[144] Upwork Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Upwork Inc. (UPWK) reporting planned sale of common stock by an insider through Morgan Stanley Smith Barney. The notice lists 25,577 shares offered for sale with an aggregate market value of $353,860.35 and an approximate sale date of 08/18/2025 on NASDAQ. The filing shows the shares were acquired on 08/18/2025 as performance shares (12,407) and restricted stock (13,170), with acquisition payment noted as not applicable. Recent selling activity by the same person, HAYDEN BROWN, is disclosed: sales on 06/18/2025 (23,716 shares, $320,291.69), 05/19/2025 (12,824 shares, $214,349.31) and 05/19/2025 (13,614 shares, $227,553.93). The filer certifies no undisclosed material adverse information and includes the standard attestation language for Rule 144 notices.

Insights

Corporate Governance Expert

TL;DR: Routine insider sale notice disclosing recent disposals and newly acquired restricted/performance shares, consistent with compensation vesting.

The Form 144 provides standard disclosure of proposed open-market sales under Rule 144. It specifies the exact share counts, acquisition dates and types (performance shares and restricted stock) and names the broker. The filing includes prior sales in the last three months with gross proceeds. No statement of relationship to the issuer is provided in the excerpt. This is a compliance-oriented disclosure rather than an operational development.

Securities Analyst

TL;DR: Disclosure quantifies insider selling activity but does not, by itself, indicate material impact on company fundamentals.

The notice shows a planned sale of 25,577 common shares valued at $353,860.35 and prior dispositions totaling 49,154 shares with combined gross proceeds of $762,194.93. The securities were acquired and are being sold within the same filing timeframe, noted as performance and restricted stock. The filing supplies transaction-level detail required for market transparency; it contains no financial results or new corporate guidance.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25577	353860.35	132606579	08/18/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/18/2025	Performance shares	Issuer			12407	08/18/2025	Not Applicable
Common	08/18/2025	Restricted stock	Issuer			13170	08/18/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
HAYDEN BROWN 530 Lytton Avenue, Suite 301 Palo Alto CA 94301	Common	06/18/2025	23716	320291.69
HAYDEN BROWN 530 Lytton Avenue, Suite 301 Palo Alto CA 94301	Common	05/19/2025	12824	214349.31
HAYDEN BROWN 530 Lytton Avenue, Suite 301 Palo Alto CA 94301	Common	05/19/2025	13614	227553.93

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Upwork (UPWK) Form 144 disclose?

The filing discloses a proposed sale of 25,577 common shares valued at $353,860.35, with an approximate sale date of 08/18/2025, via Morgan Stanley Smith Barney.

Who is the seller named in the filing?

Recent sales listed in the filing were made by HAYDEN BROWN, with an address shown as Palo Alto, CA; the Form 144 itself names the person for whose account the securities are to be sold.

What types of shares were acquired and when?

The shares to be sold were acquired on 08/18/2025 as performance shares (12,407) and restricted stock (13,170).

What recent sales by this person are disclosed?

The filing lists sales on 06/18/2025 of 23,716 shares for $320,291.69, and on 05/19/2025 of 12,824 shares for $214,349.31 and 13,614 shares for $227,553.93.

On which exchange will the planned sale occur?

The filing indicates the sale is expected to occur on NASDAQ.