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Autodesk 8-K Filings

ADSK NASDAQ

Every 8-K that Autodesk (ADSK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow ADSK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADSK filings page.

Rhea-AI Summary

Autodesk, Inc. (ADSK) has issued $1.0 billion of senior unsecured notes in a public offering. The company entered into an underwriting agreement for $500 million aggregate principal amount of 5.050% Notes due 2029 and $500 million aggregate principal amount of 5.650% Notes due 2033, issued under its existing shelf registration and governed by a base indenture dated December 13, 2012, as supplemented on September 10, 2026.

Autodesk intends to use the net proceeds from the notes, together with cash on hand, to repay $1.0 billion aggregate principal amount outstanding under its Term Loan Credit Agreement dated June 15, 2026. Interest on both tranches is payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2027. The indenture includes limited affirmative and negative covenants restricting liens on principal property, sale and lease-back transactions, and certain consolidations, mergers or asset sales, as well as customary events of default that could accelerate repayment. The notes provide for an offer to repurchase upon a change in control combined with ratings downgrades below investment grade and permit optional redemption by Autodesk on specified terms.

Rhea-AI Summary

Autodesk, Inc. (ADSK) reported strong results for the second quarter of fiscal 2027, ended July 31, 2026. Revenue was $2.05 billion, up 16% year over year (14% in constant currency). Billings were $1.85 billion, up 10%. GAAP operating margin improved to 29% (up 4 percentage points), and non-GAAP operating margin to 41% (up 2 points). GAAP diluted EPS rose to $2.33 and non-GAAP diluted EPS to $3.30, increases of $0.87 and $0.68, respectively.

Cash flow from operating activities was $575 million, up 25%, and free cash flow was $561 million, up 24%. Growth was broad-based across Design, Make, and all major product families and regions. Remaining performance obligations were $7.43 billion, up 2%, with current RPO up 12%. For fiscal 2027, Autodesk guided revenue to $8.30–$8.35 billion, non-GAAP operating margin of about 39%, non-GAAP EPS of $12.52–$12.60, and free cash flow of $2.73–$2.75 billion, including the impact and transaction costs of the MaintainX acquisition.

Rhea-AI Summary

On August 3, 2026, Autodesk, Inc. completed its previously announced acquisition of MaintainX Inc. pursuant to an Agreement and Plan of Merger dated May 28, 2026. The transaction was executed through Matterhorn Acquisition Corp., a Delaware corporation and wholly-owned Autodesk subsidiary, with Shareholder Representative Services LLC acting as the securityholders’ agent.

Rhea-AI Summary

Autodesk, Inc. has established an unsecured commercial paper program that permits issuance of short-term notes with maturities of up to 365 days. The maximum aggregate face or principal amount of notes outstanding at any time is capped at $2.0 billion, and borrowings may be repaid and re‑borrowed.

The notes will rank at least equal in right of payment with Autodesk’s other unsecured, unsubordinated debt and are backstopped by available capacity under an existing unsecured revolving credit facility with $2.0 billion of aggregate commitments. Autodesk expects to use proceeds for general corporate purposes, including partially financing the previously announced acquisition of MaintainX Inc. As of the report date, no notes have been issued under the program.

Rhea-AI Summary

Autodesk, Inc. reported results from its 2026 Annual Meeting of Stockholders and a related change to its corporate charter. Stockholders approved a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, and Autodesk filed this amendment with the Delaware Secretary of State effective June 17, 2026.

All eleven nominated directors were elected for one-year terms. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027 and approved, on an advisory basis, the compensation of named executive officers. A stockholder proposal to amend the stockholder special meeting right did not receive sufficient support and was not approved.

Rhea-AI Summary

Autodesk, Inc. entered into a new financing arrangement tied to an upcoming acquisition. The company signed a Term Loan Credit Agreement providing an unsecured 364-day delayed draw term loan facility with an aggregate principal amount of $1.0 billion. The loan can only be drawn on the acquisition closing date and matures 364 days after that date. Autodesk may prepay the term loan voluntarily without premium, and must prepay or reduce commitments in certain cases when it receives net cash proceeds from specified debt, equity, or asset sales. The loan will bear interest at either a base rate plus up to 0.125% or a SOFR rate plus up to 1.125%, depending on the company’s public debt rating, and undrawn commitments will incur a ticking fee of 0.050% to 0.125% per year starting 120 days after June 15, 2026. Autodesk also amended its existing revolving credit agreement, while keeping its other terms in place.

Rhea-AI Summary

Autodesk reported strong first-quarter fiscal 2027 results. Revenue reached $1.93 billion, up 18% year over year, with billings of $1.69 billion, also up 18%. GAAP operating margin expanded to 28%, a 14-point improvement, and non-GAAP operating margin was 39%.

GAAP diluted EPS was $2.32, while non-GAAP diluted EPS was $2.99. Free cash flow rose 58% to $876 million, supported by higher subscription revenue across Design, Make, and key product families. Remaining performance obligations were $7.81 billion, up 9%, with current RPO up 18%. Autodesk also plans to acquire MaintainX to strengthen its operations platform and raised its fiscal 2027 guidance, excluding MaintainX until closing.

