#1Upwork Q1 Investor Presentation April 2022 Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 upwork#2Safe Harbor Ⓒ2022 Upwork Inc. This presentation and the accompanying oral commentary contain "forward-looking" statements based on the beliefs and assumptions of Upwork Inc. (the "Company") and on information currently available to the Company. Forward-looking statements include all statements other than statements of historical fact contained in this presentation, including information or predictions concerning the future of the Company's business, anticipated events and trends, potential growth opportunities, competitive position, technological and market trends, industry environment, potential market opportunities, the economy and other future conditions. Any forward-looking statements made herein or made elsewhere by the Company are made solely based on information available to the Company as of the date hereof and based only on the Company's current beliefs, expectations and assumptions. As such, they are subject to inherent uncertainties, known and unknown risks and changes in circumstances that are difficult to predict and in many cases outside the Company's control, and you should not rely on such forward-looking statements. The Company makes no representation that the projected results will be achieved, and actual results may differ materially from the Company's expectations. Furthermore, the Company does not undertake any obligation to update or revise any forward-looking statements, to conform these statements to actual results or to make changes in the Company's expectations, except as required by law. In addition, any statements regarding the current and future impacts of the (i) COVID-19 pandemic on our business and current and future impacts of actions we have taken in response to the COVID-19 pandemic and (ii) the ongoing Russian invasion of Ukraine and the effect that it may have on our business, operating results, financial condition, and access to capital are forward-looking statements and related to matters that are beyond our control and changing rapidly. Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from the Company's expectations is included under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 1, 2021 filed with the SEC on February 15, 2022, Quarterly Report on Form 10-Q for the three months ended March 31, 2022 when filed, and the Company's other SEC filings. This presentation also contains estimates, forecasts and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company's industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of the Company's future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. Moreover, neither the Company nor any other person makes any representation or warranty as to the accuracy or completeness of the information herein. This presentation is made solely for informational purposes. All third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. In addition to the GAAP financials, this presentation includes certain non-GAAP financial measures. The non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Other companies, including companies in the Company's industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of non-GAAP financial measures as tools for comparison. The Company urges you to review the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures set forth in the Appendix, and not rely on any single financial measure to evaluate the Company's business. Q1'22 Investor Presentation April 2022 2#3Non-GAAP Financial Measures Ⓒ2022 Upwork Inc. To supplement our condensed consolidated financial statements, which are prepared in accordance with GAAP, we present non-GAAP cost of revenue (and as a percentage of revenue), non-GAAP operating expenses (each line item, and each non-GAAP operating expense item as a percentage of revenue), non-GAAP gross margin (and as a percentage of revenue), non-GAAP income (loss) from operations and as a percentage of revenue, non-GAAP net income (loss), and adjusted EBITDA (and as a percentage of revenue) in this presentation. We use these non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including in the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of core operating results, and also facilitate omparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company's operating performance. We exclude the following items from one or more of our non-GAAP financial measures: stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions), depreciation and amortization (non-cash expense), interest expense, other (income) expense, net, income tax (benefit) provision, and, if applicable, certain other non-cash transactions. