSV modifier that provided additional upside opportunity under the 2024 bonus program. These changes further aligned our incentive structure with the Company’s 2025 strategy to deliver enhanced profitability while setting the foundation for durable growth in future years through investments in strategic initiatives.

  69. 2025 Short-Term Incentive Compensation

    | Metric | Weighting | Definition | Purpose | | Adjusted EBITDA | 75% | Adjusted EBITDA, as described in “Appendix A: Reconciliation of Non- GAAP Financial Measures” | The compensation committee believes that adjusted EBITDA is a key financial metric for Upwork’s performance, as it measures profitability, reflects management’s cost discipline, and drives stockholder value, as investors commonly assess the value of companies in our industry using profitability-based metrics | | Revenue | 25% | Total revenue, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 | The compensation committee believes that revenue is a key financial metric for Upwork’s performance and a driver of stockholder value |

  70. 2025 Short-Term Incentive Compensation

    The compensation committee determined that the achievement of each of the revenue and adjusted EBITDA metrics would be determined as a percentage achievement of the targets set for each metric for 2025, calculated by linear interpolation between the performance levels set forth in the following table:

  71. 2025 Short-Term Incentive Compensation

    | Metric | Threshold (0% Achievement Percentage) | Revenue Threshold 2 | Revenue Threshold 3 | Target (100% Achievement Percentage) | Revenue Threshold 5 | Maximum (200% Achievement Percentage) | Achieved(1) | Achievement Percentage | | Adjusted EBITDA | $161,600,000 | N/A | N/A | $185,800,000 | N/A | $210,000,000 | $232,400,000 | 200.0% | | Revenue | $653,900,000 | $725,800,000 | $761,600,000 | $769,300,000 | $777,000,000 | $800,000,000 | $781,000,000 | 117.4% | | | | | | Weighted Average Achievement Percentage | | | | 179.4% |

  72. 2025 Short-Term Incentive Compensation

    (1)Excludes the impact of Lifted’s acquisitions of Bubty B.V. and Ascen Inc. during 2025 at the direction of the compensation committee. For the fiscal year ended December 31, 2025, actual revenue was $787.8 million and adjusted EBITDA was $225.6 million. The adjustment to adjusted EBITDA had no impact to adjusted EBITDA achievement percentage, as the unadjusted amount exceeded the 200% maximum achievement percentage. If neither metric achieved the threshold performance level during 2025, then none of our NEOs would receive any bonus, regardless of individual performance. In addition, the achievement percentage for each metric was capped at 200% in the event of outsized performance. Overall company performance for purposes of the bonus payout calculation set forth above was to be determined by calculating a weighted average of the revenue and adjusted EBITDA achievement percentages, with revenue achievement percentage weighted 25% and adjusted EBITDA achievement percentage weighted 75%. The compensation committee believes the 2025 targets were rigorous but achievable with diligent efforts within external market conditions and reflected our focus in 2025 to continue to make progress on our long-term profitability goals while investing in growth levers to accelerate future growth. The target levels of performance for revenue and adjusted EBITDA were approximately flat and 11% higher, respectively, compared to the actual performance achieved in 2024. Individual Performance Adjustment For purposes of the 2025 Performance Bonus Plan, the compensation committee maintained an individual performance adjustment mechanism to reinforce accountability for individual performance and to differentiate pay outcomes based on individual contributions. This component is designed to be budget-neutral such that the aggregate amount of bonus

  73. 2025 Short-Term Incentive Compensation

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  74. 2025 Short-Term Incentive Compensation

    payments to all employees based on company performance is not increased or decreased due to the impact of individual performance adjustments. For 2025, this component provided that, other than our CEO, each NEO’s bonus payout could be increased or decreased by up to 20% based on such NEO’s individual performance during the year. In determining the amount of these adjustments, our CEO evaluated each non-CEO NEO’s performance against the Company’s 2025 business objectives and provided recommended adjustment amounts to the compensation committee, which reviewed and approved the final adjustments. The following table sets forth the 2025 individual performance adjustment approved by the compensation committee and key accomplishments for our non-CEO NEOs:

  75. 2025 Short-Term Incentive Compensation

    | Non-CEO NEO | Key Accomplishments | 2025 Individual Performance Adjustment | | Erica Gessert | •Instrumental to the delivery of record annual revenue and profitability and our return to GSV growth in 2025 •Led pricing, monetization and analytics transformations that enhanced financial planning and decision-making, contributing to financial performance •Shaped company-wide strategy and offered critical leadership resulting in Lifted’s 2025 acquisitions aimed at unlocking the Enterprise opportunity •Managed our capital allocation strategy, including the return of $136.0 million to stockholders through share repurchases | +2.0% | | David T. Bottoms | •Led the development of our AI-native marketplace, delivering incremental GSV and contributing to record GSV per active client in 2025 •Advanced our AI strategy, with GSV from AI-related work surpassing $300 million on an annualized basis in the fourth quarter of 2025 •Oversaw strong organic growth of Upwork Business Plus, our purpose-built solution for scaling SMBs •Delivered steady Marketplace financial performance, including record Marketplace revenue in 2025 | 0% |

  76. 2025 Short-Term Incentive Compensation

    2025 Annual Bonus Payments In February 2025, the compensation committee determined the achievement of the metrics included in the 2025 Performance Bonus Plan and approved the payment to our NEOs of the bonuses set forth in the following table:

  77. 2025 Short-Term Incentive Compensation

    | NEO | Base Salary | Target Bonus Opportunity (as % of Base Salary) | Company Performance | Individual Performance Adjustment | Actual Bonus Award | Actual Bonus Award (as % of Bonus Opportunity) | | Hayden Brown | $625,000 | 115% | 179.4% | N/A | $1,289,438 | 179.4% | | Erica Gessert | $606,375 | 80% | 179.4% | +2.0% | $887,675 | 183.0% | | David T. Bottoms | $478,192 | 60% | 179.4% | 0% | $514,726 | 179.4% |

  78. 2025 Short-Term Incentive Compensation

    As described in the table above, the actual bonuses received by each NEO with respect to 2025 exceeded the target amount. The compensation committee believes this result is reasonable and aligns with the interests of our stockholders, as the higher payment reflects Upwork’s strong adjusted EBITDA performance exceeding rigorous performance targets despite a challenging macroeconomic environment.

