Mekhalfa Sabrina 4

What Happened

• Sabrina Mekhalfa, Chief Accounting Officer of Upwork, had 3,577 restricted stock units (RSUs) convert to common shares (reported as an exercise/conversion of a derivative). Of those, 1,482 shares were sold in the open market as a mandatory "sell-to-cover" to satisfy tax withholding, generating $18,247 in proceeds at a weighted average price of $12.31. The remaining 2,095 shares were retained (3,577 converted minus 1,482 sold).
• The conversion is reported under Form 4 code M (exercise/conversion of derivative). One conversion line shows a $0.00 disposition entry reflecting the derivative-to-share conversion rather than a market sale.

Key Details

• Transaction date: March 18, 2026; Form filed March 20, 2026 (timely).
• Sale: 1,482 shares sold, weighted average price $12.31, proceeds $18,247; sale prices ranged $12.13–$12.52 (footnote).
• Conversion/Vesting: 3,577 RSUs converted to common stock (footnote: each RSU = 1 share).
• Tax withholding: The 1,482-share sale was a mandated "sell-to-cover" to satisfy tax withholding under the company’s equity plan (not a discretionary trade).
• Shares owned after transaction: Not specified in this Form 4.
• RSU vesting schedule note: These RSUs vest in equal quarterly installments over three years beginning March 18, 2026 (footnote).

Context

• This activity is routine: the filing reflects RSU vesting and a mandatory sell-to-cover for taxes rather than a voluntary market sell driven by investment views. Purchases typically carry more interpretive weight than sell-to-cover transactions.
• For derivative entries: the Form 4 records the conversion/exercise of RSUs into common stock; a $0.00 disposition entry here indicates conversion/settlement rather than a cash sale of those converted shares.