Upwork director Kevin Harvey awarded new RSUs

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

Accepted by SEC EDGAR 06/08/2026 - 04:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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

Upwork, Inc. director Kevin Harvey received two equity awards of common stock on June 4, 2026, totaling 6,207 and 20,880 restricted stock units granted at no cash cost, with vesting tied to continued service through dates in 2026–2027. After these grants he holds 147,216 shares directly and 2,565,307 shares indirectly through an entity he controls and a family trust.

Insider Trade Summary

Grant/Award: 27,087 shares

Grant/Award 2 txns

Insider HARVEY KEVIN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,207	$0.00	$0.00
Grant/Award	Common Stock	20,880	$0.00	$0.00
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 147,216 shares (Direct); Common Stock — 2,565,307 shares (Indirect, See footnote)

Footnotes (4)

1. F1. 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. F2. 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. F3. Shares are held by a limited liability company controlled by the Reporting Person.
4. F4. Shares are held by the Reporting Person's family trust.

Key Figures

RSU grant 1: 6,207 shares RSU grant 2: 20,880 shares Direct holdings: 147,216 shares +3 more

6 metrics

RSU grant 1 6,207 shares Restricted stock units of common stock granted on June 4, 2026

RSU grant 2 20,880 shares Additional restricted stock units granted on June 4, 2026

Direct holdings 147,216 shares Common stock held directly after the reported transactions

Indirect holdings 2,565,307 shares Common stock held indirectly via entities associated with the reporting person

First quarterly vesting date September 30, 2026 Initial vesting date for the quarterly RSU schedule

Cliff vesting latest date June 4, 2027 Latest date for full vesting of the 100% vest RSU award

Key Terms

restricted stock units ("RSUs"), continuing service, limited liability company, family trust

4 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs")."

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.

continuing service regulatory

"subject to the continuing service of the Reporting Person on each vesting date"

limited liability company financial

"Shares are held by a limited liability company controlled by the Reporting Person."

A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.

family trust financial

"Shares are held by the Reporting Person's family trust."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Kevin Harvey receive at Upwork (UPWK) on June 4, 2026?

Kevin Harvey received two restricted stock unit awards covering 6,207 and 20,880 shares of Upwork common stock on June 4, 2026, granted at no cash cost as part of his director compensation.

How do the new RSU awards for UPWK director Kevin Harvey vest?

One RSU award vests quarterly over four quarters beginning on September 30, 2026, with the final portion vesting by the earlier of the 2027 annual meeting or June 30, 2027. The other RSU award vests 100% by the earlier of that meeting or June 4, 2027.

What is Kevin Harvey’s total Upwork (UPWK) shareholding after these RSU grants?

After the reported grants, Kevin Harvey holds 147,216 Upwork shares directly and 2,565,307 shares indirectly. The indirect holdings are through a limited liability company he controls and a family trust, as described in the footnotes.

Were Kevin Harvey’s June 4, 2026 UPWK transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as being pursuant to a Rule 10b5-1 trading plan, and the footnotes do not describe any such pre-arranged plan for these June 4, 2026 RSU awards.

How are Kevin Harvey’s indirect UPWK shareholdings structured?

According to the footnotes, some shares are held by a limited liability company controlled by Kevin Harvey and others by his family trust, together accounting for 2,565,307 Upwork common shares reported as indirect ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)

X	Director		10% 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)

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	06/04/2026		A		6,207(1)	A	$0.00	126,336	D
Common Stock	06/04/2026		A		20,880(2)	A	$0.00	147,216	D
Common Stock								1,751,315	I	See footnote(3)
Common Stock								813,992	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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-Fact	06/08/2026
	** 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)