Upwork (UPWK) CEO Hayden Brown sells shares, gets 218K RSU grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Upwork, Inc. President & CEO Hayden Brown reported multiple equity transactions involving RSUs, PSUs and common stock. On February 17–18, 2026, Brown exercised and converted several batches of restricted and performance stock units into common shares at a price of $0.00 per share, and received a new grant of 218,221 restricted stock units, each representing a contingent right to one share of common stock.
Following these equity awards and conversions, Brown conducted open‑market sales totaling 123,152 shares of common stock at weighted average prices around the mid‑$13 range per share. According to the footnotes, a portion of these shares was sold to cover tax withholding obligations mandated under Upwork’s equity incentive plans, and the transactions were carried out under a pre‑arranged Rule 10b5‑1 trading plan. After these transactions, Brown directly owned 776,067 shares of common stock and 218,221 RSUs.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 123,152 shares ($1,698,959)
Net Sell
13 txns
Insider
Brown Hayden
Role
President & CEO
Sold
123,152 shs ($1.70M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 9,589 | $0.00 | -- |
| Exercise | Restricted Stock Units | 7,611 | $0.00 | -- |
| Exercise | Restricted Stock Units | 14,850 | $0.00 | -- |
| Exercise | Restricted Stock Units | 18,333 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 218,221 | $0.00 | -- |
| Exercise | Common Stock | 9,589 | $0.00 | -- |
| Exercise | Common Stock | 7,611 | $0.00 | -- |
| Exercise | Common Stock | 14,850 | $0.00 | -- |
| Exercise | Common Stock | 18,333 | $0.00 | -- |
| Sale | Common Stock | 73,152 | $13.8022 | $1.01M |
| Sale | Common Stock | 50,000 | $13.786 | $689K |
| Exercise | Performance Stock Units | 127,678 | $0.00 | -- |
| Exercise | Common Stock | 127,678 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 858,425 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. 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. 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 November 19, 2025. 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 $14.14 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 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
FAQ
What insider transactions did UPWK CEO Hayden Brown report on this Form 4?
Hayden Brown reported exercises of RSUs and PSUs into common stock, a new grant of 218,221 RSUs, and open‑market sales of 123,152 common shares. These transactions adjusted her mix of direct share ownership and unvested equity awards at Upwork.
Were Hayden Brown’s UPWK stock sales discretionary or part of a plan?
The filing states the sales were made under a pre‑arranged Rule 10b5‑1 trading plan adopted on November 19, 2025. It also notes that some shares were sold to cover tax withholding obligations required by Upwork’s equity incentive plan election.
What new equity award did UPWK grant to CEO Hayden Brown?
Hayden Brown received a grant of 218,221 restricted stock units, each representing a right to one Upwork common share. These RSUs vest in equal quarterly installments over four years beginning May 18, 2026, contingent on her continued employment with the company.
What performance-based units vested for the UPWK CEO in this Form 4?
The filing shows 127,678 performance stock units vested after achieving performance criteria for a period ending December 31, 2025. Upwork’s compensation committee certified the results on February 17, 2026, causing all earned PSUs to vest and convert into common stock immediately.