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, (1) stock-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; (d) expense from our common stock warrant issued to the Tides Foundation, which is recurring and will be reflected in our financial results for the foreseeable future; or (e) certain incremental expenses associated with our humanitarian response efforts in response to Russia's invasion of Ukraine, as these expenses are not representative of our ongoing operations. The non-GAAP measures we use may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from these non-GAAP financial measures. A reconciliation of these non-GAAP measures has been provided in the financial statement tables included in this presentation and investors are encouraged to review the reconciliation. Q1'22 Investor Presentation April 2022#4Our Mission Create economic opportunities so people have better lives. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022#5Our Vision Independent talent at the heart of every business. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022#6Uniquely Positioned to Succeed U Massive TAM with secular tailwinds Ⓒ2022 Upwork Inc. Largest work marketplace at scale¹ Q1'22 Investor Presentation ¹ As measured by gross services volume (GSV). See appendix for the definition of gross services volume. W April 2022 Deep and expanding competitive moats Multiple growth opportunities Proven and experienced management team 6#7Creating a Massive and Growing Opportunity ~225 Million Ⓒ2022 Upwork Inc. Estimated number of global remote knowledge workers ¹ X Q1'22 Investor Presentation 12021 estimate from Gartner - Forecast Analysis: Remote Workers Forecast, Worldwide August 2020. 2 TTM as of Dec. 31, 2020. ~$5,850 April 2022 Average talent GSV² || $1.3T Upwork Opportunity 7#8Upwork is the Most Comprehensive Work Marketplace Multiple ways to Upwork = the "always on" solution for companies hiring and managing independent talent programs at scale © 2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Talent Marketplace ™ Enterprise Suite Bring Your Own Talent Payroll Direct Contracts TM Project Catalog T Talent Scout ™ ...What's Next? upwork 8#9Featuring the Most Robust Community of Clients and Talent 10,000+ skills 73% of talent have college degrees ¹ 50+ categories with $10M+ in GSV ² ~40% of clients hired in multiple categories ² 2 ¹ February 2021 Upwork internally conducted survey. 2 Based on the trailing 12-month period ending March 31, 2022. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 VILL#10Generating Abundant Growth Opportunities Expected horizon for significant value creation Near Term Brand Awareness Acquisition / Retention Enterprise Share of Wallet Product Line Diversification Opportunistic M&A Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Mid Term Internationalization and Localization Talent Services Product Integrations Long Term Take Rate Expansion 10#11The Race to Win the $1.3T Work Marketplace Opportunity Platform-first service model © 2022 Upwork Inc. fiverr. >Toptal. CATALANT Vettery indeed prime Q1'22 Investor Presentation April 2022 Vetting & talent management Match & reputation Hybrid service model upwork Work Marketplace Platform & payments Payroll Shortlisting & success management B2B marketing Sales Talent pool Traditional staffing service model "Platform when you want it - people when you don't." rh Robert Half Adeccu randstad Regional Staffing Cos Local Staffing Cos 11#12Three Talent Plans Basic • Access to quality projects Quickly apply and get hired . Get paid securely and on time Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Plus Includes all Basic features + • Customized profile URL • Insight into competitor bid ranges • Monthly Connects package* *not included in