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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            
Commission File Number: 0-14338
 

AUTODESK, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-2819853
(State or other jurisdiction of
incorporation or organization) (I.R.S. employer
Identification No.)

One Market Street, Ste. 400
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)

( 415 )  507-5000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ADSK The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒    Accelerated filer ☐

Non-accelerated filer ☐    Smaller reporting company ☐
   Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

As of May 21, 2026, registrant had outstanding 211 million shares of common stock.

AUTODESK, INC. FORM 10-Q
TABLE OF CONTENTS

    Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed Consolidated Statements of Operations for the Three Months Ended April 3 0 , 202 6 and 20 25
4

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended April 3 0 , 202 6 and 20 25
5

Condensed Consolidated Balance Sheets as of A pril 3 0 , 202 6 and January 31, 202 6
6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 3 0 , 202 6 and 202 5
7

Notes to Condensed Consolidated Financial Statements
8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
25

Item 3. Quantitative and Qualitative Disclosures About Market Risk
38

Item 4. Controls and Procedures
39

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
40

Item 1A. Risk Factors
41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
60

Item 3. Defaults Upon Senior Securities
60

Item 4. Mine Safety Disclosures
60

Item 5. Other Information
60

Item 6. Exhibits
61

Signatures
62

PART I. FINANCIAL INFORMATION
 

ITEM 1. FINANCIAL STATEMENTS

AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 

  Three Months Ended April 30,
  2026 2025
Net revenue:
Subscription (1) $ 1,836   $ 1,540  
Other 98   93  
Total net revenue 1,934   1,633  
Cost of revenue:
Cost of subscription revenue (1) 129   111  
Cost of other revenue 21   24  
Amortization of developed technologies 25   25  
Total cost of revenue 175   160  
Gross profit 1,759   1,473  
Operating expenses:
Marketing and sales 593   566  
Research and development 421   394  
General and administrative 162   162  
Amortization of purchased intangibles 12   13  
Restructuring, other exit costs, and facility reductions 30   105  
Total operating expenses 1,218   1,240  
Income from operations 541   233  
Interest and other income, net 58   1  
Income before income taxes 599   234  
Provision for income taxes ( 108 ) ( 82 )
Net income $ 491   $ 152  
Basic net income per share $ 2.33   $ 0.71  
Diluted net income per share $ 2.32   $ 0.70  
Weighted average shares used in computing basic net income per share 211   214  
Weighted average shares used in computing diluted net income per share 212   216  

____________________
(1) During the fiscal quarter ended April 30, 2026, the Company began classifying maintenance revenue within “Subscription revenue”. Prior period amounts have been reclassified to conform to the current period presentation. The reclassification did not impact total net revenue.

See accompanying Notes to Condensed Consolidated Financial Statements.

4

AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)

Three Months Ended April 30,
2026 2025
Net income $ 491   $ 152  
Other comprehensive income (loss), net of reclassifications:
Net gain (loss) on derivative instruments (net of tax effect of $( 1 ) and $ 2 , respectively)
10   ( 23 )
Change in net unrealized gain on available-for-sale debt securities (net of tax effect of $( 6 ) and zero , respectively)
1   1  
Change in defined benefit pension items (net of tax effect of zero for all periods presented)
—   1  
Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $( 1 ) and $( 3 ), respectively)
( 13 ) 58  
Total other comprehensive income (loss) ( 2 ) 37  
Total comprehensive income (loss) $ 489   $ 189  

See accompanying Notes to Condensed Consolidated Financial Statements.

5

AUTODESK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
 

April 30, 2026 January 31, 2026
ASSETS
Current assets:
Cash and cash equivalents $ 2,671   $ 2,249  
Marketable securities 253   348  
Accounts receivable, net 579   1,439  

Prepaid expenses and other current assets 871   906  
Total current assets 4,374   4,942  
Long-term marketable securities 385   376  
Computer equipment, software, furniture and leasehold improvements, net 122   121  
Operating lease right-of-use assets 152   157  
Intangible assets, net 453   467  
Goodwill 4,337   4,295  
Deferred income taxes, net 813   842  
Long-term other assets 1,296   1,267  
Total assets $ 11,932   $ 12,467  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 403   $ 422  
Accrued compensation 360   659  
Accrued income taxes 75   54  
Deferred revenue 4,210   4,406  
Operating lease liabilities 53   52  

Other accrued liabilities 139   215  
Total current liabilities 5,240   5,808  
Long-term deferred revenue 247   287  
Long-term operating lease liabilities 187   199  
Long-term income taxes payable 186   181  
Long-term deferred income taxes 45   40  
Long-term notes payable, net 2,484   2,483  
Long-term other liabilities 354   424  
Stockholders’ equity:

Common stock and additional paid-in capital 4,726   4,709  
Accumulated other comprehensive loss ( 234 ) ( 232 )
Accumulated deficit ( 1,303 ) ( 1,432 )
Total stockholders’ equity 3,189   3,045  
Total liabilities and stockholders’ equity $ 11,932   $ 12,467  

See accompanying Notes to Condensed Consolidated Financial Statements.

6

AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
  Three Months Ended April 30,
  2026 2025
Operating activities:
Net income $ 491   $ 152  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion 51   48  
Stock-based compensation expense 155   230  
Amortization of costs to obtain a contract with a customer 172   96  
Deferred income taxes 29   78  

Restructuring-related asset impairments —   14  
Other operating activities ( 38 ) 23  
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable 859   515  
Prepaid expenses and other assets ( 126 ) ( 304 )
Accounts payable and other liabilities ( 488 ) ( 111 )
Deferred revenue ( 238 ) ( 204 )
Accrued income taxes 26   27  
Net cash provided by operating activities
893   564  
Investing activities:
Purchases of marketable securities ( 153 ) ( 101 )
Sales and maturities of marketable securities 239   175  

Capital expenditures ( 17 ) ( 8 )
Purchases of intangible assets ( 9 ) ( 7 )
Business combinations, net of cash acquired ( 55 ) —  
Purchases of strategic investments (1) ( 5 ) ( 1 )
Other investing activities 29   —  
Net cash provided by investing activities 29   58  
Financing activities:
Proceeds from issuance of common stock, net of issuance costs 76   75  
Taxes paid related to net share settlement of equity awards ( 120 ) ( 135 )
Repurchases of common stock ( 448 ) ( 354 )

Other financing activities ( 6 ) ( 1 )
Net cash used in financing activities ( 498 ) ( 415 )
Effect of exchange rate changes on cash and cash equivalents ( 2 ) 10  
Net increase in cash and cash equivalents 422   217  
Cash and cash equivalents at beginning of period 2,249   1,599  
Cash and cash equivalents at end of period $ 2,671   $ 1,816  

____________________
(1) “Purchases of strategic investments” were previously presented in “Other investing activities”. Prior period amounts have been reclassified to conform to the current period presentation. This presentation change did not have any impact to “Net cash provided by investing activities”.

See accompanying Notes to Condensed Consolidated Financial Statements.
7

AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In millions, except share and per share data, or as otherwise noted)
 

1 . Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Autodesk, Inc. (“Autodesk,” “we,” “us,” “our,” or the “Company”) as of April 30, 2026, and for the three months ended April 30, 2026 and 2025, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In management’s opinion, Autodesk made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three months ended April 30, 2026, are not necessarily indicative of the results for the entire fiscal year ending January 31, 2027, or for any other period. Further, the balance sheet as of January 31, 2026, has been derived from the audited Consolidated Balance Sheet as of this date. There have been no material changes, other than what is discussed herein, to Autodesk's significant accounting policies as compared to the significant accounting policies disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2026. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed on March 3, 2026.

2 . Recently Issued Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)” (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40. ASU 2025-06 eliminates accounting consideration of software development “stages”. Cost capitalization will now begin solely when (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software used to perform its intended function (the probable-to-complete threshold). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments in ASU 2025-06 supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. ASU 2025-06 is effective for Autodesk’s fiscal year beginning February 1, 2028, and interim periods within that fiscal year. Early adoption is permitted. Autodesk is currently evaluating the effect of adopting ASU 2025-06 on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclosure of the total amount of selling expenses, and in annual reporting periods, Autodesk’s definition of selling expenses. ASU 2024-03 is effective for Autodesk’s fiscal year beginning February 1, 2027, and interim periods for Autodesk’s fiscal year beginning February 1, 2028. Early adoption is permitted. Autodesk is currently evaluating the effect of adopting ASU 2024-03 on its disclosures.

Accounting Standards Adopted

There have been no other recent accounting pronouncements during the three months ended April 30, 2026, that may have a material impact on our financial position or results of operations.

8

3 . Revenue Recognition

Revenue Disaggregation

Information regarding the components of Autodesk's net revenue from contracts with customers by product family, geographic location, and product type is as follows:  

  Three Months Ended April 30,
2026 2025
Net revenue by product family:
Architecture, Engineering, Construction and Operations $ 970   $ 809  
AutoCAD and AutoCAD LT 474   411  
Manufacturing 367   309  
Media and Entertainment 86   76  
Other 37   28  
Total net revenue $ 1,934   $ 1,633  

Net revenue by geographic area:
Americas
U.S. $ 682   $ 585  
Other Americas 162   140  
Total Americas 844   725  
Europe, Middle East and Africa 761   627  
Asia Pacific 329   281  
Total net revenue $ 1,934   $ 1,633  

Net revenue by product type:
Design $ 1,612   $ 1,361  
Make 224   179  
Other 98   93  
Total net revenue $ 1,934   $ 1,633  

Payments for subscriptions are typically due in annual installments or upfront. Autodesk does not have any material variable consideration, such as obligations for returns, refunds, warranties, or amounts due to customers for which significant estimation or judgment is required as of the reporting date.

Remaining performance obligations consist of tota l short-term, long-term, a nd unbilled deferred revenue. As of April 30, 2026, Autodesk had remaining performance obligations of $ 7.81 billion, which represents the total transaction price allocated to remaining performance obligations, which are generally recognized over the next three years . We expect to recognize $ 5.38 billion or 69 % of our remaining performance obligations as revenue during the next 12 months. We expect to recognize the remaining $ 2.42 billion or 31 % of our remaining performance obligations as revenue thereafter.

The amount of remaining performance obligations may be impacted by the specific timing, duration, and size of customer subscription and support agreements, the specific timing of customer renewals, and foreign currency fluctuations.

Contract Balances

We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to performance completed in advance of scheduled billings. Contract assets were not material as of April 30, 2026 and January 31, 2026. Deferred revenue relates to billings in advance of performance under the contract. The primary changes in our contract assets and deferred revenues are due to our performance under the contracts and billings.

Revenue recognized during the three months ended April 30, 2026 and 2025, that was included in the deferred revenue balances at January 31, 2026 and 2025, was $ 1.61  billion and $ 1.35 billion, respectively. The satisfaction of performance obligations typically lags behind payments received under revenue contracts from customers.
9

4 . Concentration of Credit Risk
    
Autodesk places its cash, cash equivalents, and marketable securities in highly liquid instruments with, and in the custody of, multiple diversified financial institutions globally with high credit ratings, and limits the amounts invested with any one institution, type of security, and issuer. Autodesk’s primary commercial banking relationship is with Citigroup Inc. and its global affiliates. Citibank, N.A., an affiliate of Citigroup, acts as administrative agent and a lender under Autodesk’s $ 1.5 billion revolving credit facility. See Note 11, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion.

