UPWK Insider Activity: RSU Vesting, 10b5-1 Sale and Sell-to-Cover
Rhea-AI Filing Summary
Marie Olivier, Chief Accounting Officer of Upwork, Inc. (UPWK), reported several transactions in August 2025. On 08/14/2025 she sold 1,294 shares under a Rule 10b5-1 plan at a weighted average price of $14 per share. On 08/18/2025 she had restricted stock units vest and be settled: 1,427 RSUs and 1,200 RSUs (each RSU converts to one share). To satisfy tax withholding upon vesting, she had 941 shares sold in a sell-to-cover at a weighted average price of $13.8367 per share. Following the reported transactions, she beneficially owned 2,434 shares (after the 08/14 sale) and later 3,375 and 2,434 shares as shown in the filing; Table II shows 2,854 and 2,400 underlying shares resulting from the settled RSUs. The filing states the 08/14 sale was pursuant to a 10b5-1 plan adopted May 15, 2025, and that sell-to-cover was required by the issuer's equity plan.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine insider activity tied to RSU vesting and tax-withholding sales with limited material market impact.
The transactions are primarily non-discretionary: two RSU vesting events converted to common shares and a sell-to-cover sale satisfied tax withholding obligations; an earlier sale was executed under a 10b5-1 plan. Quantities are modest relative to typical market floats for a public company: sales of 1,294 and 941 shares and RSU settlements of 1,427 and 1,200 RSUs. The filing discloses weighted average sale prices and the plan adoption date, all of which are transparent and consistent with routine executive compensation administration.
TL;DR: Disclosure appears complete and follows standard governance practices for equity awards and 10b5-1 trading plans.
The report identifies the reporting person, role (Chief Accounting Officer), relationship to the issuer, and cites the 10b5-1 plan adoption date (May 15, 2025). It documents RSU vesting schedules and the issuer-mandated sell-to-cover for tax withholding. Signatures and explanatory footnotes are included, indicating adherence to Form 4 requirements; no governance irregularities or omissions are evident from the provided content.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,427 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,200 | $0.00 | -- |
| Exercise | Common Stock | 1,427 | $0.00 | -- |
| Exercise | Common Stock | 1,200 | $0.00 | -- |
| Sale | Common Stock | 941 | $13.8367 | $13K |
| Sale | Common Stock | 1,294 | $14.00 | $18K |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 15, 2025. Each restricted stock unit ("RSU") 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 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 $13.74 to $13.987 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. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs vest in equal quarterly installments over three years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
