Upwork CAO exercises RSUs, sells 1,299 shares
Upwork’s chief accounting officer exercised RSUs and sold a portion of the resulting shares solely to cover tax withholding obligations.
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Form Type
4
Rhea-AI Filing Summary
UPWORK, INC (UPWK) reported that Chief Accounting Officer Sabrina Mekhalfa exercised 3,578 Restricted Stock Units on September 18, 2026, receiving the same number of common shares. Of these, 1,299 shares were sold in a mandated sell to cover transaction to satisfy tax withholding obligations, and 32,197 RSUs remained outstanding after the transaction.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
3 txns
Insider
Mekhalfa Sabrina
Role
Chief Accounting Officer
Sold
1,299 shs ($11K)
Approx. gross sale proceeds
$11K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1, F4 | 3,578 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 3,578 | -- | -- |
| Sale | Common Stock F2, F3 | 1,299 | $8.4508 | $11K |
Holdings After Transaction:
Restricted Stock Units — 32,197 contracts (Direct);
Common Stock — 6,675 shares (Direct)
Footnotes (4)
- 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 $8.315 to $8.52 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 three years beginning on March 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
Key Figures
RSUs exercised: 3,578 shares
Shares sold to cover tax: 1,299 shares
Weighted average sale price: $8.4508 per share
+3 more
6 metrics
RSUs exercised
3,578 shares
Restricted Stock Units converted into UPWORK, INC common stock on September 18, 2026
Shares sold to cover tax
1,299 shares
Common shares sold on September 18, 2026 to cover RSU tax withholding
Weighted average sale price
$8.4508 per share
Weighted average price for the 1,299 UPWK shares sold
Sale price range
$8.315–$8.52 per share
Price range of individual trades within the 1,299-share sale
RSUs remaining after transaction
32,197 units
Total RSUs reported as held following the September 18, 2026 exercise
RSU vesting period
3 years, quarterly
RSUs vest in equal quarterly installments over three years from March 18, 2026
Key Terms
Restricted Stock Units, sell to cover, weighted average price, vesting
4 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.
sell to cover financial
"funded by a "sell to cover" transaction and does not represent a discretionary trade"
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.
vesting financial
"The RSUs vest in equal quarterly installments over three 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did UPWK’s Chief Accounting Officer report on September 18, 2026?
Sabrina Mekhalfa exercised 3,578 RSUs, receiving the same number of UPWK common shares, and sold 1,299 shares in a transaction mandated to cover tax withholding obligations related to the RSU vesting.
How many UPWK RSUs does the reporting person hold after this Form 4 transaction?
After the September 18, 2026 exercise, Sabrina Mekhalfa held 32,197 Restricted Stock Units, each representing a contingent right to receive one share of UPWORK, INC common stock, subject to future vesting conditions.
Is there a Rule 10b5-1 trading plan associated with this UPWK Form 4 filing?
No Rule 10b5-1 trading plan is reported. The plan-related checkbox is not marked, and the footnotes only describe routine RSU vesting and a mandated sell-to-cover tax transaction.
How do the UPWK RSUs reported here vest over time?
The RSUs vest in equal quarterly installments over three years, beginning on March 18, 2026, contingent on Sabrina Mekhalfa’s continued employment with UPWORK, INC on each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