Total revenue from the Company's largest distributor TD Synnex Corporation and its global affiliates (“TD Synnex”) accounted for 9 % and 20 % of Autodesk’s total net revenue during the three months ended April 30, 2026 and 2025, respectively. The majority of the net revenue from sales to TD Synnex is from sales outside of the United States. In addition, TD Synnex accounted for 10 % and 5 % of trade accounts receivable at April 30, 2026, and January 31, 2026, respectively. No other customer accounted for more than 10% of Autodesk's total net revenue or trade accounts receivable for each of the respective periods.

5 . Financial Instruments

The following tables summarize the Company's financial instruments by significant investment category as of April 30, 2026, and January 31, 2026:
April 30, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Cash equivalents (1):
Money market funds $ 1,349   $ —   $ —   $ 1,349  
Commercial paper 213   —   —   213  
Certificates of deposit 73   —   —   73  
U.S. government securities 138   —   —   138  

Agency discount notes 2   —   —   2  

Marketable securities:
Short-term
Commercial paper 112   —   —   112  
Corporate debt securities 82   —   —   82  
U.S. government securities 13   —   —   13  
Asset-backed securities 29   —   —   29  
Certificates of deposit 5   —   —   5  

Other (2) 12   —   —   12  
Long-term
Corporate debt securities 164   —   —   164  
Asset-backed securities 81   —   —   81  
U.S. government securities 97   —   ( 1 ) 96  
Agency mortgage-backed securities 23   —   —   23  
Agency bonds 11   —   —   11  
Other (3) 10   —   —   10  
Mutual funds (4) 145   —   —   145  
Total $ 2,559   $ —   $ ( 1 ) $ 2,558  

___________________ 
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Primarily consists of agency mortgage backed securities.
(3) Primarily consists of sovereign government bonds.
10

(4) Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans, $ 14 million was classified as current in “Prepaid expenses and other current assets” and $ 131 million was classified as non-current in “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets. The liability balance was $ 146 million in the accompanying Condensed Consolidated Balance Sheets.

January 31, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Cash equivalents (1):
Money market funds $ 1,107   $ —   $ —   $ 1,107  
Commercial paper 163   —   —   163  
Certificates of deposit 54   —   —   54  
U.S government securities 96   —   —   96  

Other (2) 1   —   —   1  
Marketable securities:
Short-term
Commercial paper 155   —   —   155  
Corporate debt securities 66   —   —   66  
U.S government securities 67   —   —   67  
Asset-backed securities 25   —   —   25  
Certificates of deposit 16   —   —   16  

Other (3) 19   —   —   19  
Long-term
Corporate debt securities 156   1   —   157  
Asset backed securities 85   —   —   85  
U.S. government securities 83   —   —   83  
Agency mortgage-backed securities 23   —   —   23  

Other (4) 28   —   —   28  
Mutual funds (5) 117   20   —   137  
Total $ 2,261   $ 21   $ —   $ 2,282  

____________________ 
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Consists primarily of corporate debt securities.
(3) Consists primarily of agency mortgage-backed securities and agency discount bonds.
(4) Consists primarily of agency bonds and sovereign government bonds.
(5) Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans, $ 14 million was classified as current in “Prepaid expenses and other current assets” and $ 123 million was classified as non-current in “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets. The liability balance was $ 137 million in the accompanying Condensed Consolidated Balance Sheets.

The following table summarizes the fair values of investments classified as marketable debt securities by contractual maturity date as of April 30, 2026:

Fair Value
Due within 1 year $ 213  
Due after 1 year through 5 years 403  
Due after 5 years through 10 years 17  
Due after 10 years 5  
Total
$ 638  

    
As of both April 30, 2026, and January 31, 2026, Autodesk had no material unrealized losses, individually and in the aggregate, for marketable debt securities that are in a continuous unrealized loss position for greater than 12 months. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the three months ended April 30, 2026.

11

Autodesk monitors all marketable debt securities for potential credit losses by reviewing indicators such as, but not limited to, current credit rating, change in credit rating, credit outlook, and default risk. There were no allowances for credit losses as of both April 30, 2026, and January 31, 2026. There were no write offs of accrued interest receivables for both the three months ended April 30, 2026 and 2025.

There were no material realized gains or losses for the sales or redemptions of marketable debt securities during both the three months ended April 30, 2026 and 2025. Realized gains and losses from the sales or redemptions of marketable debt securities are recorded in “Interest and other income, net” on the Company's Condensed Consolidated Statements of Operations.

Strategic investments in equity securities

As of April 30, 2026, and January 31, 2026, Autodesk had $ 406 million and $ 346 million in direct investments in privately held companies, respectively. These strategic investments in equity securities do not have readily determined fair values, and Autodesk uses the measurement alternative to account for the adjustment to these investments in a given quarter. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value. These strategic investments in equity securities are generally subject to a security-specific restriction which limits the sale or transfer of the respective equity security during the holding period.

Adjustments to the carrying value of our strategic investment equity securities with no readily determined fair values measured using the measurement alternative are included in “Interest and other income, net” on the Company's Condensed Consolidated Statements of Operations. These adjustments were as follows:
  Three Months Ended April 30, Cumulative Amount as of
2026 2025 April 30, 2026
Upward adjustments $ 60   $ —   $ 89  
Negative adjustments, including impairments ( 1 ) —   ( 141 )
Net unrealized adjustments $ 59   $ —   $ ( 52 )

Fair Value

Autodesk applies fair value accounting for certain financial assets and liabilities, which consist of cash equivalents, marketable securities, and other financial instruments, on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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The following tables summarize the Company's financial instruments measured at fair value on a recurring basis by significant investment category as of April 30, 2026, and January 31, 2026:
April 30, 2026
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents (1):
Money market funds $ 1,349   $ —   $ —   $ 1,349  
Commercial paper —   213   —   213  
Certificates of deposit —   73   —   73  
U.S. government securities —   138   —   138  

Agency discount notes —   2   —   2  

Marketable securities:
Short-term
Commercial paper —   112   —   112  
Corporate debt securities —   82   —   82  
U.S. government securities —   13   —   13  
Asset-backed securities —   29   —   29  
Certificates of deposit —   5   —   5  

Other (2) —   12   —   12  
Long-term
Corporate debt securities —   164   —   164  
Asset-backed securities —   81   —   81  
U.S. government securities —   96   —   96  
Agency mortgage-backed securities —   23   —   23  
Agency bonds —   11   —   11  
Other (3) —   10   —   10  
Long-term other assets:
Mutual funds (4) 145   —   —   145  
Derivative assets:
Derivative contract assets (5) —   25   —   25  
Derivative liabilities:
Derivative contract liabilities (6) —   ( 22 ) —   ( 22 )
Total $ 1,494   $ 1,067   $ —   $ 2,561  
____________________ 
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Primarily consists of agency mortgage backed securities.
(3) Primarily consists of sovereign government bonds.
(4) Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans with a corresponding deferred compensation liability. Included in “Prepaid expenses and other current assets”, “Long-term other assets”, “Accrued compensation”, and “Long-term other liabilities,” in the accompanying Condensed Consolidated Balance Sheets.
(5) Included in “Prepaid expenses and other current assets” or “Long-term other assets” in the accompanying Condensed Consolidated Balance Sheets.
(6) Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

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January 31, 2026
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents (1):
Money market funds $ 1,107   $ —   $ —   $ 1,107  
Commercial paper —   163   —   163  
Certificates of deposit —   54   —   54  
U.S government securities —   96   —   96  

Other (2) —   1   —   1  
Marketable securities:
Short-term
Commercial paper —   155   —   155  
Corporate debt securities —   66   —   66  
U.S government securities —   67   —   67  
Asset-backed securities —   25   —   25  
Certificates of deposit —   16   —   16  

Other (3) —   19   —   19  
Long-term
Corporate debt securities —   157   —   157  
Asset backed securities —   85   —   85  
U.S. government securities —   83   —   83  
Agency mortgage-backed securities —   23   —   23  

Other (4) —   28   —   28  
Long-term other assets:
Mutual funds (5) 137   —   —   137  
Derivative assets:
Derivative contract assets (6) —   26   —   26  
Derivative liabilities:
Derivative contract liabilities (7) —   ( 28 ) —   ( 28 )
Total $ 1,244   $ 1,036   $ —   $ 2,280  

____________________ 
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities.
(2) Consists primarily of corporate debt securities.
(3) Consists primarily of agency mortgage-backed securities and agency discount notes.
(4) Consists primarily of agency bonds and sovereign government bonds.
(5) Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans with a corresponding deferred compensation liability. Included in “Prepaid expenses and other current assets”, “Long-term other assets”, “Accrued compensation”, and “Long-term other liabilities,” in the accompanying Condensed Consolidated Balance Sheets.
(6) Included in “Prepaid expenses and other current assets,” or “Long-term other assets,” in the accompanying Condensed Consolidated Balance Sheets.
(7) Included in “Other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets.

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6. Equity Compensation

Restricted Stock Units

A summary of restricted stock activity for the three months ended April 30, 2026, is as follows:
Unvested restricted
stock units Weighted average grant date fair value per share
  (in thousands)  
Unvested restricted stock units at January 31, 2026 4,477   $ 255.39  
Granted 2,794   224.92  
Vested ( 1,452 ) 247.95  
Canceled/Forfeited ( 120 ) 251.70  
        Performance Adjustment (1) 32   289.05  
Unvested restricted stock units at April 30, 2026
5,731   $ 242.21  
_______________
(1) Based on Autodesk's financial results and relative total stockholder return for the fiscal 2026 performance period. The performance stock units were attained at rates ranging from 103 % to 126 % of the target award.

The fair value of the shares vested during the three months ended April 30, 2026 and 2025, was $ 363 million and $ 428 million, respectively.

During the three months ended April 30, 2026, Autodesk granted 2 million restricted stock units. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights.

Autodesk recorded stock-based compensation expense related to restricted stock units of $ 127 million and $ 140 million during the three months ended April 30, 2026 and 2025, respectively.

During the three months ended April 30, 2026, Autodesk granted 350 thousand performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated performance period. The performance criteria for the performance stock units are based on the achievement of specified performance goals adopted by the Compensation and Human Resource Committee and total stockholder return compared against companies in the S&P North American Technology Software Index with a market capitalization over $ 2.0  billion (“Relative TSR”). The fair value of the performance stock units is expensed using the accelerated attribution method over the three-year vesting period and the performance stock units have the following vesting schedule:

• Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2027 as well as one-year Relative TSR (covering year one) or vest following year three depending upon the achievement of the performance criteria for fiscal 2027 as well as a 3-year Relative TSR (covering years one, two and three).

• Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for fiscal 2028 as well as 2-year Relative TSR (covering years one and two) or vest following year three depending upon the achievement of the performance criteria for fiscal 2028 as well as a 3-year Relative TSR (covering years one, two and three).

• Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for fiscal 2029 as well as 3-year Relative TSR (covering years one, two and three) or vest following year three depending upon the achievement of the performance criteria for fiscal 2029 as well as a 3-year Relative TSR (covering years one, two and three).

Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights.

Autodesk recorded stock-based compensation expense related to performance stock units of $ 15 million and $ 21 million for the three months ended April 30, 2026 and 2025, respectively.
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1998 Employee Qualified Stock Purchase Plan (“ESPP”)

Under Autodesk’s ESPP, which was approved by stockholders in 1998, 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.

A summary of the ESPP activity for the three months ended April 30, 2026 and 2025, is as follows:

Three Months Ended April 30,
2026 2025
Issued shares (in thousands) 372   343  
Average price of issued shares $ 203.49   $ 218.20  
Weighted average grant date fair value of shares granted under the ESPP (1) $ 73.20   $ 76.56  

 _______________
(1) Calculated as of the award grant date using the Black-Scholes Merton (“BSM”) option pricing model.

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three months ended April 30, 2026 and 2025, as follows:
Three Months Ended April 30,
2026 2025
Cost of subscription revenue $ 9   $ 11  
Cost of other revenue 3   4  
Marketing and sales 49   97  
Research and development 73   89  
General and administrative 21   29  
Stock-based compensation expense related to stock awards and ESPP purchases
$ 155   $ 230  

During the three months ended April 30, 2025, Autodesk recorded $ 54 million in stock-based compensation expense reflecting a cumulative adjustment since fiscal 1999 related to the Company’s ESPP. The differences were no t material to any prior interim or annual periods.

Stock-based Compensation Expense Assumptions

Autodesk determines the grant date fair value of its share-based payment awards BSM option pricing model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case Autodesk uses the Monte Carlo simulation model. The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:

Three Months Ended April 30, 2026 Three Months Ended April 30, 2025
Performance Stock Units ESPP Performance Stock Units ESPP
Range of expected volatility 35.1 - 36.7 %
33.9 - 34.8 %
29.7 - 33.4 %
29.1 - 29.5 %

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

Expected dividends — % — % — % — %
Range of risk-free interest rates 3.7 - 3.9 %
3.7 % 3.8 - 4.1 %
4.0 - 4.3 %

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.
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Autodesk does not currently pay, and does not anticipate paying in the foreseeable future, any cash dividends. 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 our stock-based awards as those forfeitures occur.

7. Income Tax

 Autodesk had income tax expense of $ 108 million, relative to pre-tax income of $ 599 million for the three months ended April 30, 2026, and income tax expense of $ 82 million, relative to pre-tax income of $ 234 million for the three months ended April 30, 2025. Our effective tax rate for the three months ended April 30, 2026, differs from the U.S. federal statutory rate of 21% primarily due to tax on net controlled foreign corporation tested income (“NCTI”) and withholding tax, reduced by varying tax rates on foreign earnings, tax-deductible stock-based compensation, benefits arising from the foreign-derived deduction-eligible income (“FDDEI”) regime, and tax credits.

8. Cloud Computing Arrangements

Autodesk enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. Autodesk amortizes the capitalized development costs straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses and other current assets” and “Long-term other assets” on our Condensed Consolidated Balance Sheets. Capitalized costs were $ 387 million and $ 380 million at April 30, 2026, and January 31, 2026, respectively. Accumulated amortization was $ 187 million and $ 175 million at April 30, 2026, and January 31, 2026, respectively. Amortization expense for the three months ended April 30, 2026 and 2025, was $ 12 million and $ 10 million, respectively.

9. Costs to Obtain a Contract with a Customer

Sales commissions earned by our internal sales personnel and our solution providers are considered incremental and recoverable costs of obtaining a contract with a customer. The ending balance of assets recognized from costs to obtain a contract with a customer was $ 820 million as of April 30, 2026, and $ 913 million as of January 31, 2026. These assets are recorded in “Prepaid expenses and other current assets” and “Long-term other assets” in the Condensed Consolidated Balance Sheet. The liabilities associated with the commission costs were $ 382 million and $ 550 million as of April 30, 2026 and January 31, 2026, respectively. These liabilities are included in “Accounts payable”, “Accrued compensation”, and “Long-term other liabilities,” in the accompanying Condensed Consolidated Balance Sheets. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $ 172 million during the three months ended April 30, 2026. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $ 96 million during the three months ended April 30, 2025. Autodesk did no t recognize any contract cost impairment losses during both the three months ended April 30, 2026 and 2025.
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10. Balance Sheet Components

Intangible Assets, Net

The following tables summarize the Company's intangible assets, net, as of April 30, 2026, and January 31, 2026:
April 30, 2026
Gross Carrying Amount Accumulated Amortization Net
Customer relationships $ 752   $ ( 546 ) $ 206  
Developed technologies 1,208   ( 971 ) 237  
Trade names and patents 122   ( 118 ) 4  
Other 9   ( 3 ) 6  
Total intangible assets $ 2,091   $ ( 1,638 ) $ 453  

January 31, 2026
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  

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

Computer equipment, software, furniture and equipment, and leasehold improvements, and the related accumulated depreciation were as follows:  

April 30, 2026 January 31, 2026
Computer hardware, at cost $ 91   $ 90  
Computer software, at cost 71   61  
Furniture and equipment, at cost 104   104  
Leasehold improvements, land and buildings, at cost 347   349  
613   604  
Less: Accumulated depreciation ( 491 ) ( 483 )
Computer equipment, software, furniture, and leasehold improvements, net $ 122   $ 121  

Goodwill
Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill for the three months ended April 30, 2026, (in millions):
 
Balance as of January 31, 2026 (1) $ 4,295  
Additions arising from acquisitions during the period 46  
Effect of foreign currency translation ( 4 )
Balance as of April 30, 2026 (1) $ 4,337  
_______________ 
(1) Accumulated impairment losses as of both January 31, 2026 and April 30, 2026, were $ 149  million.

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11. Borrowing Arrangements

Credit Agreement

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 April 30, 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 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 April 30, 2026, Autodesk had no outstanding borrowings under the 2025 Credit Agreement.

Senior Notes

The outstanding borrowings as of April 30, 2026, were as follows:

Instrument Date of Issuance Principal Outstanding Fair value
5.30 % senior notes due June 15, 2035
June 2025 $ 500 $ 504
2.40 % senior notes due December 15, 2031
October 2021 1,000 885
2.85 % senior notes due January 15, 2030
January 2020 500 471
3.50 % senior notes due June 15, 2027
June 2017 500 496
Total principal outstanding 2,500
Less unamortized debt discount and issuance costs (1) 16
Total notes payable, net $ 2,484
_______________ 
(1) 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 June 2025 Notes, October 2021 Notes, January 2020 Notes, and the June 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 aforementioned 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.

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The expected future principal payments for all borrowings as of April 30, 2026, were as follows (in millions):

Fiscal year ending
2027 (remainder) $ —  
2028 500  
2029 —  
2030 500  
2031 —  
Thereafter 1,500  
Total principal outstanding $ 2,500  

12. Derivative Instruments

The effects of derivatives designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three months ended April 30, 2026 and 2025 (amounts presented include any income tax effects):
Three Months Ended April 30,
2026 2025
Amount of gain (loss) recognized in accumulated other comprehensive income, net of tax, (effective portion)
$ 10   $ ( 23 )
Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (effective portion)
Net revenue $ ( 10 ) $ 8  

Operating expenses —   ( 5 )
Total $ ( 10 ) $ 3  

The amount and location of gains or losses recognized in net income of derivatives not designated as hedging instruments on Autodesk’s Condensed Consolidated Statements of Operations were as follows for the three months ended April 30, 2026 and 2025, (amounts presented include any income tax effects):
  Three Months Ended April 30,
2026 2025
Amount and location of (loss) gain recognized in net income
Operating income (expense) $ 3   $ —  
Interest and other income (loss), net 6   ( 31 )

See Note 5, “Financial Instruments” for the fair values of derivative instruments in Autodesk’s Condensed Consolidated Balance Sheets as of April 30, 2026, and January 31, 2026.

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 notional amounts of these contracts are presented net settled and were $ 2.27 billion at April 30, 2026, and $ 2.06 billion at January 31, 2026. Outstanding contracts are recognized as either assets or liabilities on the Company's Condensed Consolidated Balance Sheet at fair value. The majority of the net loss of $ 7 million remaining in “Accumulated other comprehensive loss” as of April 30, 2026, is expected to be recognized into earnings within the next 24 months.

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 $ 450 million at April 30, 2026, and $ 858 million at January 31, 2026.

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13. Restructuring, Other Exit Costs, and Facility Reductions

During the fiscal year 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. Autodesk expects to complete the January 2026 Plan by the end of the fiscal year ending January 31, 2027.

The following table summarizes the activity in the restructuring and other exit costs liability for the three months ended April 30, 2026:

Balances, January 31, 2026 Additions (3) Payments Balances, April 30, 2026

Employee terminations costs (1) $ 97   $ 27   $ ( 75 ) $ 49  
Other exit costs (2) 2   3   ( 2 ) 3  
Total $ 99   $ 30   $ ( 77 ) $ 52  

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

14. Commitments and Contingencies

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 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.

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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 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 complaint with prejudice. On February 12, 2026, the Court entered judgment. Plaintiffs filed a notice of appeal on March 12, 2026 and filed an opening brief on appeal on May 27, 2026. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

15. Stockholders' Equity

Changes in stockholders' equity by component, net of tax, for the three months ended April 30, 2026, are as follows:

Common stock and additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity
Shares Amount
Balances, January 31, 2026 212   $ 4,709   $ ( 232 ) $ ( 1,432 ) $ 3,045  
Common shares issued under stock plans 1   ( 55 ) —  —  ( 55 )
Stock-based compensation expense —  159   —  —  159  

Net income —  —  —  491   491  
Other comprehensive loss —  —  ( 2 ) —  ( 2 )
Repurchase and retirement of common shares (1) ( 2 ) ( 87 ) —  ( 362 ) ( 449 )
Balances, April 30, 2026 211   $ 4,726   $ ( 234 ) $ ( 1,303 ) $ 3,189  

 ________________
(1) During the three months ended April 30, 2026, Autodesk repurchased 2 million shares at an average repurchase price of $ 239.87 per share. At April 30, 2026, $ 2.04 billion and $ 5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs approved by the Board of Directors, respectively.

Changes in stockholders' equity by component, net of tax, for the three months ended April 30, 2025, are as follows:

Common stock and additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity
Shares Amount
Balances, January 31, 2025 214   $ 4,239   $ ( 285 ) $ ( 1,333 ) $ 2,621  
Common shares issued under stock plans 1   ( 73 ) —  —  ( 73 )
Stock-based compensation expense —  233   —  —  233  

Net income —  —  —  152   152  
Other comprehensive income —  —  37   —  37  
Repurchase and retirement of common shares (1) ( 1 ) ( 75 ) —  ( 278 ) ( 353 )
Balances, April 30, 2025 214   $ 4,324   $ ( 248 ) $ ( 1,459 ) $ 2,617  

 ________________
(1) During the three months ended April 30, 2025, Autodesk repurchased 1 million shares at an average repurchase price of $ 268.67 per share. At April 30, 2025, $ 3.53 billion and $ 5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs approved by the Board of Directors, respectively.