Agency Plus Agency Plus Includes all Plus features + ● • Unlimited team members • Shared Connects functionality 12#13Client Pricing Structure Change • Simplifying our client pricing and packaging structure for non-Enterprise clients • New Client Marketplace Plan will combine former Client Basic and Plus plans into one service plan • Monthly subscription fees will be removed • Clients will be charged a marketplace fee of 5% on each transaction (3% on each transaction if ACH is used) • Most of the features of the Plus plan will now be available to all clients Fee structure Featured jobs # invitations to freelancers Member badge Advanced freelancer search Access to premium talent Reporting Coworker teams and advanced member permissions settings Activity codes Account management Talent sourcing Payments & billing Note: Effective April 28, 2022, following our previously announced pricing structure change. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Previous Basic Plan • No monthly subscription • 3% client fee $29.99/job post 15 per job post No No No Some No No No 1 payment method. Can be ACH - no discount. Previous Plus Plan • $49.99 monthly subscription • 0% payment processing fee if using ACH, else 3% 1 free job post/month 30 per job post Yes Yes Yes All Yes Yes Yes More than 1 payment method. Can be ACH - with discount. New Client Marketplace Plan • No monthly subscription • 5% marketplace fee, or 3% if using ACH $29.99/job post 30 per job post Goes away Yes Yes All Yes Yes No More than 1 payment method. Can be ACH - with discount. 13#14New: Three Client Plans Client Marketplace Enterprise: Standard ● ● ● • Diverse global talent pool Safe and easy payments ● Payment protection plan Customer support Access to premium talent Featured jobs upgrade Advanced reporting Includes all Client Marketplace features + • Custom reporting • API access • Expert-vetted talent pools and talent clouds • SSO / permissions • Purchase order management • Consolidated invoicing and billing Team management Activity codes Note: Effective April 28, 2022, following our previously announced pricing structure change. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Enterprise: Compliance Includes all Enterprise: Standard features + Compliance services ● ● • Worker classification ● ● Misclassification indemnification Work protection program 14#15Creating a Virtuous Cycle Value for Talent Find work quickly Access to quality, flexible projects from our global network Get paid on time Receive security and peace of mind with Upwork Payment Protection Build reputation Establish long-term credibility and relationships with roster of clients Growth opportunities Insights on in-demand skills and emerging areas Flexibility Expanding number of ways to Upwork Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Value for Clients Quality talent Global access to a verified Virtual Talent Bench™ across categories and price points Fast access to talent Receive proposals within minutes; 3 days average time to contract Cost-effective projects Take hiring budgets further with average 30% savings vs. hiring locally Work efficiently, effectively End-to-end suite of workflow tools Flexibility Expanding number of ways to Upwork Value for Upwork This engine results in: Highly sticky double opt-in platform with long-term relationships and recurring use, leading to increasing scale and recurring revenue More freelancers Increased GSV upwork More / bigger projects More skills / categories More clients Cross- selling 15#16Infinite Personas and Categories Growth through depth 8 Ⓒ2022 Upwork Inc. Tech & Product Lead Example: VP, Engineering • Build and maintain my website • Build and maintain my mobile app • Do QA testing on my product • Augment or replace my internal UI/UX team • Maintain a safe and secure dev environment for me Q1'22 Investor Presentation April 2022 Marketing & Creative Lead Example: VP, Marketing • Augment my design staff • Translate my marketing assets • Build my new landing page • Develop my campaign strategy • Develop my social media strategy • Execute my social media strategy Growth through breadth Operations Lead Example: COO • Recruit and manage my customer support operations • Recruit and manage a skilled