Autodesk (ADSK) 10-K risk factor changes: FY2025 vs FY2024

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 [removed: offerings and] [added: offerings,] our transition of multi-subscription plans to named-user [removed: plans.][added: plans and our new transaction model.]

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 [removed: the] Ukraine and Russia and between Israel and Hamas; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.

If economic growth in countries where we do business slows or if such countries experience further economic recessions, customers may delay or reduce technology [removed: purchases, which we have seen recently in certain countries including China.][added: purchases.]

Our customers include government entities, including the U.S. federal [added: government, and if spending cuts impede the ability of governments to purchase our products and services, our revenue could decline.]

War, [removed: including the ongoing wars between the Ukraine and Russia and between Israel and Hamas,] [added: 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.

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 [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

International net revenue represented 64% [removed: and 66%] of our net revenue for [added: both] fiscal [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024.]

- tariffs, quotas, and other trade barriers and restrictions, [removed: including] [added: geopolitical conflicts, and] any political or economic responses and counter-responses [removed: or otherwise] [added: thereto] by various global [removed: actors to the ongoing wars between the Ukraine and Russia and between Israel and Hamas;][added: actors;]

- other factors beyond our control, including popular uprisings, terrorism, war (including [removed: the ongoing wars between the Ukraine and Russia and between Israel and Hamas, and] 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 [removed: pandemics, such as COVID-19.][added: pandemics.]

In addition, in recent years, the United States has instituted or proposed changes to foreign trade policy, including the negotiation or termination of trade agreements, the imposition of tariffs on products imported from certain countries, economic sanctions on individuals, corporations, or countries, and other government regulations affecting trade between the United States [removed: and other countries in which we do business.]

[removed: More recently,] [added: For example,] the United States and other global actors have imposed sanctions as a result of the war against Ukraine launched by [removed: Russia,] [added: Russia] and the ongoing war between Israel and Hamas.

In addition, certain foreign governments, including the Chinese government, have [removed: instituted] [added: instituted, considered,] or [removed: considered] [added: are considering] imposing [added: tariffs and other] trade sanctions on certain U.S.-manufactured goods.

The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as announcing sanctions, a change in tariff [added: structures, export compliance, or other trade policies, may increase the cost of, or otherwise interfere with, the conduct of our business, and could have a material adverse effect on our operations and business outlook.]

These fluctuations [added: have in the past caused and] could [added: in the future] cause our stock price to change significantly or experience declines.

In addition to the other risks described in these risk factors, some of the factors that [added: have in the past caused and] could [added: in the future] cause our financial results, key metrics, and other operating metrics to fluctuate include:

- shift to named-user plans and annual billing of multi-year contracts, which impacted the timing of our billings and cash collections in fiscal year 2024 and [added: 2025 and] which is expected to continue into fiscal year [removed: 2025;][added: 2026;]

- weak or negative growth in one or more of the industries we serve, including [removed: AEC,] [added: AECO,] manufacturing, and digital media and entertainment markets;

- catastrophic events, natural disasters, or public health events, such as pandemics and [removed: epidemics, including COVID-19;][added: epidemics;]

Accordingly, any revenue shortfall below expectations has had, and in the future could have, an immediate and significant [removed: adverse effect on our profitability.]

During fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented [removed: 27%] [added: 26%] and [removed: 28%] [added: 27%] of our total net revenue, respectively.

The market price for our common stock [added: has in the past been, and in the future] may [removed: be] [added: be,] affected by a number of factors, including the other risks described in these risk factors and the following:

- outstanding debt service obligations; [removed: and]

Additionally, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and [added: other proceedings and] subject us to legal liability as well as brand and reputational harm.

[removed: Potential government] [added: Government] regulation [removed: in] [added: addressing AI ethics or other aspects of] the [removed: space] [added: development or use] of AI [removed: ethics] may also increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm, or legal liability.

Failure to address AI [removed: ethics] [added: ethical and regulatory] issues by us or others in our industry could undermine public confidence in [removed: AI and slow adoption of AI in our products and services.]

*The Audit Committee internal investigation has been time-consuming and expensive, has resulted in the filing of [removed: a class action lawsuit,] [added: lawsuits,] and may result in additional expense and/or litigation.*

We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the investigation, and we could be forced to incur [added: significant] additional time and expense as a result of the investigation.

[removed: The Company intends to cooperate] [added: Autodesk is cooperating] with the SEC’s investigation.

In addition, we and certain of our officers and directors have been named in [removed: a] purported shareholder [removed: class action] [added: litigation] arising out of our announcement of the investigation.

For additional discussion, see [added: Part I,] Item 3.

Despite these efforts, we [removed: may not prevent] [added: have been subject to] security breaches [removed: or] [added: and] incidents, and we [removed: may] face [added: the risks of them occurring in the future, as well as the risks of] delays [removed: or] [added: and] other difficulties in identifying, responding to, or remediating security breaches or incidents.

To date, [added: we have not considered any] such identified security events [removed: have not been] [added: as] material [removed: or significant] to [removed: us or our customers,] [added: us,] including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks will not be material or [added: otherwise] significant.

Security breaches or incidents [removed: could] disrupt the proper functioning of our systems, solutions, offerings, applications, or services; cause errors in the output of our customers’ work; allow unauthorized access to or unauthorized use, disclosure, modification, loss, unavailability, or destruction of, sensitive data or intellectual property, including proprietary or confidential information of ours or our customers; or cause other destructive or disruptive outcomes.

These existing risks are compounded given the shift in recent years to work-from-home arrangements for a large population of employees and contractors, as well as employees and contractors of our third-party technology providers and vendors, and the risks could also be elevated in connection with the ongoing [removed: war] [added: wars] between Ukraine and Russia [added: and between Israel and Hamas] as we and our third-party technology providers and vendors are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Russian actors against U.S.-based companies.

Any security breach or incident suffered, or believed to have been suffered, by us or by our technology providers or vendors could result in harm to our reputation and competitive position, difficulty attracting new [removed: customers,] [added: customers (including government customers),] retaining existing customers, and securing payment from customers, our expenditure of significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and regulatory inquiries, investigations, and other proceedings, private claims, demands, [removed: and] lawsuits, [added: potential liability,] and [removed: other] [added: the] potential [removed: liability.][added: loss of our authorization under the Federal Risk and Authorization Management Program (“FedRAMP”).]

Some open source software licenses require end-users, who distribute or make available across a network software and services that include open source software, to make publicly available or to license all or part of such software (which in some circumstances could include valuable proprietary code, such as modifications or derivative works created, based upon, incorporating, or using the open source software) under [removed: the terms of the particular open source license.]

[removed: Unsuccessful implementation of hardware or software updates and improvements] could result in disruption in our business operations, loss of customers, loss of revenue, errors in our accounting and financial reporting, or damage to our reputation, all of which could harm our business.

For fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] approximately [removed: 63%] [added: 58%] and [removed: 65%,] [added: 63%,] respectively, of our revenue was derived from indirect channel sales [added: primarily] through distributors and [removed: resellers, and we expect that the majority of our revenue will continue to be derived from indirect channel sales in the near future.][added: resellers.]

Of our distributors, TD Synnex accounted for [removed: 39%] [added: 33%] and [removed: 37%] [added: 39%] of our total net revenue for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, and Ingram [removed: Micro] [added: Micro, Inc. (“Ingram Micro”)] accounted for [removed: 7%] [added: 5%] and [removed: 9%] [added: 7%] of our total net revenue for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[added: During October 2022, we entered into] a transition agreements with each of TD Synnex and Ingram Micro to provide transition distribution activities for a one-to-two-year period, with potential extensions.

- Our strategy and expectations regarding the expected benefits, timing and costs associated with our restructuring plan.

and other countries in which we do business.

Additionally, recent executive actions and executive branch policies in the United States, such as those communicated in a February 2025 memorandum regarding a change in U.S. policy with respect to the negotiation and imposition of digital services taxes and regulations by other countries, suggest a broader purview for changes in U.S. trade policy as a component of U.S. foreign policy.

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.

adverse effect on our profitability.

*We may not successfully execute or achieve the expected benefits of our restructuring plan and other measures we may take in the future, and our efforts may adversely affect our business.*

During the first quarter of fiscal 2026, we initiated a restructuring plan (the “2026 Plan”), to support Autodesk's initiatives to optimize its go-to-market organization and, at the same time, to reallocate resources to Autodesk’s strategic priorities such as investments in cloud, platform, and artificial intelligence.

These measures are intended to address our short and long-term objectives and are based on our current estimates, assumptions, and forecasts, which are subject to known and unknown risks and uncertainties.

Implementation of these and any other initiatives may not achieve our expected benefits, may be disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have forecasted.

In addition, our 2026 Plan could result in personnel attrition beyond our planned reduction in headcount or could reduce employee morale, which could in turn adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, could affect our ability to attract highly skilled employees, or may otherwise adversely affect our business.

- actions by activist shareholders or others, and our response to such actions; and

For example, the European Union’s Artificial Intelligence Act (the “AI Act”), which achieved approval by the European Council on February 2, 2024, and the European Parliament on March 13, 2024, will impose obligations on providers and users of artificial intelligence technologies.

Some U.S. states have proposed, and in certain cases enacted, laws addressing aspects of the development and use of AI.

AI, slow adoption of AI in our products and services, and subject us to claims, demands, and proceedings from private actors, regulatory investigations and other proceedings by regulatory authorities, and fines, penalties, and other liabilities.

Additionally, these threats continue to evolve in sophistication and volume and are difficult to detect and predict due to advances in electronic warfare techniques, advances in cryptography and other technologies, including AI and machine learning.

Our use of AI may also increase our risks of being subject to a security breach or incident.

the terms of the particular open source license.

Unsuccessful implementation of hardware or software updates and improvements

For example, on June 4, 2021, the European Commission published a new set of modular standard contractual clause (“SCCs”), which became effective on June 29, 2021.

Following issuance of a U.S. executive order, a new framework, the EU-U.S. Data Privacy Framework (“DPF”) was created.

Following an adequacy decision issued by the European Commission on July 10, 2023, the DPF, along with a UK extension to the DPF that allows the transfer of personal data from the UK to the U.S. (the “UK DPF Extension”) and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”), are available for companies to make use of to legitimize personal data transfers to the U.S. from the European Economic Area, Switzerland, and UK.