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16. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of taxes, consisted of the following at April 30, 2026:

Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities Defined Benefit Pension Components Foreign Currency Translation Adjustments Total
Balances, January 31, 2026 $ ( 17 ) $ 22   $ ( 27 ) $ ( 210 ) $ ( 232 )
Other comprehensive income (loss) before reclassifications 1   7   —   ( 12 ) ( 4 )
Pre-tax loss reclassified from accumulated other comprehensive loss 10   —   —   —   10  
Tax effects ( 1 ) ( 6 ) —   ( 1 ) ( 8 )
Net current period other comprehensive income (loss) 10   1   —   ( 13 ) ( 2 )
Balances, April 30, 2026 $ ( 7 ) $ 23   $ ( 27 ) $ ( 223 ) $ ( 234 )

Accumulated other comprehensive loss, net of taxes, consisted of the following at April 30, 2025:

Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Gains (Losses) on Available-for-Sale Debt Securities Defined Benefit Pension Components Foreign Currency Translation Adjustments Total
Balances, January 31, 2025 $ 24   $ 20   $ ( 25 ) $ ( 304 ) $ ( 285 )
Other comprehensive (loss) income before reclassifications ( 22 ) 1   1   61   41  
Pre-tax gains reclassified from accumulated other comprehensive loss ( 3 ) —   —   —   ( 3 )
Tax effects 2   —   —   ( 3 ) ( 1 )
Net current period other comprehensive (loss) income ( 23 ) 1   1   58   37  
Balances, April 30, 2025 $ 1   $ 21   $ ( 24 ) $ ( 246 ) $ ( 248 )

Reclassifications related to gains and losses on available-for-sale debt securities are included in “Interest and other income, net.” Refer to Note 12, “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.”
 
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17 . Net Income Per Share

Basic net income per share is computed using the weighted average common shares outstanding for the period. Diluted net income per share is computed using the weighted average common shares outstanding for the period and potentially dilutive common shares, including unvested 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:
  Three Months Ended April 30,
2026 2025
Numerator:
Net income $ 491   $ 152  
Denominator:
Denominator for basic net income per share—weighted average shares 211   214  
Effect of dilutive securities 1   2  
Denominator for dilutive net income per share 212   216  
Basic net income per share $ 2.33   $ 0.71  
Diluted net income per share $ 2.32   $ 0.70  

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 periods. For the three months ended April 30, 2026, there were 600 thousand anti-dilutive shares excluded from the computation of diluted net income per share. For the three months ended April 30, 2025, there were 180 thousand anti-dilutive shares excluded from the computation of diluted net income per share.

18. 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 Condensed 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” in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed on March 3, 2026. The measure of Autodesk’s segment assets is reported on the Condensed 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. Autodesk’s significant segment expenses include the costs and expenses presented on the Condensed Consolidated Statements of Operations as well as stock-based compensation expense as presented in Note 6, “Equity Compensation”.

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

Three Months Ended April 30,
2026 2025
Interest income $ 24   $ 19  
Interest expense 21   18  
Depreciation, amortization, and accretion expense 51   48  
Amortization of costs to obtain a contract with a customer 172   96  

Other significant non-cash items include stock-based compensation. See Note 6, “Equity Compensation” .
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Information regarding Autodesk's long-lived assets by geographic area were as follows:

April 30, 2026 January 31, 2026
Long-lived assets:
Americas
U.S. $ 159   $ 152  
Other Americas 14   15  
Total Americas 173   167  
Europe, Middle East, and Africa 53   56  
Asia Pacific 48   55  
Total long-lived assets $ 274   $ 278  

19. Subsequent Events

On May 28, 2026, Autodesk entered into a definitive agreement to acquire MaintainX, Inc. (“MaintainX”), a leading modern maintenance and asset operations solution used by organizations to manage and optimize day-to-day operations, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), for an aggregate consideration of approximately $ 3.6  billion in cash for all outstanding shares of capital stock and vested stock options, subject to certain exceptions and adjustments, as provided by the Merger Agreement. MaintainX's modern, mobile-first solution helps organizations manage and optimize day-to-day-operations. The proposed acquisition of MaintainX is expected to help customers better connect data and workflows across the lifecycle, linking digital intent with real-world performance in a continuous closed-loop system. The proposed transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close later in fiscal 2027. Autodesk expects to use debt and available cash to fund the proposed acquisition.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The discussion in our MD&A and elsewhere in this Quarterly Report on Form 10-Q contains trend analyses and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies, including those discussed in “Strategy,” “Overview of the Three Months Ended April 30, 2026,” and in “Results of Operations-Overview.”  Examples of such forward-looking statements may relate to items such as future net revenue, operating expenses, recurring revenue, net revenue retention rate, cash flow, remaining performance obligations, and other future financial results (by product type and geography); the transition to annual billings for multi-year contracts; the implementation of new transaction models; the effectiveness of our efforts to successfully manage transitions to new markets; our ability to increase our subscription base; expected market trends, including the growth of cloud and mobile computing; the availability of credit; the effects of global economic conditions, including from global trade wars or an economic downturn or recession in the United States or in other countries around the world; the effects of revenue recognition; the effects of recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs; the effects of fluctuations in exchange rates and our hedging activities on our financial results; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new business and sales initiatives; the impact of restructuring activities; cybersecurity and privacy issues or incidents; the impact of past acquisitions, including our integration efforts and expected synergies; the impact of economic volatility and geopolitical activities in certain countries, particularly emerging economy countries; the timing and amount of purchases under our stock buy-back plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results. In addition, forward-looking statements also consist of statements involving expectations regarding product capability and acceptance, anticipated benefits of our products; statements regarding our liquidity and short-term and long-term cash requirements, as well as statements involving trend analyses and statements including such words as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,” “expect,” and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of a number of factors, including those set forth below in Part II, Item 1A, “Risk Factors,” and in our other reports filed with the U.S. Securities and Exchange Commission. We assume no obligation to update the forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Note: A glossary of terms used in this Quarterly Report on Form 10-Q appears at the end of this Item 2.
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Strategy

Autodesk is changing how the world is designed and made. Our technology spans architecture, engineering, construction, product design, manufacturing, and media and entertainment, empowering innovators everywhere to solve challenges big and small. From greener buildings to smarter products to more mesmerizing blockbusters, Autodesk technology helps our customers to design and make a better world for all.

Our strategy is to drive customer workflow convergence by delivering a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world. To drive the execution of our strategy, we are focused on the following strategic priorities: build the platform of choice for Design and Make, accelerate adoption of Fusion, Forma, and Flow, and transform how customers experience Autodesk.

We equip and inspire our users with the tailored tools, services, and access they need for success today and tomorrow. At every step, we help users harness the power of data to build upon their ideas and explore new ways of imagining, collaborating, and creating to achieve better outcomes for their customers, for society, and for the world. And because creativity can’t flourish in silos, we connect what matters - from steps in a project to collaborators on a unified platform. Autodesk has invested in the development, scaling, and monetization of agentic AI in design, engineering, manufacturing, and construction industries. Our strategy is built on the foundational pillars of proprietary data, deep contextual integration, and specialized AI expertise.

Platform Capabilities

We develop and operate a trusted platform designed to support critical customer workflows and digital transformation across the industries we serve. The platform provides granular, interoperable, and accessible data through shared and centralized capabilities that support the functionality, performance, usability, security, and scalability of our offerings. These shared capabilities include Autodesk AI, reflecting more than a decade of investment in artificial intelligence technologies used to augment, automate, and analyze customer workflows.

Our products are built on an application programming interfaces (“API”)-based architecture that enables third-party developers and partners to build complementary and industry-specific applications. Autodesk Platform Services (“APS”) provides technology, infrastructure, and services that support connected workflows across design, make, and operate use cases. As part of the ongoing development of APS, we are integrating Model Context Protocol (“MCP”) servers to provide a standardized foundation to support AI-enabled integrations and workflow automation for developers and partners.

We offer subscriptions for individual products and Industry Collections, EBAs, and cloud service offerings (collectively referred to as “subscription plans”) and emerging offerings such as Flex and APS. Subscription plans are designed to give our customers more flexibility with how they use our offerings and to attract a broader range of customers, such as project-based users and small businesses.

Our global ecosystem of distributors, resellers, Solution Providers, third-party developers, customers, educators, and learning partners supports the sale, deployment, adoption, and extension of our solutions worldwide. This ecosystem contributes to the scale, reach, and extensibility of our platform and enables customers to address a broad range of industry-specific and specialized use cases.

Product Evolution

Our subscription plans represent a hybrid of desktop software and cloud functionality, which provides a device-independent, collaborative design workflow for designers and their stakeholders. Our cloud offerings, for example, Fusion, Flow Production Tracking, Autodesk Forma, AutoCAD web app, and AutoCAD mobile app, provide tools, including mobile and collaboration capabilities, to streamline design, collaboration, building and manufacturing, and data management processes. We believe that customer adoption of these latest offerings will continue to grow as customers across a range of industries begin to take advantage of the scalable computing power and flexibility provided through these services.

Industry Collections provide our customers with access to a broader selection of Autodesk solutions and services, simplifying the customers’ ability to benefit from a complete set of tools for their industry.

To support our strategic priority of digital transformation in Architecture, Engineering, Construction and Operations (“AECO”), we are strengthening our AECO solutions’ foundation. By bringing Autodesk Construction Cloud’s leading
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construction management tools into Autodesk Forma, we’re delivering a full lifecycle platform for our customers that creates a deeper connection from design to construction to operations.

In manufacturing, our strategy is to combine organic and acquired software in existing and adjacent verticals to create end-to-end, cloud-based solutions for our customers that drive efficiency and sustainability. We continue to attract global manufacturing leaders and disruptive startups with our generative design and cloud-based Fusion that converges the design process with manufacturing.

Our strategy includes improving our product functionality and expanding our product offerings through internal development as well as through the acquisition of products, technology, and businesses. Acquisitions often increase the speed at which we can deliver product functionality to our customers; however, they entail cost and integration challenges and may, in certain instances, negatively impact our operating margins. We continually review these factors in making decisions regarding acquisitions. We anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available.

Marketing and Sales

We sell our products and services globally through several direct channels that allow us to transact directly with end customers. These channels include, but are not limited to, internal sales resources focused on selling our highly specialized solutions in our largest accounts, Solution Providers focused on providing certain products and services to specific customers, and business transacted through our online Autodesk-branded store. Solution Providers provide quotes to customers; however, the final transaction occurs directly between Autodesk and the customer. This approach allows the company to maintain a direct relationship while still benefiting from the expertise and advisory role of Solution Providers. We also conduct direct sales through our online branded store, enabling customers to purchase products and subscriptions digitally.

