Autodesk (NASDAQ: ADSK) CEO records PSU vesting and tax share withholding

Rhea-AI Filing Summary

Autodesk, Inc. President and CEO Andrew Anagnost reported compensation-related stock movements on March 24, 2026. He received 43,091 shares of common stock from performance stock unit vesting, while 42,567 shares were withheld at $247.44 per share to cover taxes. Following these entries, he directly beneficially owns 147,665 shares, which the filing notes includes 32,582 shares of unvested restricted stock units. These are not open-market purchases or sales but routine equity award vesting and associated tax-withholding dispositions.

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

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

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^*

Anagnost Andrew

(Last) (First) (Middle)

ONE MARKET, SUITE 400

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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

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

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

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	03/24/2026		F(1)		21,201	D	$247.44	125,940(2)	D
Common Stock	03/24/2026		A(3)		43,091	A	$0	169,031(2)	D
Common Stock	03/24/2026		F(1)		21,366	D	$247.44	147,665(2)	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. Shares withheld to cover taxes.

2. The total securities beneficially owned includes 32,582 shares of unvested Restricted Stock Units.

3. Represents shares earned based upon attainment for Performance Stock Unit awards. 43,091 shares subject to one PSU vested on attainment on 03/24/2026.

Remarks:

	Melissa Hoge, Attorney-in-Fact for Andrew Anagnost	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Autodesk (ADSK) CEO Andrew Anagnost report in this Form 4?

Andrew Anagnost reported routine equity compensation activity. He received 43,091 Autodesk common shares from performance stock unit vesting and had 42,567 shares withheld at $247.44 per share to cover related taxes, reflecting standard stock-based compensation mechanics rather than open-market trading.

Did Autodesk (ADSK) CEO Andrew Anagnost buy or sell shares on the open market?

No open-market trades were reported. The Form 4 shows a grant of 43,091 shares from performance stock unit vesting and two F-code tax-withholding dispositions totaling 42,567 shares, which are payments of tax liability using shares rather than discretionary market sales or purchases.

How many Autodesk (ADSK) shares does the CEO hold after these transactions?

After the reported transactions, Andrew Anagnost beneficially owns 147,665 Autodesk common shares directly. The filing also states this total includes 32,582 shares of unvested restricted stock units, reflecting both vested holdings and ongoing stock-based incentive awards.

What is the significance of the 43,091-share award reported for Autodesk (ADSK) CEO?

The 43,091 shares represent performance stock units that vested based on attainment of specified goals on March 24, 2026. This indicates a compensation milestone for the CEO tied to performance criteria rather than a new cash investment or open-market stock purchase.

Why were 42,567 Autodesk (ADSK) shares withheld in the CEO’s Form 4 filing?

The 42,567 shares were withheld to cover tax obligations related to equity awards. Two F-code transactions at $247.44 per share reflect payment of tax liability by delivering shares back to the company, a common practice that does not signal discretionary selling activity.