UPWK Form 144: 7,151 Performance Shares, 15,395 Restricted

Upwork Inc. (UPWK) notice of proposed sale by an affiliate under Form 144.

Rhea-AI Filing Summary

Upwork Inc. (UPWK) notice of proposed sale by an affiliate under Form 144. The filing lists 7,151 performance shares and 15,395 restricted stock as securities to be sold, each dated 05/18/2026. It also reports that Hayden Brown sold 23,745 common shares on 03/18/2026 for $292,343.69.

Insights

Securities Compliance Analyst

Form 144 notice lists proposed resale of performance shares and restricted stock.

The filing identifies 7,151 performance shares and 15,395 restricted stock slated for sale on 05/18/2026

Prior activity shows an affiliate sale of 23,745 shares on 03/18/2026 for $292,343.69. These are routine resale notices under Rule 144; timing and sale mechanics are not detailed in the excerpt.

Key Figures

Performance shares to be sold: 7,151 shares Restricted stock to be sold: 15,395 shares Shares sold in past 3 months: 23,745 shares +1 more

4 metrics

Performance shares to be sold 7,151 shares <date>05/18/2026</date>

Restricted stock to be sold 15,395 shares <date>05/18/2026</date>

Shares sold in past 3 months 23,745 shares <date>03/18/2026</date>

Proceeds from prior sale $292,343.69 <date>03/18/2026</date>

Key Terms

Form 144, Performance Shares, Restricted Stock, Issuer

4 terms

Form 144 regulatory

"Common | Morgan Stanley Smith Barney LLC Executive Financial Services"

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.

Performance Shares financial

"Common | 05/18/2026 | Performance Shares | Issuer | 7151"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Restricted Stock financial

"Common | 05/18/2026 | Restricted Stock | Issuer | 15395"

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

"Performance Shares | Issuer | 7151 | 05/18/2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the UPWK Form 144 filing report?

The filing reports proposed resale of 7,151 performance shares and 15,395 restricted stock, each dated 05/18/2026. It also notes an earlier sale of 23,745 common shares on 03/18/2026 for $292,343.69.

Who is the selling party named in the UPWK excerpt?

The excerpt identifies Hayden Brown in the securities-sold section and lists an address for Morgan Stanley Smith Barney LLC as the broker. The filing shows prior sale activity by Hayden Brown on 03/18/2026.

How many shares were sold by Hayden Brown in the last three months?

The filing shows 23,745 common shares sold on 03/18/2026, with proceeds reported as $292,343.69. The excerpt provides the transaction count and gross proceeds for that sale.

Does the Form 144 excerpt state how the upcoming shares will be sold?

The excerpt lists the classes and counts (7,151 performance shares; 15,395 restricted stock) and the date 05/18/2026. It does not specify sale methods, timing beyond the date, or net proceeds in the provided excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 06:12 PM EDT Learn about SEC filing dates

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	0001753662
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	UPWORK INC.
SEC File Number	001-38678
Address of Issuer	530 Lytton Avenue, Suite 301 Palo Alto CALIFORNIA 94301
Phone	(650) 316-7500
Name of Person for Whose Account the Securities are To Be Sold	HAYDEN BROWN
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	Officer
Relationship to Issuer	Director

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	22546	195325.02	123518137	05/18/2026	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	05/18/2026	Performance Shares	Issuer			7151	05/18/2026	Not Applicable
Common	05/18/2026	Restricted Stock	Issuer			15395	05/18/2026	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	03/18/2026	23745	292343.69

144: Remarks and Signature

Remarks
Date of Notice	05/18/2026
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	/s/ Hayden L. Brown
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)