Autodesk (NASDAQ: ADSK) plans $3.6B all-cash acquisition of MaintainX
Rhea-AI Filing Summary
Autodesk Inc. has entered into an Agreement and Plan of Merger to acquire MaintainX Inc. in an all-cash transaction. The merger agreement values MaintainX at approximately $3.575 billion, subject to customary adjustments, with MaintainX becoming a wholly owned Autodesk subsidiary.
A portion of the purchase price will be placed in escrow for purchase price adjustments and indemnification, and certain key executives will have consideration held back under separate agreements. Following closing, Autodesk plans to grant restricted stock units with an aggregate value of $150 million to continuing MaintainX employees.
Autodesk intends to fund the deal using cash on hand and debt financing, including a new 364‑day term loan facility and potentially its revolving credit facility, which is expected to see increased commitments. The earliest agreed closing date is August 3, 2026, with an outside date of November 28, 2026, subject to possible extensions and regulatory approvals under the Hart‑Scott‑Rodino Act.
Positive
- Autodesk is acquiring MaintainX for approximately $3.575 billion in cash, adding a fast-growing operations platform that expects to exceed $135 million in annualized recurring revenue for calendar 2026 with growth above 50%.
- The transaction is designed to strengthen Autodesk Operations Solutions by integrating MaintainX’s maintenance and frontline operations workflows, expanding Autodesk’s reach across design, make, and operate use cases.
Negative
- Autodesk plans to finance the acquisition with a combination of cash and new debt, including a 364-day term loan facility and possible increased revolving credit borrowings, which will raise its debt servicing obligations.
- The deal faces customary closing risks, including regulatory clearance under the Hart-Scott-Rodino Act, and Autodesk highlights potential challenges in integrating MaintainX and realizing its strategic plan for Autodesk Operations Solutions.
Insights
Autodesk is making a multibillion‑dollar, debt‑supported bet to expand into operations software.
The company agreed to acquire MaintainX for about $3.575 billion in cash, targeting maintenance and operations workflows as part of Autodesk Operations Solutions. MaintainX expects annualized recurring revenue above $135 million in calendar 2026 with growth above 50%, indicating a high-growth profile but a rich revenue multiple.
Autodesk plans to fund the purchase with cash and new borrowings, including a 364‑day term loan and potentially increased commitments under its revolving credit facility. This adds leverage and debt‑service needs, which the company explicitly highlights as a risk factor alongside integration and competitive pressures.
Strategically, Autodesk frames the deal as deepening its presence across design, make, and operate workflows and enabling more data-driven, AI-enhanced operations. Integration execution, regulatory clearance under the Hart‑Scott‑Rodino Act, and closing by or after August 3, 2026 will be key milestones, while subsequent filings may detail post‑close financial contributions.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
representation and warranty insurance financial
annualized recurring revenue (ARR) financial
Autodesk Operations Solutions (AOS) financial
revolving credit facility financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On May 28, 2026, Autodesk, Inc., a Delaware corporation (“Autodesk” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Matterhorn Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Autodesk (“Merger Sub”), MaintainX Inc., a Delaware corporation (“MaintainX”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the securityholders’ agent.
Upon the terms and subject to conditions set forth in the Merger Agreement, Autodesk will acquire MaintainX for aggregate consideration of approximately $3.575 billion, subject to certain customary adjustments, through the merger of Merger Sub with and into MaintainX (the “Merger”), with MaintainX continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Autodesk (the “Surviving Corporation”).
