10-K – 2026-03-03 – adsk-20260131.htm

its stock-based payment awards for grants of employee stock purchases related to the employee stock purchase plan using the Black-Scholes-Merton (“BSM”) option-pricing model. To determine the grant-date fair value of our stock-based payment awards for restricted stock units and performance stock units, we use the quoted stock price on the date of grant unless the awards are subject to market conditions, in which case we use the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. These variables include our expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. The variables used in these models are reviewed when awards are granted and adjusted as needed. Stock-based compensation cost for restricted stock is measured on the closing fair market value of our common stock on the date of grant. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:

Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 2026 January 31, 2025 January 31, 2024
Performance Stock Unit ESPP Performance Stock Unit ESPP Performance Stock Unit ESPP
Range of expected volatilities
29.7 - 33.4 %
28.3 - 29.6 %
29.4 - 31.4 %
28.7 - 34.5 %
40.9 - 42.5 %
29.4 - 42.4 %

Range of expected lives (in years)
N/A
0.5 - 2.0
N/A
0.5 - 2.0
N/A
0.5 - 2.0

Expected dividends — % — % — % — % — % — %
Range of risk-free interest rates
3.8 - 4.1 %
3.6 - 4.3 %
  5.2 %
3.6 - 5.4 %
4.3 - 4.7 %
4.3 - 5.5 %

Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures: (1) a measure of historical volatility in the trading market for the Company’s common stock, and (2) the implied volatility of traded options to purchase shares of the Company’s common stock. The expected volatility for performance stock units subject to market conditions includes the expected volatility of companies within the S&P North American Technology Software Index with a market capitalization over $ 2.0 billion, depending on the award type.

The range of expected lives of ESPP awards are based upon the four six-month exercise periods within a 24 -month offering period.

Autodesk did not pay cash dividends in fiscal 2026, 2025, or 2024 and does not anticipate paying any cash dividends in the foreseeable future. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the Monte Carlo simulation model. The risk-free interest rate used in the BSM option pricing model and the Monte Carlo simulation model for stock-based awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. Autodesk recognizes expense only for the stock-based awards that ultimately vest. Autodesk accounts for forfeitures of stock-based awards as those forfeitures occur.

Employee Qualified Stock Purchase Plan (“ESPP”)

Under Autodesk’s ESPP, which was approved by stockholders in 1998, as amended and restated, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15 % of their eligible compensation, subject to certain limitations, at 85 % of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four six-month exercise periods within a 24 -month offering period.

At January 31, 2026, a total of 3 million shares were available for future issuance. Under the ESPP, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESPP does not have an expiration date.

A summary of the ESPP activity for the fiscal years ended January 31, 2026, 2025, and 2024 was as follows:

Fiscal year ended January 31,
2026 2025 2024
Issued shares (in thousands) 623   732   791  
Average price of issued shares $ 219.42   $ 165.89   $ 163.91  
Weighted average grant date fair value of awards granted under the ESPP $ 85.48   $ 78.93   $ 68.70  

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Autodesk recorded $ 115 million, $ 41 million, and $ 63 million of compensation expense associated with the ESPP in fiscal 2026, 2025, and 2024, respectively.

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and awards granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2026:

(a) (b) (c)
Plan category Number of securities to be issued upon exercise or vesting of outstanding options and awards (in millions) Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (1)
Equity compensation plans approved by security holders 4   $ 22.19   27  
Total 4   $ 22.19   27  

____________________ 
(1) Included in this amount are 3 million securities available for future issuance under Autodesk’s ESPP.

5.      Income Taxes

The provision for income taxes consists of the following:
  Fiscal year ended January 31,
2026 2025 2024
Federal:
Current $ ( 65 ) $ 138   $ 86  
Deferred 257   ( 87 ) ( 97 )
Total federal 192 51 ( 11 )
State:
Current ( 1 ) 19   21  
Deferred 14   ( 5 ) 3  
Total state 13 14 24
Foreign:
Current 244   229   206  
Deferred 30   ( 22 ) 11  
Total foreign 274 207 217
Income tax provision $ 479   $ 272   $ 230  

Domestic and foreign pretax income from continuing operations is as follows:

Fiscal Year Ended January 31,
2026 2025 2024
Domestic $ 637   $ 392   $ 406  
Foreign 966   992   730  
Total pretax income $ 1,603   $ 1,384   $ 1,136  

For the year ended January 31, 2026, the differences between the U.S. statutory rate and the aggregate income tax provision, presented in accordance with the guidance in ASU 2023-09, are as follows:

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  Fiscal year ended January 31, 2026
U.S. federal statutory tax rate $ 337   21   %
State and local income taxes, net of federal income tax effect 13   1   %
Foreign tax effects
Australia
Changes in valuation allowances 19   1   %
Other ( 3 ) —   %
Brazil
Withholding taxes 20   1   %

Ireland
Statutory income tax rate differential ( 74 ) ( 5 ) %
Other 20   1   %
Other withholding taxes 54   3   %
Other foreign jurisdictions ( 8 ) —   %

Effect of cross-border tax laws
Net controlled foreign corporation tested income 164   10   %
Other effects on cross-border tax laws ( 12 ) ( 1 ) %
Tax credits
Foreign tax credits ( 73 ) ( 5 ) %
Research and development tax credits ( 30 ) ( 2 ) %

Nontaxable or non-deductible items
Tax effect of non-deductible stock-based compensation 65   4   %
Other nontaxable or non-deductible items 13   1   %
Changes in unrecognized tax benefits ( 30 ) ( 2 ) %
Other adjustments
Stock compensation excess benefits ( 29 ) ( 2 ) %
Other adjustments 33   2   %
Income tax provision (1) $ 479   30   %
_______________
(1) Totals may not sum due to rounding.

For fiscal 2026, state taxes in Illinois, New Jersey, New York, and Pennsylvania comprised greater than 50% of the taxes presented in the State income tax category.

For fiscal 2025 and fiscal 2024, the differences between the U.S. statutory rate and the aggregate income tax provision are presented in accordance with the guidance prior to the adoption of ASU 2023-09.

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  Fiscal year ended January 31,
2025 2024
Income tax provision(benefit) at U.S. Federal statutory rate $ 291   $ 239  
State income tax benefit, net of the U.S. federal benefit 10   24  
Foreign income taxed at rate different from the U.S. statutory rate ( 34 ) ( 12 )
Valuation allowance adjustment ( 15 ) 1  
Tax effect of nondeductible stock-based compensation 25   38  
Stock compensation windfall/shortfall ( 28 ) 2  
Research and development tax credit benefit ( 18 ) ( 17 )
Closure of income tax audits and changes in uncertain tax positions 52   13  
Tax effect of officer compensation in excess of $1M 9   8  
Nondeductible expenses 5   2  
Global intangible low-taxed income, foreign derived intangible income ( 30 ) ( 39 )
Acquisition-related integration 1   ( 29 )
Other 4   —  
Income tax provision $ 272   $ 230  

Significant components of Autodesk’s deferred tax assets and liabilities are as follows:
  January 31,
2026 2025
Stock-based compensation $ 55   $ 55  
Research and development tax credit carryforwards 139   109  
Foreign tax credit carryforwards 44   20  
Accrued compensation and benefits 52   19  
Other accruals not currently deductible for tax 18   15  
Capitalized research and development 392   696  
Fixed assets 12   18  
Lease liability 54   61  
Tax loss carryforwards 304   14  
Deferred revenue —   427  
Purchased technology 55   38  
Other 65   40  
Total deferred tax assets 1,190   1,512  
Less: valuation allowance ( 156 ) ( 131 )
Net deferred tax assets 1,034   1,381  
Indefinite lived intangibles ( 166 ) ( 143 )
Right-of-use assets ( 34 ) ( 37 )
Deferred taxes on foreign earnings ( 24 ) ( 28 )
Other ( 8 ) —  
Total deferred tax liabilities ( 232 ) ( 208 )
Net deferred tax assets $ 802   $ 1,173  

Deferred tax assets arise primarily from tax credits, net operating losses, and timing differences for reserves, accrued liabilities, stock options, deferred revenue, purchased technologies, and capitalized intangibles, partially offset by U.S. deferred tax liabilities primarily on acquired intangibles and valuation allowances on deferred tax assets. Autodesk regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, Autodesk evaluates whether it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence.

