Brown Hayden 4

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.