Autodesk Prices $1.0 Billion Senior Notes Offering to Refinance Term Loan

Summary of Material Definitive Agreement (Form 8-K)

Autodesk, Inc. reported the execution of an Underwriting Agreement on September 8, 2026, to issue and sell $1.0 billion aggregate principal amount of senior unsecured notes across two tranches.

Key Offering Terms

• Tranche 1: $500,000,000 aggregate principal amount of 5.050% Notes due 2029
• Tranche 2: $500,000,000 aggregate principal amount of 5.650% Notes due 2033
• Interest Schedule: Payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027.
• Governing Indenture: Base Indenture dated December 13, 2012, supplemented by the Seventh Supplemental Indenture dated September 10, 2026, with U.S. Bank Trust Company, National Association as Trustee.
• Underwriters / Representatives: Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., and Citigroup Global Markets Inc.

Use of Proceeds and Capital Structure Impact

Autodesk plans to apply the net proceeds from the notes offering, combined with cash on hand, to repay $1.0 billion in outstanding principal under its existing Term Loan Credit Agreement dated June 15, 2026. This transaction shifts short/medium-term term loan debt into fixed-rate senior unsecured notes, locking in borrowing costs and extending debt maturities.