Autodesk believes it will generate sufficient future taxable income in appropriate tax jurisdictions to realize its deferred tax assets for which a valuation allowance has not been recorded. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

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The Company continues to retain a valuation allowance against New Zealand, California, Massachusetts and Michigan deferred tax assets and deferred tax assets relating to capital losses or assets that will convert into a capital loss upon reversal in Australia and U.S., as the Company does not have sufficient income of the appropriate character to benefit these deferred tax assets. In fiscal 2026, a valuation allowance was established in Australia on deferred tax assets that will convert to capital loss upon reversal. The Company also released its valuation allowance in Portugal based on positive evidence supporting the realization of its deferred tax assets in fiscal 2026.

The Company has elected to recognize any potential NCTI obligations as an expense in the period it is incurred.

As of January 31, 2026, Autodesk had $ 1.33 billion of cumulative U.S. federal tax loss carryforwards and $ 812 million of cumulative U.S. state tax loss carryforwards, which may be available to reduce future income tax liabilities in federal and state jurisdictions. The U.S. federal losses generated beginning in fiscal 2019 are carried forward indefinitely. The U.S. state tax loss carryforward will expire beginning fiscal 2025 through fiscal 2046. In addition to U.S. federal and state tax loss carryforwards, Norway, New Zealand and other foreign jurisdictions incurred tax losses totaling $ 22 million, which may be available to reduce future income tax liabilities. Our Norway and New Zealand losses of $ 13 million and $ 7 million, respectively, have an indefinite expiration period. New Zealand losses have a full valuation allowance against them on our balance sheet as the Company has determined it is more likely than not that these losses will not be utilized.

As of January 31, 2026, Autodesk had $ 38 million of cumulative U.S. federal research tax credit carryforwards, $ 143 million of cumulative California state research tax credit carryforwards, $ 18 million of cumulative Massachusetts state research tax credit carryforwards, and $ 38 million of cumulative Canadian federal research tax credit carryforwards, which may be available to reduce future income tax liabilities in the respective jurisdictions. The federal research tax credit carryforward will expire beginning of fiscal 2046, the state research tax credit carryforwards in California and Massachusetts may reduce future California and Massachusetts income tax liabilities indefinitely in those respective states, and the Canadian research tax credit carryforwards will expire beginning fiscal 2033 through fiscal 2046. Autodesk also has $ 52 million of cumulative U.S. federal foreign tax credit carryforwards, which may be available to reduce future U.S. tax liabilities. These foreign tax credits will expire beginning fiscal 2032 through fiscal 2036. As discussed above, the California and Massachusetts cumulative assets have full valuation allowance against them on our balance sheet as the Company has determined it is more likely than not that these losses and credits will not be utilized.

Utilization of net operating losses and tax credits may be subject to an annual limitation due to ownership change limitations provided in the IRS and similar state provisions. This annual limitation may result in the expiration of net operating losses and credits before utilization. No ownership change has occurred through the balance sheet date that would result in permanent losses of the U.S. federal and state tax attributes.

As of January 31, 2026, the Company had $ 307 million of gross unrecognized tax benefits, of which $ 50 million would reduce our valuation allowance, if recognized. The remaining $ 257 million would impact the effective tax rate. The amount of unrecognized tax benefits that will decrease in the next twelve months due to statute lapses is $ 162 million.

A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows:
Fiscal Year Ended January 31,
2026 2025 2024
Gross unrecognized tax benefits at the beginning of the fiscal year $ 312   $ 261   $ 238  
Increases for tax positions of prior years 20   31   23  
Decreases for tax positions of prior years ( 7 ) —   ( 11 )
Increases for tax positions related to the current year 21   29   13  
Decreases relating to settlements with taxing authorities —   ( 9 ) —  
Reductions as a result of lapse of the statute of limitations ( 39 ) —   ( 2 )
Gross unrecognized tax benefits at the end of the fiscal year $ 307   $ 312   $ 261  

    
It is the Company’s continuing practice to recognize interest and/or penalties related to income tax matters in income tax expense. Autodesk had $ 20 million, $ 15 million, and $ 7 million, net of tax benefit, accrued for interest and penalties related to unrecognized tax benefits as of January 31, 2026, 2025, and 2024, respectively. There was $ 4  million, $ 9 million, and $ 2 million of net expense for interest and penalties related to tax matters recorded through the Consolidated Statements of Operations for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.

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The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of fiscal 2026, tax years 2023 through 2026 remain subject to examination by the relevant tax authorities. Although tax years prior to 2023 are generally closed, tax authorities may review and adjust net operating loss carryforwards, tax credit carryforwards, and other tax attributes generated in closed years to the extent such attributes are utilized in an open tax year.

Autodesk files tax returns in multiple foreign taxing jurisdictions with open tax years ranging from fiscal 2005 to 2026.

Cash taxes paid is as follows:
  Fiscal year ended January 31,
2026
Federal $ —  
State ( 1 )
Foreign — 
Brazil 19  
Ireland 119  
Singapore 15  
Other foreign jurisdictions 106  
Total cash taxes paid $ 258  

6.      Acquisitions

The results of operations for the following acquisitions are included in the accompanying Consolidated Statements of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because the effects of these acquisitions were not material to Autodesk’s Consolidated Financial Statements.

Fiscal 2026 Acquisitions

During the fiscal year ended January 31, 2026, Autodesk did not complete any business combinations.

Fiscal 2025 Acquisitions

On May 20, 2024, Autodesk acquired 100 % of Aether Media, Inc. (“Aether”), a provider of a cloud-based artificial intelligence pipeline for creating computer-generated 3D characters into live-action scenes, for total consideration of $ 131 million in cash. Of the total consideration transferred, $ 122 million was considered purchase consideration.

On March 15, 2024, Autodesk acquired 100 % of the PIX business of X2X, LLC (“PIX”), a production management solution for secure review and content collaboration in the media and entertainment industry for total consideration of $ 266 million in cash.

On February 20, 2024, Autodesk acquired 100 % of the outstanding stock of Payapps Limited (“Payapps”), a leading cloud-based software platform for managing construction-related payments, for total consideration of $ 387  million in cash. Of the total consideration transferred, $ 381  million was considered purchase consideration.

