[Form 4] UPWORK, INC Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
LAYTON THOMAS reported acquisition or exercise transactions in this Form 4 filing.
Upwork, Inc. director Thomas Layton reported new equity awards in the form of Restricted Stock Units (RSUs) rather than any open-market trading. On June 4, 2026, he received three RSU grants covering 20,880, 6,772, and 6,207 shares of common stock at no cash cost.
One RSU award vests quarterly over four quarters starting on September 30, 2026, with the final installment fully vesting by the earlier of the 2027 annual meeting or June 30, 2027, subject to continued service. Another RSU grant vests 100% by the earlier of the 2027 annual meeting or June 4, 2027, also conditioned on continued service.
The filing notes that a trust for Layton’s benefit now holds 1,639,134 shares of Upwork common stock indirectly, and separately references a gift of 21,365 shares to that trust. These entries describe compensation and estate-planning movements, not buys or sells in the market.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
LAYTON THOMAS
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 6,207 | $0.00 | -- |
| Grant/Award | Common Stock | 6,772 | $0.00 | -- |
| Grant/Award | Common Stock | 20,880 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 24,644 shares (Direct, null);
Common Stock — 1,639,134 shares (Indirect, See footnote)
Footnotes (1)
- Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2026), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 30, 2027, in each case subject to the continuing service of the Reporting Person through such date. Reflects a gift of 21,365 shares by the Reporting Person to a trust for the benefit of the Reporting Person. Represents an award of RSUs. 100% of the total number of RSUs shall vest in full on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders and (b) June 4, 2027, in each case subject to the continuing service of the Reporting Person through such date. Shares are held by a trust for the benefit of the Reporting Person.
Key Figures
RSU grant 1: 20,880 shares
RSU grant 2: 6,772 shares
RSU grant 3: 6,207 shares
+5 more
8 metrics
RSU grant 1
20,880 shares
RSU award on June 4, 2026 at $0.00 per share
RSU grant 2
6,772 shares
RSU award on June 4, 2026 at $0.00 per share
RSU grant 3
6,207 shares
RSU award on June 4, 2026 at $0.00 per share
Indirect trust holdings
1,639,134 shares
Common stock held by a trust for Layton’s benefit
Gift to trust
21,365 shares
Shares gifted by Layton to a trust for his benefit
Quarterly vesting start
September 30, 2026
First vesting date for one RSU award
Cliff vest date option 1
June 4, 2027
Alternative full-vesting date for one RSU grant
Final vesting latest date
June 30, 2027
Latest possible full vesting date for quarterly RSU grant
Key Terms
Restricted Stock Units ("RSUs"), vest, annual meeting of stockholders, gift, +1 more
5 terms
Restricted Stock Units ("RSUs") financial
"Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest quarterly"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
vest financial
"The RSUs vest quarterly over four quarters (with the first such vesting date"
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.
annual meeting of stockholders financial
"shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2027 annual meeting of stockholders"
gift financial
"Reflects a gift of 21,365 shares by the Reporting Person to a trust"
trust financial
"Shares are held by a trust for the benefit of the Reporting Person."
A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.