  79. 2025 Short-Term Incentive Compensation

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  80. 2025 Long-Term Incentive Compensation

    2025 Long-Term Incentive Compensation For 2025, the compensation committee elected to grant each of our non-CEO NEOs target total long-term incentive compensation comprising 50% RSUs and 50% PSUs in order to achieve a proper balance of retentive value and alignment with long-term stockholder interest. For Ms. Brown, the compensation committee elected to grant 40% of her target total long-term incentive compensation in the form of RSUs and the remaining 60% in the form of PSUs to further align her incentives with the interests of our stockholders and our long-term business results. The following table sets forth the equity awards granted to our NEOs in 2025:

  81. 2025 Long-Term Incentive Compensation

    | | | RSUs | | PSUs | | | | | NEO | Target Total Equity Grant Value | Grant Value | Shares(1) | Target Grant Value | Target Shares(1) | Maximum Shares(2) | PSU Allocation (as % of Target Total Equity) | | Hayden Brown | $17,000,000 | $6,800,000 | 458,839 | $10,200,000 | 688,259 | 1,376,518 | 60% | | Erica Gessert | $4,600,000 | $2,300,000 | 155,195 | $2,300,000 | 155,195 | 310,390 | 50% | | David T. Bottoms | $2,800,000 | $1,400,000 | 94,466 | $1,400,000 | 94,466 | 188,932 | 50% |

  82. 2025 Long-Term Incentive Compensation

    (1)The target number of shares of our common stock subject to each 2025 RSU and PSU award was determined by dividing (i) the target dollar value of each award by (ii) the average of the closing sale prices of our common stock for the 30-calendar day period ending on the last trading day immediately preceding the grant date, rounding down to the nearest whole share. (2)This column reflects the maximum number of shares of our common stock eligible to be earned under the 2025 PSU awards assuming 200% achievement in each performance period, as described below in “—2025 PSU Awards.” 2025 RSU Awards In March 2025, the compensation committee approved the 2025 RSU awards for our NEOs. These RSU awards vest over a four-year period, with 1/16th of the total number of shares subject to the RSUs vesting on each quarterly anniversary after March 18, 2025, subject to the NEO’s continued service with us on each applicable vesting date. The RSU awards are subject to acceleration as described in “—Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below. 2025 PSU Awards In March 2025, the compensation committee approved the 2025 PSU awards for our NEOs. When designing the 2025 PSU awards, the compensation committee considered a variety of potential program structures and performance metrics with the support of its compensation consultant. This review included consideration of feedback received from stockholders, including general support of our prior introduction of multi-year performance goals and a profitability metric into our PSU program, and the support from some stockholders for the addition of a metric based on stockholder return. Following this review, the compensation committee selected adjusted EBITDA margin paired with a multiplier based on the compound annual growth rate, or CAGR, of relative total stockholder return, or TSR, as the performance measures for the 2025 PSU awards.

  83. 2025 Long-Term Incentive Compensation

    | Metric | Weighting | Definition | Purpose | | Adjusted EBITDA margin | 100% | Adjusted EBITDA margin, as described in “Appendix A: Reconciliation of Non- GAAP Financial Measures” | The compensation committee believes that adjusted EBITDA margin is a key financial metric for Upwork’s performance, as it measures profitability, reflects management’s cost discipline, and drives stockholder value, and its use in the PSU program aligns executive interests with our long-term profitability goals | | Relative TSR CAGR | Multiplier | Calculated as the CAGR of our TSR during a performance period minus the TSR CAGR of the NASDAQ US Mid Cap TR Index (NQUSMT) | The TSR multiplier rewards executives for delivering outsized stockholder return compared to a broad market index |

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  85. 2025 Long-Term Incentive Compensation

    The compensation committee determined that the number of PSUs that could be earned under each 2025 PSU award, which we refer to as the Earned PSUs, were to be earned on the basis of the average adjusted EBITDA margin achievement percentage and relative TSR CAGR achieved during two performance periods under the 2025 PSU awards: (i) the first performance period consists of the two fiscal years ending December 31, 2025, and December 31, 2026, and (ii) the second performance period consists of the three fiscal years ending December 31, 2025, December 31, 2026, and December 31, 2027. Up to 50% of the maximum number of PSUs are eligible to be earned based on performance during each performance period. At the time of grant, the compensation committee established adjusted EBITDA margin targets representing a range of adjusted EBITDA margin achievement percentages from 0% to 200% for each fiscal year within a performance period. The average adjusted EBITDA margin achievement percentage for a performance period is calculated as (i) the sum of the adjusted EBITDA margin achievement percentages for all fiscal years within a performance period, divided by (ii) the number of fiscal years within such performance period. If the threshold average adjusted EBITDA margin achievement percentage is not met during a performance period, then no portion of the 2025 PSUs eligible to be earned with respect to such performance period will be earned, regardless of TSR performance. The compensation committee also established relative TSR CAGR targets for each performance period representing a range of TSR multipliers from 100% to 150%. Relative TSR CAGR for a performance period is calculated as (i) Upwork’s TSR CAGR for the performance period, minus (ii) the benchmark index’s TSR CAGR for the performance period. If the threshold relative TSR CAGR is not met during a performance period, or if Upwork’s TSR CAGR for a particular performance period is negative, then the TSR multiplier would equal 100% and have no impact on payout. In addition, the number of Earned PSUs for any performance period is capped at 200% of target level regardless of any impact from the TSR multiplier in the event of outsized performance. The formula used to determine the number of Earned PSUs for each performance period under the 2025 PSU awards is as follows:

  86. 2025 Long-Term Incentive Compensation

    | | Earned PSU Formula for Each Performance Period | | | | | 50% of Total Target SharesX | Average Adjusted EBITDA Margin Achievement PercentageX | TSR Multiplier | = | Earned PSUs | | | 0% - 200% | 100% - 150% | | |

