Upwork Inc. Investigation - UPWK

Company: Upwork Inc.

Ticker: (NASDAQ) UPWK

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Certification of Plaintiff Pursuant to Federal Securities Laws

I, duly certify and say, as to the claims asserted under the federal securities laws, that:

1. I have reviewed a complaint filed in the action.

2. I did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this action.

3. I am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4. My transaction(s) in Upwork Inc. which are the subject of this litigation during the class period set forth in the complaint are set forth in the chart attached hereto.

5. Within the last 3 years,

I have not sought to serve nor have I served as a class representative in any federal securities fraud case.
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6. I will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

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Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

By your signature above, you confirm that have retained Levi & Korsinsky, LLP to represent you and the shareholder class as a lead plaintiff in the pending class action against Upwork Inc. This representation will be on a contingency basis, meaning that Levi & Korsinsky will advance all expenses in the litigation and will only seek compensation and/or reimbursement of expenses if the firm obtains a recovery. Regardless of the result, we will never ask you to directly pay for any attorneys’ fees, expenses, or costs. Should we obtain a favorable result, we may ask the court to award us compensation and reimbursement of expenses to be paid by the defendants or as a portion of any class recovery. In exchange for our representation, you agree to cooperate as our client by providing, for example, relevant documents and deposition testimony, if necessary. During the course of this litigation, we may employ and/or work with other law firms, experts, and third-parties to successfully prosecute this action. If you are not appointed as the lead plaintiff or Levi & Korsinsky is not appointed as lead counsel, we will notify you of such decision at which time this representation will end unless otherwise extended by you and the firm. We look forward to working with you towards a successful resolution of this action.

I have reviewed the complaint linked in paragraph 1

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Investigation Details

During the Q4 2025 earnings call on February 9, 2026, CEO Hayden Brown stated that revenue growth was “2.4%” and adjusted EBITDA margin was “29%” for the full year, and guided for “6%-8% revenue growth” in 2026. Within weeks, the Company cut its Q2 2026 guidance and revised revenue expectations downward.

On the same call, management stated the Company “embedded more AI functionality in the Marketplace” and estimated these “improvements contributed $100 million in incremental GSV in 2025” and “GSV from AI-related work surpassed $300 million on an annualized basis in Q4, up more than 50% from the prior year.” When Q1 2026 results revealed the gap between prior statements and actual performance, UPWK shares fell 19%.