Bottoms Dave 4

What Happened

• Dave Bottoms, GM, Marketplace at Upwork, converted a total of 20,908 vested RSUs into common stock on March 18, 2026. The converted shares were reported as "exercise/conversion" and an equal number (20,908) were reported as disposed at $0.00 to satisfy tax withholding (sell‑to‑cover).
• Separately, Bottoms sold 11,575 shares on March 18 at a weighted average price of $12.31 for approximately $142,509, and sold 7,000 shares on March 19 at a weighted average price of $11.49 for approximately $80,448. Total reported cash proceeds from the open‑market sales = $222,957.

Key Details

• Transaction dates: RSU conversions and sell‑to‑cover on 2026-03-18; open‑market sales on 2026-03-18 and 2026-03-19. Filing date: 2026-03-20 (timely).
• RSUs converted: 8,980 + 6,024 + 5,904 = 20,908 shares; same 20,908 reported as withheld/surrendered for tax (reported as derivative dispositions at $0).
• Open‑market sales: 11,575 shares @ weighted $12.31 (range $12.13–$12.52) = $142,509; 7,000 shares @ weighted $11.49 (range $11.33–$11.72) = $80,448. One open‑market sale was effected pursuant to a Rule 10b5‑1 trading plan adopted May 30, 2025.
• Footnotes: F2 = sell‑to‑cover mandated under issuer’s equity plan (not a discretionary trade). F3/F5 = reported prices are weighted averages with ranges; full price breakdowns available on request.
• Shares owned after transaction: Not reported in this Form 4.

Context

• These were RSU conversions (not option purchases) with immediate withholding/sale to cover taxes — a common administrative step that does not necessarily indicate an additional voluntary sale decision for the withheld portion.
• The additional open‑market sales generated cash proceeds and included at least one 10b5‑1 plan trade, which is an automated trading plan established earlier (May 30, 2025). Such sales can be pre‑scheduled and are not necessarily contemporaneous expressions of sentiment.