Brown Hayden 4
4 · UPWORK, INC · Filed Jun 23, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) CEO Hayden Brown Converts RSUs, Sells 23,468 Shares
What Happened Hayden Brown, President & CEO and a director of Upwork (UPWK), had restricted stock units (RSUs) convert into 46,411 shares on June 18, 2026. Of those, 23,468 shares were sold in the open market at a weighted average price of $8.15 per share, generating approximately $191,281. The remaining 22,943 shares from the conversion were issued to Brown and were not sold in this transaction.
Key Details
- Transaction date: June 18, 2026; Form 4 filed June 23, 2026. The filing does not indicate a late-report designation.
- Sale: 23,468 shares sold in multiple trades at a weighted average price of $8.15 (range $8.02–$8.25), proceeds ≈ $191,281. (Footnote F3)
- Conversion: 46,411 RSUs converted to shares (17,733 + 28,678). Two conversion entries reflect these RSU grants. (Footnote F1)
- Tax withholding: The 23,468-share sale was a mandated "sell to cover" to satisfy tax withholding on vesting (footnote F2), not a discretionary market sale.
- Shares owned after transaction: The filing provided conversions and the sell-to-cover amount; it does not state total post-transaction holdings beyond the 22,943 converted-but-not-sold shares.
Context
- These were RSU conversions (contingent rights to receive one share per RSU), not stock option purchases. The RSU grants vest quarterly over four years (one grant beginning June 18, 2024 — F4; the other beginning June 18, 2025 — F5).
- Because the sale was a mandatory sell-to-cover for taxes, it should not be interpreted as an independent bullish or bearish signal by the insider.
Insider Transaction Report
Form 4
UPWORK, INCUPWK
Brown Hayden
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-06-18+17,733→ 792,285 total - Exercise/Conversion
Common Stock
[F1]2026-06-18+28,678→ 820,963 total - Sale
Common Stock
[F2][F3]2026-06-18$8.15/sh−23,468$191,281→ 797,495 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-06-18−17,733→ 124,133 total→ Common Stock (17,733 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-06-18−28,678→ 315,452 total→ Common Stock (28,678 underlying)
Footnotes (5)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [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 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 $8.02 to $8.25 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]The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F5]The RSUs vest in equal quarterly installments over four years beginning on June 18, 2025, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
Signature
/s/ Jacob McQuown, Attorney-in-Fact|2026-06-23