We have certified to the U.S. Department of Commerce that we adhere to the DPF, UK DPF Extension, and Swiss-U.S. DPF.

However, the DPF has been subject to a legal challenge, and it, the UK DPF Extension, and the Swiss-U.S. DPF may be subject to legal challenges in the future from privacy advocacy groups or others.

As the enforcement landscape further develops,

targeted by applicable sanctions.

Furthermore, government certification requirements applicable to our platform, including FedRAMP, may change and, in doing so, restrict our ability to sell into the governmental sector until we have attained the full or revised certification.

Governmental entities may also have statutory, contractual or other legal rights to terminate contracts with us or our partners for convenience or for other reasons.

We have obtained authorization under FedRAMP for certain offerings, which facilitates our entry into the U.S. federal government market.

Such certification is subject to rigorous compliance and if we lose our certification, it could inhibit or preclude our ability to contract with certain U.S. federal government customers.

In addition, some customers may rely on our authorization under FedRAMP to help satisfy their own legal and regulatory compliance requirements and our failure to maintain FedRAMP authorization might result in a breach under public sector contracts obtained on the basis of such authorization.

This could subject us to liability, result in reputational harm, and adversely impact our financial condition or operating results.

government, and if spending cuts impede the ability of governments to purchase our products and services, our revenue could decline.

For example, we have

recently seen a deceleration in growth in certain geographies including China.

The application of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community, and the United Kingdom signed in December 2020 (the “TCA”), which took effect January 1, 2021, could have adverse tax, tax treaty, banking, operational, legal, regulatory, or other impacts on our businesses in the region.

The withdrawal could also, among other potential outcomes, create currency volatility; disrupt the free movement of goods, services, and people between the United Kingdom and the European Union; and significantly disrupt trade between the United Kingdom and the European Union and other parties.

Uncertainty around these and related issues could lead to adverse effects on the United Kingdom economy, the European Union economies, and the other economies in which we operate.

structures, export compliance, or other trade policies, may increase the cost of, or otherwise interfere with, the conduct of our business, and could have a material adverse effect on our operations and business outlook.

The completion of the Audit Committee investigation and filing of any delinquent periodic reports will not automatically resolve the SEC investigation.

During October 2022, we entered into

increased costs or delays until equivalent software can be developed, identified, licensed, and integrated, which would likely harm our business.

On March 25, 2022, the United States and EU announced an “agreement in principle” to replace the EU-U.S. Privacy Shield transfer framework with the Trans-Atlantic Data Privacy Framework (“EU-U.S. DPF”).

On July 10, 2023, the European Commission adopted an adequacy decision in relation to the EU-U.S. DPF, allowing the EU-U.S. DPF to be utilized as a means of legitimizing EU-U.S. personal data transfers for participating entities.

We are evaluating whether the EU-U.S. DPF will be appropriate for us to utilize.

For example, the U.S. government enacted significant tax law changes in December 2017, the Tax Act, which impacted our tax obligations and effective tax rate beginning in our fiscal 2018 tax year, and significant tax legislation was included in the March 2020 CARES Act and subsequent Consolidated Appropriations Act in December 2020.

Signed into law on August 16, 2022, the Inflation Reduction Act contains many provisions that may impact Autodesk, including the corporate alternative minimum tax and excise tax on stock buybacks.

We are monitoring these impacts on our consolidated financial statements.

For tax years beginning after December 31, 2021, the Tax Act required taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code Section 174.

Section 174 required taxpayers to capitalize research and development costs and amortize them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research.

Although Congress is considering legislation that would reinstate and extend Section 174 expensing for certain research and experimental expenditures, the possibility that this will happen is uncertain.

Our strategy is to [removed: deliver] [added: 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 support our strategic priority of digital transformation in Architecture, Engineering, [removed: and] Construction [removed: (“AEC”),] [added: and Operations (“AECO”),] we are strengthening our [removed: AEC] [added: AECO] solutions’ foundation with both organic and inorganic investments.

Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and [removed: AI-powered] [added: Artificial Intelligence (“AI”)-powered] insights that simplify the exploration of design concepts, offload repetitive tasks, and help evaluate environmental qualities surrounding a building site.

In fiscal 2023, we acquired a cloud-connected, extended reality (XR) platform enabling [removed: AEC] [added: AECO] professionals to present, collaborate and review projects in immersive and interactive experiences, from anywhere and at any time.

This acquisition enables Autodesk to meet increasing needs for augmented reality (AR) and virtual reality (VR) technology advancements within the [removed: AEC] [added: AECO] industry and further support [removed: AEC] [added: AECO] customers throughout the project delivery lifecycle.

Our indirect channels primarily include [removed: value added] distributors, [removed: value added] resellers, direct market resellers, volume channel partners, and product-specific resellers.

During fiscal 2023, we entered into transition agreements with certain of our distributors, including TD Synnex and Ingram [removed: Micro,] [added: Micro Inc.,] to provide transition distribution activities for a one-to-two-year [removed: period, with potential extensions.][added: period.]

We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in [removed: EMEA and APAC,] [added: EMEA,] and [removed: for most of our subscription offerings in Australia] [added: APAC] during fiscal [removed: 2024, whereby channel partners provide a quote to customers but the actual transaction occurs directly between Autodesk] [added: 2023] and [removed: the customer.][added: 2024.]

[removed: Dependent upon successful implementation in Australia,] [added: In fiscal 2025,] we [removed: intend to transition] [added: transitioned most of] our indirect business to the new transaction model in our major [removed: markets globally in fiscal 2025 and fiscal 2026.][added: markets.]

[removed: We] [added: In the near term, we] expect the change in [removed: accounting] recognition of sales incentives to indirect channels from contra revenue to operating expenses under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.

See Part II, Item 8, Note 2, "Revenue Recognition" in the Notes to the Consolidated Financial Statements for further detail on the results of our indirect and direct channel sales for the fiscal years ended January 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

With the continued growth of our online Autodesk branded [removed: store, the transition to annual billings for multi-year contracts and our new token-based Flex model,] [added: store] and [removed: the introduction of] our new transaction model, we are transacting directly with more end customers, rather than through distributors, without substantial disruption to our revenue.

Autodesk is committed to advancing a more sustainable, resilient, and [removed: equitable] [added: inclusive] world.

We take action as a business [removed: and] [added: to] support our employees, customers, and communities in our collective opportunity to design and make a better world for all.

These impact opportunity [removed: areas are derived from] [added: areas, informed by] the UN Sustainable Development Goals [removed: (“SDGs”) and] [added: (“SDGs”),] have been [removed: focused] [added: identified] through a multi-pronged process to align the top needs of our stakeholders, the [removed: important] issues [removed: of] [added: most important to] our business, and the areas we are best placed to accelerate positive impact at scale.

[removed: These opportunities manifest as] [added: We drive positive] outcomes [removed: through how our] [added: across these areas primarily by empowering] customers [added: to] leverage our technology to design and make net-zero carbon buildings, resilient infrastructure, more sustainable products, and [added: cultivate] a thriving workforce.

We [removed: realize these opportunities through powering] [added: continue to power] our business with 100% renewable energy, [removed: neutralizing] [added: neutralize] greenhouse gas emissions [added: associated with our operations,] and [removed: developing] [added: support] an inclusive [removed: culture.][added: culture at Autodesk.]

The purpose of the Foundation is twofold: to support employees to create a better world at work, at home, and in the community by matching employees’ volunteer time and donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive [removed: social and environmental] impact.

On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, [removed: social and environmental] entrepreneurs, and others who are developing design solutions that will transform industries and help shape a better world for all.

Our strategy depends upon many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, [removed: agents,] [added: 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.

[removed: On February 20, 2024, Autodesk] [added: In the first quarter of fiscal 2025, we] acquired Payapps Limited (“Payapps”), a leading cloud-based software platform for managing construction-related payments.

[added: | Operating leases | | | 295 | | | | | | 65 | | | | | | 108 | | | | | | 68 | | | | | | 54 | | | Operating lease obligations consist primarily of obligations for real estate, vehicles, and certain equipment.] See Part II, Item 8, Note [removed: 17, “Subsequent Events,”] [added: 9, “Leases,”] in the Notes to Consolidated Financial Statements for further discussion. [added: | | |]

We establish SSP for most of our products and services based on observable prices when sold separately in similar circumstances [added: or] to similar customers.

Examples of critical estimates used in valuing certain of the [added: acquired] intangible assets and in determining [removed: the assets’] [added: their] useful lives [removed: for the assets we have acquired or may acquire in the future] include but are not limited to:

*Income Taxes.* We account for income taxes [added: and the related accounts] under the [removed: asset and] liability [removed: approach.][added: method.]

[removed: differences] [added: Deferred tax liabilities and assets are determined based on the difference] between the financial statement and tax [removed: bases] [added: basis] of assets and [removed: liabilities] [added: liabilities,] using enacted [removed: tax] rates [added: expected to be] in effect [removed: for] [added: during] the year in which the [added: basis] differences [removed: are expected to] reverse.

As we continually strive to optimize our overall business model, tax planning strategies may become feasible [removed: and prudent] whereby management may [removed: determine] [added: determine, based on all available evidence, both positive and negative,] that it is more likely than not that the [added: deferred tax assets in] Portugal, New Zealand, California, Massachusetts, [removed: Michigan] [added: Michigan,] and [removed: Australia] [added: the assets relating to] capital [added: losses or assets that will convert into a capital] loss [added: upon reversal in Australia] and U.S. [removed: capital loss deferred tax assets] will be realized.

OVERVIEW OF FISCAL [removed: 2024][added: 2025]

- Total net revenue was [removed: $5.50] [added: $6.13] billion during fiscal [removed: 2024,] [added: 2025,] an increase of [removed: 10%] [added: 12%] compared to the prior fiscal year.

- Recurring revenue as a percentage of net revenue was [added: 97% and] 98% for [removed: both] fiscal years ending January 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]

- Net revenue retention rate (“NR3”) was within the range of 100% and 110%, on a constant currency basis, as of both January 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

- Deferred revenue was [removed: $4.26] [added: $4.13] billion, a decrease of [removed: 7%] [added: 3%] compared to the prior fiscal year.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was [removed: $6.11] [added: $6.94] billion, an increase of [removed: 9%] [added: 14%] compared to the fourth quarter in the prior fiscal year.

