Form of Proxy

UPWORK INC.

Notes

BD Client Code:

Client Name:

Number of Shares Held in a BD Nominee Company:

No.	Proposition		For	Against	Abstain
1	Election of Class I Director to serve until the 2028 annual meeting of stockholders: Thomas Layton
2	Election of Class I Director to serve until the 2028 annual meeting of stockholders: Dana L. Evan
3	Election of Class I Director to serve until the 2028 annual meeting of stockholders: Kevin Harvey
4	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.
5	Advisory vote to approve named executive officer compensation.