The results of operations for fiscal 2025 acquisitions were included in the accompanying Consolidated Statement of Operations from the dates of the respective acquisitions. Goodwill of $ 164 million and $ 185 million is expected to be deductible for U.S. income tax purposes for Payapps and PIX, respectively. No goodwill is deductible for U.S. income tax purposes for Aether.

Fiscal 2024 Acquisitions

During the fiscal year ended January 31, 2024, Autodesk completed three business combinations. The acquisition-date fair value of the consideration transferred totaled $ 85  million in cash. Of the total consideration transferred, $ 71  million was considered purchase consideration.

The results of operations for fiscal 2024 acquisitions were included in the accompanying Consolidated Statement of Operations from the dates of the respective acquisitions. Goodwill of $ 34  million is deductible for U.S. income tax purposes.

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7.      Balance Sheet Components

Accounts Receivable, Net

Accounts receivable, net, consisted of the following as of January 31:
2026 2025
Trade accounts receivable $ 1,535   $ 1,086  
Less: Allowance for credit losses ( 4 ) ( 3 )
Product returns reserve ( 13 ) ( 8 )
Partner programs and other obligations ( 79 ) ( 67 )
Accounts receivable, net $ 1,439   $ 1,008  

Allowances for credit losses on trade receivables and contract assets were not material as of January 31, 2026 and 2025.

Intangible Assets, Net

Intangible assets and related accumulated amortization at January 31, 2026 were as follows:

Gross Carrying Amount Accumulated Amortization Net
Customer relationships $ 749   $ ( 534 ) $ 215  
Developed technologies 1,189   ( 947 ) 242  
Trade names and patents 122   ( 118 ) 4  
Other 9   ( 3 ) 6  
Total intangible assets $ 2,069   $ ( 1,602 ) $ 467  

Intangible assets and related accumulated amortization at January 31, 2025 were as follows:

Gross Carrying Amount Accumulated Amortization Net
Customer relationships $ 735   $ ( 480 ) $ 255  
Developed technologies 1,154   ( 849 ) 305  
Trade names and patents 122   ( 115 ) 7  
Other 7   —   7  
Total intangible assets $ 2,018   $ ( 1,444 ) $ 574  

The majority of Autodesk’s intangible assets are amortized to expense over the estimated economic life, which ranges from 3 to 15 years. Amortization expense for intangible assets was $ 150 million in fiscal 2026, $ 134 million in fiscal 2025, and $ 89 million in fiscal 2024.

The weighted average amortization period for intangible assets during fiscal 2026 was 7.0 years. Expected future amortization expense for intangible assets for each of the fiscal years ended thereafter is as follows:
  Fiscal Year ended January 31,
2027 $ 156  
2028 105  
2029 80  
2030 31  
2031 16  
Thereafter 79  
Total $ 467  

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Computer Equipment, Software, Furniture, and Leasehold Improvements, Net

Computer equipment, software, furniture, leasehold improvements, and the related accumulated depreciation at January 31 were as follows:
2026 2025
Computer hardware, at cost $ 90   $ 103  
Computer software, at cost 61   42  
Furniture and equipment, at cost 104   100  
Leasehold improvements, land and buildings, at cost 349   333  
604   578  
Less: Accumulated depreciation ( 483 ) ( 461 )
Computer equipment, software, furniture, and leasehold improvements, net $ 121   $ 117  

Depreciation expense was $ 43 million in fiscal 2026, $ 43 million in fiscal 2025, and $ 47 million in fiscal 2024. Impairment losses were no t material in fiscal years ended January 31, 2026, 2025, and 2024.

Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. These capitalized costs are amortized straight-line over the software’s expected useful life, which is generally three years . Autodesk had no material capitalized internal use software development costs at January 31, 2026 and 2025.

Goodwill

The following table summarizes the changes in the carrying amount of goodwill as of January 31:
2026 2025
Goodwill beginning of the year (1) $ 4,242   $ 3,653  
Additions arising from acquisitions during the year —   619  
Effect of foreign currency translation and measurement period adjustments (2) 53   ( 30 )

Goodwill, end of the year (1) $ 4,295   $ 4,242  
______________ 
(1) Accumulated impairment losses as of both January 31, 2026 and 2025, were $ 149  million .
(2) Measurement period adjustments reflect revisions made to the Company's preliminary determination of estimated fair value of assets and liabilities assumed.

Autodesk did no t recognize any goodwill impairment losses during the fiscal years ended January 31, 2026, 2025 and 2024.

8.      Borrowing Arrangements

In May 2025, the Company terminated its previous credit agreement and entered into a new Credit Agreement (“2025 Credit Agreement”) by and among the Company, the lenders party thereto and Citibank, N.A. (“Citibank”), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $ 1.5 billion, with an option to increase the principal amount to $ 2 billion subject to receipt of additional commitments and other customary conditions. The revolving credit facility is available for working capital and general corporate purposes. The 2025 Credit Agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk’s assets, and restrict Autodesk’s ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain compliance with the financial covenants. The 2025 Credit Agreement requires the Company to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the 2025 Credit Agreement) no greater than 3.50 :1.00 during the term of the credit facility, subject to adjustment following the consummation of certain acquisitions up to 4.00 :1.00 for up to four consecutive fiscal quarters. At January 31, 2026, Autodesk was in compliance with the 2025 Credit Agreement covenants. Revolving loans under the 2025 Credit Agreement will bear interest, at the Company’s option, at either (i) a per annum rate equal to the Base Rate (as defined in the 2025 Credit Agreement) or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the Secured Overnight Financing Rate, plus a margin of between 0.575 % and 1.000 %, depending on the Company’s Public Debt Rating. The Company is also obligated to pay to each lender a facility fee on a

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quarterly basis based on amounts committed (whether used or unused) under the revolving facility of between 0.050 % and 0.125 % per annum, depending on the Company’s Public Debt Rating. The scheduled termination date under the 2025 Credit Agreement is May 8, 2030, which termination date may be extended with respect to some or all of the commitments under the 2025 Credit Agreement subject to certain terms and conditions, including the consent of each lender holding commitments to be extended. As of January 31, 2026, Autodesk had no outstanding borrowings under the 2025 Credit Agreement.

The outstanding borrowings as of January 31, 2026, were as follows:

Instrument Date of Issuance Principal Outstanding Fair value
5.30 % Senior Notes due June 15, 2035 (1)
June 2025 $ 500 $ 514
2.40 % Senior Notes due December 15, 2031
October 2021 1,000 889
2.85 % Senior Notes due January 15, 2030
January 2020 500 473
3.50 % Senior Notes due June 15, 2027
June 2017 500 496
Total principal outstanding 2,500
Less unamortized debt discount and issuance costs (2) 17
Total notes payable, net $ 2,483

_______________ 
(1) A portion of the proceeds of the senior notes was used for the repayment of $ 300  million of 4.375 % notes due June 15, 2025, and the remainder is available for general corporate purposes.
(2) Both the debt discount and issuance costs are being amortized to interest expense over the term of the senior notes using the effective interest method.

The 2025 Notes, 2021 Notes, 2020 Notes, and the 2017 Notes may all be redeemed at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase all the Notes, at a price equal to 101 % of their principal amount, plus accrued and unpaid interest to the date of repurchase. All Notes contain restrictive covenants that limit Autodesk’s ability to create certain liens,to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer, or lease all or substantially all of its assets, subject to important qualifications and exceptions.