  87. 2025 Long-Term Incentive Compensation

    We do not disclose the specific targets for the 2025 PSU awards prospectively, as we have determined that such disclosure would be expected to result in competitive harm for the Company. The adjusted EBITDA margin targets were determined based on our financial plans and have been designed to be challenging to achieve, in the spirit of our pay-for- performance philosophy. The specific performance goals and achievement levels will be disclosed following the end of each performance period. The compensation committee believes the selected targets are challenging and that these awards reflect stockholder feedback and create a strong incentive for management to deliver long-term profitability and stockholder value creation. As soon as reasonably practicable following the completion of each performance period (i.e., in early 2027 and 2028), the compensation committee will determine and certify in writing the average adjusted EBITDA margin achievement percentage and TSR multiplier attained during the applicable performance period and the number of Earned PSUs. We refer to the date of this certification as the Certification Date. Such Earned PSUs will be fully vested on the Certification Date, provided that the NEO remains in service to Upwork on the Certification Date. The first Certification Date with respect to the 2025 PSU awards will take place in early 2027. As a result, no portion of the 2025 PSU awards has been earned or vested at the time of the filing of this Proxy Statement. The 2025 PSU awards are also subject to specified treatment in the event of a change in control, as described in “Potential Payments upon Termination or Change in Control” below.

  88. 2025 Long-Term Incentive Compensation

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  89. 2024 PSU Award Outcomes

    2024 PSU Award Outcomes The following table shows the performance goals and actual performance achieved for the first performance period for the 2024 PSU awards granted in February 2024. The first performance period for the 2024 PSU awards consisted of the fiscal year ended December 31, 2025, and the number of PSUs earned based on performance during that period were certified and vested in February 2026. The second performance period for the 2024 PSU awards consists of the fiscal year ending December 31, 2026, and achievement will be certified in early 2027. For more information about the 2024 PSU awards, see the section titled “Executive Compensation—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Long-Term Incentive Compensation” in our definitive proxy statement filed with the SEC on April 25, 2025. The performance achievement for the first performance period for the 2024 PSU awards was to be determined by linear interpolation between the following performance targets:

  90. 2024 PSU Award Outcomes

    | Combined Financial Target Percentage(1) | Achievement Percentage | | | 43% and above | 200% | Maximum | | 42% | 180% | | | 41% | 160% | | | 40% | 140% | | | 39% | 120% | | | 38% | 100% | Target | | 37% | 100% | | | 36% | 95% | | | 35% | 90% | | | 34% | 85% | | | 33% | 80% | | | 32% | 70% | | | 31% | 60% | Actual Achievement | | 30% | 50% | | | 29% | 40% | | | 28% | 30% | | | 27% and below | 0% | Threshold |

  91. 2024 PSU Award Outcomes

    (1)Calculated as the sum of year-over-year revenue growth percentage and adjusted EBITDA margin for the year ended December 31, 2025, which were 2.4% and 28.6%, respectively. The performance targets for the first performance period of the 2024 PSUs were intended to be challenging to achieve, reflect stockholder feedback, and required meaningful and consistent growth at a profitable level over an extended period of time from the grant date. The following table summarizes the number of earned PSUs for the first performance period of the 2024 PSUs compared to target.

  92. 2024 PSU Award Outcomes

    | NEO | Target PSUs | Earned PSUs | | Hayden Brown | 212,798 | 127,678 | | Erica Gessert | 67,463 | 40,477 | | David T. Bottoms | 48,188 | 28,912 |

  93. 2024 PSU Award Outcomes

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  94. 2021 CEO Performance Award Outcomes

    2021 CEO Performance Award Outcomes In January 2021, the compensation committee granted our CEO an option to purchase up to 1,500,000 shares of our common stock at a per share exercise price of $38.80, which we refer to as the CEO Performance Award. Vesting of the CEO Performance Award was subject to both (i) the achievement of certain pre-established per share stock price targets and (ii) a four-year service-based vesting requirement. For a detailed analysis of the reasons for and terms and conditions of the CEO Performance Award, see the section titled “Compensation Discussion and Analysis—Long-Term Incentive Compensation—Chief Executive Officer Performance Award” in our definitive proxy statement filed with the SEC on April 19, 2022. The performance-based vesting requirement of the CEO Performance Award required the achievement of highly rigorous stock price thresholds based on a 90-day volume-based weighted average price, starting at $60 per share. As set forth in the table below, none of these stock price thresholds had been met and no portion of the CEO Performance Award had been earned or vested as of December 31, 2025.

  95. Employment Arrangements

    Employment Arrangements We entered into written employment offer letters with each of our NEOs when they joined us, and these offer letters have been amended and restated from time to time to reflect promotions for Ms. Brown and Mr. Bottoms and to reflect a change in our corporate structure for Mr. Bottoms. We refer to these offer letters, as they may have been amended and restated, as the Offer Letters. We believe that these arrangements were necessary to secure the continued service of these individuals in a highly competitive job market. Each of these Offer Letters provides for “at will” employment (meaning that either we or the NEO may terminate the employment relationship at any time with or without cause and with or without notice) and generally sets forth the NEO’s then-current annual base salary, an indication of eligibility for participation in our annual performance bonus plan, and eligibility to participate in our employee benefit plans, including our health insurance plan and disability insurance plan, as established from time to time. These Offer Letters also provide that each NEO will be eligible to enter into a change in control and severance agreement, which we refer to as a Severance Agreement, based on his or her position within our company. These agreements specify the severance payments and benefits that he or she will be eligible to receive in connection with certain terminations of employment from our company. These post-employment compensation arrangements are discussed in “—Post- Employment Compensation” and “—Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below. In addition, each of our NEOs executed our standard confidential information and invention assignment agreement and employee dispute resolution agreement upon the commencement of their employment.

