[Form 4] Autodesk Inc Insider Trading Activity

Rhea-AI Filing Summary

Autodesk EVP and Chief People Officer Rebecca Pearce reported a significant insider transaction on June 24, 2025, selling 2,544 shares at $305 per share (total value: $776,920). The sale was executed according to a pre-established Rule 10b5-1 trading plan adopted on March 11, 2025.

Following the transaction, Pearce maintains beneficial ownership of 25,801 shares, which includes 13,217 unvested Restricted Stock Units (RSUs). The transaction was reported through an attorney-in-fact, Melissa Hoge.

This Form 4 filing indicates planned insider selling activity under a structured trading program, which helps avoid allegations of trading on material non-public information. The significant retention of shares, particularly the unvested RSUs, suggests continued alignment with shareholder interests despite the disposition.

Positive

• EVP and Chief People Officer Rebecca Pearce still maintains significant ownership with 25,801 shares after the transaction, including 13,217 unvested RSUs, showing continued alignment with shareholders
• The sale was executed under a pre-planned 10b5-1 trading plan established in March 2025, indicating this was a routine transaction rather than a reactive sale

Negative

• EVP and Chief People Officer Rebecca Pearce sold 2,544 shares at $305 per share, totaling approximately $776,000
• The sale represents approximately 9% of her total holdings (excluding unvested RSUs), which could be seen as a moderate reduction in insider ownership

Insights

Insider Trading Analyst

This Form 4 discloses that Rebecca Pearce, Autodesk's EVP and Chief People Officer, sold 2,544 shares at $305 per share, generating approximately $776,000. The sale was executed under a Rule 10b5-1 trading plan established in March 2025, which is standard practice for executives to avoid accusations of trading on material non-public information.

Pearce retains substantial skin in the game with 25,801 shares post-transaction, though 13,217 of these are unvested RSUs. At current prices, her vested position is worth approximately $3.8 million, indicating continued alignment with shareholders despite the sale.

This transaction represents relatively routine liquidity management rather than a concerning signal. The sale constitutes approximately 9% of her total holdings (or about 17% of vested shares), which is within normal parameters for executive portfolio diversification. The predetermined nature of the transaction through the 10b5-1 plan further neutralizes any potential signal value.

Looking at broader insider activity at Autodesk, this isolated transaction doesn't establish a pattern of unusual selling that would raise red flags. Investors should view this as standard executive compensation management rather than a bearish indicator about Autodesk's prospects.

Executive Compensation Specialist

This Form 4 filing provides valuable insight into Autodesk's executive compensation structure and equity retention patterns. Rebecca Pearce's position as Chief People Officer means she oversees human capital strategy while also participating in the company's equity compensation program.

The significant holding of 13,217 unvested RSUs (51% of her total reported position) indicates Autodesk employs a substantial equity-based retention strategy for its executive team. This aligns with industry practices among tech companies that use multi-year vesting schedules to retain key talent.

The sale of 2,544 shares while maintaining over 25,000 total shares demonstrates a balanced approach to liquidity and retention. At a $305 share price, Pearce's total equity position represents approximately $7.9 million in value, with about $4 million in unvested equity - typical for C-suite compensation at a company of Autodesk's size and market position.

The use of a Rule 10b5-1 trading plan established three months prior shows prudent planning and compliance. This approach allows executives to gradually monetize portions of their compensation while maintaining substantial equity exposure. The ratio of shares sold to shares retained suggests Autodesk has effective policies encouraging executive stock ownership while allowing reasonable diversification opportunities.

Corporate Governance Expert

This Form 4 filing demonstrates strong corporate governance practices at Autodesk. The transaction was executed under a Rule 10b5-1 trading plan established over three months ago, reflecting best practices for insider transactions. Such plans provide a safe harbor against allegations of trading on material non-public information by establishing predetermined trading instructions.

The timely disclosure (filed the same day as the transaction) further demonstrates Autodesk's commitment to transparency and regulatory compliance. This promptness exceeds the SEC's requirement to file within two business days of the transaction.

The reporting structure, with the form signed by an attorney-in-fact, indicates proper delegation protocols and suggests Autodesk has a well-structured process for managing insider transactions through its legal department.

It's notable that Pearce retains significant equity exposure post-transaction with approximately 51% in unvested RSUs. This suggests Autodesk maintains robust executive equity retention policies that align management incentives with long-term shareholder interests.

The moderate size of the transaction relative to Pearce's total holdings indicates a balanced approach to allowing executive liquidity while maintaining meaningful ownership stakes. Overall, this filing reflects a governance framework that effectively balances executive flexibility with shareholder alignment and regulatory compliance.

Portfolio Manager

This Form 4 filing for Autodesk warrants minimal investor concern and doesn't justify portfolio adjustments. Rebecca Pearce's sale of 2,544 shares at $305 represents standard executive liquidity management rather than a signal about company fundamentals.

The transaction's execution under a pre-established 10b5-1 plan significantly diminishes its information value, as these sales were scheduled months in advance regardless of current business conditions. The $305 execution price provides a mild positive data point, indicating stability in Autodesk's share price into mid-2025.

Pearce's retention of over 25,000 shares (worth approximately $7.9 million) demonstrates continued confidence in Autodesk's outlook. The significant unvested component (13,217 RSUs) indicates ongoing retention incentives and future vesting events that could lead to additional planned sales.

From a portfolio perspective, this transaction doesn't alter the investment thesis for Autodesk. The company continues to execute its transition to subscription-based revenue models in design software, with solid positioning in architecture, engineering, and construction markets. Investors should focus on upcoming quarterly results and product development momentum rather than routine insider transactions of this nature.

For position sizing decisions, this filing provides no justification for adjustments to Autodesk allocations within diversified portfolios.

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^*

Pearce Rebecca

(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, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		S(1)		2,544	D	$305	25,801(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. The sales reported in this form were effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 03/11/2025.

2. The total securities beneficially owned includes 13,217 shares of unvested Restricted Stock Units.

Remarks:

	Melissa Hoge, Attorney-in-Fact for Rebecca Pearce	06/24/2025
	** 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

How many ADSK shares did EVP Rebecca Pearce sell on June 24, 2025?

According to the Form 4 filing, Rebecca Pearce, EVP and Chief People Officer of Autodesk, sold 2,544 shares of ADSK common stock at a price of $305 per share on June 24, 2025.

What is the total number of ADSK shares Rebecca Pearce owns after the June 24, 2025 transaction?

Following the reported transaction, Rebecca Pearce beneficially owns 25,801 shares of ADSK, which includes 13,217 shares of unvested Restricted Stock Units (RSUs).

Was ADSK EVP Pearce's stock sale part of a pre-planned trading arrangement?

Yes, the sales were executed pursuant to a Rule 10b5-1 trading plan that was adopted by Rebecca Pearce on March 11, 2025, as indicated in the filing's explanatory notes.

What position does Rebecca Pearce hold at ADSK?

Rebecca Pearce serves as Executive Vice President (EVP) and Chief People Officer at Autodesk (ADSK).

How many unvested RSUs does ADSK executive Pearce hold?

According to the Form 4 filing, Rebecca Pearce holds 13,217 shares of unvested Restricted Stock Units (RSUs) as part of her total beneficial ownership position.