Item 1.01 Entry into a Material Definitive Agreement. Termination of Loan and Security Agreement On August 5, 2021, Upwork Inc. (the "Company") terminated its Loan and Security Agreement, dated September 19, 2017, by and between the Company and Silicon Valley Bank, as amended (the "Loan Agreement"), and repaid all amounts outstanding under the Loan Agreement.

Item 8.01 Other Events.



On August 5, 2021, the Company issued a press release announcing the pricing of
its offering of $500.0 million aggregate principal amount of 0.25% convertible
senior notes due 2026 in a private placement (the "Notes"). The Company also
granted the initial purchasers of the Notes an option to purchase, during a
13-day period beginning on, and including, the first date on which the Notes are
issued, up to an additional $75.0 million aggregate principal amount of Notes.
In connection with the pricing of the Notes, the Company entered into privately
negotiated capped call transactions with one or more of the initial purchasers
of the Notes or their respective affiliates and/or other financial institutions.
The Notes will be sold to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.
A copy of the press release announcing the pricing of the offering of the Notes
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit             Description
                      Press Release dated August     5    , 2021 announcing the pricing     of the
99.1                Notes
104                 Cover Page Interactive Data File (the cover page XBRL tags are embedded within
                    the inline XBRL document)

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