tech support team • Let me outsource my accounting to a trusted accountant • Provide me project-based accounting support 16#17Key Marketing and Acquisition Growth Levers 1 Launched our work marketplace marketing efforts to build awareness and drive demand © 2022 Upwork Inc. Q1'22 Investor Presentation 2 Expanding paid acquisition reach by: Expanding SEM keywords and mobile SEM conversion optimizations Growing international presence ~30% YoY via keyword expansion globally Shifting to new brand messaging across channels to improve CTRS April 2022 3 Improving conversion rates by: ● Matching intent to best product lines Improving CLTV model to optimize client keyword bidding 4 Automating and scaling SEM and social through proprietary bidding tool: Increasing registration-to-Start conversions through better client onboarding • Aggressively supporting Enterprise Sales land and expand efforts • Optimizing reactivation and retention efforts by moving to more holistic marketing automation 5 Increasing investment in brand marketing: • Increase awareness of Upwork and take advantage of this unique moment in time when companies and talent are reimagining how they want to work ● Expect to invest approximately $80 million in brand marketing in 2022 17#18The Enterprise Opportunity Note: Current Enterprise Clients is as of March 31, 2022. See appendix for the definition of Enterprise Clients. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 + Many more globally 51K 8K 1,600 300+ 250+ employee US-based companies assigned to sales teams (both inbound and outbound) Target ideal customer profile (ICP) accounts Target ICP customers with spend currently in the Marketplace Current Enterprise Clients 1,000 accounts could deliver $1-2B in GSV 18#19Commitment to Strong ESG Practices Focus Area Environment Social Governance Initiatives Ⓒ2022 Upwork Inc. Reducing emissions by limiting our physical corporate office footprint through our remote-first working model • Reducing unnecessary commuting and travel Purchasing carbon offsets that promote environmental sustainability ● ● ● ● ● Evolving Board and governance practices to reflect our maturation as a public company Focusing on and responding to stockholder feedback • Acting to protect and grow long-term stockholder value Building a more robust diversity, inclusion and belonging (DIBS) infrastructure Leveraging data to inform strategic talent process decisions Preparing quantitative disclosures to demonstrate our progress on DIBS-related initiatives ● ¹ As defined under California law AB 979, underrepresented communities includes certain racial, ethnic, and LGBT+ identities. Q1'22 Investor Presentation April 2022 Achievements to Date Committed to carbon neutrality Achieved carbon neutrality since 2019 through emissions reductions and offsets ✓ Enabled team members to avoid over 1 million commuting miles in 2019 ✓ Adopted a robust Global Environmental Policy and reported to CDP in 2021 ✓ 50% of Board is female ✓ 3 of our 8 directors are from underrepresented communities ✓ Maintain a robust Global Human Rights Policy and Supplier Code of Conduct 1 Implemented majority-vote standard for director elections and adopted proxy access ✓ The Board's Nominating and Governance Committee oversees all ESG functions 19#20Our Winning Strategy Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 1 Innovating the work marketplace 2 Becoming a world-renowned brand 3 Augment SMB by winning the enterprise 4 5 Building an extraordinary hybrid team of employees and independent talent Investing aggressively for long-term value creation 20#21Financial Highlights Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 upwork#22Upwork at a Glance As of March 31, 2022 793K Active Clients Gross Services Volume (GSV) ($M) $2,524 2020 41% 1 Ⓒ2022 Upwork Inc. $3,547 $4,742 GSV per Active Client 2021 $787 Q1'21 27%1 Q1'22 Investor Presentation $1,001 Q1'22 Revenue ($M) April 2022 $374 2020 35%↑ $503 2021 $114 Note: Adjusted EBITDA is a non-GAAP measure. See appendix for the definition of GSV, Active Clients, and GSV per Active Client. 