Bottoms Dave 4

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.