Bottoms Dave 4
4 · UPWORK, INC · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) GM Dave Bottoms Sells Shares, Receives RSU/PSU Award
What Happened Dave Bottoms, GM, Marketplace at Upwork (UPWK), had a mix of derivative conversions/award vesting and open‑market sales. He exercised/converted 28,912 shares on 2026-02-17 and 3,750 shares on 2026-02-18, and on 2026-02-18 he was issued 81,833 RSU/PSU shares (earned PSUs vested 100% upon certification). Concurrently he sold 17,013 shares on 2026-02-18 (weighted avg price $13.80; proceeds $234,813) and 15,649 shares on 2026-02-19 (weighted avg price $13.51; proceeds $211,441). Total reported sale proceeds ≈ $446,254.
Key Details
- Transaction dates/prices: 2/18 — 17,013 shares at $13.80 (weighted avg; sales ranged $13.34–$14.085); 2/19 — 15,649 shares at $13.51 (weighted avg; sales ranged $13.28–$13.79).
- Derivative activity: 28,912 and 3,750 shares converted/exercised on 2/17 and 2/18; 81,833 RSU/PSU shares granted/issued on 2/18.
- Shares sold likely include "sell to cover" for tax withholding tied to vesting (mandated by issuer election) — these sales are not discretionary. One sale was executed under a Rule 10b5‑1 plan.
- Footnotes: F1 = each RSU/PSU converts to one common share; F2 = sell‑to‑cover tax withholding; F6 = PSUs certified and vested 100% as of 2/17/2026; F7/F8 = RSU vesting schedules.
- Shares owned after the transactions: not disclosed in the Form 4.
- Filing timeliness: Form filed 2026-02-19 for a 2026-02-17 report date — filing appears timely (no late filing indicated).
Context This filing shows award vesting and conversion of derivative securities with partial disposition of shares primarily to satisfy tax withholding and per a prearranged 10b5‑1 plan. For retail investors, note that vesting and sell‑to‑cover transactions are routine and do not necessarily indicate an insider view on company prospects; outright purchases are generally more informative about insider bullishness.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-17+28,912→ 29,257 total - Exercise/Conversion
Common Stock
[F1]2026-02-18+3,750→ 33,007 total - Sale
Common Stock
[F2][F3]2026-02-18$13.80/sh−17,013$234,813→ 15,994 total - Sale
Common Stock
[F4][F5]2026-02-19$13.51/sh−15,649$211,441→ 345 total - Exercise/Conversion
Performance Stock Units
[F1][F6]2026-02-17−28,912→ 0 total→ Common Stock (28,912 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F7]2026-02-18−3,750→ 15,000 total→ Common Stock (3,750 underlying) - Award
Restricted Stock Units
[F1][F8]2026-02-18+81,833→ 81,833 total→ Common Stock (81,833 underlying)
Footnotes (8)
- [F1]Each restricted stock unit ("RSU") or performance stock unit ("PSU") 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 or PSUs 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 $13.34 to $14.085 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]This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 30, 2025.
- [F5]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.28 to $13.79 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.
- [F6]Represents earned PSUs that vested based on the achievement of performance criteria for a performance period that ended on December 31, 2025, as certified by the compensation committee of the board of directors of the Issuer on February 17, 2026. The earned PSUs vested 100% upon certification.
- [F7]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F8]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.