Intuit (INTU) CEO discloses performance RSU vesting and tax withholding

Rhea-AI Filing Summary

Intuit Inc.’s CEO, President and Director reported equity award activity involving company stock. On 12/11/2025, performance-based restricted stock units converted into 375, 400 and 132 shares of common stock at an exercise price of $0, all held indirectly through the Goodarzi Rev Trust. After these acquisitions and related tax withholding, the trust held 52,544.676 shares.

To address employment tax withholding arising from retirement eligibility and accelerated vesting, 907 shares were withheld at a fair market value of $662.43 per share. The remaining performance-based restricted stock unit awards, which convert 1-for-1 into common stock and may vest between 0% and 200% of their target amounts based on total shareholder return objectives, are scheduled to vest on 9/1/2026, 9/1/2027 and 9/1/2028, with 24,570, 26,336 and 21,159 target units outstanding on each respective grant.

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^*

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)
12/11/2025

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	12/11/2025		M		375	A	$0	52,919.676	I	By Trust(1)
Common Stock	12/11/2025		M		400	A	$0	53,319.676	I	By Trust(1)
Common Stock	12/11/2025		M		132	A	$0	53,451.676	I	By Trust(1)
Common Stock	12/11/2025		F		907	D	$662.43(2)	52,544.676	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)	12/11/2025		M			375	(4)	(5)	Common Stock	375	$0	24,570(6)	D
Restricted Stock Units (performance-based vesting)	(3)	12/11/2025		M			400	(7)	(5)	Common Stock	400	$0	26,336(6)	D
Restricted Stock Units (performance-based vesting)	(3)	12/11/2025		M			132	(8)	(5)	Common Stock	132	$0	21,159(6)	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. Following achievement by the issuer of certain total shareholder return objectives, awarded units will vest on 9/1/2026. The issuer has accelerated vesting and issuance of this portion of the award to accommodate forfeiture of shares related to employment tax withholding obligations of the reporting person arising in connection with retirement eligibility.

5. Restricted stock units do not expire; they either vest or are canceled prior to vesting date.

6. Represents target number of units subject to the award; the number that vest may be 0% - 200% of this number, depending upon performance.

7. Following achievement by the issuer of certain total shareholder return objectives, awarded units will vest on 9/1/2027. The issuer has accelerated vesting and issuance of this portion of the award to accommodate forfeiture of shares related to employment tax withholding obligations of the reporting person arising in connection with retirement eligibility.

8. Following achievement by the issuer of certain total shareholder return objectives, awarded units will vest on 9/1/2028. The issuer has accelerated vesting and issuance of this portion of the award to accommodate forfeiture of shares related to employment tax withholding obligations of the reporting person arising in connection with retirement eligibility.

Remarks:

	/s/ Erick Rivero, by power-of-attorney	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did Intuit's CEO report on December 11, 2025?

On 12/11/2025, performance-based RSUs converted into Intuit common stock. Awards settled into 375, 400 and 132 shares at an exercise price of $0, and 907 shares were withheld to cover employment tax obligations.

How many Intuit (INTU) shares does the reporting person now hold indirectly?

After the reported transactions, the trust holds 52,544.676 shares of Intuit common stock. These shares are held in the Goodarzi Rev Trust, of which the reporting person is a trustee.

What are the key terms of the performance-based RSUs reported by Intuit (INTU)?

The restricted stock units are performance-based and convert 1-for-1 into common shares. Vesting depends on total shareholder return objectives, and the number of units that vest may range from 0% to 200% of the target amount.

Why were 907 Intuit shares valued at $662.43 involved in the transaction?

907 shares were forfeited/withheld to satisfy employment tax withholding obligations. The price of $662.43 per share reflects the fair market value of Intuit common stock on the trading day immediately before the transaction date.

When do the remaining RSUs for Intuit's CEO vest, subject to performance?

The remaining performance-based RSUs are tied to future vesting dates. Subject to achieving total shareholder return objectives, awards are scheduled to vest on 9/1/2026, 9/1/2027 and 9/1/2028.

How many performance-based RSUs remain outstanding for the reporting person at Intuit?

Target RSU amounts remain outstanding across three performance-based awards. After the reported conversions, 24,570, 26,336 and 21,159 target units remain subject to performance and future vesting.

What is the reporting person's role and relationship to Intuit (INTU)?

The reporting person is a major insider at Intuit. They are identified as a Director and Officer, serving as CEO, President and Director, and file as a single reporting person.