Upwork (UPWK) CEO Hayden Brown Converts RSUs, Sells 23,893 Shares

What Happened
Hayden Brown, President & CEO and a director of Upwork (UPWK), had restricted stock units (RSUs) convert into 46,410 shares (17,733 and 28,677 shares from two awards) on Sept. 18, 2026. To satisfy tax withholding on vesting, 23,893 of those shares were sold in a "sell-to-cover" transaction at a weighted average price of $8.45, generating proceeds of $201,917. These transactions were reported on a Form 4 filed 2026-09-22.

Key Details

• Transaction date: 2026-09-18; Form 4 filed: 2026-09-22.
• Conversion/exercise type: Code M (exercise/conversion of derivative) — RSUs converted into shares (46,410 total: 17,733 + 28,677).
• Sale: 23,893 shares sold, weighted average price $8.45; trade prices ranged $8.315–$8.52 per share (total proceeds $201,917).
• Footnotes: F1 = each RSU = right to one share; F2 = sale was required to cover tax withholding (sell-to-cover), not a discretionary open-market sale; F3 = reported price is weighted average; F4/F5 = RSU awards vest quarterly over four years beginning 6/18/2024 and 6/18/2025 respectively.
• Shares owned after the transaction: not stated in the provided filing details.
• Filing timeliness: no late filing indicated.

Context
These were RSU vesting and conversion events, with a mandatory sell-to-cover to satisfy tax withholding — a common administrative transaction for executives when equity vests. The M codes reflect conversion/exercise of derivative awards (RSUs here); the partial immediate sale to cover taxes does not necessarily signal a buy/sell market view by the insider.