Every material Form 8-K Autodesk has filed with the SEC since April 24, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Autodesk sold $1.0 billion of senior notes in two $500 million tranches, due 2029 and 2033, under an underwriting agreement dated September 8, 2026. The company plans to use the proceeds, along with cash on hand, to repay $1.0 billion of its term loan, so the deal refinances existing borrowing rather than adding a stated new use of funds.
2029 Notes: $500 million at 5.050% interest, paid semi-annually
2033 Notes: $500 million at 5.650% interest, paid semi-annually, first payment March 15, 2027
Proceeds plus cash on hand to repay $1.0 billion under a term loan dated June 15, 2026
Indenture limits liens, sale-leasebacks and certain mergers; a bankruptcy or payment default could trigger acceleration
Autodesk reported second-quarter fiscal 2027 revenue of $2.05 billion, up 16% year over year, and GAAP diluted earnings per share of $2.33 versus $1.46 a year earlier. The company raised its fiscal 2027 billings and revenue growth guidance, citing higher underlying growth expectations and the contribution from the MaintainX acquisition, while keeping its non-GAAP operating margin guidance unchanged.
Q2 revenue of $2,046 million, up 16% (14% in constant currency); billings of $1,854 million, up 10%
GAAP diluted EPS of $2.33 versus $1.46 a year earlier; non-GAAP EPS of $3.30, up $0.68 year over year
FY27 revenue guidance of $8,295 million to $8,345 million; non-GAAP operating margin guidance unchanged at about 39%
FY27 free cash flow guidance narrowed to $2,725 million to $2,750 million, including about $45 million of MaintainX transaction expenses
Autodesk amended its unsecured revolving credit facility on June 15, 2026, raising its commitments from $1.5 billion to $2 billion and easing borrowing conditions for up to $1.0 billion used at closing of its MaintainX acquisition. The company also signed a $1.0 billion, 364-day delayed draw term loan with Citibank, limited to funding that acquisition, which adds new borrowing capacity tied to the deal. The filing does not state the acquisition price or the company's current debt balance.
Revolving credit facility increased from $1.5 billion to $2 billion, effective June 15, 2026
$1.0 billion unsecured term loan, delayed draw and limited to funding the MaintainX acquisition closing, matures 364 days after closing
Term loan SOFR margin of 0.625% to 1.125%, depending on the company's public debt rating
Ticking fee of 0.050% to 0.125% per annum on undrawn term loan commitments, starting 120 days after June 15, 2026
Autodesk reported first-quarter fiscal 2027 revenue of $1.93 billion, up 18% from a year earlier, with GAAP net income of $491 million compared with $152 million. The company raised its fiscal 2027 guidance and said it will acquire MaintainX, with the acquisition's impact to be added to guidance after closing.
Q1 revenue was $1.93 billion, up 18% as reported and 16% in constant currency; GAAP diluted EPS was $2.32 versus $0.70 a year earlier.
Non-GAAP diluted EPS was $2.99; free cash flow was $876 million, up 58%.
FY27 guidance: revenue $8.155 billion to $8.215 billion; non-GAAP EPS $12.40 to $12.65; the guidance excludes MaintainX.
Restructuring and other exit costs were $30 million, down from $105 million a year earlier.
Autodesk entered a merger agreement to buy MaintainX, a maintenance and operations software company, for approximately $3.575 billion, subject to customary adjustments. The deal is to be funded through cash on hand and debt, and closing requires U.S. antitrust clearance, with August 3, 2026 as the earliest closing date.
Aggregate consideration of approximately $3.575 billion, described in the press release as about $3.6 billion, all cash
Funding through cash on hand and debt, including a new 364-day term loan facility and possible revolving credit borrowings
Earliest closing date August 3, 2026; agreement can be terminated if not closed by November 28, 2026, subject to extensions
MaintainX expects more than $135 million of annualized recurring revenue for calendar year 2026, growth above 50 percent
Autodesk announced that its board has nominated Omar Abbosh, CEO of Pearson, as a new independent director for election at the upcoming annual meeting. Director Stephen Milligan, who has served on the audit committee, will not stand for re-election and will continue serving until his current term ends. The board will have 11 directors, 10 of them independent, after the annual meeting.