The expected future principal payments for all borrowings as of January 31, 2026, were as follows:
Fiscal year ending
2027 $ —  
2028 500  
2029 —  
2030 500  
2031 —  
Thereafter 1,500  
Total principal outstanding $ 2,500  

9. Leases

Autodesk has operating leases for real estate and certain equipment. Leases have remaining lease terms of less than 1 year to 64 years, some of which include options to extend the lease with renewal terms ranging from 1 year to 5 years and some of which include options to terminate the leases within less than 1 year to 4 years. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Payments under our lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index, payments for common area maintenance that are subject to annual reconciliation, and payments for maintenance and utilities. The Company’s leases do not contain residual value guarantees or material restrictive covenants. Short-term leases are recognized in the Consolidated Statement of Operations on a straight-line basis over the lease term. Short-term lease expense was not material for the periods presented. Changes in operating lease right-of-use assets and operating lease liabilities are presented net in the “accounts payable and other liabilities” line in the Consolidated Statements of Cash Flows with the exception of “Lease-related asset impairments” which is presented in “Adjustments to reconcile net income to net cash provided by operating activities”.

During the fiscal years ended January 31, 2026, 2025, and 2024, Autodesk recorded total operating lease right-of-use

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assets impairment charges of $ 12 million, nil and $ 9 million, respectively. Autodesk assessed the asset groupings for disaggregation based on the proposed changes in use of the facilities. For asset groups where impairment was triggered, Autodesk utilized an income approach to value the asset groups by developing discounted cash flow models. The significant assumptions used in the discounted cash flow models for each of the asset groups included projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future cash flows. These significant assumptions are considered Level 1 and Level 2 inputs in accordance with the fair value hierarchy described in Note 1, “Business and Summary of Significant Accounting Policies.” The operating lease right-of-use assets and other lease-related assets charges are included in “Restructuring, other exit costs, and facility reductions” in the Company’s Consolidated Statements of Operations.

The components of lease cost were as follows:
Fiscal Year Ended January 31, 2026
Cost of subscription and maintenance revenue Cost of other revenue Marketing and sales Research and development General and administrative Total
Operating lease cost $ 6   $ 2   $ 20   $ 21   $ 9   $ 58  
Variable lease cost 1   —   3   4   2   10  

Fiscal Year Ended January 31, 2025
Cost of subscription and maintenance revenue Cost of other revenue Marketing and sales Research and development General and administrative Total
Operating lease cost $ 6   $ 2   $ 25   $ 22   $ 11   $ 66  
Variable lease cost 1   —   5   5   2   13  

Fiscal Year Ended January 31, 2024
Cost of subscription and maintenance revenue Cost of other revenue Marketing and sales Research and development General and administrative Total
Operating lease cost $ 7   $ 2   $ 28   $ 23   $ 11   $ 71  
Variable lease cost 1   1   6   5   3   16  

 Supplemental operating cash flow information related to leases was as follows:

Fiscal Year Ended January 31, 2026 Fiscal Year Ended January 31, 2025 Fiscal Year Ended January 31, 2024

Cash paid for operating leases included in operating cash flows (1) $ 89   $ 93   $ 112  
Non-cash operating lease liabilities arising from obtaining operating right-of-use assets 45   3   48  

  _______________
(1) Includes $ 10 million, $ 13 million, and $ 16  million in variable lease payments not included in “Operating lease liabilities” and “Long-term operating lease liabilities” on the Consolidated Balance Sheet for fiscal years ended January 31, 2026, 2025, and 2024, respectively.

The weighted average remaining lease term for operating leases is 5.3 years and 5.8 years at January 31, 2026 and 2025, respectively. The weighted average discount rate was 3.42 % and 2.90 % at January 31, 2026 and 2025, respectively,

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Maturities of operating lease liabilities were as follows:

Fiscal year ending
2027 $ 60  
2028 61  
2029 56  
2030 37  
2031 30  
Thereafter 31  
275  
Less imputed interest 24  
Present value of operating lease liabilities $ 251  

Operating lease amounts in the table above do not include sublease income payments of $ 55 million. Autodesk expects to receive sublease income payments of approximately $ 45 million for fiscal 2027 through fiscal 2031 and $ 10 million thereafter.

As of January 31, 2026, Autodesk had no material operating lease minimum lease payments for executed leases that have not yet commenced.

10. Derivative Instruments

The effects of derivatives designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were as follows for the fiscal years ended January 31, 2026, 2025, and 2024, (amounts presented include any income tax effects):
  Fiscal Year Ended January 31,
  2026 2025 2024
Amount of gain (loss) recognized in accumulated other comprehensive loss, net of tax, (effective portion) $ ( 41 ) $ 1   $ ( 41 )
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (effective portion)
Net revenue $ 6   $ 19   $ 57  
Cost of revenue 3   —   —  
Operating expenses 11   ( 5 ) —  

Total $ 20   $ 14   $ 57  

The amount and location of gain (loss) recognized in net income of derivatives not designated as hedging instruments on Autodesk’s Consolidated Statements of Operations were as follows for the fiscal years ended January 31, 2026, 2025, and 2024, (amounts presented include any income tax effects):

  Fiscal Year Ended January 31,
  2026 2025 2024
Interest and other income, net $ 26   $ 22   $ 9  

See Note 3, “Financial Instruments” for the fair values of derivative instruments in Autodesk’s Consolidated Balance Sheets as of January 31, 2026, and 2025.

Foreign currency contracts designated as cash flow hedges

Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as cash flow hedges. The effectiveness of the cash flow hedge contracts is assessed quantitatively using regression at inception and thereafter. To receive cash flow hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge relationship and the hedges are expected to be highly effective in offsetting changes to future cash flows on hedged transactions. The notional amounts of these contracts are presented net settled and were $ 2.06  billion at January 31, 2026, and $ 1.52 billion at January 31, 2025. Outstanding contracts are recognized as either assets or liabilities on the Company’s Consolidated Balance Sheets at fair value. The gains and losses on these hedges are included in “Accumulated other

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comprehensive loss” and are reclassified into earnings at the time the forecasted revenue or expense is recognized. The majority of the net loss of $ 17 million remaining in “Accumulated other comprehensive loss” as of January 31, 2026, is expected to be recognized into earnings within the next 24 months. Derivative contracts and related gain (loss) are presented within “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flow.

In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, Autodesk reclassifies and discloses the gain or loss on the related cash flow hedge from “Accumulated other comprehensive loss” to “ Interest and other income, net ” in the Company’s Consolidated Financial Statements at that time.

Derivatives not designated as hedging instruments

Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables, payables, and cash. The notional amounts of these foreign currency contracts are presented net settled and were $ 858 million at January 31, 2026, and $ 1.14 billion at January 31, 2025.

These forward contracts are marked-to-market at the end of each fiscal quarter with gains and losses recognized as “ Interest and other income, net .” These derivative instruments do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivative instruments are intended to offset the gains or losses resulting from the revaluation and settlement of the underlying foreign currency denominated receivables, payables, and cash.

11. Restructuring, other exit costs, and facility reductions

During the fourth fiscal quarter ended January 31, 2026, Autodesk initiated a restructuring plan (“January 2026 Plan”) that represents the culmination of Autodesk’s sales and marketing optimization program. The January 2026 Plan also reallocates resources in certain other functions to accelerate Autodesk’s strategic priorities. The January 2026 Plan includes a reduction in force that will result in the aggregate termination of approximately 7 % of the Company’s workforce, or approximately 1,000 employees, and facility reductions. Total pre-tax restructuring charges are estimated to be approximately $ 135 million to $ 160 million (inclusive of $ 100 million accrued as of January 31, 2026). Autodesk expects to complete the January 2026 Plan by the end of its fourth quarter of fiscal 2027 (ending January 31, 2027).

