Form 4 for UPWK UPWORK, INC
Accepted 2026-05-20 16:15:54 ET · period of report 2026-05-18 · accession 0001753662-26-000007 · 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 | 2026-05-20 16:15 | 2026-05-18 | UPWK | Brown Hayden | Pres, CEO, Dir | M - OptEx | — | +46.8K | 847.1K | +6% | — |
| DMT | 2026-05-20 16:15 | 2026-05-18 | UPWK | Brown Hayden | Pres, CEO, Dir | S - Sale+OE | $8.60 | -72.5K | 774.6K | -9% | -$623.8K |
| DMT | 2026-05-20 16:15 | 2026-05-18 | UPWK | Brown Hayden | Pres, CEO, Dir | M - OptEx | $0.00 | -46.8K | 204.6K | -19% | $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 | 2026-05-18 | M | A | 14,850 | — | 815,126 | D | — | — | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. (F2) Reflects 1,544 shares acquired under the Issuer's employee stock purchase plan on May 14, 2026. |
| 2 | Common | Common Stock | 2026-05-18 | M | A | 18,334 | — | 833,460 | D | — | — | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 3 | Common | Common Stock | 2026-05-18 | M | A | 13,638 | — | 847,098 | D | — | — | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 4 | Common | Common Stock | 2026-05-18 | S | D | 22,546 | $8.66 | 824,552 | D | — | — | (F3) Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. (F4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.57 to $8.73 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. |
| 5 | Common | Common Stock | 2026-05-18 | S | D | 50,000 | $8.57 | 774,552 | D | — | — | (F5) This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 19, 2025. (F6) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.10 to $8.79 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. |
| 6 | Derivative | Restricted Stock Units | 2026-05-18 | M | D | 14,850 | $0.00 | 44,550 | D | — · — to — | 14,850 Common Stock | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. (F7) 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. (F7) 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. |
| 7 | Derivative | Restricted Stock Units | 2026-05-18 | M | D | 18,334 | $0.00 | 55,000 | D | — · — to — | 18,334 Common Stock | (F1) Each restricted stock unit ("RSU") 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, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. (F8) 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. |
| 8 | Derivative | Restricted Stock Units | 2026-05-18 | M | D | 13,638 | $0.00 | 204,583 | D | — · — to — | 13,638 Common Stock | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. (F9) 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. (F9) 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. |