  96. Post-Employment Compensation

    Post-Employment Compensation We have entered into a Severance Agreement with each of our NEOs, which provides for certain protections in the event of certain involuntary terminations of employment, including a termination of employment in connection with a change in control of our company, in exchange for a general release of claims and compliance with a non-disparagement covenant for a period of 24 months following separation from us (to the extent permitted by applicable law). Each Severance Agreement is in effect for three years, with automatic renewals for new three-year periods unless notice is given by us to the NEO three months prior to the date on which the agreement would otherwise renew. In 2025, we amended the Severance Agreements with Ms. Brown and Ms. Gessert to, among other things, revise the definitions of “Good Reason” to clarify that a reduction in title, duties, responsibilities or authority would include, following a Change in Control (as defined in the Severance Agreements), ceasing to be the chief executive officer or chief financial officer, respectively, of a publicly traded company that is the ultimate parent entity of the acquirer. In certain transactions, senior executives may retain their titles while experiencing a material diminution in substantive responsibilities, authority, or external-facing duties. The compensation committee approved these changes to address this risk and ensure that the

  97. Post-Employment Compensation

    protections afforded by the Severance Agreements operate as intended by focusing on the scope and substance of the executive’s role, rather than title alone. We believe these Severance Agreements provide reasonable compensation in the form of severance pay and certain limited benefits to the NEO if his or her employment with us is terminated under certain circumstances to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing NEO to sign a separation and release agreement in a form prescribed by us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We believe that these agreements help maintain our NEOs’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction and mitigate the risk of subsequent disputes or litigation. The terms and conditions of these agreements were approved by our board of directors after an analysis of competitive market data in consultation with the compensation committee’s compensation consultant and are periodically reassessed to confirm that they remain appropriate as compared against competitive market practices. Under the Severance Agreements, all payments and benefits in the event of a change in control of our company are payable only if there is a connected loss of employment by an NEO (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction alone. In the event of a change in control of our company, to the extent Section 280G or 4999 of the Code is applicable to an NEO, such individual is entitled to receive either: •a payment of the full amounts specified in his or her agreement to which he or she is entitled; or •a payment of such amount that is $1.00 less than the amount that would otherwise trigger the excise tax imposed by Section 4999, depending on which results in the NEO receiving a higher amount after taking into account all federal, state, local, and foreign income, employment, and other taxes and the excise tax imposed by Section 4999. We are not obligated to provide excise tax payments, which we refer to as gross ups, to any of our executive officers, including our NEOs. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a qualifying termination in connection with or within specified periods before or after a change in control of our company, are essential to attracting and retaining highly qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining our NEOs’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. An award agreement for equity awards that vest upon satisfaction of performance criteria may provide for acceleration upon a change in control (for a description of the treatment of our outstanding PSUs upon a change in control, see “Potential Payments upon Termination or Change in Control” below). The benefits under the Severance Agreements supersede all other cash severance and vesting acceleration arrangements (excluding equity awards that vest, in whole or in part, upon satisfaction of performance criteria, which will be governed by the terms of the applicable performance-based equity awards). For detailed descriptions of the post-employment compensation arrangements with our NEOs, as well as an estimate of the potential payments and benefits payable thereunder, see “Potential Payments upon Termination or Change in Control” below.

  98. Clawback Policy

    Clawback Policy We maintain a robust compensation recovery policy, which we refer to as our Clawback Policy, covering (i) our executive officers and all employees who are officers for purposes of Section 16 of the Exchange Act, including current and former executive officers and Section 16 officers, each of whom we refer to as a Covered Executive, and (ii) each of our employees who has been granted one or more PSU awards, each of whom we refer to as a Covered PSU Recipient.

  99. Discretionary Clawback

    Discretionary Clawback In addition to the mandatory clawback required by SEC and Nasdaq rules, our Clawback Policy provides our compensation committee the authority to recoup additional compensation from Covered Executives in certain circumstances, as well as compensation from Covered PSU Recipients. If our compensation committee determines that a Covered Executive or Covered PSU Recipient engaged in fraud or intentional misconduct that materially contributed to the requirement to prepare an accounting restatement, the compensation committee may require such Covered Executive or Covered PSU Recipient to reimburse or forfeit to us up to 100% of any incentive-based compensation and up to 100% of any other grant or award under our 2018 Plan received during the applicable Clawback Period. The compensation committee may exercise this discretionary authority even if a Covered Executive’s or Covered PSU Recipient’s fraud or intentional misconduct did not result in an award or payment greater than that which would have been awarded absent the violation. Our prior compensation recoupment policy applies with respect to incentive-based compensation received prior to October 2, 2023, the effective date of the Nasdaq listing rules applicable to compensation recoupment. For a description

  100. Policies and Practices Related to the Timing of Equity Grants

    Policies and Practices Related to the Timing of Equity Grants We do not time equity grants to take advantage of a depressed stock price or an anticipated increase in stock price and generally make awards on predetermined dates to ensure that awards cannot be timed to take advantage of material non- public information. While we generally do not grant option awards and did not grant any option awards to our NEOs in 2025, our annual stock awards to our NEOs and other employees are currently made in the first fiscal quarter, after the release of the prior year’s results, and Annual Awards to our non-employee directors are granted on the date of our annual meeting of stockholders. New hire stock awards to employees, including executive officers, are generally granted on the 18th of the month coincident with or immediately following their start date, and Initial Awards to non-employee directors are granted on the date of the non-employee director’s initial appointment or election to our board of directors. In addition, the number of shares subject to stock awards granted to our employees and non-employee directors is currently determined by dividing the award value by the average daily closing price of our common stock for the 30-calendar day period ending on the trading day immediately prior to the grant date (rounding down to the nearest whole share).

  101. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  102. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by, or paid to each of our NEOs for all services rendered in all capacities during the fiscal year ended December 31, 2025, and, to the extent required under SEC rules, the fiscal years ended December 31, 2024 and 2023:

  103. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Hayden Brown President and Chief Executive Officer | 2025 | 625,000 | 15,153,165 | 1,289,438 | 27,099 | 17,094,702 | | | 2024 | 595,000 | 8,554,496 | 761,600 | 20,813 | 9,931,909 | | | 2023 | 570,000 | 8,594,663 | 307,800 | 35,678 | 9,508,141 | | Erica Gessert Chief Financial Officer | 2025 | 606,375 | 4,100,252 | 887,675 | 16,215 | 5,610,517 | | | 2024 | 572,917 | 3,254,415 | 607,787 | 5,606 | 4,440,725 | | | 2023 | 375,833(5) | 4,950,000 | 183,467(5) | 5,619 | 5,514,919 | | David T. Bottoms GM, Marketplace | 2025 | 478,192 | 2,495,792 | 514,726 | 27,099 | 3,515,809 | | | 2024 | 445,088 | 2,324,589 | 374,643 | 5,606 | 3,149,926 |

