Upwork (UPWK) COO awarded 22,603 RSUs vesting over four years

Rhea-AI Filing Summary

Kappus Anthony Ray reported acquisition or exercise transactions in this Form 4 filing.

Upwork, Inc. executive Anthony Ray Kappus, GM & Chief Operating Officer, received a compensation grant of 22,603 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Upwork common stock.

The RSUs vest in equal quarterly installments over four years beginning on July 18, 2026, as long as Kappus remains employed with Upwork on each vesting date. Following this grant, his reported direct holdings of RSUs total 22,603 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kappus Anthony Ray

Role GM & Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	22,603	$0.00	--

Holdings After Transaction: Restricted Stock Units — 22,603 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") 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 July 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

Key Figures

RSUs granted: 22,603 units Underlying common shares: 22,603 shares Vesting start date: July 18, 2026 +2 more

5 metrics

RSUs granted 22,603 units Compensation award to GM & COO Anthony Ray Kappus

Underlying common shares 22,603 shares Each RSU equals one share of Upwork common stock

Vesting start date July 18, 2026 Quarterly vesting over four years begins on this date

Vesting term Four years RSUs vest in equal quarterly installments over four years

Post-grant RSU holdings 22,603 units Total direct RSU holdings following the reported transaction

Key Terms

Restricted Stock Units, RSU, contingent right, vest, +2 more

6 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

contingent right financial

"represents a contingent right to receive one share of the Issuer's common stock"

vest financial

"The RSUs vest in equal quarterly installments over four years"

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.

quarterly installments financial

"The RSUs vest in equal quarterly installments over four years"

transaction code "A" financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

Kappus Anthony Ray

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GM & Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026

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

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
Restricted Stock Units	(1)	04/18/2026		A		22,603		(2)	(2)	Common Stock	22,603	$0.00	22,603	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. The RSUs vest in equal quarterly installments over four years beginning on July 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	04/21/2026
	** 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)

FAQ

What insider transaction did Upwork (UPWK) report for Anthony Ray Kappus?

Upwork reported that GM & Chief Operating Officer Anthony Ray Kappus received a grant of 22,603 restricted stock units. These RSUs are a form of equity compensation that can convert into the same number of common shares if vesting conditions are met over time.

How many restricted stock units did Upwork (UPWK) grant to its COO?

Upwork granted 22,603 restricted stock units to GM & Chief Operating Officer Anthony Ray Kappus. Each RSU represents a contingent right to receive one share of Upwork common stock, aligning executive compensation with future company performance and share price over the vesting period.

What is the vesting schedule for Anthony Kappus’s RSUs at Upwork (UPWK)?

The 22,603 RSUs granted to Anthony Kappus vest in equal quarterly installments over four years, starting July 18, 2026. Vesting is conditioned on his continued employment with Upwork on each vesting date, encouraging long-term retention and alignment with shareholder interests.

What does each restricted stock unit (RSU) represent in the Upwork (UPWK) filing?

Each restricted stock unit represents a contingent right to receive one share of Upwork’s common stock. The units do not convert immediately; shares are delivered only as the RSUs vest according to the specified four-year quarterly vesting schedule tied to continued employment.

Is the Upwork (UPWK) COO’s RSU grant an open-market stock purchase or sale?

The transaction is a grant of 22,603 restricted stock units, not an open-market purchase or sale. It is classified as a compensation-related acquisition under transaction code “A,” reflecting equity awarded by the company rather than shares bought or sold in the market.