Upwork (NASDAQ: UPWK) GM Dave Bottoms nets stock sale and RSU awards

Rhea-AI Filing Summary

Upwork, Inc. GM, Marketplace Dave Bottoms reported a mix of stock sales, vesting, and equity awards. He sold a total of 32,662 shares of common stock in open-market transactions at weighted average prices of $13.5115 and $13.802 per share, leaving 345 common shares directly held afterward.

Footnotes state that part of the shares sold were required to cover tax withholding obligations from vesting RSUs or PSUs under a mandated “sell to cover” arrangement, so those sales were not discretionary. At least one sale was executed under a Rule 10b5‑1 trading plan adopted on May 30, 2025.

On the acquisition side, Bottoms had 28,912 performance stock units vest after performance for a period ending December 31, 2025 was certified, and 3,750 RSUs were converted into common stock. He also received a grant of 81,833 RSUs that vest quarterly over four years beginning May 18, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bottoms Dave

(Last) (First) (Middle)

C/O UPWORK INC.

530 LYTTON AVENUE, SUITE 301

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UPWORK, INC [ UPWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GM, Marketplace

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M		28,912	A	(1)	29,257	D
Common Stock	02/18/2026		M		3,750	A	(1)	33,007	D
Common Stock	02/18/2026		S(2)		17,013	D	$13.802(3)	15,994	D
Common Stock	02/19/2026		S(4)		15,649	D	$13.5115(5)	345	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	02/17/2026		M			28,912	(6)	(6)	Common Stock	28,912	$0.00	0.00	D
Restricted Stock Units	(1)	02/18/2026		M			3,750	(7)	(7)	Common Stock	3,750	$0.00	15,000	D
Restricted Stock Units	(1)	02/18/2026		A		81,833		(8)	(8)	Common Stock	81,833	$0.00	81,833	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

2. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs or PSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.085 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 30, 2025.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.28 to $13.79 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents earned PSUs that vested based on the achievement of performance criteria for a performance period that ended on December 31, 2025, as certified by the compensation committee of the board of directors of the Issuer on February 17, 2026. The earned PSUs vested 100% upon certification.

7. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

8. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Upwork (UPWK) executive Dave Bottoms report in this Form 4?

Dave Bottoms reported both stock sales and equity awards. He sold 32,662 Upwork common shares in open-market transactions and had performance and restricted stock units vest and convert into shares, plus he received a new restricted stock unit grant.

How many Upwork (UPWK) shares did Dave Bottoms sell and at what prices?

He sold 32,662 shares of Upwork common stock in two open‑market transactions. The reported weighted average prices were $13.5115 per share in one sale and $13.8020 per share in another, with trades executed across price ranges described in the footnotes.

Were any of Dave Bottoms’ Upwork (UPWK) stock sales discretionary?

The filing notes part of the shares sold were mandated “sell to cover” transactions to satisfy tax withholding on vested RSUs or PSUs. That portion was not discretionary. Another sale was executed under a pre‑established Rule 10b5‑1 trading plan adopted on May 30, 2025.

What equity awards vested for Dave Bottoms at Upwork (UPWK)?

He had 28,912 performance stock units vest after performance for a period ending December 31, 2025 was certified, and 3,750 restricted stock units were converted into common shares. These events increased his shareholdings before subsequent sales detailed in the filing.

What new restricted stock units did Dave Bottoms receive from Upwork (UPWK)?

He received a grant of 81,833 restricted stock units. These RSUs vest in equal quarterly installments over four years beginning on May 18, 2026, subject to his continued employment with Upwork on each vesting date, providing ongoing equity-based compensation.

How many Upwork (UPWK) shares does Dave Bottoms hold after these transactions?

After the reported open‑market sales, Dave Bottoms directly held 345 shares of Upwork common stock. He also held 81,833 restricted stock units plus other equity awards, which represent contingent rights to receive an equal number of common shares upon vesting.