  104. 2025 Summary Compensation Table

    (1)Base salary changes for 2025 were effective as of March 1, 2025. The amounts reported represent the base salaries actually earned during 2025. (2)The amounts reported represent the grant date fair value calculated in accordance with ASC 718. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating these amounts. For PSUs, the amount reported in the table is based on the probable outcome of the applicable performance condition at the time of grant (100% of performance target). Each NEO was granted RSU and PSU awards in 2025 as described in “—Compensation Discussion and Analysis—2025 Compensation Targets and Outcomes.” For PSUs granted in 2025, the maximum performance shares payable and corresponding maximum aggregate value based on the grant date fair value of such awards are (i) 1,376,518 shares and $18,183,803 for Ms. Brown; (ii) 310,390 shares and $4,100,252 for Ms. Gessert; and (iii) 188,932 shares and $2,495,792 for Mr. Bottoms. (3)The amounts reported represent incentive bonuses actually earned pursuant to our annual performance bonus plan for the applicable year and include the impact of any individual performance adjustment for each of our non-CEO NEOs. Payments for 2025 are described in greater detail in “—Compensation Discussion and Analysis—2025 Compensation Targets and Outcomes—2025 Short-Term Incentive Compensation.” (4)The amounts reported for 2025 represent (i) our matching contribution of $5,000 under our 401(k) Plan for each of Mses. Brown and Gessert and Mr. Bottoms, (ii) $331 paid to our disability insurance plan for each of Mses. Brown and Gessert and Mr. Bottoms, and (iii) $21,768, $10,884, and $21,768 for personal cybersecurity services for Mses. Brown and Gessert and Mr. Bottoms, respectively (which include an $11,054, $5,527, and $11,054 gross up for Mses. Brown and Gessert and Mr. Bottoms, respectively, for taxes payable as a result of the cybersecurity services). (5)The amounts reported represent prorated amounts due to Ms. Gessert’s employment start date in April 2023.

  105. 2025 Summary Compensation Table

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  106. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2025 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the 2025 Summary Compensation Table.

  107. 2025 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hayden Brown | Cash | — | — | 1,797 | 718,750 | 1,437,500 | — | — | — | — | — | | | RSU | 03/18/2025 | 03/17/2025 | — | — | — | — | — | — | 458,839 | 6,061,263 | | | PSU | 03/18/2025 | 03/17/2025 | — | — | — | 1,720 | 688,259 | 1,376,518 | — | 9,091,901 | | Erica Gessert | Cash | — | — | 970 | 485,100 | 1,164,240 | — | — | — | — | — | | | RSU | 03/18/2025 | 03/17/2025 | — | — | — | — | — | — | 155,195 | 2,050,126 | | | PSU | 03/18/2025 | 03/17/2025 | — | — | — | 387 | 155,195 | 310,390 | — | 2,050,126 | | David T. Bottoms | Cash | — | — | 574 | 286,915 | 688,597 | — | — | — | — | — | | | RSU | 03/18/2025 | 03/17/2025 | — | — | — | — | — | — | 94,466 | 1,247,896 | | | PSU | 03/18/2025 | 03/17/2025 | — | — | — | 236 | 94,466 | 188,932 | — | 1,247,896 |

  108. 2025 Grants of Plan-Based Awards Table

    (1)These columns show a range of possible payouts under our 2025 Performance Bonus Plan, as described in “—Compensation Discussion and Analysis—2025 Compensation Targets and Outcomes—2025 Short-Term Incentive Compensation.” These amounts do not correspond to the actual amounts that were received by our NEOs. The amount shown in the “Threshold” column represents the amount payable if the minimum level of company performance was achieved for a positive payout to occur under our 2025 Performance Bonus Plan and the NEO (other than our CEO) earned the maximum negative individual performance adjustment (-20%). The amount shown in the “Target” column represents the amount payable if the “target” level of company performance (100% of performance target) was achieved for our 2025 Performance Bonus Plan, without taking into account any impact from the individual performance adjustment. The amount shown in the “Maximum” column represents the amount payable if the maximum level of company performance (200% of company performance target) was achieved for our 2025 Performance Bonus Plan and the NEO (other than our CEO) earned the maximum positive individual performance adjustment (+20%). The actual amounts received by our NEOs were as follows: Ms. Brown, $1,289,438; Ms. Gessert, $887,675; and Mr. Bottoms, $514,726. (2)These columns show a range of outcomes possible under the PSU awards granted in 2025. The amount shown in the “Threshold” column represents the number of PSUs that would become Earned PSUs if the minimum level of performance was achieved for any PSUs to become Earned PSUs. The amount shown in the “Target” column represents the number of PSUs that would become Earned PSUs if the “target” level of performance (100% of performance target) was achieved for each measurement period for the 2025 PSU awards. The amount shown in the “Maximum” column represents the number of PSUs that would become Earned PSUs if the maximum level of performance (200% of performance target) was achieved for each measurement period for the 2025 PSU awards. Further information about these awards is provided in the section titled “—Compensation Discussion and Analysis—2025 Compensation Targets and Outcomes—2025 Short-Term Incentive Compensation.” (3)The amounts reported represent the grant date fair value calculated in accordance with ASC 718. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating these amounts. For PSUs, the amount reported is based on the probable outcome of the applicable performance conditions, which reflects the target level of performance at the time of grant (100% of performance target). Each NEO was granted RSU and PSU awards in 2025 as described in “—Compensation Discussion and Analysis—2025 Compensation Targets and Outcomes.” The vesting of these stock awards is detailed in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below.

  109. 2025 Grants of Plan-Based Awards Table

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  110. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table presents, for each of the NEOs, information regarding outstanding stock options, RSUs, and PSUs held as of December 31, 2025.