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of capital stock of MaintainX issued and outstanding immediately prior to the Effective Time (other than any shares (i) held in treasury or by Autodesk, Merger Sub, MaintainX or any of their respective subsidiaries immediately prior to the Effective Time or (ii) whose holders have perfected their appraisal rights under Delaware law) will be converted automatically into the right to receive the applicable consideration calculated as set forth in the Merger Agreement, without interest, and each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted automatically into one fully paid and non-assessable share of the Surviving Corporation. In addition, each option to purchase shares of common stock of MaintainX, other than an underwater option, that is vested, outstanding and unexercised immediately prior to the Effective Time will, as of the Effective Time, be cancelled and the holder thereof will be entitled to receive, for each share of MaintainX common stock subject to such option, the applicable consideration calculated as set forth in the Merger Agreement (net of the exercise price of such option). Each option to purchase shares of common stock of MaintainX (or portion thereof) that is unvested and outstanding immediately prior to the Effective Time, and each underwater option (whether or not vested), will, as of the Effective Time, be cancelled, terminated and extinguished, and will not be assumed by the Company, and no consideration will be paid with respect thereto. A portion of the aggregate consideration will be held in escrow for purchase price adjustments pursuant to the Merger Agreement. A portion of the consideration to certain key executives of MaintainX will be deposited into an escrow account at the Effective Time in accordance with the terms and conditions set forth in the holdback agreement between such key executive and Autodesk. Pursuant to the Merger Agreement, following the closing, Autodesk will grant awards of restricted stock units having an aggregate grant date value of $150 million to MaintainX’s continuing employees.
The Merger Agreement contains representations, warranties and covenants by the parties and indemnification rights in favor of Autodesk that are customary for a transaction of this nature. A portion of the aggregate consideration will be held in escrow to secure the indemnification obligations of the MaintainX securityholders. Autodesk has obtained customary representation and warranty insurance. The parties have agreed that the earliest date on which the transactions contemplated by the Merger Agreement will be consummated is August 3, 2026.
The consummation of the Merger is subject to customary closing conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Merger Agreement is not subject to financing conditions. Autodesk intends to finance the transactions contemplated by the Merger Agreement through a combination of cash on hand and debt financing, which debt financing is expected to include borrowings under a new 364-day term loan facility and may include borrowings under Autodesk’s revolving credit facility. The commitments under such revolving credit facility are expected to be increased in connection with the Merger Agreement transactions. Autodesk may seek to replace or refinance such financing with senior unsecured notes, bank financing and/or commercial paper.
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The Merger Agreement also contains certain customary termination rights for a transaction of this type, including, among other things, the right of either party to terminate (subject to certain conditions) the Merger Agreement if the Merger has not occurred on or before 5:00 p.m. (Pacific Time) on November 28, 2026 (“End Date”), subject to two automatic extensions of three months each in the event regulatory approval has not been received at either the End Date or the extended end date.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or MaintainX. The Merger Agreement contains representations and warranties by certain of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were the product of negotiations among the parties and made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on such representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, MaintainX or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosures.
On May 28, 2026, Autodesk issued a press release announcing entry into the Merger Agreement. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In addition, on May 28, 2026, Autodesk posted an investor presentation with respect to entry into the Merger Agreement on its investors.autodesk.com website. Autodesk uses its investors.autodesk.com website as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Autodesk’s investor relations website in addition to following Autodesk’s press releases, SEC filings and public conference calls and webcasts.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by a specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of May 28, 2026, by and among Autodesk, Inc., Matterhorn Acquisition Corp., MaintainX Inc. and Shareholder Representative Services LLC | |
| 99.1 | Press Release dated as of May 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the U.S. Securities and Exchange Commission. |
Caution Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, 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 acquisition of MaintainX, statements regarding the potential effects of the acquisition, and statements regarding the anticipated funding of the transaction through a combination of cash and debt financing, including the expected borrowings under a new 364-day term loan facility and potential borrowings under the Company’s revolving credit facility, the expected increase in commitments under such revolving credit facility and the potential replacement or refinancing of such financing with senior unsecured notes, bank financing and/or commercial paper, 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 acquisition of MaintainX may not be satisfied or waived on the anticipated schedule or at all or that other events may cause the acquisition to not be completed; the potential impact to the business of MaintainX or MaintainX’s relationships with its customers, suppliers and employees due to the announcement of the acquisition; our ability to successfully integrate the acquisition and execute on our strategy and plan with respect to Autodesk Operations Solutions; risks related to costs related to the acquisition and an increase in our debt servicing obligations due to acquisition financing; the competitive environment in the industry and competitive responses to the acquisition; unanticipated impact of accounting for acquisitions; 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.