- Current remaining performance obligations were [removed: $3.98] [added: $4.46] billion, an increase of [removed: 13%] [added: 12%] compared to the prior fiscal year.

During fiscal [removed: 2024,] [added: 2025,] net revenue increased [removed: 10%,] [added: 12%,] as compared to the prior fiscal year, primarily due to a [removed: 10%] [added: 12%] increase in subscription revenue.

We rely significantly upon major distributors and resellers in both the United States and international regions, including TD Synnex Corporation and its global affiliates (collectively, “TD [removed: Synnex”) and Ingram Micro Inc. (“Ingram Micro”).][added: Synnex”).]

Total revenue from TD Synnex accounted for [added: 33%,] 39%, [removed: 37%,] and [removed: 36%] [added: 37%] of Autodesk’s total net revenue during fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Our customers through TD Synnex [removed: and Ingram Micro] are the resellers and end users who purchase our software subscriptions and services.

[removed: In connection with the transition agreements, we intend to increase] [added: We have increased] our selling efforts with [removed: value-added resellers and] Solution Providers in connection with our new transaction model.

Consequently, we believe our business is not substantially dependent on TD [removed: Synnex or Ingram Micro.][added: Synnex.]

In the third fiscal quarter of 2025, we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions.

Existing distribution agreements will continue in emerging markets.

Most of our subscription offerings transitioned to the new transaction model in Australia during fiscal 2024.

We expect the change in recognition of sales incentives to indirect channels from contra revenue to operating costs under the new transaction model to positively impact calculated revenue growth, while being broadly neutral to calculated operating profit and free cash flow dollars, and to result in a calculated negative impact to operating margin.

When products or services are not sold separately, we establish SSP based on other observable inputs.

During fiscal 2023, we entered into transition agreements with TD Synnex to provide transition distribution activities for a one-to-two-year period, with potential extensions.

In the third fiscal quarter of 2025, we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions.

Existing distribution agreements will continue in emerging markets.

Most of our subscription offerings transitioned to the new transaction model in Australia during fiscal 2024.

In fiscal 2025, we transitioned most of our indirect business to the new transaction model in our major markets.

In this new transaction model, Solution Providers provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.

| Subscription | | | $ | 5,717 | | | | | $ | 601 | | | | | 12 | | % | | | | $ | 5,116 | | | | | Increase due to growth in subscription renewal revenue. Also contributing to the growth was an increase in revenue from Cloud Service offerings. | | |

| Other | | | 373 | | | | | | 46 | | | | | | 14 | | % | | | | 327 | | | | | | | | |

| | | | $ | 6,131 | | | | | $ | 634 | | | | | 12 | | % | | | | $ | 5,497 | | | | | | | |

| MFG | | | 1,189 | | | | | | 126 | | | | | | 12 | | % | | | | 1,063 | | | | | | Increase due to growth in revenue from MFG Collections, EBA offerings, Inventor, and Fusion. | | |

| M&E | | | 315 | | | | | | 20 | | | | | | 7 | | % | | | | 295 | | | | | | Increase due to revenue from the PIX acquisition and EBA offerings. | | |

| | | | $ | 6,131 | | | | | $ | 634 | | | | | 12 | | % | | | | $ | 5,497 | | | | | | | |

| Indirect | | | $ | 3,568 | | | | | $ | 124 | | | | | 4 | | % | | | | $ | 3,444 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 2,563 | | | | | | 510 | | | | | | 25 | | % | | | | 2,053 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue | | | $ | 6,131 | | | | | $ | 634 | | | | | 12 | | % | | | | $ | 5,497 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For fiscal 2025 and 2024, approximately 42% and 37%, respectively, of our revenue was derived from direct sales to customers.

| Other | | | 373 | | | | | | 46 | | | | | | 14 | | % | | | | | | | | | | | | | | | | 327 | | | | | | | | |

| Total Net Revenue | | | $ | 6,131 | | | | | $ | 634 | | | | | 12 | | % | | | | | | | | | | | | | | | | $ | 5,497 | | | | | | | |

| | | | Fiscal Year Ended January 31, 2025 | | | | | | Change compared to prior fiscal year | | | | | | | | | | | | Fiscal Year Ended January 31, 2024 | | | | | | Management Comments | | |

| Other | | | 80 | | | | | | (2) | | | | | | (2) | | % | | | | 82 | | | | | | Decrease primarily due to decrease in professional fees and stock-based compensation expense. | | |

| Amortization of developed technologies | | | 85 | | | | | | 37 | | | | | | 77 | | % | | | | 48 | | | | | | Increase is primarily due to amortization of acquired developed technologies related to acquisitions in fiscal 2025. | | |

| Marketing and sales | | | $ | 2,000 | | | | | $ | 177 | | | | | 10 | | % | | | | $ | 1,823 | | | | | Increase primarily due to an increase in employee-related costs mostly related to headcount growth, merit increases and internal sales commissions, partially offset by a decrease in stock-based compensation expense. Also, due to an increase in sales commissions to Solution Providers due to the recognition of these costs in marketing and sales expense under the new transaction model, cloud hosting costs, and professional fees partially offset by an increase in capitalized software costs. | | |

| Amortization of purchased intangibles | | | 49 | | | | | | 7 | | | | | | 17 | | % | | | | 42 | | | | | | The increase is primarily due to amortization of acquired intangibles as a result of acquisitions in fiscal 2025 offset by previously acquired assets that continue to become fully amortized. | | |

| Restructuring, other exit costs, and facility reductions | | | 15 | | | | | | 15 | | | | | | NM | | | | | | — | | | | | | The increase is due to the restructuring plan the Company initiated during fiscal 2026. See Part II, Item 8, Note 17, “Subsequent Events” for more details. | | |

| Total operating expenses | | | $ | 4,199 | | | | | $ | 341 | | | | | 9 | | % | | | | $ | 3,858 | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Absolute dollar impact | | | Management Comments | | | | | | | | |

| Marketing and sales | | | Increase | | | We expect marketing and sales expenses to increase with the recognition of Solution Provider commissions under our new transaction model, partially offset by savings from the restructuring initiated in fiscal 2026. | | | | | | | | |

| Research and development | | | Increase | | | We expect our research and development expenses to increase as we continue our investments in cloud, platform, and artificial intelligence partially offset by savings from the restructuring initiated in fiscal 2026. | | | | | | | | |

| General and administrative | | | Flat | | | We expect general and administrative expenses to remain flat as we gain increased operational leverage. | | | | | | | | |

| | | | | | | | | | | | | | | |

| Amortization of purchased intangibles | | | Flat | | | We expect our amortization of purchased intangibles to remain unchanged. | | | | | | | | |

| | | | | | | | | | | | | | | |

The tax expense for fiscal 2025 consists primarily of the U.S. and foreign tax expense, including withholding tax on payments made to the United States or to Singapore from foreign sources, a partial audit settlement with the IRS, and related increase in reserves relating to research and development tax credits, offset by a decrease in tax expense relating to stock-based compensation and tax benefit from the Australia valuation allowance release.

In fiscal 2022, we acquired Storm UK Holdco Limited, the parent of Innovyze, Inc. (“Innovyze”), which provides water infrastructure software.

Combining Innovyze’s hydraulic modeling, simulation, asset performance management and operational analytics solutions with Autodesk’s design and analysis solutions (including Autodesk Civil 3D, Autodesk InfraWorks, and the Autodesk Construction Cloud) enables us to deliver end-to-end, cloud-based solutions for our water infrastructure customers that drive efficiency and sustainability.

Other acquisitions in fiscal 2022 include a cloud-based estimating solution that enables construction teams to create estimates, perform digital takeoffs, generate detailed reports and proposals and manage bid-day processes.

Additionally, in fiscal 2022, we launched Autodesk Tandem, a cloud-based digital twin technology platform that extends digital project delivery by providing owner/operators with an easy to use, accurate, digital as-built model of a newly built or renovated facility.

This accelerates operational readiness and extends the value of BIM downstream into the owner/operator segment.

In fiscal 2022, we acquired Upchain, an instant-on, cloud-based data management technology that allows product design and manufacturing customers to collaborate in the cloud across their value chains and bring products to market faster.

In connection with the transition agreements, Autodesk intends to increase its selling efforts with value-added resellers and Solution Providers.

We don’t believe in waiting for progress, we believe in making it.

*Recent Developments*

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

The acquisition will help foster broader collaboration and communication, as well as help drive greater efficiencies in the production process.

Judgment is required to determine the SSP for each distinct performance obligation.

We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that includes market conditions and other observable inputs.

We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer and circumstance.

In these instances, we use relevant information such as the product type or sales channel to determine the SSP.

*Strategic Investments.* Strategic investment debt and equity securities are valued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity.

The carrying value is adjusted for our strategic investment equity securities if there are observable price changes in a same or similar security from the same issuer or if there are identified events or changes in circumstances that may indicate impairment, as discussed below.

The determination of whether an orderly transaction is for a same or similar investment requires significant management judgment including the nature of rights and obligations of the investments, the extent to which differences in those rights and obligations would affect the fair values of those investments, and the impact of any differences based on the stage of operational development of the investee.

These assumptions are inherently subjective and involve significant management judgment.

Whenever possible, we use observable market data and rely on unobservable inputs only when observable market data is not available when determining fair value.

We assess our strategic investment debt and equity securities portfolio quarterly for impairment.

Strategic investment equity securities are assessed based on available information such as current cash positions, earnings and cash flow forecasts, recent operational performance, and any other readily available market data.

For any available-for-sale debt securities, if Autodesk does not intend to sell and it is not more likely than not that Autodesk will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, Autodesk will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors.

The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value.

Impairment will be assessed at the individual security level.

Credit-related impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to “Interest and

other expense, net” on the Company’s Consolidated Statements of Operations.

Any impairment that is not credit-related is recognized in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets.