In addition to direct sales, we distribute our products and services through indirect channels, such as, distributors and resellers. These distributors and resellers facilitate sales, provide customer support, and help deliver our solutions to a wide range of customers across different regions and market segments. Although we are increasingly transacting directly with customers due to the growth of our online store and sales with Solution Providers, our distributors and resellers are expected to continue supporting and transacting with a portion of our customers.

We expect our channel mix to evolve as our business scales. Growth in direct channels may gradually increase the proportion of direct customer transactions, while distributors and resellers will continue to provide distribution reach, market expertise, for example in emerging markets, and customer support. The company also implements various incentive programs and promotional initiatives to ensure that both direct and indirect channels remain aligned with overall business objectives and sales strategies.

Assumptions Behind Our Strategy

Our strategy depends upon many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; and adequately protecting our intellectual property. If the outcome of any of these assumptions differs from our expectations, we may not be able to implement our strategy, which could potentially adversely affect our business. For further discussion regarding these and related risks, please see Part II, Item 1A, “Risk Factors.”

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Condensed Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are described in Item 8, “Financial Statements and Supplementary Data,” Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (our “Annual Report on Form 10-K”).

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An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We highlighted those policies that involve a higher degree of judgment and complexity with further discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K. There have been no material changes to our critical accounting policies and estimates during the three months ended April 30, 2026, as compared to those disclosed in our Annual Report on Form 10-K. We believe these policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

Overview of the Three Months Ended April 30, 2026
 
• Total net revenue increased 18% to $1.93 billion during the three months ended April 30, 2026, compared to the same period in the prior fiscal year.
• Recurring revenue as a percentage of net revenue was 97% for both the three months ended April 30, 2026 and 2025.
• Net revenue retention rate (“NR3”) was slightly above the range of 100% to 110%, on a constant currency basis, as of both April 30, 2026, and April 30, 2025.
• Deferred revenue was $4.46 billion, a decrease of 5% compared to the fourth quarter in the prior fiscal year.
• Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was $7.81 billion, a decrease of 6% compared to the fourth quarter in the prior fiscal year.
• Current remaining performance obligations was $5.38 billion, a decrease of 2% compared to the fourth quarter in the prior fiscal year.

Revenue Analysis

Net revenue increased 18% during the three months ended April 30, 2026, as compared to the same period in the prior fiscal year, primarily due to an increase in subscription revenue. For further discussion of these results, see below under the heading “Results of Operations.”

We rely upon major distributors and resellers in both the U.S. and international regions, including TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”). Total revenue from TD Synnex accounted for 9% and 20% of our total net revenue during the three months ended April 30, 2026 and 2025, respectively. TD Synnex sells to resellers and end users who purchase our software subscriptions and services. We are increasingly transacting directly with customers due to the growth of our online store and sales with Solution Providers. Consequently, we believe our business is not substantially dependent on TD Synnex.

Recurring Revenue and Net Revenue Retention Rate

In order to help better understand our financial performance, we use several key performance metrics including recurring revenue and NR3.

Recurring revenue consists of the revenue for the period from our subscription plan offerings, and certain other revenue. It excludes subscription revenue related to third-party products. Recurring revenue acquired with the acquisition of a business is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation.

Net revenue retention rate (NR3) measures the year-over-year change in recurring revenue for the population of customers that existed one year ago (“base customers”). Net revenue retention rate is calculated by dividing the current quarter recurring revenue related to base customers by the total corresponding quarter recurring revenue from one year ago. Recurring revenue is based on USD reported revenue, and fluctuations caused by changes in foreign currency exchange rates and hedge gains or losses have not been eliminated. Recurring revenue related to acquired companies, one year after acquisition, has been captured as existing customers until such data conforms to the calculation methodology. This may cause variability in the comparison.

These metrics are key performance metrics and should be viewed independently of revenue and deferred revenue as these metrics are not intended to be combined with those items. We use these metrics to monitor the strength of our recurring business. We believe these metrics are useful to investors because they can help in monitoring the long-term health of our business. Our determination and presentation of these metrics may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute for or in isolation from, our financial measures prepared in accordance with GAAP.

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The following table outlines our recurring revenue metric for the three months ended April 30, 2026 and 2025:
Three Months Ended April 30, 2026 Change compared to
prior fiscal year Three Months Ended April 30, 2025
(In millions, except percentage data) $ %    
Recurring revenue (1)
$ 1,881  $ 289  18  % $ 1,592 
As a percentage of net revenue 97  % N/A N/A 97  %

 ________________
(1) The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Condensed Consolidated Statements of Operations.

NR3 was slightly above the range of 100% to 110%, on a constant currency basis, as of both April 30, 2026, and April 30, 2025.

Foreign Currency Analysis

We generate a significant amount of our revenue in the United States, Germany, the United Kingdom, Japan, and Canada.

The following table shows the impact of foreign exchange rate changes on our net revenue and total cost of revenue and total operating expenses:
Three Months Ended April 30, 2026
Percent change 
compared to prior fiscal year Constant Currency percent change compared to
prior fiscal year (1) Positive/Negative/Neutral impact from foreign exchange rate changes
Net revenue 18  % 16  % Positive
Total cost of revenue and total operating expenses (1) % (2) % Negative

 ________________
(1) Please refer to the Glossary of Terms for the definitions of our constant currency growth rates.

Changes in the value of the U.S. dollar may have a significant effect on net revenue, total cost of revenue and total operating expenses, and income from operations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net revenue of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of such foreign currency against the U.S. dollar.

Remaining Performance Obligations

RPO represents deferred revenue and unbilled deferred revenue, which consists of contractually stated or committed contracts under early renewal and multi-year billing plans for which the associated deferred revenue has not yet been recorded. Unbilled deferred revenue is not included as a receivable or deferred revenue on our Consolidated Balance Sheets. See Part I, Item 1, “Financial Statements,” Note 3, “Revenue Recognition,” for more details on Autodesk's performance obligations.

(in millions) April 30, 2026 January 31, 2026
Deferred revenue $ 4,457  $ 4,693 
Unbilled deferred revenue 3,351  3,607 
RPO $ 7,808  $ 8,300 

RPO consisted of the following:
(in millions) April 30, 2026 January 31, 2026
Current RPO $ 5,383  $ 5,479 
Non-current RPO 2,425  2,821 
RPO $ 7,808  $ 8,300 

We expect that the amount of RPO will change from quarter to quarter for several reasons, including the specific timing, duration, and size of customer subscription and support agreements, the specific timing of customer renewals, and foreign
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currency fluctuations. Historically, we have had increased sales activity in our fourth fiscal quarter and this seasonality may affect the relative value of our billings, RPO, and collections in the fourth and first fiscal quarters.

Balance Sheet and Cash Flow Items

At April 30, 2026, we had $3.31 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations increased to $893 million for the three months ended April 30, 2026, compared to $564 million for the three months ended April 30, 2025. We repurchased 2 million shares of our common stock for $448 million during the three months ended April 30, 2026. Comparatively, we repurchased 1 million shares of our common stock for $353 million during the three months ended April 30, 2025. See further discussion regarding the balance sheet and cash flow activities under the heading “Liquidity and Capital Resources.”

Results of Operations

Overview

We believe our investment in cloud products and a subscription business model, backed by a strong balance sheet, give us a robust foundation to successfully navigate complex geopolitical and global macro-economic challenges. However, material scarcity, supply chain disruption and resulting inflationary pressures, higher interest rates, a global labor shortage, ongoing geopolitical conflicts, economic and regulatory uncertainty, the potential for global trade wars, and foreign exchange rate fluctuations, may impact our outlook. The extent of the impact of these risks on our business in fiscal 2027 and beyond will depend on several factors, some of which are out of our control. Further discussion of the potential impacts of these risks on our business can be found in Part II, Item 1A, “Risk Factors.”

Net Revenue

Net Revenue by Income Statement Presentation

Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible EBAs. Revenue from these arrangements is predominately recognized ratably over the contract term commencing with the date our service is made available to customers and when all other revenue recognition criteria have been satisfied.

Other revenue consists of revenue from other products and services and is recognized as the products are delivered or services are performed.

  Three Months Ended Change Compared to Prior Fiscal Year Three Months Ended Management Comments
(In millions, except percentages) April 30, 2026 $     %     April 30, 2025
Net Revenue:
Subscription (1) $ 1,836  $ 296  19  % $ 1,540  Increase primarily due to growth in subscriptions from our existing customer base.
Other 98  5  5  % 93 
Total Net Revenue $ 1,934  $ 301  18  % $ 1,633 

____________________
(1) During the fiscal quarter ended April 30, 2026, the Company changed its presentation of maintenance revenue and reclassified “Maintenance revenue” to “Subscription revenue”. Prior period amounts have been reclassified to conform to the current period presentation. The reclassification did not impact total net revenue.

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Net Revenue by Product Family

Our product offerings are focused in four primary product families: Architecture, Engineering, Construction and Operations (“AECO”), AutoCAD and AutoCAD LT, Manufacturing (“MFG”), and Media and Entertainment (“M&E”).

  Three Months Ended Change compared to
prior fiscal year Three Months Ended Management Comments
(In millions, except percentages) April 30, 2026 $     %     April 30, 2025
Net Revenue by Product Family:
AECO $ 970  $ 161  20  % $ 809  Increase due to growth in revenue from AEC Collections, Autodesk Forma, and Revit.
AutoCAD and AutoCAD LT 474  63  15  % 411  Increase due to growth in revenue from our existing customer base for both AutoCAD and AutoCAD LT.
MFG 367  58  19  % 309  Increase due to growth in revenue from MFG Collections, Fusion, and EBA offerings.
M&E 86  10  13  % 76  Increase primarily due to growth in revenue from EBA offerings.
Other 37  9  32  % 28 
Total Net Revenue $ 1,934  $ 301  18  % $ 1,633 

Net Revenue by Geographic Area
Three Months Ended April 30, 2026 Change compared to
prior fiscal year Constant currency change compared to prior fiscal year Three Months Ended April 30, 2025
(In millions, except percentages) $     %     %    
Net Revenue:
Americas
U.S. $ 682  $ 97  17  % * $ 585 
Other Americas 162  22  16  % * 140 
Total Americas 844  119  16  % 17  % 725 
EMEA 761  134  21  % 16  % 627 
APAC 329  48  17  % 16  % 281 
Total Net Revenue $ 1,934  $ 301  18  % 16  % $ 1,633 

____________________ 
* Constant currency data not provided at this level.

We believe that international revenue will continue to comprise a majority of our net revenue. Unfavorable economic conditions, including in connection with the ongoing geopolitical conflicts (and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), or global trade wars, in the countries that contribute a significant portion of our net revenue, including in emerging economies such as Brazil, India, and China, has had and may continue to have an adverse effect on our business in those countries and our overall financial performance. Changes in the value of the U.S. dollar relative to other currencies have significantly affected, and could continue to significantly affect, our financial results for a given period even though we hedge a portion of our current and projected revenue. Increases to the levels of political and economic unpredictability or protectionism in the global market may impact our future financial results.