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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: May 28, 2026
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Exhibit 99.1
Autodesk to acquire MaintainX, advancing unified platform in operations
Proposed acquisition strengthens Autodesk’s ability to connect real-world data and AI-powered insights to drive convergence in design, make, and operate workflows
SAN FRANCISCO, May 28, 2026 — Autodesk, Inc. (NASDAQ: ADSK) today announced it has entered into a definitive agreement to acquire MaintainX, a leading modern maintenance and operations solution, in an all-cash transaction valued at approximately $3.6 billion.
Autodesk’s strategy is to converge design, make, and operate workflows, ensuring data and insights flow seamlessly in a continuous lifecycle. With the creation of Autodesk Operations Solutions (AOS), the company is bringing together its operations capabilities under a unified platform. The proposed acquisition of MaintainX is intended to strengthen Autodesk’s ability to connect operations workflows with the broader lifecycle, helping teams make faster, more informed decisions over time.
Operations represents a significant opportunity for Autodesk and a natural extension of the company’s platform strategy. Organizations are increasingly looking to connect workflows, real-world performance, and lifecycle data to improve reliability and reduce downtime. Autodesk believes expanding further into operations will unlock higher-value system level AI, extend its duration with assets and systems from years to decades, and meaningfully expand its addressable market.
MaintainX’s pre-built integrations and scalable go-to-market growth motion in operations offers strong expansion potential across customer segments, geographies, and adjacent use cases. And its central position in day-to-day maintenance and operational activity gives Autodesk access to rich data on asset history, inspections, maintenance patterns, and real-world performance.
“Autodesk is expanding beyond design and make to operations, ensuring data and insights flow seamlessly in a continuous lifecycle. For decades, we’ve helped customers create the world around us, giving Autodesk a strong foundation of industry workflows, data, and context across the AEC and D&M industries,” said Andrew Anagnost, CEO of Autodesk. “Our goal with MaintainX is to bring deep operational expertise, contextual data, and workflows that enhance our ability to use AI to converge digital and physical worlds.”
AOS brings together Autodesk’s growing operations capabilities on its unified platform, including digital twin, planning and execution, and performance analysis. This includes Tandem, Flexsim, Fusion Operations, and Factory Design Utilities. AOS reflects Autodesk’s long-term commitment to helping customers create a continuous, data-driven loop by defining and deploying assets and resources, running and maintaining them, all the way through to optimizing their performance.
“Operations is where organizations manage the systems, assets, facilities, and workflows that keep their businesses running every day,” said Stephen Hooper, SVP of Autodesk Operations Solutions. “Autodesk is enabling customers to move from managing operations to continuously improving them, deriving more value from their data, and positioning them for the coming wave of AI-driven workflows. MaintainX brings deep expertise in maintenance and frontline operational workflows that complements this broader strategy.”
MaintainX is used by organizations around the world to manage maintenance activity, asset information, inspections, work orders, and operational workflows. Its solution is designed to capture valuable, high-frequency data on asset condition, maintenance history, and performance in the field.
“MaintainX was built to empower the people who keep the physical world running,” said Chris Turlica, founder and CEO of MaintainX. “Joining forces with Autodesk is an incredible opportunity to accelerate that mission. Together, we can connect the teams who design and build assets with the teams who operate and maintain them every day, and help customers work smarter across the entire lifecycle of their assets.”
Autodesk intends to fund the transaction with a combination of cash on hand and debt financing. The transaction is subject to regulatory reviews and other customary closing conditions, and is expected to close later this fiscal year. MaintainX expects to achieve in excess of $135 million of annualized recurring revenue (ARR) for calendar year 2026 with growth in excess of 50 percent. Additional information regarding the transaction, including an investor presentation, is available in Autodesk’s investor materials at investors.autodesk.com.
