Form 4 for UPWK UPWORK, INC
Accepted 2026-02-19 00:00:00 ET · period of report 2026-02-17 · accession 0001753662-26-000003 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMT | 2026-02-19 | 2026-02-18 | UPWK | Brown Hayden | Pres, CEO, Dir | S - Sale+OE | $13.80 | -123.2K | 826.1K | -13% | -$1.70M |
| DMT | 2026-02-19 | 2026-02-17+ | UPWK | Brown Hayden | Pres, CEO, Dir | M - OptEx | — | +178.1K | 858.4K | +26% | — |
| DT | 2026-02-19 | 2026-02-18 | UPWK | Brown Hayden | Pres, CEO, Dir | A - Grant | $0.00 | +218.2K | 218.2K | New | $0 |
| DMT | 2026-02-19 | 2026-02-17+ | UPWK | Brown Hayden | Pres, CEO, Dir | M - OptEx | $0.00 | -178.1K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-02-18 | S | D | 50,000 | $13.79 | 776,067 | D | — | — | (F5) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.14 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2 | Common | Common Stock | 2026-02-18 | S | D | 73,152 | $13.80 | 826,067 | D | — | — | (F3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.085 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3 | Common | Common Stock | 2026-02-18 | M | A | 18,333 | — | 899,219 | D | — | — | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 4 | Common | Common Stock | 2026-02-18 | M | A | 14,850 | — | 880,886 | D | — | — | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 5 | Common | Common Stock | 2026-02-18 | M | A | 7,611 | — | 866,036 | D | — | — | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 6 | Common | Common Stock | 2026-02-17 | M | A | 127,678 | — | 848,836 | D | — | — | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 7 | Common | Common Stock | 2026-02-18 | M | A | 9,589 | — | 858,425 | D | — | — | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 8 | Derivative | Restricted Stock Units | 2026-02-18 | A | A | 218,221 | $0.00 | 218,221 | D | — · — to — | 218,221 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F11) The RSUs vest in equal quarterly installments over four years beginning on May 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. |
| 9 | Derivative | Restricted Stock Units | 2026-02-18 | M | D | 18,333 | $0.00 | 73,334 | D | — · — to — | 18,333 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F10) The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. |
| 10 | Derivative | Restricted Stock Units | 2026-02-18 | M | D | 14,850 | $0.00 | 59,400 | D | — · — to — | 14,850 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F9) The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date. |
| 11 | Derivative | Restricted Stock Units | 2026-02-18 | M | D | 7,611 | $0.00 | 0 | D | — · — to — | 7,611 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F8) The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. |
| 12 | Derivative | Performance Stock Units | 2026-02-17 | M | D | 127,678 | $0.00 | 0 | D | — · — to — | 127,678 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F6) Represents earned PSUs that vested based on the achievement of performance criteria for a performance period that ended on December 31, 2025, as certified by the compensation committee of the board of directors of the Issuer on February 17, 2026. The earned PSUs vested 100% upon certification. |
| 13 | Derivative | Restricted Stock Units | 2026-02-18 | M | D | 9,589 | $0.00 | 0 | D | — · — to — | 9,589 Common Stock | (F1) Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. (F7) The RSUs vest 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date. |