Form 4: Autodesk Director Ram R. Krishnan Reports Acquisition of Restricted Stock Units

Autodesk Director Ram R. Krishnan reported the acquisition of 1,150 Restricted Stock Units (RSUs) on June 18, 2025, as part of his director compensation and annual equity grants.

Summary

• Ram R. Krishnan, a Director at Autodesk, Inc. (ADSK), reported two acquisitions of Common Stock in the form of Restricted Stock Units (RSUs) on June 18, 2025.
• Krishnan acquired 304 RSUs, granted under the Director Compensation Policy and 2022 Equity Incentive Plan in lieu of cash compensation for services as a director. These RSUs vest on the date of the next annual meeting.
• On the same date, Krishnan acquired an additional 846 RSUs, which are annual grants pursuant to the Director Compensation Policy and 2022 Equity Incentive Plan. These also vest on the date of the next annual meeting.
• The total number of shares beneficially owned by Krishnan following these transactions is 1,641, which includes 1,150 unvested RSUs whose distribution has been deferred.
• The transactions were 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).

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of director equity compensation, which is generally positive as it aligns director interests with shareholders. There are no negative surprises or significant strategic shifts, making it a neutral to slightly positive event.

Positives

• Director Krishnan is increasing his beneficial ownership in Autodesk through RSU grants, which aligns his interests with those of shareholders.
• The grants are part of a structured Director Compensation Policy and 2022 Equity Incentive Plan, indicating a standard and transparent compensation practice.

Risks

• The ultimate value of the acquired Restricted Stock Units (RSUs) is contingent on the future performance of Autodesk's common stock, meaning their value could decrease if the stock price declines before vesting.
• The RSUs are unvested, meaning the director does not fully own them until the vesting conditions, specifically the date of the next annual meeting, are met.

Future Outlook

The acquired Restricted Stock Units are set to vest on the date of the next annual meeting, indicating a future milestone for the full ownership of these shares.

Management Comments

• The filing indicates that the transactions were 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).

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across all publicly traded companies. It reflects standard executive and director compensation practices, where equity grants like RSUs are used to align management interests with shareholder value creation. The use of a 10b5-1 plan is a common practice for insiders to manage their stock transactions in compliance with insider trading regulations.

Comparison to Industry Standards

• The granting of Restricted Stock Units (RSUs) as part of director compensation is a widely adopted practice across various industries, including the software and technology sector where Autodesk operates.
• Companies like Adobe (ADBE), Dassault Systèmes (DASTY), and PTC (PTC) also commonly utilize RSU grants to compensate directors and executives, aligning their long-term incentives with company performance.
• The specific vesting schedule (next annual meeting) and the use of a 10b5-1 plan are standard mechanisms for managing such equity compensation in a compliant and transparent manner.

Stakeholder Impact

• Shareholders: The acquisition of RSUs by a director aligns their interests with shareholders, as the value of the compensation is tied to the company's stock performance.

Next Steps

• The acquired Restricted Stock Units (RSUs) are expected to vest on the date of the next annual meeting.

Key Dates

Keywords

Autodesk, ADSK, Form 4, SEC filing, Restricted Stock Units, RSU, Director Compensation, Equity Incentive Plan, Insider Trading, Beneficial Ownership