  111. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Hayden Brown | 09/26/2017 | 193,510 | — | — | 3.68 | 09/25/2027 | — | — | — | — | | | 01/18/2021(4) | — | — | 1,500,000 | 38.80 | 01/17/2031 | — | — | — | — | | | 02/18/2022(5) | — | — | — | — | — | 7,611 | 150,850 | — | — | | | 02/18/2022(6) | — | — | — | — | — | 9,589 | 190,054 | — | — | | | 02/18/2023(7) | — | — | — | — | — | 91,667 | 1,816,840 | — | — | | | 02/18/2023(8) | — | — | — | — | — | 74,250 | 1,471,635 | –- | — | | | 03/18/2024(9) | — | — | — | — | — | 159,599 | 3,163,252 | –- | –- | | | 03/18/2024(10) | — | — | — | — | — | 127,678 | 2,530,578 | 212,799 | 4,217,676 | | | 03/18/2025(11) | — | — | — | — | — | 372,807 | 7,389,035 | | | | | 03/18/2025(12) | — | — | — | — | — | — | — | 1,376,518 | 27,282,587 | | Erica Gessert | 05/18/2023(13) | — | — | — | — | — | 225,000 | 4,459,500 | — | — | | | 03/18/2024(9) | — | — | — | — | — | 75,896 | 1,504,259 | — | — | | | 03/18/2024(10) | — | — | — | — | — | 40,477 | 802,254 | 67,463 | 1,337,117 | | | 03/18/2025(11) | — | — | — | — | — | 126,096 | 2,499,223 | — | — | | | 03/18/2025(12) | — | — | — | — | — | — | — | 310,390 | 6,151,930 | | David T. Bottoms | 09/18/2022(14) | — | — | — | — | — | 26,940 | 533,951 | — | — | | | 02/18/2023(7) | — | — | — | — | — | 18,750 | 371,625 | — | — | | | 03/18/2024(9) | — | — | — | — | — | 54,212 | 1,074,482 | — | — | | | 03/18/2024(10) | — | — | — | — | — | 28,912 | 573,036 | 48,188 | 955,086 | | | 03/18/2025(11) | — | — | — | — | — | 76,754 | 1,521,264 | — | — | | | 03/18/2025(12) | — | — | — | — | — | — | — | 188,932 | 3,744,632 |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)Outstanding equity awards with a grant date prior to August 30, 2018, the date the 2018 Plan became effective, were granted under our 2014 Equity Incentive Plan, which we refer to as the 2014 Plan. Outstanding equity awards with a grant date after August 30, 2018, were granted under the 2018 Plan. The vesting of all awards is subject to continued service on each vesting date, in addition to any additional vesting terms described below. (2)Represents the fair market value of the shares underlying the stock awards based on the closing price on Nasdaq of our common stock on December 31, 2025 (the last day of business of 2025), which was $19.82 per share. (3)The amounts in this column represent the number of PSUs that would be earned if the “target” level of performance (100% of performance target) was achieved for each performance measurement period for the applicable PSU award. Any portion of the PSUs that are eligible to be earned based on company performance during a performance period will be fully vested upon the certification of company performance for

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  114. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    such performance period following the end of that performance period, subject to such NEO’s continued service on the applicable certification date. (4)The stock option vests as described in the section titled “—Compensation Discussion and Analysis—2025 Long-Term Incentive Compensation —2021 CEO Performance Award Outcomes.” The time vesting requirement of the stock option is subject to acceleration upon certain events as described in the section titled “—Potential Payments upon Termination or Change in Control.” (5)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after February 18, 2022, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from February 18, 2022, subject to Ms. Brown’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (6)The earned PSUs vested 25% on February 18, 2023 and thereafter 1/16th of the earned PSUs shall vest on each quarterly anniversary thereafter, subject to Ms. Brown’s continued service. The earned PSUs are subject to acceleration upon certain events as described in “— Potential Payments upon Termination or Change in Control.” (7)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after February 18, 2023, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from February 18, 2023, subject to the NEO’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (8)The earned PSUs vested 25% on February 18, 2024, and 1/16th of the earned PSUs shall vest on each quarterly anniversary thereafter, subject to the NEO’s continued service. The earned PSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (9)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after March 18, 2024, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from March 18, 2024, subject to the NEO’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (10)Represents the 2024 PSU awards, which are eligible to vest up to 50% based on company performance during the year ended December 31, 2025, and up to 50% based on company performance during the year ending December 31, 2026, subject to the recipient’s continued service through the date on which company performance during each performance period is certified by the compensation committee. The compensation committee certified performance for the first performance period at 60% in February 2026, and the actual number of shares that vested for each NEO was as follows, as reported in the “Number of Shares or Units of Stock That Have Not Vested (#)” column: Ms. Brown, 127,678 shares; Ms. Gessert, 40,477 shares; and Mr. Bottoms, 28,912 shares. The certification date for the second performance period is expected to take place in early 2027, and the PSUs attributable to such performance period are reported at the “target” level of performance in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)” column. A description of the treatment of the 2024 PSUs upon a change in control is provided in the section titled “—Potential Payments upon Termination or Change in Control.” (11)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after March 18, 2025, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from March 18, 2025, subject to the NEO’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (12)Represents the 2025 PSU awards, which are eligible to vest up to 50% based on company performance during the years ending December 31, 2025, and December 31, 2026, and up to 50% based on company performance during the years ending December 31, 2025, December 31, 2026, and December 31, 2027, subject to the recipient’s continued service through the date on which company performance during each performance period is certified by the compensation committee. The first such certification date is expected to take place in early 2027. Based on Company performance for the first year of the two performance periods (the year ended December 31, 2025), which exceeded target performance levels, the amounts shown reflect the maximum number of PSUs that may be earned at the end of the two performance periods. A description of the treatment of the 2025 PSUs upon a change in control is provided in the section titled “—Potential Payments upon Termination or Change in Control.” (13)The RSUs vested 25% on May 18, 2024, and thereafter the RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after May 18, 2024, over 12 quarters of continuous service, such that the RSU award shall vest in full four years from May 18, 2023, subject to Ms. Gessert’s continued service. The RSUs are subject to acceleration upon certain events as described in “— Potential Payments upon Termination or Change in Control.” (14)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after September 18, 2022, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from September 18, 2022, subject to Mr. Bottoms’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”

  115. Outstanding Equity Awards at 2025 Fiscal Year-End Table

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  116. 2025 Stock Option Exercises and Stock Vested Table

    2025 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs and PSUs during 2025 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs and PSUs.

  117. 2025 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Hayden Brown | — | — | 366,162 | 5,957,749 | | Erica Gessert | — | — | 212,831 | 3,428,092 | | David T. Bottoms | — | — | 92,726 | 1,519,672 |

  118. 2025 Stock Option Exercises and Stock Vested Table

    (1)The value realized upon exercise of an option equals the difference between the price per share of our common stock on Nasdaq on the exercise date less the exercise price per share of the option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2025. (2)The value realized upon the vesting and settlement of an RSU or PSU is based on the closing price on Nasdaq of our common stock on the date prior to the vesting date. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during 2025.

