Upwork (UPWK) CEO Hayden Brown sells shares, gets 218K RSU grant

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.

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).

X

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^*

Brown Hayden

(Last) (First) (Middle)

C/O UPWORK INC.

530 LYTTON AVENUE, SUITE 301

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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

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

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	02/17/2026		M		127,678	A	(1)	848,836	D
Common Stock	02/18/2026		M		9,589	A	(1)	858,425	D
Common Stock	02/18/2026		M		7,611	A	(1)	866,036	D
Common Stock	02/18/2026		M		14,850	A	(1)	880,886	D
Common Stock	02/18/2026		M		18,333	A	(1)	899,219	D
Common Stock	02/18/2026		S(2)		73,152	D	$13.8022(3)	826,067	D
Common Stock	02/18/2026		S(4)		50,000	D	$13.786(5)	776,067	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
Performance Stock Units	(1)	02/17/2026		M			127,678	(6)	(6)	Common Stock	127,678	$0.00	0.00	D
Restricted Stock Units	(1)	02/18/2026		M			9,589	(7)	(7)	Common Stock	9,589	$0.00	0.00	D
Restricted Stock Units	(1)	02/18/2026		M			7,611	(8)	(8)	Common Stock	7,611	$0.00	0.00	D
Restricted Stock Units	(1)	02/18/2026		M			14,850	(9)	(9)	Common Stock	14,850	$0.00	59,400	D
Restricted Stock Units	(1)	02/18/2026		M			18,333	(10)	(10)	Common Stock	18,333	$0.00	73,334	D
Restricted Stock Units	(1)	02/18/2026		A		218,221		(11)	(11)	Common Stock	218,221	$0.00	218,221	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 19, 2025.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	02/19/2026
	** 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.

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.

How many Upwork (UPWK) shares did CEO Hayden Brown sell in this filing?

Hayden Brown sold a total of 123,152 Upwork common shares in two open‑market transactions. The reported weighted average prices were in the mid‑$13 range per share, based on multiple trades within disclosed price intervals for each sale transaction.

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.

How many Upwork (UPWK) shares does Hayden Brown own after these transactions?

After the reported transactions, Hayden Brown directly owned 776,067 shares of Upwork common stock. She also held 218,221 restricted stock units, which may convert into additional common shares over time as vesting conditions tied to continued employment are satisfied.

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.