Rhea-AI 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.

Rhea-AI Summary

Autodesk, Inc. announced a planned change to its board of directors. Stephen Milligan has informed the board that he will not stand for re-election at the upcoming annual general meeting and will serve as a director until his current term ends.

The board has nominated Omar Abbosh, currently CEO of Pearson and a veteran of leadership roles at Microsoft and Accenture, as a new independent director candidate for election by shareholders. Following Milligan’s departure and Abbosh’s appointment, the board will continue to have 11 directors, 10 of whom are independent.

Rhea-AI Summary

Autodesk reported a strong fourth quarter and fiscal 2026, with Q4 revenue of $1.96 billion, up 19% year over year, and billings of $2.80 billion, up 33%. GAAP operating margin was 22% and non-GAAP operating margin 38%, while Q4 non-GAAP EPS rose to $2.85, up $0.56.

Free cash flow in Q4 reached $972 million, up 43%. For fiscal 2026, revenue was $7.21 billion, up 18%, with billings of $7.77 billion, up 30%, and free cash flow of $2.41 billion, up 54%. Remaining performance obligations were $8.30 billion, up 20%, showing strong future contracted business.

Management highlighted outperformance in AECO and construction and emphasized long-term positioning in cloud and AI. For fiscal 2027, Autodesk guides revenue to $8.10–$8.17 billion, GAAP EPS to $7.76–$8.39, and non-GAAP EPS to $12.29–$12.56, with free cash flow of $2.70–$2.80 billion.

Rhea-AI Summary

Autodesk, Inc. announced a global restructuring plan that marks the final phase of its sales and marketing optimization program. The plan will eliminate about 7% of its workforce, or roughly 1,000 employees, with many cuts in customer-facing sales roles, while reallocating resources to strategic priorities.

Autodesk expects total pre-tax restructuring charges of $135 million to $160 million, mainly for employee termination benefits. It plans to record $90 million to $110 million of these charges in the fourth quarter of fiscal 2026, with the balance in fiscal 2027, and to complete the plan by the end of its fourth quarter of fiscal 2027.

Alongside the restructuring, Autodesk reported strong performance in the fourth quarter of fiscal 2026 and now expects its quarterly and full-year billings, revenue, non-GAAP operating margin, non-GAAP EPS, and free cash flow to all exceed the top end of its prior guidance. The restructuring charges will be excluded from its non-GAAP financial measures.

Rhea-AI Summary

Autodesk, Inc. (ADSK) has reported financial results for its third fiscal quarter ended October 31, 2025, via a press release furnished as Exhibit 99.1 to this Form 8-K. The company highlights several key performance metrics it uses to assess its recurring business, including billings, recurring revenue, and its net revenue retention rate (NR3), explaining that these are meant to complement, not replace, GAAP revenue measures.

Autodesk also explains its use of non-GAAP financial measures such as non-GAAP net earnings and non-GAAP earnings per diluted share, describing the main items excluded, including stock-based compensation, amortization of acquired intangibles, restructuring and exit costs, acquisition-related costs, gains and losses on strategic investments, and certain income tax adjustments. The company emphasizes that reconciliations to GAAP are provided in the press release. In addition, Autodesk notes that it has posted supplemental investor materials on its investor relations website and that it uses this site as a channel for disclosing material information and meeting its Regulation FD obligations.

Rhea-AI Summary

On August 28, 2025, Autodesk, Inc. furnished a press release reporting financial results for the second fiscal quarter ended July 31, 2025, as Exhibit 99.1 to this Form 8-K. The filing explains that Autodesk uses supplemental key performance metrics—billings, recurring revenue, and net revenue retention rate (NR3)—to monitor its recurring business and that these metrics are presented in addition to GAAP measures.

The filing also describes Autodesk's use of non-GAAP financial measures, noting exclusions such as stock-based compensation, amortization of acquired intangibles, restructuring and exit costs, gains/losses on strategic investments, and certain income tax adjustments, and it directs investors to the Exhibit 99.1 reconciliation. Autodesk posted supplemental investor materials on its investor relations website and states those materials and the exhibit are furnished, not "filed," for Exchange Act purposes.

Rhea-AI Summary

Autodesk, Inc. (ADSK) filed an 8-K covering outcomes of its 18 June 2025 Annual Meeting and related governance actions.

Board & Committee Updates: Newly elected directors Jeff Epstein and A. Christine (Christie) Simons were placed on the Audit Committee, with the Board designating both as “audit committee financial experts” under Reg. S-K Item 407(d)(5). The full slate of ten incumbent directors was re-elected; support ranged from 86 % to 98 % of votes cast.

Equity Incentive Plan: Shareholders approved the amendment and restatement of the 2022 Equity Incentive Plan (filed as Exhibit 10.1). This refresh broadens the share reserve and maintains key incentive design features intended to attract and retain talent.

Additional Shareholder Votes:Auditor ratification: Ernst & Young LLP confirmed for FY 2026 (90 % “For”). • Say-on-Pay: 152.9 M For vs. 20.3 M Against (approx. 12 % opposition).

Overall, the meeting produced no operational or financial revisions but modestly strengthens governance via committee expertise and refreshed equity compensation capacity.