Kappus Anthony Ray 4
4 · UPWORK, INC · Filed May 20, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) COO Anthony Kappus Exercises RSUs, Sells 1,905 Shares
What Happened
Anthony Kappus, Chief Operating Officer of Upwork (UPWK), had 5,114 restricted stock units (RSUs) convert into common shares on May 18, 2026. To satisfy tax withholding on the vesting, 1,905 of those shares were sold in the open market at a weighted average price of $8.66 for total proceeds of $16,504. The filing also shows the derivative position for 5,114 RSUs was converted (reported as a $0 disposition of the derivative) and 5,114 shares were acquired — resulting in a net increase of approximately 3,209 shares retained by Kappus.
Key Details
- Transaction date: May 18, 2026; Form 4 filed May 20, 2026.
- Sale: 1,905 shares disposed at a weighted average price of $8.66 (range $8.57–$8.73) for $16,504 (footnote F3).
- Conversion/Exercise: 5,114 RSUs converted to 5,114 common shares (derivative disposition reported at $0) (codes M).
- Net retained from this vesting: 5,114 acquired − 1,905 sold = ~3,209 shares retained.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: F1 explains RSUs equal one share each on vesting; F2 confirms the 1,905-share sale was a mandatory "sell to cover" for taxes (not a discretionary sale); F4 notes these RSUs vest in equal quarterly installments over four years beginning May 18, 2026.
- Timeliness: Filed two days after the transaction date; no late-filing flag indicated.
Context
This was primarily a routine RSU vesting event, not an independent open-market purchase or a discretionary sale for investment reasons. The sale of 1,905 shares was a mandated sell-to-cover for tax withholding, which is common in equity compensation plans. The derivative code (M) indicates conversion/exercise of the RSU award into common shares.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-18+5,114→ 5,114 total - Sale
Common Stock
[F2][F3]2026-05-18$8.66/sh−1,905$16,504→ 3,209 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-05-18−5,114→ 76,719 total→ Common Stock (5,114 underlying)
Footnotes (4)
- [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 $8.57 to $8.73 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 May 18, 2026, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.