Dave Bottoms - 17 Feb 2026 Form 4 Insider Report for UPWORK, INC (UPWK)

Reporting relationship: GM, Marketplace
Issuer ticker: UPWK
Reported as of: 17 Feb 2026
Net transaction value: -$446,255
SEC form: 4
Accepted by SEC: 19 Feb 2026, 20:02:28 UTC
Prior SEC filing: 22 Dec 2025
Next SEC filing: 20 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Jacob McQuown, Attorney-in-Fact

Key filing fact

Dave Bottoms filed Form 4 for UPWORK, INC (UPWK) on 19 Feb 2026.

Key facts

This page summarizes Dave Bottoms's Form 4 filing for UPWORK, INC (UPWK).
7 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 19 Feb 2026, 20:02.

Change

Previous filing in this sequence was filed on 22 Dec 2025.
Current net transaction value: -$446,255.

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 0002019194 Primary reporting owner

Bottoms Dave

Relationship: GM, Marketplace
Address: C/O UPWORK INC., 530 LYTTON AVENUE, SUITE 301, PALO ALTO
Signature: /s/ Jacob McQuown, Attorney-in-Fact
Signature date: 19 Feb 2026

Reported non-derivative transactions

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

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +28,912
Change %: +8380%
Price
Shares after: 29,257
Date: 17 Feb 2026
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +3,750
Change %: +13%
Price
Shares after: 33,007
Date: 18 Feb 2026
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Sale

Transaction value: $234,813
Shares: -17,013
Change %: -52%
Price: $13.80
Shares after: 15,994
Date: 18 Feb 2026
Ownership: Direct
Footnotes: F2, F3

UPWK transaction

Common Stock

Sale

Transaction value: $211,441
Shares: -15,649
Change %: -98%
Price: $13.51
Shares after: 345
Date: 19 Feb 2026
Ownership: Direct
Footnotes: F4, F5

Reported derivative securities

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

UPWK transaction Derivative

Performance Stock Units

Options Exercise

Transaction value: $0
Shares: -28,912
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 17 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 28,912
Exercise price
Footnotes: F1, F6

UPWK transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -3,750
Change %: -20%
Price: $0.000000
Shares after: 15,000
Date: 18 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,750
Exercise price
Footnotes: F1, F7

UPWK transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +81,833
Change %
Price: $0.000000
Shares after: 81,833
Date: 18 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 81,833
Exercise price
Footnotes: F1, F8

^* 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 8 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 30, 2025.

Footnote 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.

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.

Footnote 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.

Footnote 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.