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Net Revenue by Product Type

Three Months Ended April 30, 2026 Change compared to
prior fiscal year Three Months Ended April 30, 2025
(In millions, except percentages) $     %     Management Comments
Net Revenue by Product Type:
Design $ 1,612  $ 251  18  % $ 1,361  Increase primarily due to growth in AEC collections, EBA offerings, AutoCAD, AutoCAD LT, and MFG collections.
Make 224  45  25  % 179  Increase primarily due to growth in revenue from Autodesk Forma and Fusion.
Other 98  5  5  % 93 
Total Net Revenue $ 1,934  $ 301  18  % $ 1,633 

Cost of Revenue and Operating Expenses

Cost of subscription revenue includes the labor costs of providing product support to our subscription customers, SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, related expenses of network operations, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.

Cost of other revenue includes costs of consulting and training services contracts and collaborative project management services contracts. Cost of other revenue also includes stock-based compensation expense, overhead charges, allocated IT and facilities costs, professional services fees, and gains and losses on our operating expense cash flow hedges.

Cost of revenue, at least over the near term, is affected by labor costs, hosting costs for our cloud offerings, the volume and mix of product sales, fluctuations in consulting costs, amortization of developed technology, new customer support offerings, royalty rates for licensed technology embedded in our products, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.

Marketing and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our marketing and sales employees, the expense of travel, entertainment, and training for such personnel, sales commissions to employees and Solution Providers, and the costs of programs aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs. Marketing and sales expenses also include SaaS vendor costs and allocated IT costs, payment processing fees, the cost of supplies and equipment, gains and losses on our operating expense cash flow hedges, facilities costs, and labor costs associated with sales and order management.

Most of the sales incentives payments to Solution Providers are considered incremental and recoverable costs of obtaining a contract with a customer. The deferred costs are amortized over the period of benefit. The sales incentives not qualifying for capitalization are recorded as marketing and sales expenses as the costs are incurred under the incentive program requirements.

Research and development expenses, which are expensed as incurred, consist primarily of salaries, bonuses, benefits, and stock-based compensation expense for research and development employees, the expense of travel, entertainment, and training for such personnel, professional services such as fees paid to software development firms and independent contractors, SaaS vendor costs and allocated IT costs, gains and losses on our operating expense cash flow hedges, and facilities costs.

General and administrative expenses include salaries, bonuses, benefits, and stock-based compensation expense for our CEO, finance, human resources, and legal employees, as well as professional fees for legal and accounting services, SaaS vendor costs and net IT costs, certain foreign business taxes, gains and losses on our operating expense cash flow hedges, expense of travel, entertainment, and training, facilities costs, acquisition-related costs, and the cost of supplies and equipment.

Restructuring, other exit costs, and facility reductions include charges related to the restructuring plan initiated during the fourth fiscal quarter ended January 31, 2026 (“January 2026 Plan”) to support our initiatives to optimize and complete our go-to-market organization and, at the same time, to reallocate resources to our strategic priorities of investments in cloud, platform and artificial intelligence. In addition to the culmination of our sales and marketing optimization program, the January 2026 Plan reallocates resources in certain other functions to accelerate Autodesk’s strategic priorities.
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Three Months Ended Change compared to
prior fiscal year Three Months Ended Management comments
(In millions, except percentages) April 30, 2026 $     %     April 30, 2025
Cost of revenue:
Subscription $ 129  $ 18  16  % $ 111  Increase primarily due to an increase in cloud hosting costs and employee-related costs.
Other 21  (3) (13) % 24  Other cost of revenue remained flat period over period.
Amortization of developed technologies 25  —  NM (1) 25  Amortization of developed technologies remained flat period over period.
Total cost of revenue $ 175  $ 15  9  % $ 160 

Operating expenses:
Marketing and sales $ 593  $ 27  5  % $ 566  Increase primarily due to an increase in sales commissions to Solution Providers partially offset by a decrease in employee-related costs and the recording of the cumulative adjustment related to the Company’s Employee Stock Purchase Plan in the prior comparative period.
Research and development 421  27  7  % 394  Increase primarily due to an increase in employee-related costs driven by higher headcount and an increase in cloud hosting costs partially offset by a decrease in stock-based compensation due to the recording of the cumulative adjustment related to the Company’s Employee Stock Purchase Plan in the prior comparative period.
General and administrative 162  —  —  % 162  General and administrative costs remained flat period over period.
Amortization of purchased intangibles 12  (1) (8) % 13  Amortization of purchased intangibles remained flat period over period.
Restructuring, other exit costs, and facility reductions 30  (75) (71) % 105  The decrease is due to the restructuring plan initiated during the first quarter of fiscal 2026 which was substantially complete as of January 31, 2026.
Total operating expenses $ 1,218  $ (22) (2) % $ 1,240 

_______________ 
(1) Not meaningful

The following table highlights our expectation for the absolute dollar change between the second quarter of fiscal 2027, as compared to the second quarter of fiscal 2026:

Absolute dollar impact Management Comments
Cost of revenue Increase We expect our cost of revenue to increase as our revenue grows.
Marketing and sales Increase We expect marketing and sales expenses to increase with the recognition of Solution Provider commissions.
Research and development Increase We expect our research and development expenses to increase as we continue our investments in cloud, platform, and artificial intelligence.
General and administrative Increase We expect general and administrative expenses to increase but at a slower rate than revenue, due to continued cost discipline.
Amortization of purchased intangibles Flat We expect our amortization of purchased intangibles to remain unchanged.
Restructuring, other exit costs, and facility reductions Flat We expect restructuring, other exit costs, and facility reductions to remain flat. The plan initiated in the first quarter of fiscal 2026 was substantially complete as of January 31, 2026. The majority of the costs of the plan initiated in the fourth quarter of fiscal 2026 were incurred in fiscal 2026 and in the first quarter of fiscal 2027.

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Interest and Other Income (Expense), Net

The following table sets forth the components of interest and other income (expense), net:  

Three Months Ended April 30,
(in millions) 2026 2025
Interest and investment income (loss), net $ 4  $ (2)
(Loss) gain on foreign currency (4) 3 
Gain (loss) on strategic investments 56  (1)
Other income 2  1 
Interest and other income, net $ 58  $ 1 

Interest and other income, net, increased by $57 million during the three months ended April 30, 2026, as compared to the same period in the prior fiscal year. The increase in the three months ended April 30, 2026, as compared to the same period in the prior fiscal year was primarily due to an increase in gains on strategic investments.

Interest expense and investment income fluctuates based on average cash, marketable securities, debt balances, average maturities, and interest rates.

Gains and losses on foreign currency are primarily due to the impact of re-measuring foreign currency transactions and net monetary assets into the functional currency of the corresponding entity. The amount of the gain or loss on foreign currency is driven by the volume of foreign currency transactions and the foreign currency exchange rates for the period.

Provision for Income Taxes

We had income tax expense of $108 million, relative to pre-tax income of $599 million for the three months ended April 30, 2026, and income tax expense of $82 million, relative to pre-tax income of $234 million for the three months ended April 30, 2025.

The income tax expense for the three months ended April 30, 2026, increased compared to the corresponding period in fiscal year 2026. The increase is driven by higher pre-tax income for the three months ended as of April 30, 2026. Also, in the preceding period, the company made an election in the U.S. regarding the timing of taxation of revenue, which reduced the taxable benefit arising from FDDEI and increased tax expense associated with NCTI.

A valuation allowance is recorded to reduce deferred tax assets when management cannot conclude that it is more likely than not that the deferred tax asset will be realized. The valuation allowance is determined by assessing both positive and negative evidence to determine whether it is more likely than not that deferred tax assets are realizable; such assessment is required on a jurisdiction-by-jurisdiction basis. Significant judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income.

We continue to retain a valuation allowance against New Zealand, California, Massachusetts, and Michigan deferred tax assets and deferred tax assets on capital losses or items that will convert to a capital loss upon reversal in Australia and the U.S., as we do not have sufficient income of the appropriate character to benefit from these deferred tax assets. We will continue to evaluate all available positive and negative evidence, including future taxable income and tax planning strategies, in assessing the need for valuation allowances.

Our future effective annual tax rate may be materially impacted by the amount of benefits and charges from tax amounts associated with our foreign earnings that are taxed at rates different from the federal statutory rate, changes in valuation allowances, level of profit before tax, accounting for uncertain tax positions, business combinations, closure of statute of limitations or settlement of tax audits, and changes in tax laws. Our future effective tax rates may be adversely affected to the extent earnings are lower than anticipated in countries where we have lower statutory tax rates.

The Company filed a request to the Internal Revenue Service (“IRS”) in the U.S. in fiscal 2026 for non-automatic change in accounting method to no longer capitalize certain research and development expenditures in its controlled foreign corporations, in line with recent IRS guidance. The tax effects of the proposed accounting method change have not been recognized in the accompanying consolidated financial statements as of April 30, 2026 as IRS approval is required prior to recognition. The Company will record the impact of the method change in the period that IRS approval is obtained. We
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anticipate this method change will decrease our provision for income taxes due to reduction of tax expense associated with NCTI.

Signed into law on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in fiscal 2027. We have reflected the tax effects of OBBBA in our provision for income taxes as of April 30, 2026.

Liquidity and Capital Resources

Our primary source of cash is from the sale of our software and related services. Our primary use of cash is payment of our operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities, and overhead costs. Long-term cash requirements for items other than normal operating expenses are anticipated for the following: the acquisition of businesses, software products, or technologies complementary to our business; repayment of debt; common stock repurchases; and capital expenditures, including the purchase and implementation of internal-use software applications.

At April 30, 2026, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $3.31 billion, net accounts receivable of $579 million, and our revolving loan facility.

In May 2025, the Company terminated its previous credit agreement and entered into a new Credit Agreement (the “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 proceeds from the 2025 Credit Agreement are available for working capital and general corporate purposes. At April 30, 2026, Autodesk had no outstanding borrowings under the 2025 Credit Agreement. See Part I, Item 1, “Financial Statements,” Note 11, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion on our covenant requirements and additional information with respect to the 2025 Credit Agreement. If we are unable to remain in compliance with the covenants under the 2025 Credit Agreement, we will not be able to draw on our revolving credit facility. Additionally, as of May 29, 2026, we have no amounts outstanding under the 2025 Credit Agreement.

As of April 30, 2026, we have $2.50 billion aggregate principal amount of notes outstanding. See Part I, Item 1, “Financial Statements,” Note 11, “Borrowing Arrangements,” in the Notes to Condensed Consolidated Financial Statements for further discussion.

On May 28, 2026, we entered into a definitive agreement to acquire MaintainX, Inc. for approximately $3.6 billion in cash. The proposed acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close later in fiscal 2027. We intend to use debt and available cash to fund the proposed acquisition. See Part I, Item 1, Note 19, “Subsequent Events,” in the Notes to Condensed Consolidated Financial Statements for further discussion.

Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates. In addition, Citibank N.A., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our $1.5 billion revolving credit facility.