During fiscal 2026, Autodesk initiated a restructuring plan (“2026 Plan”) to support Autodesk's initiatives to optimize its go-to-market organization and, at the same time, to reallocate resources to Autodesk’s strategic priorities of investments in cloud, platform and artificial intelligence. With this restructuring plan, Autodesk is realigning roles to maximize talent investments and to distribute critical expertise globally. The 2026 Plan is substantially complete.

The following table sets forth the restructuring and other exit costs liability as of January 31, 2026:

Balances, January 31, 2025 Additions (3) Payments Balances, January 31, 2026
January 2026 Plan
Employee terminations costs (1) $ —   $ 98   $ ( 1 ) $ 97  
Other exit costs (2) —   2   —   2  
2026 Plan
Employee terminations costs (1) 15   93   ( 107 ) 1  
Other exit costs (2) —   4   ( 4 ) —  
Total $ 15   $ 197   $ ( 112 ) $ 100  

____________________
(1) Recorded in the Consolidated Balance Sheets under “Accrued compensation."
(2) Recorded in the Consolidated Balance Sheets under “Accounts payable."
(3) Recorded in the Consolidated Statements of Operations under “ Restructuring, other exit costs, and facility reductions ”.

During the fiscal year ended January 31, 2026, Autodesk recorded $ 12 million in lease-related assets impairments and $ 7 million in impairment charges to computer equipment, software, furniture, and leasehold improvements for facility reductions related to the 2026 Plan. These costs are included in “Restructuring, other exit costs, and facility reductions” on the Company's Consolidated Statements of Operations.

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12.      Commitments and Contingencies

Purchase Commitments

In the normal course of business, Autodesk enters into various purchase commitments for goods or services. These purchase commitments primarily result from contracts entered into for the acquisition of cloud services, marketing, and commitments related to our investment agreements with limited liability partnership funds.

Total non-cancellable purchase commitments as of January 31, 2026, were as follows:

2027 $ 303  
2028 231  
2029 69  
2030 7  
2031 3  
2032-2034 5  
Total $ 618  

Autodesk has certain royalty commitments associated with the sale and licensing of certain products. Royalty expense is generally based on a fixed rate over a specified period, dollar amount per unit sold or a percentage of the underlying revenue. Royalty expense, which was recorded under cost of subscription and maintenance revenue and cost of other revenue on Autodesk’s Consolidated Statements of Operations, was $ 21 million in fiscal 2026, $ 23 million in fiscal 2025, and $ 21 million in fiscal 2024.

Guarantees and Indemnifications

In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold, or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.

As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Legal Proceedings

Autodesk is involved in a variety of claims, suits, inquiries, investigations, and proceedings in the normal course of business including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters. Autodesk routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, Autodesk records a liability for the estimated loss. Because of inherent uncertainties related to these legal matters, Autodesk bases its loss accruals on the best information available at the time. As additional information becomes available, Autodesk reassesses its potential liability and may revise its estimates. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company’s results of operations, cash flows, or financial position in a particular period, however, based on the information known by the Company as of the date of

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this filing and the rules and regulations applicable to the preparation of the Company’s financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss.

In early March 2024, the Audit Committee of Autodesk’s Board of Directors commenced an internal investigation with the assistance of outside counsel and advisors regarding the Company’s free cash flow and non-GAAP operating margin practices (the “Internal Investigation”). On March 8, 2024, the Company voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”) to inform it of the Internal Investigation. On April 3, 2024, the United States Attorney’s Office for the Northern District of California (“USAO”) contacted the Company regarding the Internal Investigation. The Company cooperated with the SEC and USAO, including by providing certain documents and information. On August 19, 2025, the SEC notified the Company that it was closing its matter. On August 21, 2025, the USAO notified the Company that it was closing its matter as well.

On April 24, 2024, Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against the Company, our Chief Executive Officer, Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford. The complaint, which was filed shortly after the Company’s announcement of the Internal Investigation, generally alleged that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. On July 10, 2024, the Court appointed a lead plaintiff in the action, and an amended complaint was filed on September 16, 2024. The action purported to be brought on behalf of those who purchased or otherwise acquired the Company’s securities between February 23, 2023 and April 16, 2024, and sought unspecified damages and other relief. On November 25, 2024, defendants filed a motion to dismiss the complaint. On July 18, 2025, the Court granted defendants’ motion to dismiss with leave to amend.

On August 8, 2025, plaintiffs filed an amended complaint, which purported to assert claims under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. Defendants’ motion to dismiss the amended complaint was filed on August 29, 2025. On January 26, 2026, the Court granted defendants’ motion to dismiss the amended compliant with prejudice. On February 12, 2026, the Court entered judgment. Plaintiffs have thirty days from entry of judgment to file a notice of appeal. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

13.      Stock Repurchase Program

Autodesk has stock repurchase programs that are used to offset dilution from the issuance of stock under the Company’s employee stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, which has the effect of returning excess cash generated from the Company’s business to stockholders. Autodesk repurchased and retired 5 million shares in fiscal 2026 at an average repurchase price of $ 290.38 per share, 3 million shares in fiscal 2025 at an average repurchase price of $ 278.86 per share, and 4 million shares in fiscal 2024 at an average repurchase price of $ 201.54 per share.

At January 31, 2026, $ 2.48  billion and $ 5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs approved by the Board of Directors, respectively. The share repurchase programs do not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares available in the authorized pool, cash requirements for acquisitions, cash requirements to retire outstanding debt, economic and market conditions, stock price, and legal and regulatory requirements.

14.     Interest and Other Income (Expense), net

Interest and other income, net , consists of the following:
  Fiscal Year Ended January 31,
  2026 2025 2024
Interest and investment income, net $ 20   $ 28   $ 26  
Gain on foreign currency 7   6   10  
Loss on strategic investments ( 9 ) ( 10 ) ( 32 )
Other income 7   6   4  
Interest and other income, net $ 25   $ 30   $ 8  

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15.     Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of taxes, consisted of the following:

Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Gains (Losses) on Available for Sale Securities Defined Benefit Pension Components Foreign Currency Translation Adjustments Total
Balances, January 31, 2024 $ 23   $ 20   $ ( 24 ) $ ( 253 ) $ ( 234 )
Other comprehensive income (loss) before reclassifications 13   1   ( 2 ) ( 50 ) ( 38 )
Pre-tax (gain) loss reclassified from accumulated other comprehensive income ( 14 ) ( 1 ) 1   —   ( 14 )
Tax effects 2   —   —   ( 1 ) 1  
Net current period other comprehensive (loss) income 1   —   ( 1 ) ( 51 ) ( 51 )
Balances, January 31, 2025 24   20   ( 25 ) ( 304 ) ( 285 )
Other comprehensive income (loss) before reclassifications ( 26 ) 3   ( 2 ) 95   70  
Pre-tax (gain) loss reclassified from accumulated other comprehensive income ( 20 ) ( 1 ) —   —   ( 21 )
Tax effects 5   —   —   ( 1 ) 4  
Net current period other comprehensive (loss) income ( 41 ) 2   ( 2 ) 94   53  
Balances, January 31, 2026 $ ( 17 ) $ 22   $ ( 27 ) $ ( 210 ) $ ( 232 )

Reclassifications related to gains and losses on available-for-sale debt securities are included in “ Interest and other income, net .” Refer to Note 10, “Derivative Instruments” for the amount and location of reclassifications related to derivative instruments. Reclassifications of the defined benefit pension components of net periodic benefit cost are included in “ Interest and other income, net .”