24%↑ Q1'21 $141 Q1'22 Adjusted EBITDA ($M) $14.0 2020 $19.1 2021 $6.9 Q1'21 $(0.4) Q1'22 22#23Strong Active Client Growth TTM Active Clients ¹ 700k 600k 500k 400k 300k 200k 100k Ok 512k Ⓒ2022 Upwork Inc. 10% Q1-2019 524k 10% Q2-2019 1 See appendix for the definition of Active Clients. Q1'22 Investor Presentation 535k 10% 540k April 2022 9% 549k 7% 570k 9% 602k 12% 633k 17% 685k 25% 725k 27% 752k 25% YoY Growth 771k 22% 793k Q3-2019 Q4-2019 Q1-2020 Q2-2020 Q3-2020 Q4-2020 Q1-2021 Q2-2021 Q3-2021 Q4-2021 Q1-2022 16% TTM Active Clients 30% 25% 20% 15% 10% 5% 0% YOY Growth 23#24GSV Per Active Client is Increasing GSV per Active Client ¹ 4,500 $4,250 $4,000 $3,750 $3,500 $3,250 $3,000 14% Ⓒ2022 Upwork Inc. $3,592 Q1-2019 12% $3,757 $3,677 10% 1 See appendix for the definition of GSV per Active Client. Q1'22 Investor Presentation $3,864 April 2022 9% $3,932 $3,897 $3,896 9% 6% 4% $3,989 3% $4,016 2% $4,198 8% TTM Avg GSV per Active Client(¹) $4,375 12% $4,599 15% Q2-2019 Q3-2019 Q4-2019 Q1-2020 Q2-2020 Q3-2020 Q4-2020 Q1-2021 Q2-2021 Q3-2021 Q4-2021 Q1-2022 $4,742 18% YOY Growth 20% 15% 10% 5% 0% YOY Growth#25Enterprise at a Glance As of March 31, 2022 Enterprise Revenue ($M) $10 $8 $6 $4 $2 $0 $4.1 24% $4.5 19% Ⓒ2022 Upwork Inc. $5.2 39% $6.4 47% Q1'22 Investor Presentation $7.0 69% Enterprise Revenue $8.5 April 2022 88% $8.9 Note: See appendix for the definition of Enterprise Revenue and Enterprise Clients. 71% . YOY Growth $10.5 65% Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 $10.8 55% New Enterprise Clients 40 30 20 10 0 8 75% -27% 14 75% 14 18 64% Q1'20 Q2'20 Q3'20 Q4'20 200% 24 New Enterprise Clients 29 107% 34 143% Q1'21 Q2'21 Q3'21 32 78% Q4'21 YOY Growth 32 33% Q1'22 25#26Our Compelling Margin Structure High and expanding gross margins Industry-leading investment levels in R&D to extend competitive moats Opportunities for leverage in R&D and G&A Will invest aggressively in sales and marketing to drive growth and maximize economic value added Note: Numbers are non-GAAP. Non-GAAP here excludes SBC, amortization, non-cash charitable donations, and certain incremental expenses associated with our humanitarian response efforts in response to Russia's invasion of Ukraine. All numbers reflect depreciation expense, except for adjusted EBITDA. Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 % of Revenue FY2018 Total Gross Margin R& S&M G&A Transaction Losses Adjusted EBITDA 68% 21% 28% 16% 2% 1% FY2019 71% 19% 31% 18% 1% 2% FY2020 72% 20% 34% 15% 1% 4% FY2021 73% 20% 35% 14% 1% 4% Q1'22 73% 21% 39% 13% 2% 0% LT Target 80-85% 15-20% 20-25% 8-10% 1-2% 30-35% 26#27Guidance Revenue Adjusted EBITDA Basic weighted-average shares outstanding Non-GAAP basic and diluted loss per share Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Q2 2022 $147 million - $151 million $(6) million - $(10) million 129 million - 131 million $(0.11) - $(0.13) FY 2022 $590 million - $610 million 27#28GAAP to Non-GAAP Reconciliation GAAP net loss Stock-based compensation expense Depreciation and amortization Interest expense Other (income) expense, net Income tax provision Tides Foundation common stock warrant expense Humanitarian response efforts Non-GAAP adjusted EBITDA Cost of revenue, GAAP Stock-based compensation expense Humanitarian response efforts Cost of revenue, non-GAAP Note: Figures have been rounded. $ and share counts in millions Percentages and per share data as stated Q1 2022 (24.7) 16.7 2.0 1.1 (0.1) 0.1 0.2 4.3 (0.4) 37.9 (0.2) (0.1) 37.6 Q1 2021 (7.8) 11.2 3.2 0.2 (0.1) 0.1 0.2 6.9 30.4 (0.2) 30.2 28#29GAAP to Non-GAAP Reconciliation (Cont.) Gross profit, GAAP Stock-based compensation expense Humanitarian response efforts Gross profit, non-GAAP Gross margin, GAAP (%) Gross margin, non-GAAP (%) Research and development, GAAP Stock-based compensation expense Humanitarian response efforts Research and development, non-GAAP Sales and marketing, GAAP Stock-based compensation expense Humanitarian response efforts Sales and marketing, non-GAAP Note: Figures have been rounded. $ and share counts in millions Percentages and per share data as stated Q1 2022 103.4 0.2 0.1 103.7 73% 73% 38.2 (5.6) (2.7) 29.9 57.6 (2.3) (0.3) 55.1 Q1 2021 83.2 0.2 83.4 73% 73% 26.6 (3.3) 23.3 39.6 (1.3) 38.3 29#30GAAP to Non-GAAP Reconciliation (Cont.) General and administrative, GAAP Stock-based compensation expense Amortization of intangible assets