  119. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into a Severance Agreement with each of our NEOs that provides for certain protections in the event of certain involuntary terminations of employment in exchange for a customary release of claims as described above in “— Compensation Discussion and Analysis—Other Compensation Elements—Post-Employment Compensation.”

  120. 2025 Potential Payments upon Termination or Change in Control Table

    2025 Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and the price per share of our common stock was the closing price on Nasdaq as of December 31, 2025 (the last day of business of 2025), which was $19.82 per share. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  121. 2025 Potential Payments upon Termination or Change in Control Table

    | | Qualifying Termination - No Change in Control | | | | Qualifying Termination - Change in Control | | | | | | Name | Cash Severance ($)(1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | Cash Severance ($)(1) | Bonus Payment ($)(3) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | | Hayden Brown | 630,000 | 37,621 | 7,090,833 | 7,758,454 | 945,000 | 724,500 | 56,431 | 49,899,585 | 51,625,516 | | Erica Gessert | 612,150 | 38,211 | — | 650,361 | 612,150 | 489,720 | 38,211 | 17,289,145 | 18,429,226 | | David T. Bottoms | 484,169 | 38,403 | — | 522,572 | 484,169 | 290,502 | 38,403 | 9,156,126 | 9,969,200 |

  122. 2025 Potential Payments upon Termination or Change in Control Table

    (1)The severance amount related to base salary was determined based on salaries in effect on December 31, 2025. (2)The value of accelerated vesting is calculated based on the per share closing price on Nasdaq as of December 31, 2025 (the last day of business of 2025), which was $19.82 per share (in the case of unvested stock options, if applicable, such per share closing price less the aggregate exercise price of each outstanding unvested stock option). The CEO Performance Award was not included, as the exercise price for such award was above the per share closing price of our common stock on Nasdaq as of December 31, 2025 (the last day of business of 2025). The TSR multiplier does not impact the estimates in the table above for the 2025 PSU awards. (3)The value of the bonus payment was determined based on the full amount of the target bonus in effect on December 31, 2025.

  123. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, which we refer to as CAP, and certain financial performance of our company and peers. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “—Compensation Discussion and Analysis.”

  124. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(7) ($ in thousands) | Company- Selected Measure: Adjusted EBITDA(8) ($ in thousands) | | | | | | | Upwork Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | | | | 2025 | 17,094,702 | 41,181,795 | 4,563,163 | 9,959,702 | 186 | 230 | 115,425 | 225,556 | | 2024 | 9,931,909 | 7,723,619 | 3,795,326 | 3,730,756 | 153 | 188 | 215,586 | 167,593 | | 2023 | 9,508,141 | 10,014,499 | 3,483,866 | 4,257,285 | 139 | 176 | 46,887 | 73,134 | | 2022 | 8,474,727 | (27,279,085) | 4,573,989 | (3,208,187) | 98 | 108 | (89,885) | (4,029) | | 2021 | 34,909,304 | 31,079,579 | 2,116,323 | 1,991,129 | 320 | 178 | (56,240) | 19,127 |

  125. Pay Versus Performance

    (1)Ms. Brown served as our principal executive officer, which we refer to as our PEO, for the entirety of 2021, 2022, 2023, 2024, and 2025, and our NEOs other than our PEO, who we refer to as our Non-PEO NEOs, for the applicable years were as follows: (i) for 2025 and 2024: Erica Gessert and David T. Bottoms; (ii) for 2023: Erica Gessert and Eric Gilpin; and (iii) for 2022 and 2021: Eric Gilpin and Jeff McCombs. (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non- PEO NEOs. (3)Amounts reported in this column represent CAP to Ms. Brown as our PEO in the indicated fiscal years, as calculated per Item 402(v) of Regulation S-K. Such calculations are based on Ms. Brown’s total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For performance-based awards, fair value is determined based on the level of performance attainment deemed most probable as of the applicable measurement date. In prior Pay Versus Performance disclosures, the fair value of certain performance awards was calculated assuming target-level attainment. Accordingly, amounts for prior years have been updated in the table below to reflect fair value determined based on the most probable attainment level as of each applicable measurement date. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our applicable Annual Report on Form 10-K and the footnotes to the Summary Compensation Table that appears in our applicable definitive proxy statement. The dollar amounts do not reflect the actual amount of compensation we consider to be earned by or paid to Ms. Brown during the applicable year. There were no dividends paid and no changes to the value of pension benefits, as we do not provide pension benefits.

  126. Pay Versus Performance

    | PEO | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Summary Compensation Table—Total Compensation(a) | 34,909,304 | 8,474,727 | 9,508,141 | 9,931,909 | 17,094,702 | | Subtract Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year(b) | (33,406,652) | (7,455,075) | (8,594,663) | (8,554,496) | (15,153,165) | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End(c) | 25,018,454 | 2,633,869 | 7,050,967 | 7,248,458 | 34,671,622 | | Add/Subtract Awards Granted During Prior Fiscal Years That Were Outstanding and Unvested as of Applicable Fiscal Year End, Determined Based on Change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End(d) | (190,309) | (25,993,514) | 879,837 | (983,925) | 3,241,696 | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Vested During the Fiscal Year of Grant, Determined as of Applicable Vesting Date(e) | 319,445 | 369,694 | 668,238 | 663,569 | 1,488,070 | | Add/Subtract Awards Granted During Prior Fiscal Years That Vested During Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year End to Vesting Date(f) | 4,429,337 | (5,308,785) | 501,979 | (581,896) | (161,130) | | Subtract Fair Value of Awards Granted During Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Applicable Fiscal Year, Determined as of Prior Fiscal Year End(g) | — | — | — | — | — | | Compensation Actually Paid | 31,079,579 | (27,279,085) | 10,014,499 | 7,723,619 | 41,181,795 |

  127. Pay Versus Performance

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  128. Pay Versus Performance

