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UPWORK, INC — Director's Dealing 2025
May 20, 2025
31644_dirs_2025-05-19_bea62f78-f0f4-40cb-a310-656145f78d16.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2025-05-15
Reporting Person: Brown Hayden (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-05-15 | Common Stock | S | 60000.00 | $17.1575 | Disposed | 1106846.00 | Direct |
| 2025-05-18 | Common Stock | M | 9589.00 | — | Acquired | 1116435.00 | Direct |
| 2025-05-18 | Common Stock | M | 7611.00 | — | Acquired | 1124046.00 | Direct |
| 2025-05-18 | Common Stock | M | 14850.00 | — | Acquired | 1138896.00 | Direct |
| 2025-05-18 | Common Stock | M | 18333.00 | — | Acquired | 1157229.00 | Direct |
| 2025-05-19 | Common Stock | S | 5032.00 | $16.6082 | Disposed | 1152197.00 | Direct |
| 2025-05-19 | Common Stock | S | 3994.00 | $16.5945 | Disposed | 1148203.00 | Direct |
| 2025-05-19 | Common Stock | S | 7792.00 | $16.5808 | Disposed | 1140411.00 | Direct |
| 2025-05-19 | Common Stock | S | 9620.00 | $16.5628 | Disposed | 1130791.00 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-05-18 | Restricted Stock Units | $ | M | 9589.00 | Disposed | Common Stock (9589.00) | Direct | |
| 2025-05-18 | Restricted Stock Units | $ | M | 7611.00 | Disposed | Common Stock (7611.00) | Direct | |
| 2025-05-18 | Restricted Stock Units | $ | M | 14850.00 | Disposed | Common Stock (14850.00) | Direct | |
| 2025-05-18 | Restricted Stock Units | $ | M | 18333.00 | Disposed | Common Stock (18333.00) | Direct |
Footnotes
F1: This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 6, 2024.
F10: The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F11: The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
F12: 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.
F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.44 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.
F3: Reflects 3,105 shares acquired under the Issuer's employee stock purchase plan on May 14, 2025.
F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
F5: 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.
F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.5182 to $16.87 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.
F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.51 to $16.87 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.
F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.52 to $16.87 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.
F9: The RSUs vest 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.