16.     Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock outstanding during the period and potentially dilutive common shares, including the effect of restricted stock units, performance share awards, and stock options using the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts:

  Fiscal Year Ended January 31,
  2026 2025 2024
Numerator:
Net income $ 1,124   $ 1,112   $ 906  
Denominator:
Weighted average shares for basic net income per share 213   215   214  
Effect of dilutive securities 2   2   2  
Weighted average shares for dilutive net income per share 215   217   216  
Basic net income per share $ 5.28   $ 5.17   $ 4.23  
Diluted net income per share $ 5.23   $ 5.12   $ 4.19  

The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the fiscal year. The effect of 67 thousand, 92 thousand, and 297 thousand anti-dilutive shares were excluded from the computation of diluted net income per share for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

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17.     Segments

Autodesk operates in one operating and reportable segment, the Company as a whole. The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on consolidated net income as reported on the Consolidated Statements of Operations. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. Autodesk reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions, allocating resources, and assessing performance as the source of the Company’s reportable segments. The description of Autodesk’s products and offerings and accounting policies are described in Note 1, “Business and Summary of Significant Accounting Policies”. The measure of Autodesk’s segment assets is reported on the Consolidated Balance Sheets as total assets. Autodesk determined that the Company’s Chief Executive Officer, serves as the CODM.

The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources, evaluating financial performance, and making operating decisions of Autodesk. Consolidated net income is indicative of financial performance and is monitored by the CODM. The CODM considers budget to actual comparisons of total net revenue and consolidated net income on a regular basis when assessing the operating results and making resource decisions to improve profitability. The CODM also uses the budget to actual comparisons of total net revenue and consolidated net income to make decisions aligned with Autodesk’s strategic initiatives and go-to market strategies and capital allocation priorities.

The following table presents information about Autodesk’s reported segment total net revenue, segment profit, and significant segment expenses:

Fiscal Year ended January 31,
2026 2025 2024
Total net revenue $ 7,206   $ 6,131   $ 5,497  
Less (1):
Cost of subscription and maintenance revenue (2) 420   376   344  
Cost of other revenue (2) 74   67   68  
Amortization of developed technologies 97   85   48  
Marketing and sales (2) 1,666   1,670   1,548  
Research and development (2) 1,304   1,181   1,065  
General and administrative (2) 563   541   524  
Amortization of purchased intangibles 53   49   42  
Restructuring, other exit costs, and facility reductions 216   15   —  
New transaction model (3) 447   107   27  
Stock-based compensation 788   686   703  
Interest and other (income) expense, net ( 25 ) ( 30 ) ( 8 )
Provision for income taxes 479   272   230  
Consolidated net income $ 1,124   $ 1,112   $ 906  

____________________
(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2) The amounts of new transaction model and stock-based compensation are excluded from this line and presented separately within this table.
(3) New transaction model costs include sales incentives to solution providers, transaction fees, and internal operating costs.

The following table presents information about Autodesk’s other segment disclosures:

Fiscal Year ended January 31,
2026 2025 2024
Interest income $ 83   $ 85   $ 91  
Interest expense 80   71   71  
Depreciation, amortization, and accretion expense 195   180   139  
Amortization of costs to obtain a contract with a customer 536   212   140  

Other significant non-cash items include stock-based compensation. See disclosure in table above.

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Information regarding Autodesk's long-lived assets by geographic area were as follows:
  January 31,
  2026 2025
Long-lived assets:
Americas
U.S. $ 152   $ 170  
Other Americas 15   13  
Total Americas 167   183  
Europe, Middle East, and Africa 56   64  
Asia Pacific 55   39  
Total long-lived assets $ 278   $ 286  

18.     Retirement Benefit Plans

Pretax Savings Plan

Autodesk has a 401(k) plan that covers nearly all U.S. employees. Eligible employees may contribute up to 75 % of their pretax salary, subject to limitations mandated by the Internal Revenue Service. Autodesk makes voluntary cash contributions and matches a portion of employee contributions in cash. Autodesk’s contributions were $ 26 million in fiscal 2026, $ 27 million in fiscal 2025, and $ 26 million in fiscal 2024. Autodesk does not allow participants to invest in Autodesk common stock through the 401(k) plan.

Defined Benefit Pension Plans

Autodesk provides certain defined benefit pension plans to employees located in countries outside of the United States, primarily the United Kingdom, Switzerland, and Japan. The Company deposits funds for specific plans, consistent with the requirements of local law, with insurance companies or third-party trustees, or into government-managed accounts, and accrues for the unfunded portion of the obligation, where material.

The projected benefit obligation was $ 85 million and $ 78 million as of January 31, 2026, and January 31, 2025, respectively. The accumulated benefit obligation was $ 75 million and $ 70 million as of January 31, 2026, and January 31, 2025, respectively. The related fair value of plan assets was $ 84 million and $ 74 million as of January 31, 2026, and January 31, 2025, respectively. Our defined pension plan assets are measured at fair value and consist primarily of insurance contracts categorized as level 2 in the fair value hierarchy and an investment fund valued using net asset value. The insurance contracts represent the immediate cash surrender value of assets managed by qualified insurance companies. The assets held in the investment fund are invested in a diversified growth fund actively managed by a third party.

Autodesk recognized an aggregate pension liability for the funded status of $ 10 million and $ 9 million in “Long-term other liabilities” on the Consolidated Balance Sheet as of January 31, 2026, and January 31, 2025, respectively. Our total net periodic pension plan cost was $ 3 million, $ 3 million and $ 2 million for fiscal years 2026, 2025, and 2024, respectively.

Our expected funding for the plans during fiscal 2027 is approximately $ 5 million.

Estimated Future Benefit Payments

Estimated benefit payments over the next 10 fiscal years are as follows:
Pension Benefits
2027 $ 5  
2028 4  
2029 5  
2030 5  
2031 5  
2032-2036 25  
Total $ 49  

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Defined Contribution Plans

Autodesk also provides defined contribution plans in certain foreign countries where required by statute. Autodesk’s funding policy for foreign defined contribution plans is consistent with the local requirements in each country. Autodesk’s contributions to these plans were $ 50 million in fiscal 2026, $ 47 million in fiscal 2025, and $ 43 million in fiscal 2024.

Cash Balance Plans

Autodesk provides a cash balance plan that ensures the risks of disability, death, and longevity, in which the vested pension capital is reinvested and provides a 100% capital and interest guarantee. The weighted-average guaranteed interest crediting rate for cash balance plans was 1 %, 1 %, and 1 % for mandatory retirement savings and 0.5 %, 0.5 %, and 0.3 % for supplementary retirement savings for fiscal 2026, 2025, and 2024, respectively.