Omar Abbosh, chief executive officer of Pearson, nominated as a new independent director for election at the annual meeting
Stephen Milligan informed the board on April 20, 2026, that he will not stand for re-election
Milligan will serve until the conclusion of his current term
Board will consist of 11 directors, 10 of whom are independent, after the annual meeting
Autodesk reported fourth-quarter fiscal 2026 revenue of $1.96 billion, up 19% from a year earlier, and GAAP diluted earnings of $1.48 per share, up from $1.40. The company also issued fiscal 2027 guidance for revenue of $8.100 billion to $8.170 billion and GAAP diluted EPS of $7.76 to $8.39, and said it expects temporary risk to billings and revenue as it rolls out a sales optimization plan.
Q4 fiscal 2026 revenue was $1,957 million, up 19%, and non-GAAP diluted EPS was $2.85, up from $2.29
Restructuring, other exit costs, and facility reductions were $100 million in Q4, up from $15 million a year earlier
Fiscal 2027 guidance: revenue $8,100 million to $8,170 million, free cash flow $2,700 million to $2,800 million
First-quarter fiscal 2027 revenue guidance is $1,885 million to $1,900 million
Autodesk announced a restructuring plan that will eliminate about 1,000 roles, roughly 7% of its workforce, with most cuts in customer-facing sales, and expects $135 million to $160 million in pre-tax charges. The company also said fourth-quarter and full-year fiscal 2026 billings, revenue, non-GAAP operating margin, non-GAAP earnings per share and free cash flow are now expected to be above the top end of its prior guidance, so shareholders face a higher near-term charge alongside stronger expected results.
About 1,000 employees, roughly 7% of the workforce, to be terminated, with a significant portion in customer-facing sales.
Expected pre-tax restructuring charges of $135 million to $160 million, with $90 million to $110 million recorded in the fourth quarter of fiscal 2026.
Fourth-quarter and full-year fiscal 2026 billings, revenue, non-GAAP operating margin, non-GAAP EPS and free cash flow now expected above the top end of guidance given November 25, 2025.
Plan expected to be completed by the end of the fourth quarter of fiscal 2027; charges to be excluded from non-GAAP measures.
Autodesk reported fiscal third-quarter 2026 revenue of $1.85 billion, up 18% from a year earlier, with GAAP diluted earnings per share of $1.60 versus $1.27. The company raised its full-year fiscal 2026 guidance, which now includes revenue of $7.150 billion to $7.165 billion and GAAP EPS of $5.16 to $5.33.
Q3 fiscal 2026 revenue was $1,853 million, up 18% as reported and in constant currency; Americas $820 million, EMEA $715 million, APAC $318 million.
GAAP diluted EPS was $1.60 versus $1.27 a year earlier; non-GAAP EPS was $2.67, up $0.50 year over year.
Full-year fiscal 2026 guidance now calls for revenue of $7,150 million to $7,165 million and non-GAAP EPS of $10.18 to $10.25; the prior guidance figures are not in the filing.
Autodesk reported fiscal second-quarter revenue of $1.76 billion, up 17% from a year earlier, and GAAP diluted EPS of $1.46, up from $1.30. The company raised its full-year fiscal 2026 guidance, citing first-half strength and foreign exchange tailwinds, and said the SEC and the U.S. Attorney's Office for the Northern District of California have closed their investigations.
Revenue was $1,763 million, up 17% (18% in constant currency); billings were $1,678 million, up 36%.
GAAP diluted EPS was $1.46 versus $1.30; non-GAAP diluted EPS was $2.62, up $0.47.
Full-year fiscal 2026 revenue guidance is $7,025 million to $7,075 million; non-GAAP EPS guidance is $9.80 to $9.98.
