SEC Form SC 13G filed by Upwork Inc.

11/14/24 1:22:38 PM ET

EDP Services

Technology

Get the next $UPWK alert in real time by email

SC 13G 1 upwk13gsep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) UPWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91688F104 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [x] Rule 13d - 1(b) Rule 13d - 1(c) Rule 13d - 1(d) 1. Name of Reporting Person T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2. Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power* 10,197,981 6. Shared Voting Power* 0 7. Sole Dispositive Power* 10,205,675 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,207,435 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares NOT APPLICABLE 11. Percent of Class Represented by Amount in Row 9 7.7% 12. Type of Reporting Person IA *Any shares reported in Items 5 and 6 are also reported in Item 7. Item 1(a) Name of Issuer: UPWORK INC Item 1(b) Address of Issuer's Principal Executive Offices: 530 LYTTON AVENUE, SUITE 301, PALO ALTO, CA 94301 Item 2(a) Name of Person(s) Filing: (1) T. ROWE PRICE ASSOCIATES, INC. (Price Associates) Item 2(b) Address of Principal Business Office: 100 E. Pratt Street, Baltimore, MD 21202 Item 2(c) Citizenship or Place of Organization: (1) Maryland Item 2(d) Title of Class of Securities: COMMON STOCK Item 2(e) Cusip Number: 91688F104 Item 3: The person filing this Schedule 13G is an: X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G. Item 5: Ownership of Five Percent or Less of a Class Not Applicable Item 6: Ownership of More than Five Percent on Behalf of Another Person (1) Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Associates. (2) [T. ROWE PRICE ALL-CAP OPPORTUNITIES FUND ]: T. ROWE PRICE ALL-CAP OPPORTUNITIES FUND, of which T. ROWE PRICE ASSOCIATES, INC. is the investment adviser, holds the securities reported herein in their investment portfolio managed by T. ROWE PRICE ASSOCIATES, INC. and such funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that they hold. T. ROWE PRICE ALL-CAP OPPORTUNITIES FUND has an interest in 7,136,919 of the class reported herein representing 5.4% of the class. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8: Identification and Classification of Members of the Group Not Applicable Item 9: Notice of Dissolution of Group Not Applicable Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. T. ROWE PRICE ASSOCIATES, INC. Date: November 14, 2024 Signature: /s/ Ellen York Name & Title: Ellen York, Vice President 09/30/2024

Get the next $UPWK alert in real time by email

Recent Analyst Ratings for

$UPWK

Date	Price Target	Rating	Analyst
4/4/2025		Buy → Neutral	BTIG Research
3/12/2025	$15.00	Sector Perform	Scotiabank
7/2/2024	$18.00 → $12.00	Neutral	UBS
5/2/2024	$16.00	Neutral → Buy	BTIG Research
1/8/2024	$13.00 → $20.00	Hold → Buy	Jefferies
10/4/2023	$13.00	Neutral	UBS
8/28/2023		Buy → Neutral	BTIG Research
6/30/2023	$15.00 → $13.00	Buy	BTIG Research

More analyst ratings

SEC Form SC 13G filed by Upwork Inc.

Chat with this insight

Recent Analyst Ratings for
$UPWK

$UPWK
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

GM, Marketplace Bottoms Dave converted options into 15,004 shares and sold $199,831 worth of shares (15,004 units at $13.32) (SEC Form 4)

Chief Accounting Officer Marie Olivier converted options into 4,047 shares and sold $53,909 worth of shares (4,047 units at $13.32) (SEC Form 4)

Chief Financial Officer Gessert Erica converted options into 8,433 shares and sold $56,405 worth of shares (4,316 units at $13.07), increasing direct ownership by 3% to 160,945 units (SEC Form 4)

$UPWK
Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by Upwork Inc.