Other Plans

In addition, Autodesk offers a non-qualified deferred compensation plan to certain key employees whereby they may defer a portion (or all) of their annual compensation until retirement or a different date specified by the employee in accordance with terms of the plan. See Note 7, “Balance Sheet Components,” for further discussion.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Autodesk, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Autodesk, Inc. (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2026, expressed an unqualified opinion thereon.
Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Revenue Recognition
Description of the Matter As discussed in Note 1 to the consolidated financial statements, the Company enters into contracts with its customers that may include promises to transfer term-based product subscriptions, cloud service offerings, and support services. Revenue is recognized when control of the Company's offerings is transferred to its customers, in an amount that reflects the consideration expected in exchange for the products and services.

Auditing the Company’s revenue recognition was challenging and complex due to the effort required to analyze the accounting treatment for the Company’s various product and service offerings in accordance with ASC 606, Revenue from Contracts with Customers. This involved assessing the impact of terms and conditions in contracts with customers to determine whether products and services are considered distinct performance obligations and the related timing of revenue recognition.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's identification and evaluation of distinct performance obligations and the determination of the timing of revenue recognition.

Among other procedures, to evaluate management’s identification and evaluation of the distinct performance obligations and timing of revenue recognition, we read executed contracts for a sample of sales transactions to understand the contract, identify the promised products and services in the contract, and identify the distinct performance obligations and related timing of revenue recognition.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1983.

San Francisco, California
March 3, 2026  

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Autodesk, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Autodesk, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Autodesk, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes, and our report dated March 3, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP                                
San Francisco, California
March 3, 2026

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is (i) recorded, processed, summarized, and reported within the time periods specified in the rules of the Securities and Exchange Commission (“SEC”), and (ii) accumulated and communicated to Autodesk management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of January 31, 2026.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control—Integrated Framework. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Autodesk have been detected.

Our management has concluded that, as of January 31, 2026, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which is included in Part II, Item 8 herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the three months ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

SECURITIES TRADING PLANS OF DIRECTORS AND EXECUTIVE OFFICERS

During our fiscal quarter ended January 31, 2026, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a "non-10b5-1 trading arrangement” as defined in Regulation S-K Item 408.

ITEM 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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PART III
Certain information required by Part III is omitted from this Annual Report because we intend to file a definitive proxy statement pursuant to Regulation 14A for our Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this Annual Report (the “Proxy Statement”) and certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal One: Election of Directors,” “Security Ownership of Certain Beneficial Owners and Management,” “Governance and our Board of Directors,” and “Corporate Governance Guidelines” in our Proxy Statement.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth certain information as of March 3, 2026, regarding our executive officers.

Name Age Position
Andrew Anagnost 61 President and Chief Executive Officer
Janesh Moorjani 53 Executive Vice President and Chief Financial Officer

Steve M. Blum 61 Executive Vice President and Chief Operating Officer

Ruth Ann Keene 57 Executive Vice President, Corporate Affairs, Chief Legal Officer & Corporate Secretary

Rebecca Pearce 48 Executive Vice President, Chief People Officer

Andrew Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. He also served as Interim Chief Financial Officer from January 2021 to March 2021. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at the Company. Prior to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center.

Janesh Moorjani joined Autodesk as Executive Vice President and Chief Financial Officer in December 2024. Mr. Moorjani previously served as Chief Financial Officer of Elastic NV (“Elastic”), a software company for search-powered solutions, since August 2017 and assumed the additional responsibilities of Chief Operations Officer in May 2022. Prior to joining Elastic, Mr. Moorjani served in various executive and senior leadership, finance and sales positions at Infoblox, VMware, Cisco, PTC, and Goldman Sachs. Mr. Moorjani holds a Bachelor of Commerce degree from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania.

Steven M. Blum joined Autodesk in January 2003 and has served as Executive Vice President and Chief Operating Officer since November 1, 2022. He previously served as Executive Vice President and Chief Revenue Officer from December 2020 through January 2022 and as Vice President and Chief Revenue Officer from August 2020 to December 2020. Mr. Blum served as Executive Vice President, Worldwide Field Operations from December 2020 to November 2021 and as Senior Vice President, Worldwide Field Operations from September 2017 to December 2020. Mr. Blum served as Senior Vice President, Worldwide Sales and Services from February 2011 to September 2017. From January 2003 to February 2011, he served as Senior Vice President of Americas Sales. Prior to this position, Blum was Executive Vice President of Sales and Account Management for Parago, Inc. Blum also held positions at Mentor Graphics, most recently serving as Vice President of America's sales. Before joining Mentor Graphics, he held engineering and sales positions at NCR Corporation and Advanced Micro Devices.

Ruth Ann Keene joined Autodesk in January 2022 and has served as Executive Vice President, Corporate Affairs, Chief Legal Officer & Corporate Secretary since May 2022. Ms. Keene previously served as Senior Vice President, Chief Legal Officer, General Counsel & Corporate Secretary of Unity Technologies (“Unity”) from September 2016 to January 2022. Prior

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to joining Unity, Ms. Keene served as Vice President, Assistant General Counsel and Assistant Secretary of Autodesk from 2012 to 2016, and had served in various legal positions at Autodesk since August 2005. Before joining Autodesk, Ms. Keene was a technology transactions attorney at Morrison & Foerster, LLP.

Rebecca Pearce joined Autodesk in October 2015 and has served as Executive Vice President, Chief People Officer since January 2022. Ms. Pearce previously served as Vice President, People & Places from June 2020 to December 2021 and as Senior HR Director - Digital Platforms and Corporate Functions from September 2018 through May 2020. Ms. Pearce served as HR Director Global Territory Sales from February 2018 to September 2018 and as Asia Pacific and Japan HR Director from October 2015 through January 2018. Prior to joining Autodesk, Ms. Pearce was the HR Director Global Operations, R&D and Engineering for Dyson Limited from December 2011 to September 2015. Ms. Pearce also previously held leadership positions at Microsoft Corporation, including most recently as the Asia Pacific HR Leader for Microsoft Consumer and Online.

There is no family relationship among any of our directors or executive officers.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the sections entitled “Governance and our Board of Directors” and “Executive Compensation” in our Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information” in our Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the sections entitled “Certain Relationships and Related Party Transactions” and “Governance and our Board of Directors —Independence of the Board” in our Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the sections entitled “Proposal Two—Ratification of the Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.

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PART IV
 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)     The following documents are filed as part of this Report:

1. Financial Statements : The information concerning Autodesk’s financial statements, and the Report of Ernst & Young LLP , Independent Registered Public Accounting Firm (PCAOB ID: 42 ), San Francisco, California , required by this Item is incorporated by reference herein to the section of this Report in Part II, Item 8, entitled “Financial Statements and Supplementary Data.”

2. Financial Statement Schedule : The Financial Statement Schedules have been omitted because they are not applicable or are not required or are not present in material amounts or the information required to be set forth herein is included in the Consolidated Financial Statements or Notes thereto.

3. Exhibits : See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately prior to the signature page of this Form 10-K.

(b)     Exhibits:

We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately prior to the signature page of this Form 10-K.

(c)     Financial Statement Schedules: See Item 15(a), above.
 

ITEM 16 FORM 10-K SUMMARY

None.

