UPWK CEO Reports RSU Conversions and Sell-to-Cover Transactions
Rhea-AI Filing Summary
Upwork Inc. (UPWK) President & CEO reported multiple equity transactions on 11/18/2025 tied to restricted stock units (RSUs). Several RSU awards vested and were converted into common stock, including 9,589, 7,610, 14,850, and 18,333 shares, all at an exercise price of $0.00 per share. Following these transactions, the reporting person directly owned 1,107,894 shares of common stock and held additional RSUs covering 9,589, 7,611, 74,250, and 91,667 shares.
To cover tax withholding obligations from the RSU vesting, the CEO sold 12,114 shares at a weighted average price of $16.1385 and 12,732 shares at a weighted average price of $17.2405. The filing states these sales were mandated "sell to cover" transactions under Upwork’s equity incentive plans and do not represent discretionary trades by the executive. The RSUs vest over time based on continued employment, with various schedules beginning on February 18, 2023, May 18, 2022, February 18, 2024, and May 18, 2023.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 9,589 | $0.00 | -- |
| Exercise | Restricted Stock Units | 7,610 | $0.00 | -- |
| Exercise | Restricted Stock Units | 14,850 | $0.00 | -- |
| Exercise | Restricted Stock Units | 18,333 | $0.00 | -- |
| Exercise | Common Stock | 9,589 | $0.00 | -- |
| Exercise | Common Stock | 7,610 | $0.00 | -- |
| Exercise | Common Stock | 14,850 | $0.00 | -- |
| Exercise | Common Stock | 18,333 | $0.00 | -- |
| Sale | Common Stock | 12,114 | $16.1385 | $196K |
| Sale | Common Stock | 12,732 | $17.2405 | $220K |
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. 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 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 $15.66 to $16.65 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.67 to $17.4932 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. 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. 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.
