Brown Hayden 4

What Happened

• Hayden Brown, President & CEO and a director of Upwork (UPWK), had RSUs convert to common stock on 2026-03-18 (totaling 46,410 shares: 17,733 + 28,677). To satisfy tax-withholding obligations, 23,745 of those shares were sold in the open market for a weighted average price of $12.31, generating about $292,344. The remaining vested shares were retained by the reporting person.

Key Details

• Transaction date: 2026-03-18; Form 4 filed 2026-03-20 (timely filing).
• RSUs converted/exercised: 17,733 and 28,677 shares (total 46,410).
• Shares sold (sell-to-cover for taxes): 23,745 shares at a weighted avg $12.31; sale prices ranged $12.13–$12.52.
• Reported sale value: $292,344 (weighted average price; number of shares sold at each price available on request per footnote).
• Shares owned after transaction: not stated in this filing.
• Footnotes of note:
  • These were RSUs (each equals one share on vesting).
  • The sale was a mandatory “sell-to-cover” for tax withholding—not a discretionary sell.
  • Two RSU grants have quarterly vesting over four years starting 6/18/2024 and 6/18/2025, respectively.

Context

• This was not a buy signal: the sale was to cover taxes on vested RSUs rather than an independent decision to sell stock. The filing documents conversion of RSUs into shares and a cashless/sell-to-cover disposition of part of those shares. Such transactions are routine for executives receiving equity compensation and do not alone indicate a change in insider sentiment.