Upwork (UPWK) CEO Hayden Brown sells shares to cover RSU taxes
Rhea-AI Filing Summary
Upwork, Inc. President & CEO Hayden Brown reported routine equity compensation activity involving restricted stock units (RSUs) and a related tax sale. On June 18, 2026, Brown sold 23,468 shares of common stock at a weighted average price of $8.1507 per share to cover tax withholding obligations tied to RSU vesting, as required by the company’s “sell to cover” election and not as a discretionary trade.
On the same date, Brown also acquired 46,411 shares of common stock through the vesting and settlement of RSUs. Following these transactions, she directly holds 797,495 shares of Upwork common stock and continues to hold additional unvested RSUs subject to quarterly vesting over four-year schedules.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
5 txns
Insider
Brown Hayden
Role
President & CEO
Sold
23,468 shs ($191K)
Approx. gross sale proceeds
$191K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 17,733 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 28,678 | $0.00 | $0.00 |
| Exercise | Common Stock | 17,733 | $0.00 | $0.00 |
| Exercise | Common Stock | 28,678 | $0.00 | $0.00 |
| Sale | Common Stock | 23,468 | $8.1507 | $191K |
Holdings After Transaction:
Restricted Stock Units — 439,585 shares (Direct);
Common Stock — 797,495 shares (Direct)
Footnotes (5)
- F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2. 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.
- F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.02 to $8.25 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.
- F4. The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- F5. The RSUs vest in equal quarterly installments over four years beginning on June 18, 2025, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
Key Figures
Shares sold for tax withholding: 23,468 shares
Weighted average sale price: $8.1507 per share
Shares acquired from RSU vesting: 46,411 shares
+3 more
6 metrics
Shares sold for tax withholding
23,468 shares
Common stock sale on June 18, 2026 to cover RSU taxes
Weighted average sale price
$8.1507 per share
Common stock sold in range $8.02–$8.25
Shares acquired from RSU vesting
46,411 shares
Common stock received via RSU settlements on June 18, 2026
Common shares held after transactions
792,285 shares
Direct Upwork common stock ownership following reported activity
RSU holding after one series
315,452 RSUs
Restricted stock units after 28,678-unit conversion
RSU holding after second series
124,133 RSUs
Restricted stock units after 17,733-unit conversion
Key Terms
Restricted Stock Units, RSU, sell to cover, weighted average price, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSU financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share..."
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction..."
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
equity incentive plans financial
"mandated by the Issuer's election under its equity incentive plans..."
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
vesting financial
"The RSUs vest in equal quarterly installments over four years..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Upwork (UPWK) CEO Hayden Brown report in this Form 4 filing?
Hayden Brown reported RSU vesting and a related tax sale. She acquired 46,411 shares of common stock from restricted stock unit settlements and sold 23,468 shares to cover tax withholding obligations, a transaction required under Upwork’s equity incentive plan, not a discretionary open-market sale.