LAYTON THOMAS 4

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.