Hayden Brown - 17 Sep 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
19 Sep 2025, 17:55:56 UTC
Prior SEC filing
19 Aug 2025
Next SEC filing
20 Nov 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jacob McQuown, Attorney-in-Fact

Key filing fact

Hayden Brown filed Form 4 for UPWORK, INC (UPWK) on 19 Sep 2025.

Key facts

  • This page summarizes Hayden Brown's Form 4 filing for UPWORK, INC (UPWK).
  • 8 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 19 Sep 2025, 17:55.

Change

  • Previous filing in this sequence was filed on 19 Aug 2025.
  • Current net transaction value: -$1,568,198.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001753662 Primary reporting owner

Brown Hayden

Relationship
President & CEO, Director
Address
C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Signature date
19 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

UPWK transaction

Common Stock

Sale

Transaction value
$360,000
Shares
-20,000
Change %
-1.8%
Price
$18.00
Shares after
1,098,291
Date
17 Sep 2025
Ownership
Direct
Footnotes
F1
UPWK transaction

Common Stock

Sale

Transaction value
$380,000
Shares
-20,000
Change %
-1.8%
Price
$19.00
Shares after
1,078,291
Date
18 Sep 2025
Ownership
Direct
Footnotes
F1
UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares
+17,734
Change %
+1.6%
Price
Shares after
1,096,025
Date
18 Sep 2025
Ownership
Direct
Footnotes
F2
UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares
+28,677
Change %
+2.6%
Price
Shares after
1,124,702
Date
18 Sep 2025
Ownership
Direct
Footnotes
F2
UPWK transaction

Common Stock

Sale

Transaction value
$428,198
Shares
-22,344
Change %
-2%
Price
$19.16
Shares after
1,102,358
Date
18 Sep 2025
Ownership
Direct
Footnotes
F3, F4
UPWK transaction

Common Stock

Sale

Transaction value
$400,000
Shares
-20,000
Change %
-1.8%
Price
$20.00
Shares after
1,082,358
Date
19 Sep 2025
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

UPWK transaction Derivative

Restricted Stock Unit

Options Exercise

Transaction value
$0
Shares
-17,734
Change %
-9.1%
Price
$0.000000
Shares after
177,332
Date
18 Sep 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
17,734
Exercise price
Footnotes
F2, F5
UPWK transaction Derivative

Restricted Stock Unit

Options Exercise

Transaction value
$0
Shares
-28,677
Change %
-6.7%
Price
$0.000000
Shares after
401,485
Date
18 Sep 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
28,677
Exercise price
Footnotes
F2, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 6 footnotes

Footnote F1

This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 6, 2024.

Footnote F2

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

Footnote F3

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 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.

Footnote F4

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.89 to $19.495 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.

Footnote F5

The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

Footnote F6

The RSUs vest in equal quarterly installments over four years beginning on June 18, 2025, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

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