Pearce Rebecca 4

What Happened

• Rebecca Pearce, EVP and Chief People Officer of Autodesk, had 7,751 Performance Stock Unit (PSU) shares vest on 2026-03-24 (reported on Form 4). Those 7,751 shares were recorded as an award/acquisition (code A) at $0 cost.
• To cover tax obligations, the company withheld/disposed two lots totaling 7,347 shares (3,703 and 3,644 shares) at an implied price of $247.44 per share, generating proceeds of $916,270 and $901,671 respectively (total ~$1,817,941). Net shares retained from this vesting were 404 shares (7,751 − 7,347), roughly $100k based on the $247.44 price.

Key Details

• Transaction date: 2026-03-24; filing date: 2026-03-26 (timely filing).
• Award: 7,751 PSUs vested (footnote: vesting based on attainment of performance goals).
• Withholding: 3,703 shares withheld for taxes (F) at $247.44 = $916,270; 3,644 shares withheld for taxes (F) at $247.44 = $901,671.
• Net retained from this vesting: 404 shares (approx. $99,966 using $247.44).
• Footnotes: F1 = shares withheld to cover taxes; F3 = 7,751 PSUs vested on attainment on 03/24/2026; F2 notes the total beneficial ownership reported includes 5,343 unvested Restricted Stock Units.
• Transaction codes: A = award/acquisition; F = tax withholding (disposition). Not a market purchase or open-market sale by the insider.

Context

• This was a performance-based award vesting (PSUs), not a voluntary buy or sale; the withheld shares are a routine, cashless method to satisfy tax withholding and are common in executive compensation.
• Such withholding dispositions do not necessarily indicate the insider is selling for investment reasons — they reflect tax obligations at vesting.