Brown Hayden 4
4 · UPWORK, INC · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) CEO Hayden Brown Sells 123,152 Shares
What Happened Hayden Brown, President, CEO and a director of Upwork (UPWK), reported multiple transactions on Feb 17–18, 2026. He sold 73,152 shares at a weighted average price of $13.80 (proceeds $1,009,659) and 50,000 shares at $13.79 (proceeds $689,300), for total open-market proceeds of $1,698,959. Separately, Brown converted/exercised a series of RSU/PSU awards (totaling 178,061 shares across Feb 17–18) and was reported as receiving/being granted 218,221 RSUs/PSUs on Feb 18, 2026. Some of the converted shares were immediately disposed of to cover tax withholding (reported as derivative disposals at $0).
Key Details
- Dates: Transactions reported for Feb 17–18, 2026; Form 4 filed Feb 19, 2026 (timely).
- Open-market sales: 73,152 shares @ weighted avg $13.80 (range $13.34–$14.085 per F3); 50,000 shares @ weighted avg $13.79 (range $13.34–$14.14 per F5). Total proceeds ≈ $1.699M.
- Derivative activity: Exercises/conversions totaling 178,061 shares (M code) and a grant/award of 218,221 RSU/PSU shares (A code).
- Tax withholding / sell-to-cover: Certain shares were sold to satisfy tax withholding per issuer-mandated "sell to cover" (F2) and are not discretionary trades by Brown.
- 10b5-1 plan: At least part of the open-market sale was effected pursuant to a Rule 10b5-1 trading plan adopted Nov 19, 2025 (F4).
- Vesting certification: Footnote F6 notes earned PSUs for the period ending Dec 31, 2025 were certified and vested 100% on Feb 17, 2026.
- Shares owned after transaction: Not specified in the provided filing excerpt.
Context The filing shows both routine insider award vesting/conversions (RSUs/PSUs converting to shares) and subsequent sales. The derivative entries reflect awards/vesting and "sell-to-cover" tax withholding (common and not a discretionary market sell). The open-market sales were executed under a trading plan (10b5-1), which schedules trades and does not necessarily signal a change in insider sentiment. Purchases would be more indicative of a bullish signal; this filing primarily records awards, conversions, and sales.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-17+127,678→ 848,836 total - Exercise/Conversion
Common Stock
[F1]2026-02-18+9,589→ 858,425 total - Exercise/Conversion
Common Stock
[F1]2026-02-18+7,611→ 866,036 total - Exercise/Conversion
Common Stock
[F1]2026-02-18+14,850→ 880,886 total - Exercise/Conversion
Common Stock
[F1]2026-02-18+18,333→ 899,219 total - Sale
Common Stock
[F2][F3]2026-02-18$13.80/sh−73,152$1,009,659→ 826,067 total - Sale
Common Stock
[F4][F5]2026-02-18$13.79/sh−50,000$689,300→ 776,067 total - Exercise/Conversion
Performance Stock Units
[F1][F6]2026-02-17−127,678→ 0 total→ Common Stock (127,678 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F7]2026-02-18−9,589→ 0 total→ Common Stock (9,589 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F8]2026-02-18−7,611→ 0 total→ Common Stock (7,611 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F9]2026-02-18−14,850→ 59,400 total→ Common Stock (14,850 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F10]2026-02-18−18,333→ 73,334 total→ Common Stock (18,333 underlying) - Award
Restricted Stock Units
[F1][F11]2026-02-18+218,221→ 218,221 total→ Common Stock (218,221 underlying)
Footnotes (11)
- [F1]Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F10]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F11]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F2]Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs or PSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- [F3]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.085 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F4]This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 19, 2025.
- [F5]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.14 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F6]Represents earned PSUs that vested based on the achievement of performance criteria for a performance period that ended on December 31, 2025, as certified by the compensation committee of the board of directors of the Issuer on February 17, 2026. The earned PSUs vested 100% upon certification.
- [F7]The RSUs vest 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
- [F8]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F9]The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.