Autodesk Prices $1.0 Billion Dual-Tranche Senior Notes Offering

Executive Summary

On September 9, 2026, Autodesk, Inc. (NASDAQ: ADSK) filed a Form 424B5 prospectus supplement detailing a $1.0 billion senior unsecured notes offering. The offering is split into two $500 million tranches maturing in 2029 and 2033, respectively.

Offering Structure & Tranche Details

1. 5.050% Senior Notes due September 15, 2029

   • Aggregate Principal Amount: $500,000,000
   • Public Offering Price: 99.869% ($499,345,000)
   • Underwriting Discount: 0.450% ($2,250,000)
   • Net Proceeds before expenses: $497,095,000
   • Interest Payment Dates: Semi-annually on March 15 and September 15, commencing March 15, 2027.

2. 5.650% Senior Notes due September 15, 2033

   • Aggregate Principal Amount: $500,000,000
   • Public Offering Price: 99.844% ($499,220,000)
   • Underwriting Discount: 0.625% ($3,125,000)
   • Net Proceeds before expenses: $496,095,000
   • Interest Payment Dates: Semi-annually on March 15 and September 15, commencing March 15, 2027.

Use of Proceeds

Autodesk plans to use the total net proceeds (approximately $993.19 million before offering expenses), combined with cash on hand, to refinance and repay the full $1.0 billion aggregate principal amount currently outstanding under its Term Loan Credit Agreement dated June 15, 2026.

Capital Structure & Ranking

• Ranking: Senior unsecured obligations ranking pari passu with existing senior debt (including the existing 5.300% notes due 2035, 2.400% notes due 2031, 2.850% notes due 2030, and 3.500% notes due 2027).
• Structural Subordination: Structurally subordinated to all indebtedness and liabilities of Autodesk's subsidiaries.
• Optional Redemption & Change of Control: Standard make-whole redemption provisions prior to par call dates; 101% repurchase offer requirement upon a Change of Control Repurchase Event.