Autodesk CLO Ruth Ann Keene reports 2,761-share sale under 10b5-1 plan

Rhea-AI Filing Summary

Autodesk insider Ruth Ann Keene, EVP of Corporate Affairs and CLO, reported a sale of 2,761 shares of Autodesk common stock on 09/03/2025 at a reported price of $315.1 per share. Following the sale, she beneficially owns 80,255 shares, which the filing notes include 13,448 unvested restricted stock units. The filing is marked to indicate the transaction was made pursuant to a written plan intended to qualify for the Rule 10b5-1 affirmative defense. The Form 4 was signed by an attorney-in-fact on 09/04/2025. The document contains no other transactions, derivative activity, or commentary.

Positive

• Transaction disclosed as made pursuant to a Rule 10b5-1 written plan, indicating pre-planned trading
• Transparency on holdings: filing specifies total beneficial ownership and discloses 13,448 unvested RSUs

Negative

• Insider sale of 2,761 shares was executed, which reduces the reporting person’s stake (post-sale ownership 80,255 shares)

Insights

Corporate Governance Expert

TL;DR: Routine, pre-planned insider sale disclosed under a 10b5-1 plan; ownership remains materially intact with unvested RSUs.

The reporting officer disclosed a small open-market sale of 2,761 shares at $315.1 per share and retains 80,255 shares including 13,448 unvested RSUs. The filing’s checkmark referencing a 10b5-1 plan suggests the sale was executed under a pre-established trading plan, which reduces concerns about opportunistic trading around undisclosed information. From a governance perspective, the filing is routine and transparent; no director departures, option exercises, or derivative transactions were reported.

Securities Analyst

TL;DR: Insider sale is modest relative to total holdings; disclosure of unvested RSUs clarifies retained economic exposure.

The sale of 2,761 shares represents a small portion of the officer’s reported 80,255-share position (post-sale). Disclosure that 13,448 shares are unvested RSUs is useful for assessing near-term dilution and retention incentives. There are no reported option exercises or other derivative transactions to suggest a broader change in compensation realization strategy. Overall, the data are informational and not materially market-moving by themselves.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keene Ruth Ann

(Last) (First) (Middle)

ONE MARKET, SUITE 400

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Autodesk, Inc. [ ADSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Corp Affairs, CLO

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		S		2,761	D	$315.1	80,255(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The total securities beneficially owned includes 13,448 shares of unvested Restricted Stock Units.

Remarks:

	Melissa Hoge, Attorney-in-Fact for Ruth Ann Keene	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ruth Ann Keene report in the Form 4 for ADSK?

She reported a sale of 2,761 shares on 09/03/2025 at $315.1 per share and a post-transaction beneficial ownership of 80,255 shares.

Was the ADSK transaction part of a 10b5-1 trading plan?

Yes. The filing is checked to indicate the transaction was made pursuant to a contract or written plan intended to satisfy the Rule 10b5-1 affirmative defense.

How many unvested restricted stock units does the reporting person hold?

The filing states 13,448 shares are unvested restricted stock units included in the total beneficial ownership.

Are there any derivative transactions or option exercises reported for ADSK in this Form 4?

No. The filing shows only a non-derivative sale of common stock and contains no reported derivative securities activity.

Who signed the Form 4 for Ruth Ann Keene?

The form was signed by Melissa Hoge as Attorney-in-Fact on 09/04/2025.