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[Form 4] UPWORK, INC Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HARVEY KEVIN reported acquisition or exercise transactions in this Form 4 filing.

Upwork director Kevin Harvey reported new equity awards and updated holdings. On June 4, 2026, he received two grants of restricted stock units (RSUs) covering 20,880 and 6,207 shares of Upwork common stock at no cash cost.

The 20,880 RSUs vest quarterly over four quarters starting on September 30, 2026, with the final installment vesting on the earlier of the day before Upwork’s 2027 annual meeting or June 30, 2027, subject to continued service. The 6,207 RSUs vest 100% on the earlier of the day before the 2027 annual meeting or June 4, 2027, also subject to continued service.

After these awards, Harvey holds 147,216 and 126,336 shares directly in the two reported direct positions. He also has indirect ownership through a limited liability company and a family trust holding 813,992 and 1,751,315 shares, respectively, as of June 4, 2026.

Positive

  • None.

Negative

  • None.
Insider HARVEY KEVIN
Role null
Type Security Shares Price Value
Grant/Award Common Stock 6,207 $0.00 --
Grant/Award Common Stock 20,880 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 126,336 shares (Direct, null); Common Stock — 1,751,315 shares (Indirect, See footnote)
Footnotes (1)
  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. 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 limited liability company controlled by the Reporting Person. Shares are held by the Reporting Person's family trust.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HARVEY KEVIN
(Last)(First)(Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD
(Street)
WOODSIDE CALIFORNIA 94062
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/04/2026A6,207(1)A$0.00126,336D
Common Stock06/04/2026A20,880(2)A$0.00147,216D
Common Stock1,751,315ISee footnote(3)
Common Stock813,992ISee footnote(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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.
2. 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.
3. Shares are held by a limited liability company controlled by the Reporting Person.
4. Shares are held by the Reporting Person's family trust.
Remarks:
/s/ Jacob McQuown, Attorney-in-Fact06/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR