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  4. [Form 4] UPWORK, INC Insider Trading Activity

Upwork (UPWK) director awarded new restricted stock unit grants

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

Rhea-AI Filing Summary

LISSY DAVID H reported acquisition or exercise transactions in this Form 4 filing.

Upwork director David H. Lissy reported receiving two new grants of Upwork common stock in the form of restricted stock units (RSUs). One award covers 20,880 shares that vest in three equal parts on June 4, 2027, June 4, 2028, and the earlier of the date immediately prior to Upwork’s 2029 annual stockholder meeting or December 31, 2029, subject to continued service. A second award covers 45,146 RSUs that vest 100% on the earlier of the date immediately prior to the 2027 annual meeting or June 4, 2027, also conditioned on continued service.

Positive

  • None.

Negative

  • None.
Insider LISSY DAVID H
Role null
Type Security Shares Price Value
Grant/Award Common Stock 45,146 $0.00 --
Grant/Award Common Stock 20,880 $0.00 --
Holdings After Transaction: Common Stock — 45,146 shares (Direct, null)
Footnotes (1)
  1. Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3 of the total number of shares on each of June 4, 2027 and June 4, 2028, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders and (b) December 31, 2029, in each case subject to continued service through each vesting 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.
RSU award 1 size 20,880 shares Restricted stock units granted on June 4, 2026
RSU award 2 size 45,146 shares Restricted stock units granted on June 4, 2026
Vesting for 20,880 RSUs 1/3 each in 2027, 2028, 2029 trigger Service-based vesting through 2029 or earlier meeting date
Vesting for 45,146 RSUs 100% single vest Earlier of 2027 annual meeting or June 4, 2027
Shares after first award 66,026 shares Total common stock following 20,880-share grant
Shares after second award 45,146 shares Total common stock following 45,146-share grant entry
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3..."
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
"on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders..."
vesting financial
"The RSUs vest as to 1/3 of the total number of shares on each of June 4, 2027..."
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.
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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*
LISSY DAVID H
(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)
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 Stock06/04/2026A45,146(1)A$0.0045,146D
Common Stock06/04/2026A20,880(2)A$0.0066,026D
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 as to 1/3 of the total number of shares on each of June 4, 2027 and June 4, 2028, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2029 annual meeting of stockholders and (b) December 31, 2029, in each case subject to continued service through each vesting 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.
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

FAQ

What insider transaction did Upwork (UPWK) report for David H. Lissy?

Upwork reported that director David H. Lissy received two grants of restricted stock units. One grant covers 20,880 RSUs and the other covers 45,146 RSUs, both tied to future service-based vesting schedules.

How many Upwork RSUs were granted to director David H. Lissy?

David H. Lissy received 20,880 RSUs in one award and 45,146 RSUs in a separate award. These restricted stock units convert into shares of common stock only as they vest over the specified dates.

What is the vesting schedule for David H. Lissy’s 20,880 Upwork RSUs?

The 20,880 RSUs vest in three equal installments. One-third vests on June 4, 2027, one-third on June 4, 2028, and the final third on the earlier of the date before the 2029 annual meeting or December 31, 2029.

When do David H. Lissy’s 45,146 Upwork RSUs vest?

All 45,146 RSUs vest in a single tranche. They vest on the earlier of the date immediately prior to Upwork’s 2027 annual meeting of stockholders or June 4, 2027, assuming Lissy continues to serve through that date.

Did David H. Lissy buy or sell Upwork stock in this Form 4?

The Form 4 reports awards of restricted stock units, not open-market trades. Both transactions are coded as grants (code A), representing equity compensation rather than stock purchases or sales for cash.