Upwork (NASDAQ: UPWK) CAO exercises RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Upwork, Inc. Chief Accounting Officer Sabrina Mekhalfa reported routine equity compensation activity. She exercised restricted stock units into 3,577 shares of common stock, then sold 1,482 shares at a weighted average price of $12.3121 per share to cover tax withholding obligations under a mandatory “sell to cover” arrangement, which the company’s plan requires and is not a discretionary trade. Following these transactions, she holds 2,095 shares of common stock directly and 39,352 restricted stock units that vest in equal quarterly installments over three years beginning on March 18, 2026, subject to continued employment.

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

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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^*

Mekhalfa Sabrina

(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)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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
Common Stock	03/18/2026		M		3,577	A	(1)	3,577	D
Common Stock	03/18/2026		S(2)		1,482	D	$12.3121(3)	2,095	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
Restricted Stock Units	(1)	03/18/2026		M			3,577	(4)	(4)	Common Stock	3,577	$0.00	39,352	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. 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.13 to $12.52 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. The RSUs vest in equal quarterly installments over three years beginning on March 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	03/20/2026
	** 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 transactions did Upwork (UPWK) report for Sabrina Mekhalfa?

Upwork reported that Chief Accounting Officer Sabrina Mekhalfa exercised restricted stock units into 3,577 common shares and sold 1,482 shares. The sale was to cover tax withholding obligations required under Upwork’s equity incentive plans, rather than a discretionary open-market trade.

How many Upwork (UPWK) shares did the CAO sell and at what price?

Sabrina Mekhalfa sold 1,482 shares of Upwork common stock at a weighted average price of $12.3121 per share. The shares were sold in multiple transactions between $12.13 and $12.52, solely to satisfy tax withholding obligations tied to vested restricted stock units.

Was the Upwork (UPWK) insider sale by the CAO a discretionary trade?

The reported sale was not a discretionary trade by the CAO. Footnotes state the 1,482 shares were sold under a mandatory “sell to cover” mechanism required by Upwork’s equity plans to fund tax withholding owed on vesting restricted stock units.

How many Upwork (UPWK) shares and RSUs does the CAO hold after the transactions?

After the reported transactions, Sabrina Mekhalfa directly holds 2,095 shares of Upwork common stock. She also holds 39,352 restricted stock units, each representing a right to receive one Upwork share, subject to future vesting and continued employment conditions.

What is the vesting schedule for the Upwork (UPWK) RSUs held by the CAO?

The restricted stock units vest in equal quarterly installments over three years, beginning on March 18, 2026. Vesting is contingent on Sabrina Mekhalfa’s continued employment with Upwork on each vesting date, as specified in the footnotes to the filing.

What type of Form 4 activity occurred for Upwork (UPWK) on March 18, 2026?

On March 18, 2026, Upwork’s CAO reported exercising restricted stock units into 3,577 common shares and selling 1,482 of those shares. The sale was executed solely to cover tax withholding obligations arising from the vesting of the RSUs listed in the filing.