UPWORK, INC — fact timeline

UPWORK, INC shareholders approved Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2026-06-04 meeting.

“Proposal Four - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The Company’s stockholders selected, on a non-binding advisory basis, a frequency of every one year for future non-binding advisory votes to approve the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Abstentions 95,406,283 16,928 370,119 51,540”

UPWORK, INC shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-06-04 meeting.

“Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. Votes For Votes Against Abstentions 68,934,395 26,782,943 127,532”

UPWORK, INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-04 meeting.

“Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2026, by the following votes: Votes For Votes Against Abstentions 105,217,897 384,881 136,493”

UPWORK, INC shareholders approved Election of three directors to serve for a three-year term expiring at the 2029 annual meeting at the 2026-06-04 meeting.

“Proposal One - Election of Directors The Company’s stockholders approved the election of three directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is elected and qualified, by the following votes: Nominee Votes For Votes Against Abstentions Claire Bramley 92,646,852 246,370 2,951,648 David Lissy 92,511,000 377,773 2,956,097 Gary Steele 78,600,865 17,127,041 116,964 There were also 9,894,401 broker non-votes on Proposal One.”

David Lissy was elected as Director at UPWORK, INC.

“the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting.”

Claire Bramley was elected as Director at UPWORK, INC.

“the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting.”

Anilu Vazquez-Ubarri resigned as Director at UPWORK, INC.

“Anilu Vazquez-Ubarri resigned from the Board effective immediately prior to the election of directors at the Annual Meeting.”

Leela Srinivasan departed as Director at UPWORK, INC.

“As previously disclosed, Leela Srinivasan did not stand for re-election as a member of the board of directors”

UPWORK, INC reported the first quarter of 2026 results: revenue $195.5 million, net income $31.5 million, EPS $0.24. Guidance raised.

“currently impacting the business.” First Quarter 2026 Financial Highlights • GSV (1) was $987.1 million, approximately flat year-over-year • Revenue grew 1% year-over-year to $195.5 million • Active clients (1) of 784,000 • GSV per active client (1) of $5,138 increased 5% year-over-year • GAAP Net income was $31.5 million, a decrease of 17% year-over-year • GAAP”

UPWORK, INC announced a restructuring with charges of approximately $16 million to $23 million (approximately 24%).

“of the Restructuring Plan to be substantially complete in the fourth quarter of 2026. In connection with these actions, the Company estimates that it will incur approximately $16 million to $23 million in pre-tax restructuring charges to its GAAP financial results, consisting primarily of severance and other one-time termination costs for the Company’s impacted”

UPWORK, INC: Adopted amended and restated bylaws to implement a cure process for deficiencies in stockholder director nomination notices (effective 2026-02-03).

“On February 3, 2026, the Company's board of directors adopted amended and restated bylaws, or the Amended and Restated Bylaws, effective immediately, to implement a cure process for certain deficiencies in director nomination notices submitted by stockholders.”

Glenn Kelman was appointed as director at UPWORK, INC.

“appointed Glenn Kelman to serve as a Class III director effective as of the date of the Annual Meeting.”

Dana L. Evan was elected as director at UPWORK, INC.

“nominated Dana L. Evan for election as a Class I director at the Annual Meeting.”

Gregory C. Gretsch retired as director at UPWORK, INC.

“Gregory C. Gretsch retired from the Board effective as of the date of the Annual Meeting.”

Elizabeth Nelson departed as director at UPWORK, INC.

“Elizabeth Nelson did not stand for re-election as a member of the board of directors”

UPWORK, INC announced a restructuring with charges of approximately $17 million to $22 million affecting company-wide (21%).

“In connection with these actions, the Company estimates that it will incur approximately $17 million to $22 million in pre-tax charges to its GAAP financial results, consisting primarily of severance and other one-time termination benefits for the Company’s impacted workforce.”

UPWORK, INC reported the first quarter of 2024 results: revenue $190.9 million, net income $18.4 million, EPS $0.13. Guidance raised.

“adjusted EBITDA margins within the next five years, while continuing to invest in key growth drivers.” First Quarter Financial Highlights • Revenue grew 19% year-over-year to $190.9 million in the first quarter of 2024 • Marketplace take rate was 17.7% in the first quarter of 2024 , compared to 14.7% in the first quarter of 2023 • Active clients grew 5%”

UPWORK, INC: Modified the definition of 'Acting in Concert' in the amended and restated bylaws (effective 2024-04-25).

“On April 25, 2024, the Company's board of directors adopted amended and restated bylaws, or the Amended and Restated Bylaws, effective immediately, to modify the definition of "Acting in Concert" contained therein.”

