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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)
June
15, 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 1.01 Entry into a Material Definitive Agreement.
Amendment
to Revolving Credit Agreement
On
June 15, 2026 (the “Effective Date”), Autodesk, Inc. (the “Company”) entered into an Amendment No. 1 to Credit
Agreement (the “Revolver Amendment”), which amends the Company’s existing Credit Agreement, dated as of May 8, 2025,
among the Company, Citibank, N.A. (“Citibank”), as administrative agent, and the lenders from time to time party thereto
(as amended, the “Revolving Credit Agreement”). Among other things, the Revolver Amendment:
| (i) | increases
the commitments of the unsecured revolving credit facility provided pursuant to the Revolving
Credit Agreement from an aggregate principal amount of $1.5 billion to an aggregate principal
amount of $2 billion, and |
| (ii) | provides
greater funding certainty to consummate the Company’s merger transaction with MaintainX
Inc. (the “Acquisition”) by providing more limited conditions to borrowing under
the Revolving Credit Agreement, in the case of borrowings up to $1.0 billion that are applied
on the closing date of the Acquisition (the “Acquisition Closing Date”) for purposes
of funding the Acquisition transaction. |
Except
as amended by the Revolver Amendment, the terms of the Revolving Credit Agreement remain in full force and effect.
The
Revolver Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The above description does not
purport to be complete and is qualified in its entirety by reference to such exhibit.
Term
Loan Agreement
On
the Effective Date, the Company entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with Citibank,
as administrative agent, and the lenders from time to time party thereto, which provides for an unsecured 364-day delayed draw term loan
facility in the aggregate principal amount of $1.0 billion.
Borrowings
under the Term Loan Credit Agreement are limited to loans funded on the Acquisition Closing Date (the “Term Loan”) for purposes
of funding the Acquisition transaction and will mature 364 days after the Acquisition Closing Date. Voluntary prepayments of the Term
Loan are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs. The Term
Loan is also subject to certain mandatory prepayment events, including by an amount equal to the net cash proceeds received by the Company
from certain debt issuances, equity issuances or asset sales (in each case, subject to certain exceptions). In the case of any such events
occurring prior to the funding of the Term Loan on the Acquisition Closing Date, the commitments under the Term Loan will be reduced
by the same amounts that otherwise would have been required to be applied as a mandatory prepayment of the funded Term Loan.
The
Term Loan will bear interest, at the Company’s option, at a rate per annum equal to either (i) the Base Rate (as defined below)
plus a margin ranging from 0.0% to 0.125%, depending on the Company’s public debt rating or (ii) a SOFR rate plus a margin ranging
from 0.625% to 1.125%, depending on the Company’s public debt rating. As used herein, “Base Rate” means a floating
rate per annum equal to the greatest of (A) Citibank’s base lending rate, (B) the federal funds rate plus 0.50% and (C) Term SOFR
for a one-month tenor plus 1.00%.
Under
the Term Loan Credit Agreement, the Company will pay to each Lender a ticking fee on a quarterly basis based on undrawn commitments under
the Term Loan Credit Agreement of between 0.050% and 0.125% per annum, depending on the Company’s public debt rating. Such ticking
fee will not begin to accrue until 120 days after the Effective Date.
The
Term Loan Credit Agreement contains substantially similar representations, warranties, covenants, events of default, and financial covenants
(including requirements with respect to a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined
in the Term Loan Credit Agreement)) as provided in the Revolving Credit Agreement.
Citibank
and the other lenders under the Revolving Credit Agreement and the Term Loan Credit Agreement, and certain of their respective
affiliates have provided, and in the future may provide, financial, banking and related services to the Company. These parties have
received, and in the future may receive, compensation from the Company for these services.
The
Term Loan Credit Agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein. The above description does not
purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Items 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Amendment No. 1 to Credit Agreement, dated June 15, 2026, by and among Autodesk, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent |
| 10.2* |
|
Credit Agreement, dated June 15, 2026, by and among Autodesk, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent |
| 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. |
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: June 15, 2026 |
|
|
