Hayden Brown - 17 Feb 2026 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
President & CEO, Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol
UPWK
Transactions as of
17 Feb 2026
Net transactions value
-$1,698,959
Form type
4
Filing time
19 Feb 2026, 20:02:10 UTC
Previous filing
22 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Brown Hayden President & CEO, Director C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO /s/ Jacob McQuown, Attorney-in-Fact 19 Feb 2026 0001753662

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +127,678 +18% 848,836 17 Feb 2026 Direct F1
transaction UPWK Common Stock Options Exercise +9,589 +1.1% 858,425 18 Feb 2026 Direct F1
transaction UPWK Common Stock Options Exercise +7,611 +0.89% 866,036 18 Feb 2026 Direct F1
transaction UPWK Common Stock Options Exercise +14,850 +1.7% 880,886 18 Feb 2026 Direct F1
transaction UPWK Common Stock Options Exercise +18,333 +2.1% 899,219 18 Feb 2026 Direct F1
transaction UPWK Common Stock Sale $1,009,659 -73,152 -8.1% $13.80 826,067 18 Feb 2026 Direct F2, F3
transaction UPWK Common Stock Sale $689,300 -50,000 -6.1% $13.79 776,067 18 Feb 2026 Direct F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPWK Performance Stock Units Options Exercise $0 -127,678 -100% $0.000000 0 17 Feb 2026 Common Stock 127,678 Direct F1, F6
transaction UPWK Restricted Stock Units Options Exercise $0 -9,589 -100% $0.000000 0 18 Feb 2026 Common Stock 9,589 Direct F1, F7
transaction UPWK Restricted Stock Units Options Exercise $0 -7,611 -100% $0.000000 0 18 Feb 2026 Common Stock 7,611 Direct F1, F8
transaction UPWK Restricted Stock Units Options Exercise $0 -14,850 -20% $0.000000 59,400 18 Feb 2026 Common Stock 14,850 Direct F1, F9
transaction UPWK Restricted Stock Units Options Exercise $0 -18,333 -20% $0.000000 73,334 18 Feb 2026 Common Stock 18,333 Direct F1, F10
transaction UPWK Restricted Stock Units Award $0 +218,221 $0.000000 218,221 18 Feb 2026 Common Stock 218,221 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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.
F10 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.
F11 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.
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 November 19, 2025.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.34 to $14.14 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 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
F8 The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F9 The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.