Our cash and cash equivalents and marketable securities balances are concentrated in a few locations around the world, with substantial amounts held outside of the United States. There are several factors that can impact our ability to utilize foreign cash balances, such as foreign exchange restrictions, foreign regulatory restrictions, or adverse tax costs. Earnings in foreign jurisdictions are generally available for distribution to the United States with little to no incremental U.S. taxes. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure we have the proper liquidity available in the locations in which it is needed. We expect to meet our liquidity needs through or in combination of current cash balances, ongoing cash flows, and external borrowings.

Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part II, Item 1A titled “Risk Factors.” Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations, and our available revolving credit facility will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next 12 months.

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Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates, for which we have put in place foreign currency contracts as part of our risk management strategy. See Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk” for further discussion.

Three Months Ended April 30,
(in millions) 2026 2025
Net cash provided by operating activities $ 893  $ 564 
Net cash provided by investing activities 29  58 
Net cash used in financing activities (498) (415)

Net cash provided by operating activities of $893 million for the three months ended April 30, 2026, primarily consisted of $491 million of our net income adjusted for $369 million non-cash items such as stock-based compensation expense, restructuring, other exit costs, and facility reductions, amortization of costs to obtain a contract with a customer, depreciation, amortization, and accretion expense, and deferred income tax and by changes in operating assets and liabilities. The positive change in cash provided by working capital is primarily due to the change in accounts receivable of $859 million due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections from customers partially offset by negative changes in accounts payable and other liabilities of $488 million due to the timing of payments related to employee compensation and related costs and deferred revenue of $238 million due to the timing of our billing installments and seasonality of billings in the fourth fiscal quarter.

Net cash provided by operating activities of $564 million for the three months ended April 30, 2025, primarily consisted of $152 million of our net income adjusted for $489 million non-cash items such as stock-based compensation expense, restructuring, other exit costs, and facility reductions, amortization of costs to obtain a contract with a customer, depreciation, amortization, and accretion expense, and deferred income tax. The decrease in working capital is primarily due to a negative change in prepaid expenses and other assets of $304 million, and a decrease in deferred revenue of $204 million due to the timing of our billing installments and seasonality of billings in the fourth fiscal quarter, partially offset by the change in accounts receivable of $515 million due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections from customers.

Net cash provided by investing activities was $29 million for the three months ended April 30, 2026, primarily due to sales and maturities of marketable securities partially offset by purchases of marketable securities. Net cash provided by investing activities was $58 million for the three months ended April 30, 2025, primarily due to sales and maturities of marketable securities partially offset by purchases of marketable securities.

Net cash used in financing activities was $498 million for the three months ended April 30, 2026, primarily due to the repurchases of common stock. Net cash used in financing activities was $415 million for the three months ended April 30, 2025, primarily due to repurchases of common stock.

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Issuer Purchases of Equity Securities

Autodesk's stock repurchase programs provide Autodesk with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time and has the effect of returning excess cash generated from our business to stockholders. Under the share repurchase programs, Autodesk may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, tender offers, or by other means. 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 or dollar amount 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.

The following table provides information about the repurchase of common stock in open-market transactions during the three months ended April 30, 2026:

(Shares in thousands) Total Number of
Shares
Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (2)

February 1 - February 28, 2026 822  $ 233.54  822  $ 7,292 
March 1 - March 31, 2026 763  248.83  763  $ 7,102 
April 1 - April 30, 2026 279  234.02  279  $ 7,037 
Total 1,864  $ 239.87  1,864 

 ________________
(1) This represents shares purchased in open-market transactions under the stock repurchase plans approved by the Board of Directors.
(2) These amounts correspond to the plans publicly announced and approved by the Board of Directors in November 2022 and November 2024 that each authorized the repurchase of $5 billion. At April 30, 2026, $2.04 billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively. The plans do not have a fixed expiration date. See Part I, Item 1, “Financial Statements,” Note 15, “Stockholders' Equity,” in the Notes to the Condensed Consolidated Financial Statements for further discussion.

Glossary of Terms

Billings: Total revenue plus the net change in deferred revenue, as presented in the consolidated statement of cash flows, for the reporting period less the net change in contract assets for the reporting period.

Cloud Service Offerings: Represents individual term-based offerings deployed through web browser technologies or in a hybrid software and cloud configuration. Cloud service offerings that are bundled with other product offerings are not captured as a separate cloud service offering.

Constant Currency (CC) Growth Rates: We attempt to represent the changes in the underlying business operations by eliminating fluctuations caused by changes in foreign currency exchange rates as well as eliminating hedge gains or losses recorded within the current and comparative periods. We calculate constant currency growth rates by (i) applying the applicable prior period exchange rates to current period results and (ii) excluding any gains or losses from foreign currency hedge contracts that are reported in the current and comparative periods.

Design Business: Represents the combination of product subscriptions and all EBAs. Main products include, but are not limited to, AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya and 3ds Max. Certain products, such as our computer aided manufacturing solutions, incorporate both Design and Make functionality and are classified as Design.

Enterprise Business Agreements (EBAs): Represents programs providing enterprise customers with token-based access to a broad pool of Autodesk products over a defined contract term.

Flex: A pay-as-you-go consumption option to pre-purchase tokens to access any product available with Flex for a daily rate.

Free Cash Flow: Cash flow from operating activities minus capital expenditures.

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Industry Collections: Autodesk Industry Collections are a combination of products and services that target a specific user objective and support a set of workflows for that objective. Our Industry Collections consist of: Autodesk Architecture, Engineering, and Construction Collection, Autodesk Product Design and Manufacturing Collection, and Autodesk Media and Entertainment Collection.

Make Business: Represents certain cloud-based product subscriptions. Main products include, but are not limited to, Autodesk Build, Forma Design Collaboration, BuildingConnected, Fusion, and Flow Production Tracking. Certain products, such as Fusion, incorporate both Design and Make functionality and are classified as Make.

Product Family: A grouping of related products or solutions that address specific industry or market needs, customer types, or use cases, or share core underlying technology or deployment models. Where a customer has a right to use different products over time, Autodesk may classify amounts to a single product family based on the customer’s primary industry or use case, or to product family other, or allocate the amounts across product families using estimates.

Solution Provider: Solution Providers are our channel partners when we transact directly with our customers. Solution Providers may act as resellers in certain markets or Autodesk products or solutions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. Our risk management strategy utilizes foreign currency contracts to manage our exposure to foreign currency volatility that exists as part of our ongoing business operations. We utilize cash flow hedge contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. In addition, we use balance sheet hedge contracts to reduce the exchange rate risk associated primarily with foreign currency denominated receivables and payables. As of April 30, 2026, and January 31, 2026, we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months. Contracts were primarily denominated in Australian dollars, British pounds, Euros, Japanese yen, and Singapore dollars. We do not enter into foreign exchange derivative instruments for trading or speculative purposes.

Our option and foreign exchange forward contracts outstanding as of the respective period-ends are summarized in U.S. dollar equivalents as follows (in millions):

April 30, 2026 January 31, 2026
Notional Amount Fair Value Notional Amount Fair Value
Forward Contracts:
Purchased $ 1,685  $ (2) $ 1,743  $ 18 
Sold 1,603  (13) 2,166  (20)
Option Contracts:
Purchased 1,868  15  1,597  12 
Sold 1,983  (7) 1,698  (13)

We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of certain anticipated transactions. A hypothetical 10% appreciation of the U.S. dollar from its value at April 30, 2026, and January 31, 2026, would increase the fair value of our foreign currency contracts by $157 million and $159 million, respectively. A hypothetical 10% depreciation of the dollar from its value at April 30, 2026, and January 31, 2026, would decrease the fair value of our foreign currency contracts by $94 million and $158 million, respectively.

Interest Rate Risk

Interest rate movements affect both the interest income we earn on our short-term investments and the market value of certain longer-term securities. At April 30, 2026, we had $2.41 billion of cash equivalents and marketable securities, including $253 million classified as short-term marketable securities and $385 million classified as long-term marketable securities. If interest rates were to move up or down by 50 or 100 basis points over a 12-month period, the market value change of these securities would not have a material impact on our results of operations.

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Other Market Risk

From time to time, we make direct investments in privately held companies. Privately held company investments generally are considered inherently risky. The technologies and products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. See Part I, Item 1, “Financial Statements,” Note 5, “Financial Instruments,” in the Notes to Condensed Consolidated Financial Statements for further discussion regarding these strategic investments.

ITEM 4. 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, and (ii) accumulated and communicated to Autodesk management, including our CEO and CFO, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective to meet the objective for which they were designed and operated at the reasonable assurance level.

Our disclosure controls and procedures include components of our internal control over financial reporting. Our management, including our CEO and CFO, 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.

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 Exchange Act) during the three months ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
 

ITEM 1. LEGAL PROCEEDINGS

We are involved in a variety of claims, suits, investigations, inquiries, and proceedings in the normal course of business activities including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters. In our opinion, resolution of pending matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows, or 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 our results of operations, cash flows, or financial position in a particular period, however, based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of our 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 April 24, 2024, Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against Autodesk, our Chief Executive Officer, Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford. The complaint, which was filed shortly after Autodesk’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 complaint with prejudice. On February 12, 2026, the Court entered judgment. Plaintiffs filed a notice of appeal on March 12, 2026 and filed an opening brief on appeal on May 27, 2026. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

In addition, on June 7, 2024, a purported stockholder derivative complaint was filed in the United States District Court for the Northern District of California, naming our directors at the time of the complaint and our Chief Strategy Officer as defendants and our company as a nominal defendant. The complaint generally alleges violations of Section 14(a) of the Exchange Act and breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, abuse of control, and waste of corporate assets, based on similar underlying allegations contained in the purported federal securities class action complaint described above. A second purported stockholder derivative complaint naming the same defendants was filed in the Northern District of California on June 25, 2024. The complaint in that case generally alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5, Section 20(a) of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution, also based on similar underlying allegations contained in the purported federal securities class action described above. On October 29, 2024 the Court consolidated and stayed the two stockholder derivative actions. A third purported stockholder derivative complaint naming the same defendants was filed in the District of Delaware on February 14, 2025. That complaint generally alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5, Sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duties, misappropriation of information, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, also based on similar underlying allegations contained in the purported federal securities class action described above. The plaintiff in the District of Delaware action filed a notice of voluntary dismissal of the action without prejudice on April 4, 2025, which the Court entered on April 7, 2025.
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ITEM 1A. RISK FACTORS

We operate in a rapidly changing environment that involves significant risks, a number of which are beyond our control. In addition to the other information contained in this Quarterly Report on Form 10-Q, the following discussion highlights some of these risks and the possible impact of these factors on our business, financial condition, and future results of operations. If any of the following risks actually occur, our business, financial condition, or results of operations may be adversely impacted, causing the trading price of our common stock to decline. In addition, these risks and uncertainties may impact the forward-looking statements described elsewhere in this Quarterly Report on Form 10-Q and in the documents incorporated herein by reference. They could affect our actual results of operations, causing them to differ materially from those expressed in forward-looking statements.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities. These risks are described more fully below and include, but are not limited to, risks relating to the following:
• Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance (both with new and existing customers), costs related to product defects, and large expenditures.
• Existing and increased competition and rapidly evolving technological changes.
• Global economic and political conditions.
• Costs and challenges associated with strategic acquisitions and investments.
• Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks.
• Inability to predict subscription renewal rates and their impact on our future revenue and operating results.
• Fluctuation of our financial results, key metrics and other operating metrics.
• Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections.
• Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives.
• Our strategy and expectations regarding the expected benefits, timing and costs associated with our restructuring plans.
• Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline.
• Challenges relating to the proper management and governance of our use of AI in our offerings.
• Security incidents compromising the integrity of our or our customers’ offerings, services, data, or intellectual property.
• Reliance on third parties to provide us with a number of operational and technical services as well as software.
• Our highly complex software, which may contain undetected errors, defects, or vulnerabilities, and is subject to service disruptions, degradations, outages or other performance problems.
• Increasing regulatory focus on privacy, data protection, and cybersecurity issues and expanding laws.
• Governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
• Protection of our intellectual property rights and intellectual property infringement claims from others.
• The government procurement process.
• Fluctuations in currency exchange rates.
• Our debt service obligations.
• Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors.

