Brown Hayden 4
4 · UPWORK, INC · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
Upwork (UPWK) CEO Hayden Brown Sells Shares, Exercises RSUs
What Happened
- Hayden Brown, President & CEO and a director of Upwork (UPWK), had RSUs convert to common stock on 2026-03-18 (totaling 46,410 shares: 17,733 + 28,677). To satisfy tax-withholding obligations, 23,745 of those shares were sold in the open market for a weighted average price of $12.31, generating about $292,344. The remaining vested shares were retained by the reporting person.
Key Details
- Transaction date: 2026-03-18; Form 4 filed 2026-03-20 (timely filing).
- RSUs converted/exercised: 17,733 and 28,677 shares (total 46,410).
- Shares sold (sell-to-cover for taxes): 23,745 shares at a weighted avg $12.31; sale prices ranged $12.13–$12.52.
- Reported sale value: $292,344 (weighted average price; number of shares sold at each price available on request per footnote).
- Shares owned after transaction: not stated in this filing.
- Footnotes of note:
- These were RSUs (each equals one share on vesting).
- The sale was a mandatory “sell-to-cover” for tax withholding—not a discretionary sell.
- Two RSU grants have quarterly vesting over four years starting 6/18/2024 and 6/18/2025, respectively.
Context
- This was not a buy signal: the sale was to cover taxes on vested RSUs rather than an independent decision to sell stock. The filing documents conversion of RSUs into shares and a cashless/sell-to-cover disposition of part of those shares. Such transactions are routine for executives receiving equity compensation and do not alone indicate a change in insider sentiment.
Insider Transaction Report
Form 4
UPWORK, INCUPWK
Brown Hayden
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-18+17,733→ 793,800 total - Exercise/Conversion
Common Stock
[F1]2026-03-18+28,677→ 822,477 total - Sale
Common Stock
[F2][F3]2026-03-18$12.31/sh−23,745$292,344→ 798,732 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-18−17,733→ 141,866 total→ Common Stock (17,733 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-03-18−28,677→ 344,130 total→ Common Stock (28,677 underlying)
Footnotes (5)
- [F1]Each restricted stock unit ("RSU") 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 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 $12.13 to $12.52 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]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.
- [F5]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.
Signature
/s/ Jacob McQuown, Attorney-in-Fact|2026-03-20