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Intuit (INTU) Form 4: 19,155 RSUs Vest; Shares Sold for Tax Withholding

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Sasan K. Goodarzi, CEO, President and Director of Intuit Inc. (INTU) reported multiple transactions on 09/01/2025 affecting both non-derivative common stock and performance-based restricted stock units (RSUs). The filing shows 19,155.031 RSUs were recorded as acquired and correspond to 19,155.031 underlying common shares awarded and vested from a 7/29/2021 performance grant. Additional entries show 305.464 RSUs with an accelerated release date to cover tax withholding, and cash dispositions of 9,051.677 and 305.464 common shares at a reported per-share fair market value of $667. Following the reported transactions, Goodarzi beneficially owned 51,348.477 and 60,400.154 shares in different line items, with holdings held indirectly by trust. The reporting was signed by a power-of-attorney on 09/03/2025.

Positive

  • Vesting of performance-based RSUs (19,155.031) indicates alignment of CEO compensation with multi-year performance goals
  • Ownership retained indirectly via trust, showing continued insider stake rather than complete divestment

Negative

  • Dispositions of shares (9,051.677 and 305.464) were recorded, reflecting share sales or transfers that reduce beneficial holdings
  • Accelerated release for tax withholding required, indicating tax liabilities tied to vested awards

Insights

TL;DR: Insider reported vested performance RSUs and share disposals, with holdings held indirectly via trust and accelerated release for tax withholding.

The filing documents that the CEO recognized vested performance-based RSUs from a 2021 grant, increasing reportable share equivalents while also showing share disposals used to satisfy tax obligations. Ownership is reported indirectly through a revocable trust, which is a common estate-planning structure and does not, by itself, change corporate control. The accelerated release for certain RSUs indicates administrative action to address withholding rather than a discretionary open-market sale strategy. For governance, these entries reflect routine compensation settlement and tax-related share handling rather than a material change in insider alignment.

TL;DR: Vested RSUs converted to shares and modest share disposals recorded at $667 per share; transactions appear administrative and not a large-scale divestiture.

The report shows 19,155.031 performance RSUs vesting (related to 7/29/2021 grant) and smaller accelerated releases (305.464) to address tax-withholding. Disposals of 9,051.677 and 305.464 shares at a reported fair market value of $667 per share are consistent with withholding or tax-settlement activity rather than routine trading for liquidity. The filings list beneficial ownership amounts before and after transactions, and ownership remains indirect via trust. From a market-impact perspective, these quantities are unlikely to be material relative to Intuit's public float.

Insider Goodarzi Sasan K
Role CEO, President and Director
Type Security Shares Price Value
Exercise Restricted Stock Units (performance-based vesting) 19,155.031 $0.00 $0.00
Exercise Restricted Stock Units (performance-based vesting) 305.464 $0.00 $0.00
Exercise Common Stock 19,155.031 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 9,051.677 $667.00 $6.04M
Exercise Common Stock 305.464 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 305.464 $667.00 $204K
Holdings After Transaction: Restricted Stock Units (performance-based vesting) — 26,188.536 shares (Direct); Common Stock — 51,348.477 shares (Indirect, By Trust)
Footnotes (7)
  1. F1. Shares held in Goodarzi Rev Trust u/a Dtd 5/18/2012 of which reporting person is a trustee.
  2. F2. Fair market value of Intuit Inc. common stock on the trading day immediately preceding the date of reported transaction.
  3. F3. 1-for-1
  4. F4. Represents the outstanding awarded and vested units pursuant to the restricted stock units (performance-based vesting) grant dated 7/29/2021 related to achievement of certain total shareholder return objectives.
  5. F5. Represents release date for vested restricted stock units (performance-based vesting) granted on 7/29/2021.
  6. F6. Restricted stock units (performance-based vesting) do not expire; they either vest or are canceled prior to vesting date.
  7. F7. Represents accelerated release date to accommodate tax withholding obligations related to deferred release of vested restricted stock units under this award granted on 7/28/2022.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did INTU CEO Sasan Goodarzi report on Form 4?
The Form 4 reports vesting of 19,155.031 performance-based RSUs, an additional 305.464 RSU release for tax withholding, and disposals of 9,051.677 and 305.464 common shares on 09/01/2025.

How many shares does Goodarzi beneficially own after the reported transactions?
The filing shows line-item beneficial ownership amounts of 60,400.154 and 51,348.477 shares in different entries, with holdings reported indirectly by trust.

Why were some RSUs released early according to the filing?
The filing states an accelerated release date was used to accommodate tax withholding obligations related to deferred release of vested RSUs.

At what price were the disposed shares reported?
Dispositions are reported at a per-share value equal to the fair market value of Intuit common stock on the trading day immediately preceding the transaction: $667.

Are these transactions direct holdings or held through another entity?
The Form 4 indicates shares are held indirectly by the Goodarzi Rev Trust dated 5/18/2012, of which the reporting person is trustee.
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).
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*
Goodarzi Sasan K
(Last) (First) (Middle)
C/O INTUIT INC.
2700 COAST AVENUE
(Street)
MOUNTAIN VIEW CA 94043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTUIT INC. [ INTU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, President and Director
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025
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 09/01/2025 M 19,155.031 A $0 60,400.154 I By Trust(1)
Common Stock 09/01/2025 F 9,051.677 D $667(2) 51,348.477 I By Trust(1)
Common Stock 09/01/2025 M 305.464 A $0 51,653.941 I By Trust(1)
Common Stock 09/01/2025 F 305.464 D $667(2) 51,348.477 I By Trust(1)
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
Restricted Stock Units (performance-based vesting) (3) 09/01/2025 M 19,155.031(4) 09/01/2025(5) (6) Common Stock 19,155.031 $0 0 D
Restricted Stock Units (performance-based vesting) (3) 09/01/2025 M 305.464 09/01/2025(7) (6) Common Stock 305.464 $0 26,188.536 D
Explanation of Responses:
1. Shares held in Goodarzi Rev Trust u/a Dtd 5/18/2012 of which reporting person is a trustee.
2. Fair market value of Intuit Inc. common stock on the trading day immediately preceding the date of reported transaction.
3. 1-for-1
4. Represents the outstanding awarded and vested units pursuant to the restricted stock units (performance-based vesting) grant dated 7/29/2021 related to achievement of certain total shareholder return objectives.
5. Represents release date for vested restricted stock units (performance-based vesting) granted on 7/29/2021.
6. Restricted stock units (performance-based vesting) do not expire; they either vest or are canceled prior to vesting date.
7. Represents accelerated release date to accommodate tax withholding obligations related to deferred release of vested restricted stock units under this award granted on 7/28/2022.
Remarks:
/s/ Erick Rivero, by power-of-attorney 09/03/2025
** 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.

Source: View Original Filing on SEC EDGAR