About Autodesk
The world’s designers, engineers, builders, and creators trust Autodesk to help them design and make anything. From the buildings we live and work in, to the cars we drive and the bridges we drive over. From the products we use and rely on, to the movies and games that inspire us. Autodesk’s Design and Make Platform unlocks the power of data to accelerate insights and automate processes, empowering our customers with the technology to create the world around us and deliver better outcomes for their business and the planet. For more information, visit autodesk.com or follow @autodesk. #MakeAnything
Autodesk and others are registered trademarks of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand names, product names or trademarks belong to their respective holders. Autodesk reserves the right to alter product and service offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document. © 2026 Autodesk, Inc. All rights reserved.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including quotations from our management and MaintainX’s management; statements regarding the potential benefits of the acquisition of MaintainX, including strengthening our ability to connect operations workflows with the broader lifecycle, helping teams make faster, more informed decisions over time; statements regarding our ability to unlock higher-value AI system automations, increase our duration with an asset from years to decades, and meaningfully expand our addressable market; the expected annualized recurring revenue for calendar year 2026 for MaintainX and expected ARR growth rate; the expected impact of MaintainX on our strategic goals and future financial performance, durable, long-term growth and shareholder value creation; the anticipated timing of the closing of the acquisition of MaintainX; the anticipated funding of the acquisition with a combination of cash on hand and debt financing; statements regarding customers and products, including MaintainX’s strong expansion potential across customer segments, geographies and adjacent use cases, and access to rich data on asset history, inspections maintenance patterns and real-world performance; and all statements that are not historical facts. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: the possibility that the conditions to the closing of the acquisition of MaintainX may not be satisfied or waived on the anticipated schedule or at all or that other events may cause the acquisition to not be completed; the potential impact to the business of MaintainX or MaintainX’s relationships with its customers, suppliers and employees due to the announcement of the acquisition; our ability to successfully integrate the acquisition and execute on our strategy and plan with respect to AOS; risks related to costs related to the acquisition and an increase in our debt servicing obligations due to acquisition financing; the competitive environment in the industry and competitive responses to the acquisition; unanticipated impact of accounting for acquisitions; general economic conditions; our strategy to develop and introduce new products and services and to move to platforms and capabilities, exposing us to risks such as limited customer acceptance (both new and existing customers), costs related to product defects, and large expenditures; global economic and political conditions, including changes in monetary and fiscal policy, foreign exchange headwinds, recessionary fears, supply chain disruptions, resulting inflationary pressures and hiring conditions; geopolitical tension and armed conflicts, economic and regulatory uncertainty including tariffs and trade wars, and extreme weather events; costs and challenges associated with strategic acquisitions and investments; our ability to successfully implement and expand our transaction model and our sales and marketing optimization; dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks, including risks related to the war against Ukraine launched by Russia and our exit from Russia and the current military conflict in the Middle East; inability to predict subscription renewal rates and their impact on our future revenue and operating results; existing and increased competition and rapidly evolving technological changes; fluctuation of our financial results, key metrics and other operating metrics; our transition from up front to annual billings for multi-year contracts; deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections; any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives, including our new transaction model for Flex; net revenue, billings, earnings, cash flow, or new or existing subscriptions shortfalls; social and ethical issues relating to the use of artificial intelligence in our offerings as well as market reaction to disruption from artificial intelligence; our ability to maintain security levels and service performance meeting the expectations of our customers, and the resources and costs required to avoid unanticipated downtime and prevent, detect and remediate performance degradation and security breaches; security incidents or other incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property; reliance on third parties to provide us with a number of operational and technical services as well as software; our highly complex software, which may contain undetected errors, defects, or vulnerabilities; increasing regulatory focus on privacy issues and expanding laws; governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls; protection of our intellectual property rights and intellectual property infringement claims from others; the government procurement process; fluctuations in currency exchange rates; our debt service obligations; our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors; and the risks and uncertainties described in Autodesk’s SEC reports, including under the heading “Risk Factors” in Autodesk’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, Autodesk does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.