SEC Form 4 · accession 0001753662-26-000016
UPWORK, INC · UPWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hayden Brown
Officer — President & CEO · Director
Period of report
Sep 18, 2026
Accepted (ET)
Sep 22, 2026 · 4:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001627475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 18, 2026 | M | 17,733 | — | A | 788,809 | D | |
| Common StockF1 | Sep 18, 2026 | M | 28,677 | — | A | 817,486 | D | |
| Common StockF3 | Sep 18, 2026 | S | 23,893 | $8.4509 | D | 793,593 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Sep 18, 2026 | M | 17,733 | D | — | — | Common Stock | 17,733 | 106,400 | D |
| Restricted Stock UnitsF1,F5 | — | Sep 18, 2026 | M | 28,677 | D | — | — | Common Stock | 28,677 | 286,775 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2Represents 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.315 to $8.52 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.
- F4The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- F5The RSUs vest in equal quarterly installments over four years beginning on June 18, 2025, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.