Gessert Erica 4

What Happened

• Erica Gessert, Chief Financial Officer of Upwork, Inc. (UPWK), had restricted stock units (RSUs) convert to common stock on June 18, 2026 and a portion of the resulting shares were sold to satisfy tax withholding. The filing shows conversions of 8,432 and 9,700 RSUs and a weighted-average open-market sale of 9,169 shares at $8.15 for total proceeds of $74,734. Two additional disposition entries (8,432 and 9,700 shares) are reported at $0 and reflect shares withheld to cover tax obligations.

Key Details

• Transaction date: 2026-06-18; Form 4 filed: 2026-06-23 (reporting the 6/18 transactions).
• Open-market sale: 9,169 shares at a weighted average price of $8.15; proceeds $74,734. Reported sale prices ranged $8.02–$8.25 per share (footnote F3).
• Conversions/dispositions: 8,432 and 9,700 RSUs converted to shares; those same amounts were shown as disposed at $0 to satisfy tax withholding (footnote F2).
• Footnotes: F1 explains RSUs represent rights to one share each; F4/F5 describe quarterly vesting schedules for the two RSU grants; F2 indicates the sell-to-cover was mandated by the company’s plan.
• Shares owned after the transactions are not specified in the provided excerpt.

Context

• These entries reflect RSU vesting and routine sell-to-cover tax withholding rather than a discretionary stock sale. Derivative code "M" here indicates conversion/settlement of RSUs to common stock. Such sell-to-cover transactions are common when equity awards vest and do not necessarily signal insider sentiment about the company.