Vanguard Capital Management filed an amended ownership statement with the SEC on October 30, 2026, reporting a 4.93% beneficial interest in Upwork Inc's common stock as of the event date of September 30, 2026.

Key Highlights

  • Total beneficial ownership: Vanguard Capital Management reported 6,164,469 shares of Upwork Inc common stock beneficially owned in aggregate.
  • Percent of class: The 6,164,469 shares represent 4.93% of Upwork's outstanding common stock as of September 30, 2026.
  • Sole voting power: Vanguard reported sole voting power over 943,322 shares, with shared voting power of zero.
  • Sole dispositive power: Vanguard reported sole dispositive power over all 6,164,469 shares, with shared dispositive power of zero.
  • Affiliated entities included: The filing covers securities attributed to Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers LLC, and Vanguard Investments Australia Ltd.
  • Amendment: This filing is designated Amendment No. 1 to a prior statement covering the same issuer and security class.

Vanguard's Reported Position in Upwork Common Stock

According to the filing, Vanguard Capital Management, organized in Pennsylvania and headquartered at 100 Vanguard Blvd, Malvern, PA 19355, reported an aggregate beneficial ownership of 6,164,469 shares of Upwork Inc common stock (CUSIP 91688F104). Upwork Inc, an online freelance marketplace platform listed on NASDAQ:UPWK and headquartered at 530 Lytton Avenue, Suite 301, Palo Alto, CA 94301, is the named issuer. The filing identifies Vanguard Capital Management as an investment adviser, categorized as type "IA" under the applicable reporting instructions.

The filing notes that the reported position includes securities held by Vanguard funds or sleeves of those funds over which Vanguard Capital Management LLC exercises dispositive power, as well as securities held by clients over which affiliated entities or their business divisions exercise dispositive and/or voting power. According to the filing, "This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release."

The filing further states under Item 5 that the reported ownership constitutes 5 percent or less of the class. Under Item 6, the filing discloses that Vanguard Capital Management, including registered investment companies and other managed accounts, holds the right to receive or direct the receipt of dividends from, or proceeds from the sale of, the reported securities, and that no single other person's interest in those securities exceeds 5%. The statement was signed by My Trieu-Gatt, identified as Authorized Signatory, Head of Global Fund Administration, on October 30, 2026.

What Was Disclosed

Vanguard Capital Management filed an amended beneficial ownership statement covering 6,164,469 shares of Upwork Inc common stock, equal to 4.93% of the class, as of September 30, 2026. Sole dispositive power covers all reported shares; sole voting power covers 943,322 shares.