For our quarterly impairment assessment of privately held debt and equity securities, the analysis encompasses an assessment of the severity and duration of the impairment and qualitative and quantitative analysis of other key factors including: the investee’s financial metrics, the investee’s products and technologies meeting or exceeding predefined milestones, market acceptance of the product or technology, other competitive products or technology in the market, general market conditions, management and governance structure of the investee, the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash.

- the acquired company's trade name and patents, as well as assumptions about the period of time the acquired trade name and patents will continue to be used in our product portfolio;

- expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed;

*Realizability of Intangible Assets.* We assess the realizability of our intangible assets, other than goodwill, quarterly, or sooner should events or changes in circumstances indicate the carrying values of such assets may not be recoverable.

We consider the following factors important in determining when to perform an impairment review: significant under-performance of a business or product line relative to budget, shifts in business strategies which affect the continued uses of the assets, significant negative industry or economic trends, and the results of past impairment reviews.

When such events or changes in circumstances occur, we assess recoverability of these assets.

We assess recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate.

If impairment indicators were present based on our undiscounted cash flow models, which include assumptions regarding projected cash flows, we would perform a discounted cash flow analysis to assess impairments on intangible assets.

The key assumptions that we use in our discounted cash flow model include the amount and timing of estimated future cash flows to be generated by the asset group over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows and the time value of money.

Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows.

We also make judgments about the remaining useful lives of acquired intangible assets and other intangible assets that have finite lives.

As of January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months.

Contracts were primarily denominated in Euros, British pounds, Japanese yen, Canadian dollars, [added: Singapore dollars,] Australian dollars, [added: Swiss francs,] Norwegian krone, [removed: Singapore dollars, Indian rupees,] and [removed: Swiss francs.][added: Swedish Krona.]

| | | | January 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | January 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Purchased | | | $ | [removed: 1,430] [added: 1,152] | | | | | $ | [removed: (5)] [added: (20)] | | | | | $ | [removed: 711] [added: 1,430] | | | | | $ | [removed: 13] [added: (5)] | |

| Sold | | | [removed: 1,789] [added: 1,894] | | | | | | [removed: 11] [added: 8] | | | | | | [removed: 1,755] [added: 1,789] | | | | | | [removed: (11)] [added: 11] | | |

| Purchased | | | [removed: 1,048] [added: 1,269] | | | | | | [removed: 8] [added: 24] | | | | | | [removed: 904] [added: 1,048] | | | | | | [removed: 5] [added: 8] | | |

| Sold | | | [removed: 1,118] [added: 1,349] | | | | | | [removed: (8)] [added: (5)] | | | | | | [removed: 974] [added: 1,118] | | | | | | [removed: (23)] [added: (8)] | | |

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2024,] [added: 2025,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would increase the fair value of our foreign currency contracts by [removed: $121] [added: $209] million and [removed: $149] [added: $121] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would decrease the fair value of our foreign currency contracts by [removed: $99] [added: $116] million and [removed: $191] [added: $99] million, respectively.

At January 31, [removed: 2024,] [added: 2025,] we had [removed: $1.71] [added: $1.32] billion of cash equivalents and marketable securities, including [removed: $354] [added: $287] million classified as short-term marketable securities and [removed: $234] [added: $267] million classified as long-term marketable securities.

Our architecture, engineering, [removed: and] construction [added: and operations] products improve the way building, infrastructure, and industrial projects are designed, built, and operated.

Our digital media and entertainment products provide tools for digital sculpting, modeling, animation, effects, rendering, and compositing for design visualization, visual effects, [added: 3D animation,] games production, and [removed: enables] [added: enable] connection of workflows and data from pre-production to post-production.

[removed: *Architecture, Engineering] [added: *•Architecture, Engineering,] and Construction [removed: (“AEC”)*][added: Collection*]

[removed: *•Architecture, Engineering &] [added: *Architecture, Engineering,] Construction [removed: Collection*][added: and Operations (“AECO”)*]

The AEC Collection, including AutoCAD, AutoCAD [removed: Civil3D,] [added: Civil 3D,] and Revit, aims to help our customers design, engineer, and construct higher quality, more predictable building and civil infrastructure projects, commonly used by [removed: AEC] [added: AECO] industry experts.

*•Flow Production [removed: Tracking (currently ShotGrid)*][added: Tracking*]

Flow Production Tracking is cloud-based [added: production management] software for [removed: review and production tracking in] the M&E industry.

Creative companies use the Flow Production Tracking platform to provide essential [removed: business tools for managers] [added: tool collaboration, review, scheduling] and [removed: visual collaboration tools for] [added: tracking to producers, production managers,] artists and supervisors, who often work globally with distributed teams.

To keep pace with these changes, we maintain a vigorous program of new product development to address demands in the marketplace for our products, such as enabling [added: convergence,] more flexibility and sustainable outcomes.

With the new transaction model, we are approaching the final phase of modernizing our go-to-market motion, which includes building more durable and direct relationships with our customers, updating our data infrastructure, and retiring old [added: information systems and business models.]

The majority of our research and product development is performed in the United States, Canada, [removed: China, India, Singapore,] and [removed: the United Kingdom.][added: India.]

We transact directly with our enterprise and named account customers, with customers through our online Autodesk branded store, and with certain customers through our new transaction model whereby [removed: channel partners] [added: Solution Providers] provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.

We introduced [removed: this] [added: the] new transaction model for our token-based Flex offering in [added: North America, and] certain countries [removed: globally, and for most of our subscription offerings] in [removed: Australia] [added: EMEA, and APAC] during fiscal [added: 2023 and] 2024.

The new transaction model [removed: is anticipated to help] [added: helps] customers with enhanced control and time savings through self-service, consistent pricing, and a more personalized buying experience.

Also, it [removed: will give partners] [added: gives Solution Providers] and Autodesk access to essential data to improve our offerings and the customers’ buying experience.

We have a network of approximately [removed: 1,450] [added: 1,260] resellers and distributors worldwide.

For fiscal [removed: 2024,] [added: 2025,] approximately [removed: 63%] [added: 58%] of our revenue was derived from indirect channel sales through distributors and resellers.

With the continued growth of our online Autodesk branded [removed: store, the transition to annual billings for multi-year contracts] [added: store] and [removed: the introduction of] our new transaction model, we [removed: will be decreasing our sales through value-added resellers and distributors and] [added: are] transacting directly with more end [removed: customers] [added: customers, rather than through distributors,] without substantial disruption to our revenue.

We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions and with [removed: federal] governments.

[added: Our ability to] effectively distribute our products depends in part upon the financial and business condition of our distributor, reseller and Solution Provider networks.

The transition to annual billings for multi-year contracts impacted the timing of our billings and cash collections in fiscal year [removed: 2024] [added: 2025] and we expect this impact to continue into fiscal year [removed: 2025.][added: 2026.]

Revenue through our largest distributor, TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”), accounted for [added: 33%,] 39%, [removed: 37%,] and [removed: 36%] [added: 37%] of our net revenue for the fiscal years ended January 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

During fiscal 2023, we entered into transition agreements with [removed: certain of our distributors, including] TD Synnex [removed: and Ingram Micro,] to provide transition distribution activities for a one-to-two-year [removed: period, with potential extensions.][added: period.]

[removed: In connection with the transition agreements, we intend to increase] [added: We have increased] our selling efforts with [removed: value-added resellers and] Solution Providers in connection with our new transaction model.

Consequently, we believe our business is not substantially dependent on TD [removed: Synnex or Ingram Micro.][added: Synnex.]

No other distributor, reseller, or direct customer accounted for 10% or more of our [removed: revenue.][added: revenue in fiscal 2025.]

Historically, we have had increased EBA [removed: sale] [added: sales] activity in our fourth fiscal quarter.

CUSTOMER AND [removed: RESELLER] [added: PARTNER] SUPPORT

[removed: Most] [added: Some] of our customers receive support and training from [removed: the] resellers and distributors from which they purchased subscriptions or licenses for our products or services, with Autodesk in turn providing second-tier support to the resellers and distributors.

[removed: ENVIRONMENTAL, SOCIAL,] [added: GOVERNANCE] AND [removed: GOVERNANCE] [added: IMPACT] PROGRAMS

Autodesk is committed to advancing a more sustainable, resilient, and [removed: equitable] [added: inclusive] world.

In fiscal year [removed: 2023,] [added: 2024,] we made progress on our science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 55%, by fiscal year 2031, compared to fiscal year 2020.

Additionally, in fiscal [removed: 2023,] [added: 2024,] we were responsible for [removed: 115,000] [added: 155,000] metric tons of carbon dioxide equivalent emissions across our market-based operational boundary.

This represents a [removed: 50%] [added: 32%] reduction compared to our fiscal year 2020 base line.

In addition, our residual [removed: 115,000] [added: 155,000] metric tons of CO2e emissions were neutralized through the procurement of high quality carbon offsets [removed: and removals.][added: credits.]

Our fiscal [removed: 2024] [added: 2025] Impact Report will be published in [removed: the second quarter of] fiscal [removed: 2025.][added: 2026.]

The purpose of the Foundation is twofold: to support employees to create a better world at work, at home, and in the community by matching employees’ volunteer time and donations to nonprofit organizations; and to support organizations using design and make solutions to drive positive [removed: social and environmental] impact.

On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, [removed: social and environmental] entrepreneurs, and others who are developing design solutions that will shape a more sustainable future.

[added: Competition is increasingly enhanced by consolidation of companies with complementary products] and technologies and the possibility that competitors in one vertical segment may enter other vertical segments that we serve.

As of January 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 14,100] [added: 15,300] people, an increase from approximately [removed: 13,700] [added: 14,100] employees as of the end of fiscal year [removed: 2023.][added: 2024.]

*•Tandem*

Tandem is a cloud-based platform that transforms the built asset lifecycle.

Tandem helps AECO firms harness BIM data throughout the project lifecycle to create and hand over a digital twin.

Tandem helps owners connect operational systems to the digital twin, turning fragmented data into business intelligence.

Most of our subscription offerings transitioned to the new transaction model in Australia during fiscal 2024.

In fiscal 2025, we transitioned most of our indirect business to the new transaction model in our major markets.

In the third fiscal quarter of 2025, we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions.

Existing distribution agreements will continue in emerging markets.

We connect with our audiences through scalable marketing strategies such as webinars, live and virtual events, personalized outreach, digital campaigns, sponsorships, and targeted advertising across industry publications, technology platforms, media outlets, and social networks.

