Upwork (NASDAQ: UPWK) GM Dave Bottoms nets stock sale and RSU awards
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 32,662 shares ($446,255)
Net Sell
7 txns
Insider
Bottoms Dave
Role
GM, Marketplace
Sold
32,662 shs ($446K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 15,649 | $13.5115 | $211K |
| Exercise | Restricted Stock Units | 3,750 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 81,833 | $0.00 | -- |
| Exercise | Common Stock | 3,750 | $0.00 | -- |
| Sale | Common Stock | 17,013 | $13.802 | $235K |
| Exercise | Performance Stock Units | 28,912 | $0.00 | -- |
| Exercise | Common Stock | 28,912 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 345 shares (Direct);
Restricted Stock Units — 15,000 shares (Direct);
Performance Stock Units — 0 shares (Direct)
Footnotes (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. 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. 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. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 30, 2025. 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. 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. 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. 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.
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.
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.