The SEC notified the company on August 19, 2025, and the U.S. Attorney's Office notified it on August 21, 2025, that each was closing its matter.
At its June 18, 2025 annual meeting, Autodesk stockholders elected ten directors and approved an amended and restated 2022 Equity Incentive Plan. The Board also appointed directors Jeff Epstein and Christie Simons to the Audit Committee, and the Board determined that both are audit committee financial experts.
Equity plan amendment approved with 161,559,339 votes for, 11,627,585 against, 474,550 abstentions and 15,033,309 broker non-votes
Ernst & Young LLP ratified as independent auditor for the fiscal year ending January 31, 2026, with 169,330,158 votes for and 19,127,944 against
Jeff Epstein and Christie Simons appointed to the Audit Committee on June 18, 2025
Autodesk sold $500 million of 5.300% senior notes due 2035 under an underwriting agreement dated June 3, 2025. The company said it plans to use the proceeds for general corporate purposes, which may include repaying other debt. The filing sets out the notes' interest schedule and key covenants, and does not disclose a change in operating results.
Principal amount: $500 million of 5.300% Notes due 2035, issued in a public offering under a Form S-3 registration statement.
Underwriting agreement dated June 3, 2025 with Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives.
Interest is paid semi-annually on June 15 and December 15, starting December 15, 2025; the Sixth Supplemental Indenture is dated June 6, 2025.
Autodesk reported first-quarter fiscal 2026 revenue of $1,633 million, up 15% from a year earlier, and non-GAAP diluted EPS of $2.29, up $0.42. GAAP diluted EPS fell to $0.70 from $1.16 as net income dropped to $152 million from $252 million, with a $105 million restructuring charge among the factors. The company also said its chief accounting officer, Stephen W. Hope, will step down, with CFO Janesh Moorjani taking on the principal accounting officer role.
Q1 fiscal 2026 revenue of $1,633 million, up 15% (16% in constant currency); GAAP diluted EPS $0.70, down $0.46 year over year
Net income $152 million versus $252 million a year earlier; restructuring, other exit costs, and facility reductions were $105 million in the quarter
Q2 fiscal 2026 revenue guidance $1,720 million to $1,730 million; full-year revenue guidance $6,925 million to $6,995 million
Stephen W. Hope to step down as principal accounting officer after the Form 10-Q filing and leave the company at the end of August 2025; CFO Janesh Moorjani to also serve as principal accounting officer
Autodesk entered a credit agreement on May 8, 2025, providing an unsecured revolving loan facility of $1.5 billion with Citibank, N.A. as administrative agent. The company had no outstanding revolving loans under the facility as of that date, and it terminated its existing credit agreement dated September 30, 2021, in connection with the new one.
Unsecured revolving facility of $1.5 billion; no loans outstanding as of May 8, 2025
Scheduled termination date of May 8, 2030; commitments can be increased up to $2.0 billion, no more than twice per calendar year
Interest at Term SOFR plus a margin of 0.575% to 1.000%, depending on the company's public debt rating
Maximum leverage ratio of 3.50:1.00 (Consolidated Covenant Debt to Consolidated EBITDA), with a temporary increase to 4.00:1.00 after certain acquisitions
Autodesk entered a cooperation agreement with Starboard Value and its affiliates on April 23, 2025. Jeff Epstein and Anna Christine Simons join the board as non-voting observers and become voting directors after the June 18, 2025 annual meeting, and Starboard withdraws its March 20, 2025 director nominations. The agreement gives shareholders a settled board line-up for the 2025 annual meeting, with Starboard bound by voting and standstill terms.
Epstein and Simons will be appointed to the board immediately after the June 18, 2025 annual meeting and serve as non-voting observers until then.
Starboard withdraws its March 20, 2025 letter nominating director candidates and agrees to vote for board nominees, subject to limited exceptions.
Starboard agrees to a standstill period, and Autodesk will reimburse its reasonable documented fees and expenses from August 1, 2024.
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