We also foster global user networks and online communities, enabling customers to connect, collaborate, and share insights about our products, services, and solutions.

Some of our customers may also purchase support and training from Solution Providers.

These programs align with our operational priorities and long-term growth strategy.

We aim to maintain our commitments, fostering trust with stakeholders and enabling compliance with global regulations.

We regularly assess risks and opportunities in this area and respond accordingly.

Autodesk views our culture, diversity, and belonging efforts as directly linked to high performance and unlocking human ingenuity.

Our commitment to maintaining a global workforce is grounded in our values and how we work, being inclusive, respectful, and collaborative.

Our culture seeks to enable Autodesk employees to do their best work, innovate, contribute to the success of our company, and prosper.

We believe there are markets for talent that remain untapped or underutilized, which drives our sourcing and networking efforts.

We do this by widening our talent pipelines to attract and retain the most capable, skilled, and top-tier professionals from all backgrounds.

This strategy strengthens our ability to meet and speak to an ever-expanding and diverse customer base, fueling our competitive edge, increasing customer trust, and driving sustainable growth and success in a dynamic global marketplace.

We consistently expand our networks and investments in targeted partnerships-both professional and academic- including: Hispanic-serving educational institutions, Historically Black Colleges and Universities and professional organizations around the globe that provide greater access to pools of under recognized talent in key sectors like technology.

By leveraging our extensive portfolio of programs—scholarships, internships, sponsorship agreements, mentorship, and development—we demonstrate our capability to nurture and retain top-tier talent.

We offer continuous development opportunities to all employees that facilitate mentorship relationships, as well as focused sponsorship and leadership development programs in partnership with our Employee Resource Groups (ERGs).

We proudly support nine ERGs, which are open to all employees and play a pivotal role in scaling a sense of belonging across the company.

These groups are formed based on various factors, including shared interests, backgrounds, unique identities, and professional experiences.

Our culture promotes choice, allowing employees to engage and participate in ways that resonate with them—whether as allies or direct members of one or more groups.

ERGs are one of the ways we retain and engage our talent community of Autodesk employees, while also creating a work environment that learns from and leverages diverse perspectives and experiences that enrich how we all work together as one Autodesk.

Finally, we are an equal opportunity employer that does not discriminate in recruiting, hiring, training, or promoting on any basis protected by law.

| May 2024 | | | | | | Aether Media, Inc. (“Aether”) | | | | | | With the acquisition, Autodesk expects to enhance artificial intelligence capabilities for Autodesk’s visual effects (“VFX”) creation tools and democratize high end VFX work on Autodesk’s Flow platform. | | |

| March 2024 | | | | | | PIX business of X2X, LLC ("PIX") | | | | | | The acquisition will help foster broader collaboration and communication, as well as help drive greater efficiencies in the production process. | | |

| February 2024 | | | | | | Payapps Limited ("Payapps") | | | | | | This acquisition will deepen Autodesk Construction Cloud’s footprint and provide a robust payment management offering to serve the needs of general contractors and trade contractors. Through automating the application of the payment process, Payapps’ solution provides greater transparency, reduces risk and helps accelerate time-to-payment. | | |

information systems and business models.

Dependent upon successful implementation in Australia, we intend to transition our indirect business to the new transaction model more broadly for most of our subscription offerings in North America and certain countries in Europe, Middle East, and Africa (“EMEA”) and Asia Pacific (“APAC”) during fiscal 2025 and fiscal 2026.

Our ability to

Ingram Micro Inc. (“Ingram Micro”), our second-largest distributor, accounted for 7%, 9%, and 9% of Autodesk's total net revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively.

We employ mass-marketing techniques such as webcasts, seminars, telemarketing, direct mailings, sponsorships, advertising in business and trade journals, and social media.

We have a worldwide user group organization and we have created online user communities dedicated to the exchange of information related to the use of our products and services.

We don’t believe in waiting for progress, we believe in making it.

We regularly assess the evolving issues around climate and inequality and respond accordingly.

In fiscal year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in these areas, including issuing a $1 billion sustainability bond to support eligible projects and initiatives.

Competition is increasingly enhanced by consolidation of companies with complementary products

Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging where all employees have equitable opportunities to succeed and contribute.

We have developed and embedded a holistic global Diversity and Belonging (“D&B”) strategy into all that we do.

Our D&B strategy includes a variety of activities, such as inclusive leadership training for all people managers and senior employees, and hiring manager and interview classes that include training on mitigating bias and inclusive practices.

To help us build a more diverse workforce, we have continued to invest in our diversity partnerships.

We partner with educational institutions such as Hispanic-Serving Institutions and Historically Black Colleges and Universities, and professional organizations around the globe supporting underrepresented groups in technology.

We provide a variety of scholarships, internship programs, sponsorship agreements, mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups.

We provide ongoing development opportunities, such as the Autodesk Mentorship Program, which provides one-on-one mentorship relationships.

Autodesk has nine employee resource groups (“ERGs”), which are volunteer-led groups that bring employees together based on common interests, backgrounds or diversity characteristics, to foster a sense of belonging and connection.

In addition to competitive base pay

| May 2021 | | | | | | Upchain Inc. (“Upchain”) | | | | | | Autodesk integrated Upchain’s unified cloud platform in Autodesk solutions to centralize data management and process management. | | |

| March 2021 | | | | | | Storm UK Holdco Limited, the parent of Innovyze, Inc. (“Innovyze”) | | | | | | Innovyze provided comprehensive water modeling solutions that augment Autodesk’s BIM offerings in civil engineering, and extended Autodesk’s presence into operations and maintenance of water infrastructure assets. | | |

The Company voluntarily provided the SEC and USAO with certain documents relating to the Internal Investigation and will continue to [added: cooperate with the SEC and USAO.]

On April 24, 2024, [removed: plaintiff] Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against [removed: the Company,] [added: Autodesk,] our Chief Executive [removed: Officer] [added: Officer,] Andrew Anagnost, and our former Chief Financial Officer, Deborah L.

The complaint, which was filed shortly after [removed: the Company’s] [added: Autodesk’s] announcement of the [removed: Audit Committee of the Board of Directors’ internal investigation regarding the Company’s free cash flow and non-GAAP operating margin practices,] [added: Internal Investigation,] generally alleges that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of [removed: 1934,] [added: 1934 (the “Exchange Act”),] and Rule 10b-5 promulgated thereunder.

The action purports to be brought on behalf of those who purchased or otherwise acquired the Company’s [removed: publicly traded] securities between [removed: June 1,] [added: February 23,] 2023 and April 16, 2024, and seeks unspecified damages and other relief.

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 [removed: current] directors [added: at the time of the complaint] and our Chief Strategy Officer as defendants and our company as a nominal defendant.

On July 10, 2024, the Court appointed a lead plaintiff in the action, and an amended complaint was filed on September 16, 2024.

On November 25, 2024, defendants filed a motion to dismiss the complaint.

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.

This complaint generally alleges contribution under 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 for insider

selling and 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.

cooperate with the SEC and USAO.

The action is captioned Michael Barkasi v.

Autodesk, Inc. et al., 3:24-cv-02431.

The case is in its early stages and a lead plaintiff has yet to be appointed.

For the fiscal year ended January 31, [removed: 2024][added: 2025]

As of July 31, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 213.5] [added: 215] million shares of the registrant’s common stock outstanding that were held by non-affiliates, and the aggregate market value of such shares held by non-affiliates of the registrant [removed: (based on the closing sale price of such shares on the Nasdaq Global Select Market on July 31, 2023) was approximately $45.3 billion.]

[added: Shares of the registrant’s] common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.

As of [removed: March 31, 2024,] [added: February 28, 2025,] the registrant had outstanding [removed: 215,446,979] [added: 213 million] shares of common stock.

| Item 1. | | | [removed: [Business](#i2ee5749ae14144388ce5d5acf3dd9401_16)] [added: [Business](#i269c019f9c744bb896c06eb284701691_16)] | | | [removed: [5](#i2ee5749ae14144388ce5d5acf3dd9401_16)] [added: [5](#i269c019f9c744bb896c06eb284701691_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2ee5749ae14144388ce5d5acf3dd9401_19)] [added: Factors](#i269c019f9c744bb896c06eb284701691_19)] | | | [removed: [16](#i2ee5749ae14144388ce5d5acf3dd9401_19)] [added: [16](#i269c019f9c744bb896c06eb284701691_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2ee5749ae14144388ce5d5acf3dd9401_22)] [added: Comments](#i269c019f9c744bb896c06eb284701691_22)] | | | [removed: [35](#i2ee5749ae14144388ce5d5acf3dd9401_22)] [added: [35](#i269c019f9c744bb896c06eb284701691_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2ee5749ae14144388ce5d5acf3dd9401_2290)] [added: [Cybersecurity](#i269c019f9c744bb896c06eb284701691_25)] | | | [removed: [34](#i2ee5749ae14144388ce5d5acf3dd9401_2290)] [added: [35](#i269c019f9c744bb896c06eb284701691_25)] | | |

