David Bottoms sells UPWK common shares — Form 144

David Bottoms reported insider sales of UPWK common stock under Rule 144.

Accepted by SEC EDGAR 02/19/2026 - 04:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

David Bottoms reported insider sales of UPWK common stock under Rule 144. The filing lists sales of 17,013 shares on 02/18/2026 for $236,423.49, 9,622 shares on 12/19/2025 for $198,807.84 (noted as a 10b5-1 plan), and 11,285 shares on 12/18/2025 for $232,334.45. The filing also lists 13,879 Performance Stock Units and 1,770 Restricted Stock Units dated 02/18/2026.

FAQ

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

What sales did David Bottoms report for UPWK?

He reported three Rule 144 sales totaling specific tranches on 12/18/2025, 12/19/2025, and 02/18/2026. The filing shows 11,285 shares on 12/18/2025 for $232,334.45, 9,622 shares on 12/19/2025 for $198,807.84, and 17,013 shares on 02/18/2026 for $236,423.49.

Was any sale executed under a 10b5-1 plan?

Yes. The filing identifies the 9,622-share sale on 12/19/2025 as a 10b5-1 sales plan. That entry is labeled explicitly as a 10b5-1 sale and shows proceeds of $198,807.84 in the notice.

What securities were listed "to be sold" in the Form 144?

The filing lists planned sales dated 02/18/2026 of 13,879 Performance Stock Units and 1,770 Restricted Stock Units. Those unit counts appear under the "Securities To Be Sold" section of the notice.

Who is the broker or filer listed on the Form 144?

The filer shown is Morgan Stanley Smith Barney LLC at 1 New York Plaza. That broker-dealer appears in the "Filer Information" section of the notice and is associated with the transaction entries.

Do the Form 144 entries state proceeds received by the issuer?

No. The entries list gross proceeds for the individual sales but do not indicate proceeds are received by the issuer. Each sale line shows dollar amounts tied to the selling transactions, not company receipts.

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	0002019194
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	DAVID BOTTOMS
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

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	15649	214860.77	130380213	02/19/2026	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	02/18/2026	Performance Stock Units	Issuer			13879	02/18/2026	N/A
Common	02/18/2026	Restricted Stock Units	Issuer			1770	02/18/2026	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
DAVID BOTTOMS 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	02/18/2026	17013	236423.49
10b5-1 Sales for DAVID TIMOTHY BOTTOMS 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	12/19/2025	9622	198807.84
DAVID BOTTOMS 530 Lytton Ave, Suite 301 Palo Alto CA 94301	Common	12/18/2025	11285	232334.45

144: Remarks and Signature

Remarks
Date of Notice	02/19/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/30/2025
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/ David Bottoms
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)