Risks Relating to Our Business and Strategy

Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance (both with new and existing customers), costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue.

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The software industry is characterized by rapid technological changes as well as changes in customer requirements and preferences. In recent years, the industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions and cloud-enabled technologies. Both new and existing customers are also reconsidering how they purchase software products, which requires us to constantly evaluate our business model and strategy. In response, we are focused on providing solutions to enable our customers to be more agile and collaborative on their projects. We devote significant resources to the development of new technologies, including AI features. If we are unable to provide new features, enhancements to user experience, and modifications in a timely and cost-effective manner that achieve market acceptance, align with customer expectations, and that keep pace with rapid technological developments and changing regulatory landscapes, our business and operating results could be adversely affected. For example, AI and machine learning are propelling advancements in technology, but if they are not widely adopted and accepted or fail to operate as expected, our business and reputation may be harmed.

In addition, we frequently introduce new business models or methods that require a considerable investment of technical and financial resources, such as our introduction of flexible subscription and service offerings, our transition of multi-subscription plans to named-user plans and our new transaction model. It is uncertain whether these strategies, including our product and pricing changes, will accurately reflect customer demand or be successful, or whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors. We make such investments through further development and enhancement of our existing products and services, as well as through acquisitions. Such investments may not result in sufficient revenue generation to justify their costs and could result in decreased net revenue or profitability. If we are not able to meet customer requirements, either with respect to new customers or existing customers, and either with respect to our software or the manner in which we provide such products, or if we are not able to adapt our business model to meet our customers’ requirements, our business, financial condition, or results of operations may be adversely impacted.

In particular, a critical component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT products, as well as other individual Autodesk products, expand their portfolios to include our other offerings and cloud-based functionality, and we are taking steps to accelerate this migration. At times, sales of our AutoCAD and AutoCAD LT or individual Autodesk flagship products have decreased without a corresponding increase in Industry Collections or cloud-based functionality revenue, or without purchases of customer seats to our Industry Collections. Should this continue, our results of operations will be adversely affected.

Our executive management team must continuously act quickly and with vision, given the rapidly changing customer expectations and technology advancements inherent in the software industry, the extensive and complex efforts required to create useful and widely accepted products, and the rapid evolution of cloud computing, mobile devices, new computing platforms, and other technologies, such as consumer products. Although we have articulated a strategy that we believe will fulfill these challenges, if we fail to execute properly on that strategy or adapt the strategy as market conditions evolve, we may fail to meet our customers’ expectations, be unable to compete with our competitors' products and technology, and lose the confidence of our channel partners and employees. This in turn could adversely affect our business and financial performance.

Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits .

The software industry has limited barriers to entry, and the availability of computing devices with continually expanding performance at progressively lower prices contributes to the ease of market entry. The industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions and cloud-enabled technologies. This shift further lowers barriers to entry and poses a disruptive challenge to established software companies. The markets in which we operate are characterized by vigorous competition, both by entrants with innovative technologies and by consolidation of companies with complementary offerings and technologies. Some of our competitors have greater financial, technical, sales and marketing, and other resources. Our competitors and new entrants may also be able to develop and market new technologies that render our existing or future products less competitive. For example, disruptive technologies such as machine learning and other AI technologies may significantly alter the market for our products in unpredictable ways and reduce customer demand. The market may also react to these disruptive technologies in unpredictable ways inconsistent with our financial condition and results of operation.

Furthermore, a reduction in the number and availability of compatible third-party applications or our inability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms, may adversely affect the sale of our solutions. Because of these and other factors, competitive conditions in the industry are likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market share, any of which would likely harm our business.

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Global economic and political conditions may further impact our industries, business, and financial results.

Our overall performance depends largely upon domestic and worldwide economic and political conditions. The United States and other countries’ economies have experienced cyclical downturns, in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, inflationary pressures and higher interest rates, bankruptcies, and overall uncertainty. These economic conditions can occur abruptly. For example, current geopolitical and global macro-economic challenges, most recently regarding tariffs and trade protectionism, have caused uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue. The extent to which these challenges will impact our financial condition or results of operations is still uncertain and will continue to depend on developments such as the impact of these challenges on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, material scarcity, as well as other factors; actions taken by governments, businesses, and consumers in response to these challenges; speed and timing of economic recovery, including in specific geographies; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; wars and armed conflicts, including the ongoing wars between Ukraine and Russia and conflicts in the Middle East; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow. All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. If economic growth in countries where we do business slows or if such countries experience further economic recessions, customers may delay or reduce technology purchases. Our customers include government entities, including the U.S. federal government, and if spending cuts impede the ability of governments to purchase our products and services, our revenue could decline. In addition, a number of our customers rely, directly and indirectly, on government spending.

As described elsewhere in these risk factors, we are dependent on international revenue and operations and are subject to related risks of conducting business globally. Trends toward nationalism and protectionism, including imposition of tariffs and related trade wars, and the weakening or dissolution of international trade pacts may increase the cost of, or otherwise interfere with, conducting business. These trends have increased political and economic unpredictability globally and may increase the volatility of global financial markets, and the impact of such developments on the global economy remains uncertain. Political instability or adverse political developments in any of the countries in which we do business could harm our business, results of operations, and financial condition. A financial sector credit crisis could impair credit availability and the financial stability of our customers, including our distribution partners and channels. A disruption in the financial markets may also have an effect on our derivative counter-parties and could also impair our banking partners, on which we rely for operating cash management. War, geopolitical conflicts, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business. Any of these events could harm our business, results of operations, and financial condition.

Our business could be adversely impacted by the costs and challenges associated with strategic acquisitions and investments.

We regularly acquire or invest in businesses, software solutions, and technologies that are complementary to our business through acquisitions, strategic alliances, or equity or debt investments, including several transactions in fiscal 2025 and fiscal 2026. We also recently announced we entered into a definitive agreement to acquire MaintainX, Inc. subject to regulatory review and closing conditions. The risks associated with such acquisitions include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities such as intellectual property infringement claims; failure to realize anticipated revenue and cost projections and expected synergies; the requirement to test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and diversion of management's time and attention. In addition, such acquisitions and investments involve other risks such as:

• the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business;
• the potential that due diligence of the acquired business or solution does not identify significant problems;
• exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including claims from terminated employees, customers, or other third parties;
• the potential for incompatible business cultures;
• significantly higher than anticipated transaction or integration-related costs;
• the potential that a proposed transaction is not completed;
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• the potential that acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and cybersecurity, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation;
• potential additional exposure to economic, tax, currency, political, legal, and regulatory risks and liabilities, including risks associated with specific countries; and
• the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business.

We may not be successful in overcoming such risks, and such acquisitions and investments may negatively impact our business. In addition, if we do not complete an announced acquisition transaction, such as the MaintainX, Inc. transaction, or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. We may also incur significant costs, expenses and fees, including for professional services, other transaction costs, and potential termination fees, for which we will have received little or no benefit, and our stock price could decline. Acquisitions and investments have in the past and may in the future contribute to fluctuations in our quarterly financial results. These fluctuations could arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and investments, and could negatively impact our financial results.

We cannot guarantee that the acquisition of MaintainX, Inc. will be consummated within the expected time period, or at all, and if consummated, that our assumptions regarding the acquisition will be correct.

On May 28, 2026, we entered into a definitive merger agreement to acquire MaintainX, Inc. Completion of the acquisition is subject to certain conditions contained in the merger agreement and we cannot guarantee that the acquisition of MaintainX, Inc. will be consummated within the expected time period, or at all. If the acquisition is not consummated, or closing is substantially delayed for any reason, our business may be materially and adversely affected as we will have incurred substantial costs and expenses and utilized considerable resources. If the acquisition is consummated, it may involve unexpected costs or liabilities, we may be unable to achieve the expected projections, synergies and operating efficiencies within the expected time frames, or at all, and the integration of MaintainX, Inc. into our business may be more difficult, time consuming or costly than expected.

We are dependent on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks, which could adversely impact our financial results.

International net revenue represented 65% and 64% of our net revenue for the three months ended April 30, 2026 and 2025, respectively. Our international revenue, some of which comes from emerging economies, is subject to economic and political conditions in foreign markets, including those resulting from economic and political conditions in the United States. Our total revenue is also impacted by the relative geographical and country mix of our revenue over time. Our dependency on international revenue makes us much more exposed to global economic and political trends, which can negatively impact our financial results even if our results in the United States are strong for a particular period.

We anticipate that our international operations will continue to account for a significant portion of our net revenue and, as we expand our international development, sales, and marketing expertise, will provide significant support to our overall efforts in countries outside of the United States. Risks inherent in our international operations include:
• economic volatility;
• tariffs, quotas, and other trade barriers and restrictions, geopolitical conflicts, and any political or economic responses and counter-responses thereto by various global actors;
• fluctuating currency exchange rates, including devaluations, currency controls, and inflation, and risks related to any hedging activities we undertake;
• changes in regulatory requirements and practices;
• delays resulting from difficulty in obtaining export licenses for certain technology;
• different purchase patterns as compared to the developed world;
• operating in locations with a higher incidence of corruption and fraudulent business practices, particularly in emerging economies;
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• compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption laws;
• difficulties in staffing and managing foreign sales and development operations;
• local competition;
• longer collection cycles for accounts receivable;
• U.S. and foreign tax law changes and the complexities of tax reporting;
• laws regarding the free flow of data across international borders and management of and access to data and public networks;
• possible future limitations upon foreign-owned businesses;
• increased financial accounting and reporting burdens and complexities;
• inadequate local infrastructure;
• greater difficulty in protecting intellectual property;
• software piracy; and
• other factors beyond our control, including popular uprisings, terrorism, war (including any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), natural disasters, and diseases and pandemics.

Some of our business partners also have international operations and are subject to the risks described above.