| Item 2. | | | [removed: [Properties](#i2ee5749ae14144388ce5d5acf3dd9401_25)] [added: [Properties](#i269c019f9c744bb896c06eb284701691_28)] | | | [removed: [36](#i2ee5749ae14144388ce5d5acf3dd9401_25)] [added: [37](#i269c019f9c744bb896c06eb284701691_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2ee5749ae14144388ce5d5acf3dd9401_28)] [added: Proceedings](#i269c019f9c744bb896c06eb284701691_31)] | | | [removed: [36](#i2ee5749ae14144388ce5d5acf3dd9401_28)] [added: [37](#i269c019f9c744bb896c06eb284701691_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2ee5749ae14144388ce5d5acf3dd9401_31)] [added: Disclosures](#i269c019f9c744bb896c06eb284701691_34)] | | | [removed: [37](#i2ee5749ae14144388ce5d5acf3dd9401_31)] [added: [38](#i269c019f9c744bb896c06eb284701691_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2ee5749ae14144388ce5d5acf3dd9401_37)] [added: Securities](#i269c019f9c744bb896c06eb284701691_40)] | | | [removed: [38](#i2ee5749ae14144388ce5d5acf3dd9401_37)] [added: [39](#i269c019f9c744bb896c06eb284701691_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i2ee5749ae14144388ce5d5acf3dd9401_40)] [added: [\[Reserved\]](#i269c019f9c744bb896c06eb284701691_43)] | | | [removed: [40](#i2ee5749ae14144388ce5d5acf3dd9401_40)] [added: [41](#i269c019f9c744bb896c06eb284701691_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2ee5749ae14144388ce5d5acf3dd9401_43)] [added: Operations](#i269c019f9c744bb896c06eb284701691_46)] | | | [removed: [41](#i2ee5749ae14144388ce5d5acf3dd9401_43)] [added: [42](#i269c019f9c744bb896c06eb284701691_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2ee5749ae14144388ce5d5acf3dd9401_91)] [added: Risk](#i269c019f9c744bb896c06eb284701691_94)] | | | [removed: [67](#i2ee5749ae14144388ce5d5acf3dd9401_91)] [added: [66](#i269c019f9c744bb896c06eb284701691_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2ee5749ae14144388ce5d5acf3dd9401_94)] [added: Data](#i269c019f9c744bb896c06eb284701691_97)] | | | [removed: [68](#i2ee5749ae14144388ce5d5acf3dd9401_94)] [added: [67](#i269c019f9c744bb896c06eb284701691_97)] | | |

| Item 9. | | | [Changes in and [removed: Disagreements With] [added: Disagreements](#i269c019f9c744bb896c06eb284701691_238) [w](#i269c019f9c744bb896c06eb284701691_238)[ith] Accountants on Accounting and Financial [removed: Disclosure](#i2ee5749ae14144388ce5d5acf3dd9401_238)] [added: Disclosure](#i269c019f9c744bb896c06eb284701691_238)] | | | [removed: [114](#i2ee5749ae14144388ce5d5acf3dd9401_238)] [added: [112](#i269c019f9c744bb896c06eb284701691_238)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2ee5749ae14144388ce5d5acf3dd9401_241)] [added: Procedures](#i269c019f9c744bb896c06eb284701691_241)] | | | [removed: [114](#i2ee5749ae14144388ce5d5acf3dd9401_241)] [added: [112](#i269c019f9c744bb896c06eb284701691_241)] | | |

| Item 9B. | | | [Other [removed: Information](#i2ee5749ae14144388ce5d5acf3dd9401_244)] [added: Information](#i269c019f9c744bb896c06eb284701691_244)] | | | [removed: [114](#i2ee5749ae14144388ce5d5acf3dd9401_244)] [added: [112](#i269c019f9c744bb896c06eb284701691_244)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i2ee5749ae14144388ce5d5acf3dd9401_247)] [added: Inspections.](#i269c019f9c744bb896c06eb284701691_250)] | | | [removed: [115](#i2ee5749ae14144388ce5d5acf3dd9401_247)] [added: [113](#i269c019f9c744bb896c06eb284701691_250)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2ee5749ae14144388ce5d5acf3dd9401_253)] [added: Governance](#i269c019f9c744bb896c06eb284701691_256)] | | | [removed: [116](#i2ee5749ae14144388ce5d5acf3dd9401_253)] [added: [114](#i269c019f9c744bb896c06eb284701691_256)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2ee5749ae14144388ce5d5acf3dd9401_256)] [added: Compensation](#i269c019f9c744bb896c06eb284701691_259)] | | | [removed: [125](#i2ee5749ae14144388ce5d5acf3dd9401_256)] [added: [115](#i269c019f9c744bb896c06eb284701691_259)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2ee5749ae14144388ce5d5acf3dd9401_259)] [added: Matters](#i269c019f9c744bb896c06eb284701691_262)] | | | [removed: [156](#i2ee5749ae14144388ce5d5acf3dd9401_259)] [added: [115](#i269c019f9c744bb896c06eb284701691_262)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2ee5749ae14144388ce5d5acf3dd9401_262)] [added: Independence](#i269c019f9c744bb896c06eb284701691_265)] | | | [removed: [157](#i2ee5749ae14144388ce5d5acf3dd9401_262)] [added: [115](#i269c019f9c744bb896c06eb284701691_265)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i2ee5749ae14144388ce5d5acf3dd9401_265)] [added: Services](#i269c019f9c744bb896c06eb284701691_268)] | | | [removed: [158](#i2ee5749ae14144388ce5d5acf3dd9401_265)] [added: [115](#i269c019f9c744bb896c06eb284701691_268)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2ee5749ae14144388ce5d5acf3dd9401_271)] [added: Schedules](#i269c019f9c744bb896c06eb284701691_274)] | | | [removed: [160](#i2ee5749ae14144388ce5d5acf3dd9401_271)] [added: [116](#i269c019f9c744bb896c06eb284701691_274)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2ee5749ae14144388ce5d5acf3dd9401_277)] [added: Summary](#i269c019f9c744bb896c06eb284701691_280)] | | | [removed: [160](#i2ee5749ae14144388ce5d5acf3dd9401_277)] [added: [116](#i269c019f9c744bb896c06eb284701691_280)] | | |

Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies; [added: the implementation of new transaction models;] future financial results (by product type and geography), operational and key metrics and subscriptions; the effects of global economic and political conditions, including the impact of economic volatility and geopolitical activities in certain countries such as the Russian invasion of Ukraine; the impact of past and planned acquisitions and investment activities; expected market trends and market opportunities; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new businesses and sales initiatives; [added: the impact of restructuring activities;] cybersecurity and privacy issues or incidents; the effect of competition; the [removed: effect of unemployment; the] availability of credit; the effects of revenue recognition; the effects of newly recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs and expenditures; the effects of fluctuations in exchange rates and our hedging activities on our financial results; the effect of laws and regulations that we are subject to; the timing and amount of purchases under our stock repurchase plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results.

(based on the closing sale price of such shares on the Nasdaq Global Select Market on July 31, 2024) was approximately $53.2 billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference in Part III of this Form 10-K to the extent stated herein.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, 2025

| [PART I](#i269c019f9c744bb896c06eb284701691_13) | | | | | | | | |

| [PART II](#i269c019f9c744bb896c06eb284701691_37) | | | | | | | | |

| [PART III](#i269c019f9c744bb896c06eb284701691_253) | | | | | | | | |

| [PART IV](#i269c019f9c744bb896c06eb284701691_271) | | | | | | | | |

| | | | [Signatures](#i269c019f9c744bb896c06eb284701691_286) | | | [119](#i269c019f9c744bb896c06eb284701691_286) | | |

Shares of the registrant’s

EXPLANATORY NOTE

As previously announced on April 1, 2024, the Audit Committee of the Board of Directors (the “Committee”), assisted by outside counsel and advisors, initiated an internal investigation regarding the Company’s free cash flow and non-GAAP operating margin practices (the “Investigation”).

The Committee has completed its planned procedures with respect to the Investigation.

The Company’s management has determined that there will be no restatement or adjustment of any audited or unaudited, filed or previously announced, GAAP or non-GAAP financial statements, or any change to the information in the Company’s earnings release on February 29, 2024 or the Company’s previously issued guidance.

The relevant time period for the Investigation was fiscal years 2022, 2023, and 2024.

A summary of the principal findings of the Committee are set forth below:

- The Company has historically relied on multiyear contracts with its enterprise and product subscription customers, billed upfront, to help meet its free cash flow targets.

During the relevant period, the Company engaged in programs designed to incentivize customers to accept multiyear upfront billing, renew early, and/or pay before the end of the fiscal year.

- The Company has disclosed its practice of incentivizing customers to adopt multiyear upfront billing arrangements.

It has also acknowledged that discounted multiyear upfront contracts reduce revenue and lower billings in out years.

Though prior to fiscal year 2024, the Company did not quantify free cash flow attributable to multiyear upfront billings, it has noted the contribution of upfront collections to fluctuations in the Company’s quarterly reported long-term deferred revenue.

- During fiscal year 2022, the Company announced that it had begun to shift enterprise customers to contracts billed annually, and that it had assumed fiscal 2023 enterprise contracts would be billed annually.

The Company subsequently determined, however, to pursue multiyear upfront contracts with enterprise customers to help meet its fiscal year 2023 free cash flow goal.

Upfront billings of enterprise customers in fiscal year 2023 substantially exceeded historical levels, helping the Company to meet its lowered annual free cash flow target.

- In addition, during the relevant period, certain decisions regarding discretionary spending, collections, and accounts payable were informed by their anticipated effects on the Company’s external free cash flow and/or non-GAAP operating margin targets.

The resulting actions generally served to reduce reported free cash flow and/or lower reported margin in the current period.

Though free cash flow was one factor in the Company’s executive compensation program, these decisions were not calculated to influence compensation outcomes.

The Committee proposed certain remedial measures including: reviewing certain processes around financial communications and disclosures; assessing certain Company organizational functions and responsibilities; and adopting and enhancing policies, processes, and controls related to the matters investigated.

The Company separately notes that multiyear upfront billings of enterprise customers in fiscal year 2024 was substantially lower than fiscal years 2022 and 2023.

Elizabeth (Betsy) Rafael has been appointed by the Board as Interim Chief Financial Officer (Principal Financial Officer), effective May 31, 2024.

As Interim Chief Financial Officer, she is not currently an “independent director” for purposes of the Nasdaq Stock Market and has stepped down from the Committee.

She remains a director of the Company.

Deborah L.

Clifford has been appointed as the Company’s Chief Strategy Officer, reporting to the Chief Executive Officer, effective May 31, 2024.

Her responsibilities will include, among other things, corporate development, new vertical businesses that are outside our existing product groups, and the company’s Social Impact and Sustainability efforts.

| [PART I](#i2ee5749ae14144388ce5d5acf3dd9401_13) | | | | | | | | |

| [PART II](#i2ee5749ae14144388ce5d5acf3dd9401_34) | | | | | | | | |

| [PART III](#i2ee5749ae14144388ce5d5acf3dd9401_250) | | | | | | | | |

| [PART IV](#i2ee5749ae14144388ce5d5acf3dd9401_268) | | | | | | | | |

| | | | [Signatures](#i2ee5749ae14144388ce5d5acf3dd9401_283) | | | [163](#i2ee5749ae14144388ce5d5acf3dd9401_283) | | |

[removed: We have] integrated these processes into our overall risk management systems and processes.