Tides Foundation common stock warrant expense Humanitarian response efforts General and administrative, non-GAAP Total operating expenses, GAAP Stock-based compensation expense Amortization of intangible assets Tides Foundation common stock warrant expense Humanitarian response efforts Total operating expenses, non-GAAP Note: Figures have been rounded. $ and share counts in millions Percentages and per share data as stated Q1 2022 29.1 (8.6) (0.2) (1.3) 19.1 127.1 (16.5) (0.2) (4.2) 106.2 Q1 2021 23.5 (6.5) (0.7) (0.2) 16.2 90.9 (11.0) (0.7) (0.2) 79.0 30#31GAAP to Non-GAAP Reconciliation (Cont.) Income (loss) from operations, GAAP Stock-based compensation expense Amortization of intangible assets Tides Foundation common stock warrant expense Humanitarian response efforts Income (loss) from operations, non-GAAP Net income (loss), GAAP Stock-based compensation expense Amortization of intangible assets Tides Foundation common stock warrant expense Humanitarian response efforts Net income (loss), non-GAAP Note: Figures have been rounded. $ and share counts in millions Percentages and per share data as stated Q1 2022 (23.7) 16.7 0.2 4.3 (2.4) (24.7) 16.7 0.2 4.3 (3.5) Q1 2021 (7.7) 11.2 0.7 0.2 4.4 (7.8) 11.2 0.7 0.2 4.2 31#32GAAP to Non-GAAP Reconciliation (Cont.) Basic Weighted-average shares outstanding used in computing earnings (loss) per share, GAAP Basic loss per share, GAAP Basic Diluted Basic earnings (loss) per share, non-GAAP $ and share counts in millions Percentages and per share data as stated Weighted-average shares outstanding used in computing earnings (loss) per share, non-GAAP Diluted earnings (loss) per share, non-GAAP Q1 2022 Note: Figures have been rounded. 129.4 $(0.19) 129.4 129.4 $(0.03) $(0.03) Q1 2021 125.3 $(0.06) 125.3 134.0 $0.03 $0.03 32#33Upwork Team Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 upwork#34Proven management team with decades of experience at Upwork and other marketplace and technology companies Ⓒ2022 Upwork Inc. Hayden Brown President & CEO 10 years Zoë Harte Chief People Officer 9 years Brian Levey Chief Business Affairs & Legal Officer 8 years Melissa Waters Chief Marketing Officer <1 year Q1'22 Investor Presentation LIVE PERSON rovi ebay Instagram April 2022 Microsoft yahoo! Mere 'Goles r hims & hers McKinsey&Company LATHAM & WATKINS LLP lyA pandora Jeff McCombs CFO 1 year Sam Bright Chief Product & Experience Officer 1 year Saty Bahadur Chief Technology Officer <1 year Eric Gilpin Chief Sales Officer 6 years dr. on demand ebay amazon - OpenTable MAS MERRILL A BANK OF AMERICA COMPANY CAREERBUILDER Microsoft facebook yahoo! FORRESTER 34#35Appendix Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 upwork#36Our Business Model Marketplace Client Marketplace Plan Upwork Enterprise & Other Premium Offerings Managed Services ● ● Upwork is responsible for the deliverable Engage talent on behalf of the client Directly invoice the client Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation Talent April 2022 Clients Talent Note: Effective April 28, 2022, following our previously announced pricing structure change. Clients Clients $ $ $ Tiered service fees (5% / 10% / 20%) and other Client marketplace fee of 5%, or 3% if using ACH Flat service fee (10%) Service fees, annual subscription, and other Markup on pay rate to talent Gross Accounting Treatment GSV Revenue 36#37Key Metric Definitions Ⓒ2022 Upwork Inc. Q1'22 Investor Presentation April 2022 Active Clients We define an Active Client as a client that has had spend activity on our work marketplace during the 12 months preceding the date of measurement. Enterprise Client We define an Enterprise Client as a client that has entered into a contract for its use of our Upwork Enterprise offering. Enterprise Revenue We define Enterprise Revenue as revenue from our Upwork Enterprise offering, including all client fees, subscriptions, and talent service fees. Gross Services Volume (GSV) Gross services volume, or GSV, includes both client spend and additional fees charged for other services. GSV per Active Client GSV per Active Client is calculated by dividing total GSV during the four quarters ended on the date of measurement by the number of active clients on the date of measurement.