Gessert Erica 4

What Happened

• Erica Gessert, Chief Financial Officer of Upwork, had 18,132 restricted stock units (RSUs) convert to common shares on 2026-03-18 (8,433 + 9,699). As part of that conversion/settlement, 9,278 shares were sold in the open market at a weighted average price of $12.31 for total proceeds of $114,231. The conversion/disposition entries showing $0 proceeds reflect shares withheld/used in connection with the RSU settlement and tax withholding.

Key Details

• Transaction date: 2026-03-18; Form 4 filed 2026-03-20 (no late filing indicated).
• Shares converted (RSU vesting): 8,433 and 9,699 = 18,132 shares (Footnotes F1, F4, F5).
• Shares sold: 9,278 shares at a weighted average price of $12.31; proceeds $114,231. Sales executed at prices ranging $12.13–$12.52 (Footnote F3).
• Tax withholding / sell-to-cover: The sale represents shares required to be sold to satisfy tax withholding on the RSU vesting (Footnote F2), not a discretionary open-market sale by the insider.
• Net shares added from the vesting: 18,132 − 9,278 = 8,854 net shares retained. Total shares owned after the transaction are not specified in the provided excerpt.

Context

• These entries reflect RSU vesting and a routine sell-to-cover for taxes rather than a standalone investment decision. For derivative/RSU transactions, it’s common for companies to require or permit withholding/sales to satisfy tax obligations; such transactions are typically administrative and do not necessarily indicate the insider’s market view.