UPWORK, INC·4

Jun 8, 4:57 PM ET

HARVEY KEVIN 4

4 · UPWORK, INC · Filed Jun 8, 2026

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Upwork Director Kevin Harvey Receives RSU Awards

What Happened Kevin Harvey, a director of Upwork, Inc. (UPWK), received two awards of restricted stock units (RSUs) on June 4, 2026: 20,880 RSUs and 6,207 RSUs (27,087 total). Both grants were reported as awards (transaction code A) and were issued at $0 per share (compensation awards, not purchases).

Key Details

  • Transaction date: June 4, 2026; Form 4 filed June 8, 2026 (timely filing).
  • Grant details:
    • 20,880 RSUs (F1): vest quarterly over four quarters starting Sept 30, 2026; final installment vests on the earlier of the issuer’s 2027 annual meeting date or June 30, 2027, subject to continued service.
    • 6,207 RSUs (F2): 100% vests on the earlier of the date immediately prior to the 2027 annual meeting or June 4, 2027, subject to continued service.
  • Price/consideration: $0.00 per share at grant (standard for RSU compensation); reported dollar value = $0.
  • Ownership notes: footnotes indicate some shares are held via an LLC controlled by the reporting person (F3) and via the reporting person’s family trust (F4).
  • Post‑transaction total shares beneficially owned were not specified in the provided data.

Context RSUs are a form of equity compensation that convert into shares upon vesting; these grants do not require cash outlay by the insider and are contingent on continued service through the vesting dates. These awards do not indicate a market purchase or sale and are typical for director compensation.

Insider Transaction Report

Form 4
Period: 2026-06-04
HARVEY KEVIN
Director
Transactions
  • Award

    Common Stock

    [F2]
    2026-06-04+20,880147,216 total
  • Award

    Common Stock

    [F1]
    2026-06-04+6,207126,336 total
Holdings
  • Common Stock

    [F3]
    (indirect: See footnote)
    1,751,315
  • Common Stock

    [F4]
    (indirect: See footnote)
    813,992
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]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.
  • [F3]Shares are held by a limited liability company controlled by the Reporting Person.
  • [F4]Shares are held by the Reporting Person's family trust.
Signature
/s/ Jacob McQuown, Attorney-in-Fact|2026-06-08

Documents

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  • 4
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