    (a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b)Represents the aggregate grant date fair value of the stock awards and option awards granted to Ms. Brown during the indicated fiscal year, computed in accordance with ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c)Represents the aggregate fair value as of the indicated fiscal year end of Ms. Brown’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718. (d)Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards granted in prior fiscal years and held by Ms. Brown as of the last day of the indicated fiscal year, computed in accordance with ASC 718. (e)Represents the aggregate fair value at vesting of the option and stock awards that were both granted to Ms. Brown and vested during the indicated fiscal year, computed in accordance with ASC 718. (f)Represents the aggregate change in fair value, measured from the prior fiscal year end to the vesting date, of each stock award and option award held by Ms. Brown that was granted in a prior fiscal year and vested during the indicated fiscal year, computed in accordance with ASC 718. (g)Represents the aggregate fair value as of the last day of the prior fiscal year of Ms. Brown’s stock awards and option awards that were granted in a prior fiscal year and failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718. (4)Amounts reported in this column represent the average CAP to our Non-PEO NEOs in the indicated fiscal year, as calculated per Item 402(v) of Regulation S-K. Such calculations are based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For performance-based awards, fair value is determined based on the level of performance attainment deemed most probable as of the applicable measurement date. In prior Pay Versus Performance disclosures, the fair value of certain performance awards was calculated assuming target-level attainment. Accordingly, amounts for prior years have been updated in the table below to reflect fair value determined based on the most probable attainment level as of each applicable measurement date. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our applicable Annual Report on Form 10-K and the footnotes to the Summary Compensation Table that appears in our applicable definitive proxy statement. The dollar amounts do not reflect the actual amount of compensation we consider to be earned by or paid to our Non-PEO NEOs during the applicable year. There were no dividends paid and no changes to the value of pension benefits, as we do not provide pension benefits.

  129. Pay Versus Performance

    | Non-PEO NEO Average* | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Summary Compensation Table—Total Compensation(a) | 2,116,323 | 4,573,989 | 3,483,866 | 3,795,326 | 4,563,163 | | Subtract Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year(b) | (1,126,933) | (3,836,932) | (2,943,800) | (2,789,502) | (3,298,022) | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End(c) | 579,986 | 538,543 | 4,461,000 | 2,481,809 | 6,958,525 | | Add/Subtract Awards Granted During Prior Fiscal Years That Were Outstanding and Unvested as of Applicable Fiscal Year End, Determined Based on Change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End(d) | (62,360) | (507,769) | — | 348,991 | 1,377,402 | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Vested During the Fiscal Year of Grant, Determined as of Applicable Vesting Date(e) | 124,483 | 345,331 | 10,438 | 273,146 | 404,839 | | Add/Subtract Awards Granted During Prior Fiscal Years That Vested During Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year End to Vesting Date(f) | 359,630 | (1,988,433) | 845 | (379,014) | (46,205) | | Subtract Fair Value of Awards Granted During Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Applicable Fiscal Year, Determined as of Prior Fiscal Year End(g) | — | (2,332,916) | (755,063) | — | — | | Compensation Actually Paid | 1,991,129 | (3,208,187) | 4,257,285 | 3,730,756 | 9,959,702 |

  130. Pay Versus Performance

    *Please see footnote 1 above for the Non-PEO NEOs included in the average for each indicated fiscal year. (a)Represents the average Total Compensation as reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated fiscal year. (b)Represents the average aggregate grant date fair value of the stock awards and option awards granted to the Non-PEO NEOs during the indicated fiscal year, computed in accordance with ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c)Represents the average aggregate fair value as of the indicated fiscal year end of the Non-PEO NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718.

  131. Pay Versus Performance

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  132. Pay Versus Performance

    (d)Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards granted in prior fiscal years and held by the Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with ASC 718. (e)Represents the average aggregate fair value at vesting of the stock awards and option awards that were both granted to the Non- PEO NEOs and vested during the indicated fiscal year, computed in accordance with ASC 718. (f)Represents the average aggregate change in fair value, measured from the prior fiscal year end to the vesting date, of each stock award and option award held by the Non-PEO NEOs that was granted in a prior fiscal year and vested during the indicated fiscal year, computed in accordance with ASC 718. (g)Represents the average aggregate fair value as of the last day of the prior fiscal year of the Non-PEO NEOs’ stock awards and option awards that were granted in a prior fiscal year and failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718. On September 21, 2022, we entered into a transition and separation agreement with former Non-PEO NEO Jeff McCombs, and Mr. McCombs’s last day of employment was December 31, 2022. Accordingly, we determined that Mr. McCombs’s awards that were forfeited in connection with his departure on December 31, 2022, were not outstanding at fiscal year end and are therefore included in this calculation row for 2022. On May 2, 2023, we entered into a transition and separation agreement with former Non-PEO NEO Eric Gilpin, and Mr. Gilpin’s last day of employment was June 30, 2023. Accordingly, Mr. Gilpin’s awards that were forfeited in connection with his departure on June 30, 2023, were not outstanding at fiscal year end and are therefore included in this calculation row for 2023. (5)Pursuant to SEC rules, the comparison assumes $100 was invested in our common stock on December 31, 2020, using the closing stock price of the end of the last day that was prior to the beginning of our fiscal year 2021. Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. (6)The TSR Peer Group consists of the Nasdaq-100 Technology Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. This column assumes $100 was invested in this peer group on December 31, 2020 (same period as used for footnote 5 above). (7)The amounts shown in this column are also included in our audited financial statements. For 2024, net income includes a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets. (8)Our compensation committee determined adjusted EBITDA to be the most important financial performance measure used to link company performance to CAP to our PEO and Non-PEO NEOs for 2025 because, in its view, it was the company performance measure most consistent with our then-primary near-term objective of delivering profitability that management would have the greatest ability to impact while investing in strategic initiatives to accelerate growth in future periods. Adjusted EBITDA was the company performance metric that had the greatest impact on payouts for our PEO and Non-PEO NEOs under our 2025 Performance Bonus Plan, and adjusted EBITDA margin (calculated by dividing adjusted EBITDA by revenue) was one of two performance metrics underlying the 2025 PSU awards. Adjusted EBITDA and adjusted EBITDA margin are not financial measures prepared in accordance with GAAP. For more information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures.”

  133. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, we are providing below disclosure relating to the ratio of the annual total compensation of our CEO, Ms. Brown, to the median of the annual total compensation of all of our employees (except for our CEO), which we refer to as the CEO Pay Ratio.