For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors [removed: entitled] [added: under the heading] “Risks Relating to Our Operations”.

Our Chief Trust Officer provides quarterly briefings to the Audit Committee regarding our cybersecurity risks and state of our Trust program, including recent cybersecurity incidents and related responses, cybersecurity systems testing, and data [removed: protection initiatives and metrics.]

We have

protection initiatives and metrics.

We lease approximately [removed: 1,400,000] [added: 1,300,000] square feet of office space in [removed: 88] [added: 87] locations in the United States and internationally through our foreign subsidiaries.

As of January 31, [removed: 2024,] [added: 2025,] the number of common stockholders of record was [removed: 286.][added: 262.]

[removed: Autodesk’s] [added: Our] stock repurchase [removed: program provides Autodesk] [added: programs provide us] with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time, and [removed: has] [added: have] the effect of returning excess cash generated from our business to stockholders.

Under the share repurchase [removed: program, Autodesk] [added: programs, we] 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 [removed: program does] [added: programs do] not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares available in the authorized pool, cash requirements for acquisitions, 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 quarter ended January 31, [removed: 2024:][added: 2025:]

| *(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) | | | | | | [removed: | | | | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans [removed: of Program] [added: or Programs] (in millions) (2) | | |

(1)Represents shares purchased in open-market transactions under the stock repurchase [removed: program] [added: programs] approved by the Board of [removed: Directors in November 2022.][added: Directors.]

(2)These amounts correspond to the [removed: plan] [added: plans] publicly announced and approved by the Board of Directors in November 2022 [added: and November 2024] that authorized the repurchase of $5 [removed: billion.][added: billion and $5 billion, respectively.]

At January 31, [removed: 2024, $4.74] [added: 2025, $3.88] billion [added: and $5 billion] remained available for repurchase under the November 2022 [added: and November 2024] repurchase [removed: program.][added: programs, respectively.]

The [removed: plan does] [added: plans do] not have a fixed expiration date.

There were no sales of unregistered securities during the three months ended January 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

(1)Assumes $100 invested on January 31, [removed: 2019,] [added: 2020,] in Autodesk’s stock, the Standard & Poor’s 500 Stock Index, Standard & Poor’s North American Technology Software Index, and the Dow Jones U.S. Software Index with reinvestment of all dividends.

In November 2024, our Board of Directors authorized the repurchase of $5 billion of our common stock, in addition to the $3.88 billion remaining under previously announced share repurchase programs.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| November 1 - November 30 | | | 339 | | | | | | $ | 301.30 | | | | | 339 | | | | | | $9,193 | | |

| December 1 - December 31 | | | 527 | | | | | | 300.98 | | | | | | 527 | | | | | | 9,034 | | |

| January 1 - January 31 | | | 518 | | | | | | 296.29 | | | | | | 518 | | | | | | 8,881 | | |

| Total | | | 1,384 | | | | | | $ | 299.30 | | | | | 1,384 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| November 1 - November 30 | | | 156 | | | | | | $ | 205.50 | | | | | 156 | | | | | | | | | | | | $4,769 | | |

| December 1 - December 31 | | | 49 | | | | | | 224.39 | | | | | | 49 | | | | | | | | | | | | 4,758 | | |

| January 1 - January 31 | | | 84 | | | | | | 232.59 | | | | | | 84 | | | | | | | | | | | | 4,739 | | |

| Total | | | 289 | | | | | | $ | 216.55 | | | | | 289 | | | | | | | | | | | | | | |

| [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Subscription | | | $ | [removed: 5,116] [added: 5,717] | | | | | $ | [removed: 4,651] [added: 5,116] | | | | | $ | [removed: 4,060] [added: 4,651] | |

| Maintenance | | | [removed: 54] [added: 41] | | | | | | [removed: 65] [added: 54] | | | | | | [removed: 76] [added: 65] | | |

| Total subscription and maintenance revenue | | | [removed: 5,170] [added: 5,758] | | | | | | [removed: 4,716] [added: 5,170] | | | | | | [removed: 4,136] [added: 4,716] | | |

| Other | | | [removed: 327] [added: 373] | | | | | | [removed: 289] [added: 327] | | | | | | [removed: 250] [added: 289] | | |

| Total net revenue | | | [removed: 5,497] [added: 6,131] | | | | | | [removed: 5,005] [added: 5,497] | | | | | | [removed: 4,386] [added: 5,005] | | |

| Cost of subscription and maintenance revenue | | | [removed: 381] [added: 413] | | | | | | [removed: 343] [added: 381] | | | | | | [removed: 299] [added: 343] | | |

| Cost of other revenue | | | [removed: 82] [added: 80] | | | | | | [removed: 79] [added: 82] | | | | | | [removed: 67] [added: 79] | | |

| Amortization of developed technologies | | | [removed: 48] [added: 85] | | | | | | [removed: 58] [added: 48] | | | | | | [removed: 52] [added: 58] | | |

| Total cost of revenue | | | [removed: 511] [added: 578] | | | | | | [removed: 480] [added: 511] | | | | | | [removed: 418] [added: 480] | | |

| Gross profit | | | [removed: 4,986] [added: 5,553] | | | | | | [removed: 4,525] [added: 4,986] | | | | | | [removed: 3,968] [added: 4,525] | | |

| Marketing and sales | | | [removed: 1,823] [added: 2,000] | | | | | | [removed: 1,745] [added: 1,823] | | | | | | [removed: 1,623] [added: 1,745] | | |

| Research and development | | | [removed: 1,373] [added: 1,485] | | | | | | [removed: 1,219] [added: 1,373] | | | | | | [removed: 1,115] [added: 1,219] | | |

| General and administrative | | | [removed: 620] [added: 650] | | | | | | [removed: 532] [added: 620] | | | | | | [removed: 572] [added: 532] | | |

| Amortization of purchased intangibles | | | [removed: 42] [added: 49] | | | | | | [removed: 40] [added: 42] | | | | | | 40 | | |

| Total operating expenses | | | [removed: 3,858] [added: 4,199] | | | | | | [removed: 3,536] [added: 3,858] | | | | | | [removed: 3,350] [added: 3,536] | | |

| Income from operations | | | [removed: 1,128] [added: 1,354] | | | | | | [removed: 989] [added: 1,128] | | | | | | [removed: 618] [added: 989] | | |

| Interest and other income (expense), net | | | [removed: 8] [added: 30] | | | | | | [removed: (43)] [added: 8] | | | | | | [removed: (53)] [added: (43)] | | |

| Income before income taxes | | | [removed: 1,136] [added: 1,384] | | | | | | [removed: 946] [added: 1,136] | | | | | | [removed: 565] [added: 946] | | |

| Provision for income taxes | | | [removed: (230)] [added: (272)] | | | | | | [removed: (123)] [added: (230)] | | | | | | [removed: (68)] [added: (123)] | | |

| Net income | | | $ | [removed: 906] [added: 1,112] | | | | | $ | [removed: 823] [added: 906] | | | | | $ | [removed: 497] [added: 823] | |

| Basic net income per share | | | $ | [removed: 4.23] [added: 5.17] | | | | | $ | [removed: 3.81] [added: 4.23] | | | | | $ | [removed: 2.26] [added: 3.81] | |

| Diluted net income per share | | | $ | [removed: 4.19] [added: 5.12] | | | | | $ | [removed: 3.78] [added: 4.19] | | | | | $ | [removed: 2.24] [added: 3.78] | |

| Weighted average shares used in computing basic net income per share | | | [removed: 214] [added: 215] | | | | | | [removed: 216] [added: 214] | | | | | | [removed: 220] [added: 216] | | |

| Weighted average shares used in computing diluted net income per share | | | [removed: 216] [added: 217] | | | | | | [removed: 218] [added: 216] | | | | | | [removed: 222] [added: 218] | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net [removed: (loss)] gain [added: (loss)] on derivative instruments (net of tax effect of [added: $2,] $6, [removed: $(7),] and [removed: $(8))] [added: $(7))] | | | [removed: (41)] [added: 1] | | | | | | [removed: 40] [added: (41)] | | | | | | [removed: 48] [added: 40] | | |

| Change in net unrealized gain on available-for-sale securities (net of tax effect of zero for all periods presented) | | | [removed: 2] [added: —] | | | | | | [removed: —] [added: 2] | | | | | | [removed: 12] [added: —] | | |

| Change in defined benefit pension items (net of tax effect of [removed: $1,] [added: zero,] $1, and [removed: $(1))] [added: $1)] | | | [removed: (5)] [added: (1)] | | | | | | [removed: (3)] [added: (5)] | | | | | | [removed: 5] [added: (3)] | | |

| Net change in cumulative foreign currency translation loss (net of tax effect of [added: $(1),] $4, [removed: zero,] and zero) | | | [removed: (5)] [added: (51)] | | | | | | [removed: (98)] [added: (5)] | | | | | | [removed: (63)] [added: (98)] | | |

| Total other comprehensive [removed: (loss) income] [added: loss] | | | [removed: (49)] [added: (51)] | | | | | | [removed: (61)] [added: (49)] | | | | | | [removed: 2] [added: (61)] | | |

| Total comprehensive income | | | $ | [removed: 857] [added: 1,061] | | | | | $ | [removed: 762] [added: 857] | | | | | $ | [removed: 499] [added: 762] | |

| | | | [added: | | |] January 31, [added: 2025 | | | | | | | | | | | | | | | | | | January 31,] 2024 | | | | | | [added: | | | | | | | | | | | |] January 31, 2023 | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 1,892] [added: 1,599] | | | | | $ | [removed: 1,947] [added: 1,892] | |

| Marketable securities | | | [removed: 354] [added: 287] | | | | | | [removed: 125] [added: 354] | | |

| Accounts receivable, net | | | [removed: 876] [added: 1,008] | | | | | | [removed: 961] [added: 876] | | |

| Prepaid expenses and other current assets | | | [removed: 457] [added: 588] | | | | | | [removed: 308] [added: 457] | | |

| Total current assets | | | [removed: 3,579] [added: 3,482] | | | | | | [removed: 3,341] [added: 3,579] | | |

| Long-term marketable securities | | | [removed: 234] [added: 267] | | | | | | [removed: 102] [added: 234] | | |

| Computer equipment, software, furniture, and leasehold improvements, net | | | [removed: 121] [added: 117] | | | | | | [removed: 144] [added: 121] | | |

| Restructuring, other exit costs, and facility reductions | | | 15 | | | | | | — | | | | | | — | | |

| Net income | | | $ | 1,112 | | | | | $ | 906 | | | | | $ | 823 | |

| Current portion of long-term notes payable, net | | | 300 | | | | | | — | | |

| Net income | | | $ | 1,112 | | | | | $ | 906 | | | | | $ | 823 | |

| Amortization of costs to obtain a contract with a customer | | | 212 | | | | | | 140 | | | | | | 138 | | |

| Restructuring, other exit costs, and facility reductions | | | 15 | | | | | | — | | | | | | — | | |

| Balances, January 31, 2025 | | | 214 | | | | | | $ | 4,239 | | | | | $ | (285) | | | | | $ | (1,333) | | | | | $ | 2,621 | |

*Change in presentation*

During the fiscal year ended January 31, 2025, the Company changed its presentation of the amortization of costs capitalized to obtain a contract with a customer in our Consolidated Statements of Cash Flows.