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Index to Exhibits  

Exhibit Filed Incorporated by Reference
Number Description Herewith Form SEC File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of Registrant
8-K 000-14338 3.1 7/18/2024
3.2 Amended and Restated Bylaws of Registrant
8-K 000-14338 3.2 7/18/2024
4.1 Indenture dated December 13, 2012, by and between the Registrant and U.S. Bank National Association
8-K 000-14338 4.1 12/13/2012
4.2 First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between the Registrant and U.S. Bank National Association
8-K 000-14338 4.2 12/13/2012
4.3 Third Supplemental Indenture (including Form of Notes) dated June 8, 2017, by and between the Registrant and U.S. Bank National Association
8-K 000-14338 4.1 6/8/2017
4.4 Fourth Supplemental Indenture (including Form of Notes) dated January 14, 2020, by and between the Registrant and U.S. National Bank Association
8-K 000-14338 4.1 1/14/2020
4.5 Fifth Supplemental Indenture, dated October 7, 2021, by and between Registrant and U.S. Bank National Association, including Form of Note for Autodesk, Inc.’s 2.400% Notes due 2031
8-K 000-14338 4.1 10/7/2021
4.6 Sixth Supplemental Indenture, dated June 6, 2025, by and between Autodesk, Inc. and U.S. Bank Trust Company, National Association, including Form of Note for Autodesk, Inc.’s 5.300% Notes due 2035
8-K 000-14338 4.1 06/06/2025
4.7 Description of Registrant's Capital Stock
10-K 000-14338 4.6 3/19/2020
10.1* Description of Registrant's Performance Stock Unit Program
8-K 000-14338 4/15/2020
10.2* Registrant's 2012 Employee Stock Plan, as amended and restated effective as of June 12, 2018
10-Q 000-14338 10.2 8/30/2018
10.3* Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement, as amended and restated
10-Q 000-14338 10.2 8/30/2016
10.4* Registrant's 2012 Employee Stock Plan Form of Severance Restricted Stock Unit Agreement, as amended and restated
10-Q 000-14338 10.3 8/30/2016
10.5* Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement
8-K 000-14338 10.2 3/13/2012
10.6* Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees)
8-K 000-14338 10.4 3/13/2012
10.7* PlanGrid, Inc. 2012 Equity Incentive Plan
S-8 333-228934 99.1 12/21/2018
10.8* Amended and Restated BuildingConnected, Inc. 2013 Stock Plan
S-8 333-229346 99.1 1/24/2019
10.9* Registrant's 2012 Outside Directors' Stock Plan, as amended and restated
10-K 000-14338 10.18 3/21/2017
10.10* Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement
8-K 000-14338 10.5 3/13/2012
10.11* Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement
10-Q 000-14338 10.1 6/4/2019
10.12* Registrant’s Executive Incentive Plan, as amended and restated
10-K 000-14338 10.23 3/23/2016
10.13* Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010
10-Q 000-14338 10.1 12/8/2009
10.14* Executive Change in Control Program, as amended and restated
8-K 000-14338 10.1 4/27/2022
10.15* Form of Indemnification Agreement executed by the Registrant and each of its officers and directors
10-K 000-14338 10.8 3/31/2005
10.16 Form of Qualified Retirement Agreement under the Registrant Amended and Restated Severance Plan and Summary Plan Description dated March 25, 2021
10-Q 000-14338 10.1 9/1/2021
10.17.1* Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew Anagnost
8-K 000-14338 10.1 6/19/2017
10.17.2 First Amendment to Andrew Anagnost Employment Agreement, dated as of April 27, 2022, by and between the Registrant and Andrew Anagnost
8-K 000-14338 10.2 4/27/2022
10.19* Registrant Amended and Restated Severance Plan and Summary Plan Description dated Se p tember 2 4, 202 5
X
10.20* Registrant's 2012 Employee Stock Plan Form of Retirement Restricted Stock Unit Agreement, as amended and restated
10-K 000-14338 10.21 3/19/2021

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Exhibit Filed Incorporated by Reference
Number Description Herewith Form SEC File No. Exhibit Filing Date
10.21 Amendment No. 1 to Amended and Restated Credit Agreement dated November 21, 2022
10-Q 000-14338 10.1 12/16/22
10.22 Autodesk, Inc. 2022 Equity Incentive Plan As Amended and Restated
8-K  000-14338 10.1 06/20/2025
10.23 Autodesk, Inc. 2022 Equity Incentive Plan Form of Global RSU Agreement
10-Q 000-14338 10.1 05/29/2025
10.24 Autodesk, Inc. 2022 Director Compensation Policy
8-K 000-14338 99.1 08/23/2022
10.25 Autodesk, Inc. 2022 Equity Incentive Plan Form of Director RSU Agreement
8-K 000-14338 99.2 08/23/2022
10.26 Registrant’s 1998 Employee Qualified Stock Purchase Plan, as amended and restated effective as of December 14, 2022, its Forms of Subscription Agreement and International Sub-Plan
10-K 000-14338 10.26 03/14/2023
10.27 Janesh Moorjani Offer Letter dated November 18, 2024
10-K 000-14338 10.27 03/06/2025
10.30** Agreement, dated April 23, 2025, between the Company, Starboard Value and Opportunity Master Fund Ltd and the entities and natural person listed on the signature pages attached thereto .
8-K  000-14338 10.1 04/24/2025
10.31 Credit Agreement, dated May 8, 2025, by and among Autodesk, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent .
10-Q 000-14338 10.1 05/29/2025
19.1 Autodesk Insider Trading Policy
10-K 000-14338 19.1 06/10/2024
21.1 List of Subsidiaries
X
23.1 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed herewith)
X
24.1 Power of Attorney (contained in the signature page to this Annual Report on Form 10-K)
X
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
X
32.1† Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Autodesk, Inc. Clawback Policy
10-K 000-14338 97.1 06/10/2024
101.INS †† XBRL Instance Document
101.SCH †† XBRL Taxonomy Extension Schema
101.CAL †† XBRL Taxonomy Extension Calculation Linkbase
101.DEF †† XBRL Taxonomy Extension Definition Linkbase
101.LAB †† XBRL Taxonomy Extension Label Linkbase
101.PRE †† XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 ____________________
*    Denotes a management contract or compensatory plan or arrangement.
**    Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted exhibit to the     Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the     Exchange Act for any exhibits so furnished.
†    The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
††     The financial information contained in these XBRL documents is unaudited.     

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

AUTODESK, INC.
By: /s/    ANDREW ANAGNOST       
Andrew Anagnost
President and Chief Executive Officer
Dated: March 3, 2026

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Andrew Anagnost and Janesh Moorjani each as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of March 3, 2026.
 
Signature Title
/s/    ANDREW ANAGNOST          President and Chief Executive Officer, Director
(Principal Executive Officer)

Andrew Anagnost

/s/    JANESH MOORJANI    Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Janesh Moorjani

/s/    STACY J. SMITH           Director
(Non-executive Chairman of the Board)
Stacy J. Smith

/s/    KAREN BLASING          Director
Karen Blasing

/s/    JOHN T. CAHILL Director
John T. Cahill

/s/    JEFF EPSTEIN Director
Jeff Epstein

/s/ AYANNA HOWARD Director
Ayanna Howard

/s/    BLAKE J. IRVING Director
Blake J. Irving

/s/    RAM R. KRISHNAN Director
Ram R. Krishnan

/s/    STEPHEN D. MILLIGAN       Director
Stephen D. Milligan 

/s/    RAMI RAHIM Director
Rami Rahim

/s/    A. CHRISTINE SIMONS Director
A. Christine Simons

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