Brown Hayden 4

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.