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Possible new Upwork shares

UPWKDilution

Known so far: no new shares from the prospectus covers read · no effective shelf · not yet read: converts, ATM.

Shelf room

  • Room today none, no effective shelf
How this is worked out

Shelf room: none. No shelf registration on EDGAR was declared effective in the last 3 years, so a sale needs a new registration or a private placement. Sources: public float, as of Jun 30, 2025.

What could become new Upwork (UPWK) shares: warrants and options and RSUs, each with the 10-Q, 10-K, S-3 or 424B filing it comes from.

Upwork dilution ladder

Every source of new shares on record, from the filings that created it.

125.8M outstanding; up to 134.5M fully diluted, +7%

  1. Outstandingas of Oct 29, 2026 (10-Q filed Nov 2) · share count on the cover page
    125.8M
  2. Warrantsat $0.0110-Q Nov 2, 2026 · equity noteleft out of the share total: no share count stated
    not added
  3. Options and RSUs299K options, 8.5M RSUs10-Q Nov 2, 2026 · securities left out of diluted EPS
    +8.8M

Not stated in the filings we read: an ATM program, convertible notes.

Counts, sizes and prices as stated in each filing; the fully diluted count is arithmetic on them. Dollars become shares only at a price a filing states. Not advice.

Financing terms to know

None found in filings since Nov 2, 2026.

Each term is quoted from the exhibit it comes from; numbers are as stated in the filing. A flag describes a financing term. It is not investment advice.

Shares outstanding

126M

Jan 2025 to Oct 2026: from 135M to 126M.

From the share count on the cover of each 10-Q and 10-K, dated as each cover states.