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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
July
13, 2026
Autodesk,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-14338 |
|
94-2819853 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| One Market
Street, Ste. 400 |
|
|
| San
Francisco, California |
|
94105 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(415)
507-5000
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.01 per share |
|
ADSK |
|
The Nasdaq Global Select
Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
Commercial
Paper Program
On
July 13, 2026, Autodesk, Inc., a Delaware corporation (the “Company”), established an unsecured commercial paper program
(the “Commercial Paper Program”).
Under
the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured commercial paper notes with varying maturities
not in excess of 365 days from the date of issue (the “Notes”). Amounts available under the Commercial Paper Program may
be borrowed, repaid and re-borrowed from time to time, with the maximum aggregate face or principal amount of Notes outstanding at any
one time not exceeding $2.0 billion. The Notes will be sold on terms that are customary for the United States commercial paper market
and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company
expects to use the proceeds of the Notes for general corporate purposes, including to partially finance the transactions (the “Transactions”)
contemplated by the previously announced Agreement and Plan of Merger, dated as of May 28, 2026, among the Company, Matterhorn Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, MaintainX Inc., a Delaware corporation, and Shareholder Representative
Services LLC, a Colorado limited liability company, solely in its capacity as the securityholders’ agent. As of the date of this
Current Report on Form 8-K, the Company has not issued any Notes. The Commercial Paper Program is backstopped by available capacity under
the Company’s existing unsecured revolving credit facility with aggregate commitments of $2.0 billion (the “Credit Facility”).
The
Notes to be offered under the Commercial Paper Program have not been and will not be registered under the Securities Act of 1933, as
amended, or state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the Notes under the Commercial Paper Program, nor shall there be any sale of the Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Caution
Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include
all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potentially,” or “will” or
similar expressions and the negatives of those terms. These statements include, but are not limited to, statements regarding the Commercial
Paper Program, the issuance and sale of the Notes thereunder, the expected use of proceeds from any such sales, including to partially
finance the Transactions, as well
as all statements that are not historical facts. Actual results could differ materially from those expressed in or implied by the forward-looking
statements due to a number of risks and uncertainties, including: the possibility that the conditions to the closing of the Transactions
may not be satisfied or waived on the anticipated schedule or at all or that other events may cause the Transactions to not be completed;
risks related to the availability, timing and costs of financing the Transactions, including through the Commercial Paper Program; general economic conditions; and the risks and uncertainties
described in the Company’s SEC reports, including under the heading “Risk Factors” in its most recent annual report
on Form 10-K and quarterly reports on Form 10-Q, which are available at www.sec.gov. The forward-looking statements contained herein
speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise
its forward-looking statements to reflect events or circumstances after the date of this report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AUTODESK, INC. |
| |
|
| |
By: |
/s/
Janesh Moorjani |
| |
|
Janesh Moorjani |
| |
|
Executive Vice President and Chief Financial Officer |
| |
|
(Principal Financial Officer and Principal Accounting
Officer) |
| |
|
|
| Date: July 13, 2026 |
|
|
