LAYTON THOMAS 4
4 · UPWORK, INC · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) Director Layton Thomas Receives 33,859 RSUs
What Happened
Layton Thomas, a director of Upwork, was awarded three restricted stock unit (RSU) grants on June 4, 2026, totaling 33,859 RSUs (6,207 + 6,772 + 20,880). Each grant was recorded at $0.00 per share (awards/compensation), so no cash changed hands at grant. These are awards (code A on the Form 4), not open‑market purchases or sales.
Key Details
- Transaction date: June 4, 2026; Form 4 filed June 8, 2026 (filed within the typical two business‑day window).
- Grants: 6,207 RSUs; 6,772 RSUs; 20,880 RSUs — total 33,859 RSUs; acquisition price reported $0.00.
- Vesting/conditions (footnotes):
- F1: One award vests quarterly over four quarters (first vesting 9/30/2026), with final installment vesting by the earlier of the issuer’s 2027 annual meeting or June 30, 2027, subject to continued service.
- F3: One award vests 100% on the earlier of the issuer’s 2027 annual meeting or June 4, 2027, subject to continued service.
- Gift/trust notes: F2 reflects a prior gift of 21,365 shares by the reporting person to a trust; F4 notes shares are held by that trust for the reporting person’s benefit. Gifts to trusts are not the same as market sales and don’t necessarily indicate trading sentiment.
- Shares owned after the reported grants were not specified in the provided excerpt of the filing.
Context
These entries are RSU awards — executive/board compensation that vests over time if the director remains in service. Awards recorded at $0.00 mean they were granted, not purchased; value to the insider (and tax consequences) will depend on the stock price when RSUs vest. Gifts into a trust are separate estate/wealth‑planning moves and should not be read as a buy/sell signal.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-06-04+6,207→ 24,644 total - Award
Common Stock
[F1]2026-06-04+6,772→ 31,416 total - Award
Common Stock
[F3]2026-06-04+20,880→ 52,296 total
- 1,639,134(indirect: See footnote)
Common Stock
[F2][F4]
Footnotes (4)
- [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.
- [F2]Reflects a gift of 21,365 shares by the Reporting Person to a trust for the benefit of the Reporting Person.
- [F3]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.
- [F4]Shares are held by a trust for the benefit of the Reporting Person.