Upwork (UPWK) director granted 20,880 RSUs vesting in 2027

Rhea-AI Filing Summary

EVAN DANA L reported acquisition or exercise transactions in this Form 4 filing.

Upwork, Inc. director Evan Dana L received a grant of 20,880 shares of Common Stock in the form of restricted stock units (RSUs) at no cash cost.

All RSUs vest in a single installment on the earlier of the day before Upwork’s 2027 annual stockholder meeting or June 4, 2027, subject to continued service, bringing the director’s direct holdings to 56,835 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider EVAN DANA L

Role null

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

Holdings After Transaction: Common Stock — 56,835 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 20,880 shares Shares after transaction: 56,835 shares Grant price: $0.00 per share +2 more

5 metrics

RSUs granted 20,880 shares Restricted stock unit award on June 4, 2026

Shares after transaction 56,835 shares Total direct holdings following RSU grant

Grant price $0.00 per share Equity compensation, not an open-market purchase

Vesting date June 4, 2027 Latest possible vesting date for RSUs, if earlier meeting not held

Alternative vesting trigger 2027 annual meeting RSUs vest the day before the 2027 stockholder meeting if earlier

Key Terms

restricted stock units ("RSUs"), annual meeting of stockholders, vest in full, continuing service

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.

annual meeting of stockholders financial

"the Issuer's 2027 annual meeting of stockholders"

vest in full financial

"100% of the total number of RSUs shall vest in full"

continuing service financial

"subject to the continuing service of the Reporting Person"

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Form 4 Insider Transactions: What Each Field Means →

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^*

EVAN DANA L

(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)

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		20,880(1)	A	$0.00	56,835	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

Explanation of Responses:

1. Represents an award of restricted stock units ("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.

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)

FAQ

What insider transaction did Upwork (UPWK) report for Evan Dana L?

Upwork reported a grant of 20,880 restricted stock units to director Evan Dana L. These RSUs represent shares of common stock awarded as equity compensation, increasing the director’s direct holdings to 56,835 shares following the transaction.

How many Upwork (UPWK) shares were granted in the latest Form 4?

The filing shows a grant of 20,880 restricted stock units, each representing one share of Upwork common stock. The award was recorded at a price of $0.00 per unit, reflecting non-cash equity compensation rather than an open-market purchase.

When do Evan Dana L’s newly granted Upwork (UPWK) RSUs vest?

All 20,880 RSUs vest in full on the earlier of the date immediately before Upwork’s 2027 annual meeting of stockholders or June 4, 2027. Vesting requires the director to continue serving through that vesting date under the award’s terms.

What are Evan Dana L’s Upwork (UPWK) holdings after this RSU grant?

After the reported grant, Evan Dana L directly holds 56,835 shares of Upwork common stock. This total includes the newly awarded 20,880 restricted stock units, which will settle into shares when they vest under the equity award’s schedule.

Was the Upwork (UPWK) RSU grant to Evan Dana L a market purchase?

No, the transaction was coded as an “A” grant or award, with a per-share price of $0.00. This indicates stock-based compensation rather than an open-market purchase, so no cash was paid to acquire the 20,880 restricted stock units.