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  4. [Form 4] UPWORK, INC Insider Trading Activity

Upwork (UPWK) grants director Glenn Kelman two new RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KELMAN GLENN reported acquisition or exercise transactions in this Form 4 filing.

Upwork director Glenn Kelman received two equity awards in the form of restricted stock units (RSUs). One grant covers 20,880 RSUs that vest quarterly over four quarters starting on September 30, 2026, with the final installment vesting no later than June 30, 2027, subject to continued service. A second grant covers 6,207 RSUs that vest 100% on the earlier of the date immediately prior to Upwork’s 2027 annual meeting of stockholders or June 4, 2027, also contingent on continued service.

Positive

  • None.

Negative

  • None.
Insider KELMAN GLENN
Role null
Type Security Shares Price Value
Grant/Award Common Stock 6,207 $0.00 --
Grant/Award Common Stock 20,880 $0.00 --
Holdings After Transaction: Common Stock — 45,542 shares (Direct, null)
Footnotes (1)
  1. Represents an award of restricted stock units ("RSUs"). The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2026), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 30, 2027, in each case subject to the continuing service of the Reporting Person through such date. Represents an award of RSUs. 100% of the total number of RSUs shall vest in full on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 4, 2027, in each case subject to the continuing service of the Reporting Person through such date.
RSU grant 1 size 20,880 RSUs Award of RSUs on 2026-06-04 to Glenn Kelman
RSU grant 2 size 6,207 RSUs Second RSU award on 2026-06-04
Holdings after first grant 66,422 shares Total shares following one RSU award entry
Holdings after second grant 45,542 shares Total shares following the other RSU award entry
Quarterly vesting start September 30, 2026 First vesting date for 20,880 RSU grant
Latest vest date grant 1 June 30, 2027 Outside latest vesting date for final installment of 20,880 RSUs
Latest vest date grant 2 June 4, 2027 Outside latest vesting date for 6,207 RSUs
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"). The RSUs vest quarterly"
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 quarterly over four quarters (with the first such vesting date"
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
"immediately prior to the Issuer's 2027 annual meeting of stockholders"
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
KELMAN GLENN
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/04/2026A6,207(1)A$0.0045,542D
Common Stock06/04/2026A20,880(2)A$0.0066,422D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs"). The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2026), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 30, 2027, in each case subject to the continuing service of the Reporting Person through such date.
2. Represents an award of RSUs. 100% of the total number of RSUs shall vest in full on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 4, 2027, in each case subject to the continuing service of the Reporting Person through such date.
Remarks:
/s/ Jacob McQuown, Attorney-in-Fact06/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

How many RSUs did Upwork (UPWK) director Glenn Kelman receive in this Form 4?

Glenn Kelman received two RSU awards totaling 27,087 units. One grant covers 20,880 RSUs and the other 6,207 RSUs, each tied to future vesting dates contingent on his continued service on Upwork’s board.

What are the vesting terms for Glenn Kelman’s 20,880 Upwork (UPWK) RSUs?

The 20,880 RSUs vest quarterly over four quarters beginning on September 30, 2026. The final installment will fully vest by the earlier of just before Upwork’s 2027 annual meeting or June 30, 2027, if he remains in service.

When do Glenn Kelman’s 6,207 Upwork (UPWK) RSUs vest?

The 6,207 RSUs vest 100% in a single installment. Vesting occurs on the earlier of the date immediately prior to Upwork’s 2027 annual meeting of stockholders or June 4, 2027, provided Glenn Kelman continues serving through that date.

Does this Upwork (UPWK) Form 4 show Glenn Kelman buying or selling shares?

The Form 4 shows equity awards, not open-market trades. Both transactions are coded as “A” for grant or award acquisitions of RSUs, with no reported buying or selling of Upwork common stock in the market.

How many Upwork (UPWK) shares does Glenn Kelman hold after these Form 4 transactions?

After one reported grant, his direct holdings are shown as 66,422 shares. After the other grant, a line in the filing lists 45,542 shares, reflecting totals tied to each award entry as reported.