KELMAN GLENN 4

What Happened

• Glenn Kelman, a director of Upwork, received two awards totaling 27,087 restricted stock units (6,207 RSUs and 20,880 RSUs) on June 4, 2026. Each award was granted at $0.00 (code A for award/grant); the Form 4 was filed on June 8, 2026. These are compensation awards (not open‑market purchases or sales) and will convert to shares only as they vest.

Key Details

• Transaction date: 2026-06-04; Filing date (Form 4): 2026-06-08 (filed within required two business days).
• Grant price reported: $0.00 (standard for RSU awards); total granted: 27,087 RSUs.
• Shares owned after transaction: not specified in the provided filing.
• Footnote F1 (pertains to one award): 6,207 RSUs vest quarterly over four quarters, beginning 2026-09-30; final installment will fully vest earlier of the date immediately before Upwork’s 2027 annual meeting or June 30, 2027, subject to continued service.
• Footnote F2 (pertains to the other award): 20,880 RSUs vest 100% on the earlier of the date immediately before Upwork’s 2027 annual meeting or June 4, 2027, subject to continued service.

Context

• RSUs are restricted awards that only become common stock when they vest; they do not represent immediately tradable shares. Such grants are common as director/executive compensation and should be viewed as compensation-related, not a direct bullish or bearish trade by the insider.