UPWK Rule 144 notice: 50,000 shares listed

Upwork Inc. filed a Rule 144 notice indicating an intent to sell 50,000 common shares (registered as RSU/PSU) with an aggregate value shown as $638,000.00.

Accepted by SEC EDGAR 02/18/2026 - 04:36 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Upwork Inc. filed a Rule 144 notice indicating an intent to sell 50,000 common shares (registered as RSU/PSU) with an aggregate value shown as $638,000.00. The filing includes recent secondary market sales by Hayden Larson Brown totaling disclosed shares and proceeds in late 2025.

Insights

Securities Compliance Analyst

Rule 144 notice documents an intended resale of 50,000 common shares and lists recent sales by the holder.

The filing lists 50,000 common shares tied to RSU/PSU treatment and an aggregate value of $638,000.00. It also records multiple sales by Hayden Larson Brown on 11/21/2025, 11/25/2025, 11/26/2025, and 12/18/2025

These entries are notice-oriented; cash-flow treatment and any lockup or transfer restrictions are not stated in the excerpt. Subsequent SEC filings or broker confirmations would show actual executed transactions and timing.

FAQ

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

What does the UPWK Form 144 disclose about shares being sold?

It discloses an intended resale of 50,000 common shares listed as RSU/PSU with an aggregate value of $638,000.00. The notice also lists recent sales by Hayden Larson Brown in late 2025 with dates and proceeds.

Who is the selling person named in the UPWK Form 144?

The filing names Hayden Larson Brown and provides an address in Palo Alto, CA. The excerpt lists multiple share sales by this person on 11/21/2025, 11/25/2025, 11/26/2025, and 12/18/2025

How many shares did Hayden Larson Brown sell in the past three months per the filing?

The filing lists four sale entries: 60,000 on 11/21/2025, 75,000 on 11/25/2025, 275,000 on 11/26/2025, and 23,147 on 12/18/2025

Are the shares in the Form 144 primary issuance or resale?

The Form 144 entry shows the securities type as RSU/PSU and lists the sale as by the issuer/holder; the filing presents these items as resale notices rather than a primary offering by the company.

Which exchange is referenced in the UPWK Form 144 excerpt?

The excerpt references NASDAQ as the exchange for the security and shows an administrative filing date of 02/18/2026 alongside the share and aggregate value figures.

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

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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	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 Ave, Suite 301 Palo Alto CALIFORNIA 94301
Phone	6503167500
Name of Person for Whose Account the Securities are To Be Sold	HAYDEN LARSON 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	Director
Relationship to Issuer	Officer

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	50000	638000.00	130380213	02/18/2026	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	06/18/2022	RSU/PSU	Issuer			50000	06/18/2022	N/A

* 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 LARSON BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	12/18/2025	23147	476550.44
HAYDEN LARSON BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	11/26/2025	275000	5344142.50
HAYDEN LARSON BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	11/25/2025	75000	1483335.00
HAYDEN LARSON BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	11/21/2025	60000	1092114.00

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of performance stock units and restricted stock units during the period of 06/18/2022 through 11/18/2024.
Date of Notice	02/18/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	11/19/2025
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)