UPWORK, INC reported full year 2023 results: revenue $689.1 million, net income $46.9 million, EPS $0.06.

“Revenue grew 11% year-over-year to $689.1 million for full year 2023”

UPWORK, INC reported the fourth quarter and full year of 2023 results: revenue $183.9 million, net income $17.4 million, EPS $0.13. Guidance initiated.

“continue to produce growing profit margins and free cash flow each year going forward.” Fourth Quarter & Full Year 2023 Financial Highlights • Revenue grew 14% year-over-year to $183.9 million in the fourth quarter • Revenue grew 11% year-over-year to $689.1 million for full year 2023 • Active clients grew 5% year-over-year to 851,000 at the end of 2023, an all-time”

UPWORK, INC reported quarter ended September 30, 2023 results: revenue $175.7 million, net income $16.3 million. Guidance raised.

“We achieved better-than-expected results across our financial goals, generating third-quarter 2023 revenue of $175.7 million, up 11% from a year ago. We recorded GAAP net income of $16.3 million and adjusted EBITDA of $31.2 million this quarter”

UPWORK, INC reported second quarter of 2023 results: revenue $168.6 million, net income GAAP net loss of $(4.0) million. Guidance raised.

“second-quarter 2023 revenue of $168.6 million, up 7% from a year ago, and Gross Services Volume (GSV) that again exceeded $1 billion for the quarter. We recorded GAAP net loss of $(4.0) million and adjusted EBITDA of $14.4 million this quarter, compared to GAAP net loss of $(23.8) million and adjusted EBITDA loss of $(1.9) million in the second quarter of 2022.”

UPWORK, INC: Adopted restated certificate of incorporation to include officer exculpation provision and other technical changes (effective 2023-06-09).

“On June 9, 2023, the Company filed the Restated Certificate with the Delaware Secretary of State, and the Restated Certificate became effective on filing.”

UPWORK, INC shareholders approved Approval of Restated Certificate of Incorporation.

“Votes For Votes Against Abstentions 89,409,316 4,547,858 95,368 There were also 10,609,633 broker non-votes on Proposal Four.”

UPWORK, INC shareholders approved Advisory vote on the compensation of named executive officers.

“Votes For Votes Against Abstentions 52,910,473 35,638,826 5,503,243 There were also 10,609,633 broker non-votes on Proposal Three.”

UPWORK, INC shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered accounting firm for year ending December 31, 2023.

“Votes For Votes Against Abstentions 104,571,120 75,277 15,778 There were no broker non-votes on Proposal Two.”

UPWORK, INC shareholders approved Election of two directors to serve for three-year terms expiring at the 2026 annual meeting.

“Nominee Votes For Votes Against Abstentions Leela Srinivasan 80,449,520 13,582,196 20,826 Gary Steele 64,956,781 21,497,048 7,598,713 There were also 10,609,633 broker non-votes on Proposal One.”

UPWORK, INC reported the quarter ended March 31, 2023 results: revenue $160.9 million, net income $17.2 million. Guidance lowered.

“first-quarter revenue growth of 14% year-over-year to $160.9 million. We had GAAP net income of $17.2 million”

Eric Gilpin resigned as Chief Sales Officer at UPWORK, INC.

“On May 3, 2023, the Company announced that Eric Gilpin, the Company's Chief Sales Officer, will depart from the Company and that the Company has reached an agreement regarding Mr. Gilpin's resignation.”

Erica Gessert was appointed as Chief Financial Officer at UPWORK, INC.

“On March 22, 2023, Upwork Inc.’s (the “Company”) board of directors appointed Erica Gessert to become the Company’s Chief Financial Officer effective upon her first day of employment with the Company, which is expected to be April 25, 2023.”

UPWORK, INC reported financial results for the quarter and year ended December 31, 2022.

“On February 15, 2023, Upwork Inc., or the Company, will hold a conference call regarding its financial results for the quarter and year ended December 31, 2022. The Company issued a shareholder letter announcing its financial results for the quarter and year ended December 31, 2022. The full text of the shareholder letter is attached as Exhibit 99.1 to this report.”

Jeff McCombs departed as Chief Financial Officer at UPWORK, INC.

“On September 21, 2022, the Company and Mr. McCombs entered into an agreement (the “McCombs Transition Agreement”) setting forth the terms of Mr. McCombs’ separation from the Company.”

Olivier Marie was appointed as Chief Accounting Officer, Treasurer, and principal accounting officer at UPWORK, INC.

“On June 9, 2022, Upwork Inc., or the Company, appointed Olivier Marie, age 52, as its Chief Accounting Officer, Treasurer, and principal accounting officer, effective June 10, 2022.”