Upwork (UPWK) Form 144: insider notifies sale of 23,468 restricted shares

Rhea-AI Filing Summary

Upwork Inc. reported a Form 144 notice indicating proposed sales of restricted common stock by an insider. The filing lists 23,468 shares identified as restricted stock with a sale/notice date of 06/18/2026. The filing also records two prior sales on 05/18/2026 of 22,546 and 50,000 shares, with dollar amounts shown.

Insights

Securities Compliance Analyst

Form 144 notices sales of restricted stock by an insider were reported.

The filing lists 23,468 restricted shares with a notice date of 06/18/2026. Two prior dispositions on 05/18/2026 show 22,546 and 50,000 shares with associated dollar amounts. This is a routine disclosure under resale rules.

Cash‑flow treatment and buyer details are not included in the excerpt; subsequent filings or transaction confirmations would show execution details if available.

Key Figures

Noticed restricted shares: 23,468 shares Disposition on 05/18/2026: 22,546 shares Disposition on 05/18/2026: 50,000 shares +2 more

5 metrics

Noticed restricted shares 23,468 shares notice date <date>06/18/2026</date>

Disposition on 05/18/2026 22,546 shares sale date <date>05/18/2026</date>

Disposition on 05/18/2026 50,000 shares sale date <date>05/18/2026</date>

Proceeds recorded (example) $195,325.02 associated with 22,546 shares on <date>05/18/2026</date>

Proceeds recorded (example) $428,475.00 associated with 50,000 shares on <date>05/18/2026</date>

Key Terms

Form 144, Restricted Stock, Issuer

3 terms

Form 144 regulatory

"144: Securities To Be Sold — Form 144 notice of proposed sale"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Restricted Stock financial

"Securities To Be Sold | Restricted Stock | Issuer"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Issuer regulatory

"Securities To Be Sold — Issuer listed for the restricted shares"

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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	23468	191280.63	123518137	06/18/2026	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	06/18/2026	Restricted Stock	Issuer			23468	06/18/2026	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	05/18/2026	22546	195325.02
HAYDEN BROWN 530 Lytton Avenue, Suite 301 Palo Alto CA 94301	Common	05/18/2026	50000	428475.00

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 Upwork's Form 144 filing on 06/18/2026 mean?

It notifies the SEC of a proposed sale of restricted common stock by an insider. The filing lists 23,468 restricted shares with a notice date of 06/18/2026, which is a required disclosure under resale rules.

How many shares did the insider report selling in May 2026 for UPWK?

The excerpt shows two dispositions on 05/18/2026: 22,546 shares and 50,000 shares, with dollar amounts of $195,325.02 and $428,475.00 respectively, as recorded in the filing excerpt.

Are the 23,468 shares in the Form 144 already sold or only proposed?

The filing lists 23,468 restricted shares with a notice date of 06/18/2026, which is a notice of proposed resale. The excerpt does not confirm whether the shares were actually sold.

Does the Form 144 excerpt state who receives proceeds from the sale?

The excerpt identifies the securities as Restricted Stock and lists the issuer, but it does not specify who receives the proceeds or detailed cash‑flow treatment in the provided text.