Item 2.02 Results of Operations and Financial Condition.



  On July 29, 2021, Upwork Inc., or the Company, issued a press release and will
hold a conference call regarding its financial results for the quarter ended
June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this
report. The Company also issued a shareholder letter announcing its financial
results for the quarter ended June 30, 2021. The full text of the shareholder
letter is attached as Exhibit 99.2 to this report.

  The information furnished with this Item 2.02, including Exhibits 99.1 and
99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such a filing.

  The Company is making reference to non-GAAP financial information in both the
press release, shareholder letter, and the conference call. A reconciliation of
GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release
and Exhibit 99.2 shareholder letter.

  The Company uses its Investor Relations website (investors.upwork.com), its
Twitter handle (twitter.com/Upwork) and Hayden Brown's Twitter handle
(twitter.com/hydnbrwn), and LinkedIn profile (linkedin.com/in/haydenlbrown) as a
means of disseminating or providing notification of, among other things, news or
announcements regarding its business or financial performance, investor events,
press releases and earnings releases and as a means of disclosing material
non-public information and for complying with its disclosure obligations under
Regulation FD.

Item 9.01 Financial Statements and Exhibits.



  (d) Exhibits.
Exhibit Number             Description
99.1                         Press Release dated July 29, 2021
99.2                         Shareholder Letter dated July 29, 2021
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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