[144] Upwork Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Upwork Inc. (UPWK): An insider, Hayden L Brown, reported intent to sell 60,000 common shares through Morgan Stanley Smith Barney LLC on 08/15/2025 on the NASDAQ exchange. The filing lists an aggregate market value of $822,000 for the shares and shows 132,606,579 shares outstanding. The securities were acquired as RSU/PSU from the issuer on 06/18/2019. The filing also discloses two sales by the same person in the past three months: 23,716 shares sold on 06/18/2025 for $320,294.07 and 26,438 shares sold on 05/19/2025 for $438,382.63. No relationship to the issuer is specified in the provided text.

Insights

Securities Analyst

TL;DR Insider filed a Rule 144 notice to sell 60,000 Upwork shares; recent sales also disclosed.

The filing documents a planned Rule 144 sale by Hayden L Brown of 60,000 Upwork common shares through Morgan Stanley Smith Barney, with an aggregate market value reported at $822,000 and an intended sale date of 08/15/2025. The shares were granted as RSU/PSU on 06/18/2019. The filing also lists two prior sales in the last three months totaling 50,154 shares with combined gross proceeds reported. This is a routine disclosure under Rule 144; the filing itself communicates compliance and provides transparency on insider liquidity.

Corporate Governance Expert

TL;DR Routine insider disclosure under securities rules; shows executed and planned insider liquidity events.

The document is a standard Form 144 notice confirming the insider's representation about material nonpublic information and detailing the acquisition (RSU/PSU) and proposed sale mechanics. It identifies the executing broker and provides past three-month sale history by the same person. The filing does not include any additional governance actions or indications of undisclosed material information; it serves primarily as regulatory transparency regarding insider sales.

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	60000	822000.00	132606579	08/15/2025	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	06/18/2019	RSU/PSU	Issuer			60000	06/18/2019	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 L BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	06/18/2025	23716	320294.07
HAYDEN L BROWN 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	05/19/2025	26438	438382.63

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 (UPWK) Form 144 filed by Hayden L Brown disclose?

The filing discloses an intended sale of 60,000 common shares through Morgan Stanley Smith Barney on 08/15/2025, with an aggregate market value of $822,000.

How were the 60,000 Upwork shares acquired according to the filing?

The shares were acquired as RSU/PSU from the issuer on 06/18/2019.

Did the filer sell any Upwork shares recently?

Yes. The filing lists sales of 23,716 shares on 06/18/2025 for $320,294.07 and 26,438 shares on 05/19/2025 for $438,382.63.

Which broker is handling the proposed sale in the Form 144?

The proposed sale is to be handled by Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

How many Upwork shares were outstanding as reported in the filing?

The filing reports 132,606,579 shares outstanding.