Upwork director granted 45,146 RSUs

BRAMLEY CLAIRE reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/08/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BRAMLEY CLAIRE reported acquisition or exercise transactions in this Form 4 filing.

Upwork, Inc. director Claire Bramley received an equity award in the form of 45,146 restricted stock units (RSUs) of common stock. The RSUs vest in three equal installments: one-third on June 4, 2027, one-third on June 4, 2028, and the final third on the earlier of the date immediately prior to Upwork’s 2029 annual stockholders’ meeting or December 31, 2029, in each case conditioned on continued service.

Insider Trade Summary

Grant/Award: 45,146 shares

Grant/Award 1 txn

Insider BRAMLEY CLAIRE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45,146	$0.00	$0.00

Holdings After Transaction: Common Stock — 45,146 shares (Direct)

Footnotes (1)

1. F1. Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3 of the total number of shares on each of June 4, 2027 and June 4, 2028, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders and (b) December 31, 2029, in each case subject to continued service through each vesting date.

Key Figures

RSU grant size: 45,146 RSUs Transaction price per share: $0.00 per share Holdings after transaction: 45,146 shares/RSUs +3 more

6 metrics

RSU grant size 45,146 RSUs Award of restricted stock units to director Claire Bramley

Transaction price per share $0.00 per share RSUs granted as compensation, not purchased in market

Holdings after transaction 45,146 shares/RSUs Total direct position reported following the grant

First vesting date June 4, 2027 One-third of RSUs vest on this date

Second vesting date June 4, 2028 Second one-third of RSUs vest on this date

Final vesting trigger Earlier of pre-2029 meeting or Dec 31, 2029 Final one-third of RSUs vest subject to this timing

Key Terms

restricted stock units ("RSUs"), vest, annual meeting of stockholders, continued service

4 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vest financial

"The RSUs vest as to 1/3 of the total number of shares on each of June 4, 2027 and June 4, 2028"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

annual meeting of stockholders financial

"then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders"

continued service financial

"in each case subject to continued service through each vesting date."

FAQ

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

What insider transaction did Upwork (UPWK) report for Claire Bramley?

Upwork reported that director Claire Bramley received a grant of 45,146 restricted stock units (RSUs) of common stock. These RSUs are part of her equity compensation and will vest over several years, subject to her continued service on the board.

How many Upwork (UPWK) shares are covered by Claire Bramley’s RSU award?

Claire Bramley’s award covers 45,146 RSUs of Upwork common stock. Each RSU represents a right to receive one share as it vests, so the full grant could become 45,146 shares if all service-based vesting conditions are met.

What is the vesting schedule for Claire Bramley’s Upwork (UPWK) RSUs?

The RSUs vest in three equal parts: one-third on June 4, 2027, another third on June 4, 2028, and the last third on the earlier of immediately before Upwork’s 2029 annual stockholders’ meeting or December 31, 2029, assuming continued service.

Did Claire Bramley pay a purchase price for the Upwork (UPWK) RSUs?

The Form 4 lists the transaction price per share as $0.00, indicating the RSUs were granted as compensation rather than bought on the market. She receives actual shares only as the RSUs vest over time under the stated schedule.

How many Upwork (UPWK) shares does Claire Bramley hold after this RSU grant?

After the RSU grant, Claire Bramley is reported as holding 45,146 shares or RSUs directly. This figure reflects her position following the award described, giving investors a view of her equity exposure linked to this transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

BRAMLEY CLAIRE

(Last) (First) (Middle)

C/O UPWORK INC.

530 LYTTON AVENUE, SUITE 301

(Street)

PALO ALTO CALIFORNIA 94301

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		A		45,146(1)	A	$0.00	45,146	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

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3 of the total number of shares on each of June 4, 2027 and June 4, 2028, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders and (b) December 31, 2029, in each case subject to continued service through each vesting date.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	06/08/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)