Amortization of costs capitalized to obtain a contract with a customer were previously presented in “Changes in operating assets and liabilities, net of business combinations” and are now presented in “Adjustments to reconcile net income to net cash provided by operating activities.” Accordingly, prior period amounts have been reclassified to conform to the current period presentation.

The effect of the change on the Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2024 and January 31, 2023 was $140 million and $138 million, respectively.

These reclassifications did not impact total net cash provided by operating activities.

Autodesk operates in one operating and reportable segment, the Company as a whole.

Autodesk is a global leader in 3D design, engineering and entertainment technology solutions, spanning architecture, engineering, construction, product design, manufacturing, media, and entertainment.

Autodesk’s software products are offered through a hybrid of desktop and cloud functionality.

The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on consolidated net income as reported on the Consolidated Statements of Operations.

The description of Autodesk’s products and offerings and accounting policies are described in Note 1, “Business and Summary of Significant Accounting Policies”.

The measure of Autodesk’s segment assets is reported on the Consolidated Balance Sheets as total assets.

Autodesk determined that the Company’s Chief Executive Officer, serves as the CODM.

The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources, evaluating financial performance, and making operating decisions of Autodesk.

Consolidated net income is indicative of financial performance and is monitored by the CODM.

The CODM considers budget to actual comparisons of total net revenue and consolidated net income on a regular basis when assessing the operating results and making resource decisions to improve profitability.

The CODM also uses the budget to actual comparisons of total net revenue and consolidated net income to make decisions aligned with Autodesk’s strategic initiatives and go-to market strategies and capital allocation priorities.

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

| Less (1): | | | | | | | | | | | | | | | | | |

| Cost of subscription and maintenance revenue (2) | | | 376 | | | | | | 344 | | | | | | 309 | | |

| Marketing and sales (2) | | | 1,670 | | | | | | 1,548 | | | | | | 1,477 | | |

| Research and development (2) | | | 1,181 | | | | | | 1,065 | | | | | | 953 | | |

| General and administrative (2) | | | 541 | | | | | | 524 | | | | | | 443 | | |

| Amortization of purchased intangibles | | | 49 | | | | | | 42 | | | | | | 40 | | |

| Restructuring, other exit costs, and facility reductions | | | 15 | | | | | | — | | | | | | — | | |

| New transaction model (3) | | | 107 | | | | | | 27 | | | | | | 9 | | |

| Stock-based compensation | | | 686 | | | | | | 703 | | | | | | 660 | | |

| Provision for income taxes | | | 272 | | | | | | 230 | | | | | | 123 | | |

| Consolidated net income | | | $ | 1,112 | | | | | $ | 906 | | | | | $ | 823 | |

(1)Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)The amounts of new transaction model and stock-based compensation are excluded from this line and presented separately within this table.

(3)New transaction model costs include sales incentives to solution providers, transaction fees, and internal operating costs.

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

| Interest income | | | $ | 85 | | | | | $ | 91 | | | | | $ | 21 | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| Proceeds from debt, net of discount | | | — | | | | | | — | | | | | | 997 | | |

| Other financing activities | | | — | | | | | | — | | | | | | (7) | | |

| Balances, January 31, 2021 | | | 220 | | | | | | $ | 2,579 | | | | | $ | (126) | | | | | $ | (1,488) | | | | | $ | 965 | |

| Shares issued related to business combination | | | — | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 10 | | |

Autodesk operates in one operating segment, and accordingly all required financial segment information is included in the consolidated financial statements.

The Company's CODM allocates resources and assesses the operating performance of the Company as a whole.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that includes market conditions and other observable inputs.

We typically have more than one SSP for individual products and services due to the stratification of those products and services by customer and circumstance.

In these instances, we use relevant information such as the product type or sales channel to determine the SSP.

Autodesk’s Level 2

value below the amortized cost basis is due to credit-related factors.

| | | | | | | | | | | | | | | | | | | | | | | | |

| Developed technologies | | | 858 | | | | | | (718) | | | | | | 140 | | | | | | | | |

| Total intangible assets | | | $ | 1,633 | | | | | $ | (1,226) | | | | | $ | 407 | | | | | | | |

Autodesk recognized impairment losses of $29 million in the fiscal year ended January 31, 2022.

| | | | 622 | | | | | | 632 | | |

See Note 9, “Leases” for further discussion.

| Less: accumulated impairment losses, beginning of the year | | | (149) | | | | | | (149) | | |

| Net Goodwill, beginning of the year | | | 3,625 | | | | | | 3,604 | | |

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which applies to all equity securities measured at fair value that are subject to contractual sale restrictions.

ASU 2022-03 prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions.

Autodesk adopted ASU 2022-03 as of February 1, 2023.

The adoption of ASU No. 2022-03 did not have a material impact on Autodesk’s consolidated financial statements.

| Strategic investments derivative asset (6) | | | | | | | | | 2 | | | | | | — | | | | | | (2) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Total | | | $ | 1,279 | | | | | $ | 7 | | | | | $ | (5) | | | | | $ | 1,281 | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 588 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | January 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Convertible debt securities (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 2 | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 827 | | | | | $ | 435 | | | | | $ | 2 | | | | | $ | 1,264 | |

| Granted | | | 3,687 | | | | | | 200.53 | | |

| Vested | | | (2,805) | | | | | | 219.71 | | |

| Canceled/Forfeited | | | (348) | | | | | | 210.05 | | |

| Total | | | 5 | | | | | | $ | 21.39 | | | | | 18 | | |

| India withholding tax refund | | | — | | | | | | — | | | | | | (44) | | |

| Unremitted earnings of foreign subsidiaries | | | — | | | | | | (2) | | |

The Company continues to retain a valuation allowance against Portugal, New Zealand, California, Massachusetts and Michigan deferred tax assets and deferred tax assets that will convert into a capital loss upon reversal in Australia and U.S., as we do not have sufficient income of the appropriate character to benefit these deferred tax assets.

We released our Canada valuation allowance in fiscal 2023 due to positive evidence supporting the utilization of the R&D credits before they expire, resulting in a $38 million non-cash benefit to earnings.

The valuation allowance decreased by $40 million in fiscal 2023, primarily due to the release of the Canada valuation allowance of $38 million.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of January 31, [removed: 2024.][added: 2025.]

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, [removed: 2024.][added: 2025.]

Our management has concluded that, as of January 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the three months ended January 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: TR UAD 4/20/06,] [added: On December 4, 2024, Dr. Ayanna Howard, one of our directors,] adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to [removed: 66,740] [added: 8,170] shares of our common stock.

The duration of the trading arrangement is until [removed: November 29, 2024,] [added: December 4, 2026,] or earlier if all transactions under the trading arrangement are completed.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

For information regarding our recent principal financial officer change, please see the Explanatory Note and Item 10, “Information About Our Executive Officers,” which are hereby incorporated by reference.

On December 19, 2023, Steve Blum, our Chief Operating Officer, on behalf of the BLUM FAM DECL.

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

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

| [removed: President and Chief Executive Officer] [added: Andrew Anagnost] | | | [added: 60] | | | [added: | | | President and Chief Executive Officer | | |]

The following sets forth certain information as of [removed: May 31, 2024,] [added: March 6, 2025,] regarding our executive officers.

| [removed: Andrew Anagnost] [added: Janesh Moorjani] | | | [removed: 59] [added: 52] | | | | | | [added: Executive Vice] President and Chief [removed: Executive] [added: Financial] Officer | | |

| Steve M. Blum | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Operating Officer | | |

| Ruth Ann Keene | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Corporate Affairs, Chief Legal Officer & Corporate Secretary | | |

| Rebecca Pearce | | | [removed: 46] [added: 47] | | | | | | Executive Vice President, Chief People Officer | | |

[removed: Prior] to joining Unity, Ms. Keene served as Vice President, Assistant General Counsel and Assistant Secretary of Autodesk from 2012 to 2016, and had served in various legal positions at Autodesk since August 2005.

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

He also served as Interim Chief Financial Officer from January 2021 to March 2021.

Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017 and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017.

From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company.

Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company from March 2007 to December 2009.

Previously, Dr. Anagnost held other senior management positions at the Company.

Prior to joining the Company, Dr. Anagnost held various engineering, sales, marketing and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation.

He also served as an NRC post-doctoral fellow at NASA Ames Research Center.

Janesh Moorjani joined Autodesk as Executive Vice President and Chief Financial Officer in December 2024.

Mr. Moorjani previously served as Chief Financial Officer of Elastic NV (“Elastic”), a software company for search-powered solutions, since August 2017 and assumed the additional responsibilities of Chief Operations Officer in May 2022.

Prior to joining Elastic, Mr. Moorjani served in various executive and senior leadership, finance and sales positions at Infoblox, VMware, Cisco, PTC, and Goldman Sachs.

Mr. Moorjani holds a Bachelor of Commerce degree from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania.

Prior

INFORMATION ABOUT OUR DIRECTORS

The below biographies provide the name, age and certain biographical information as of March 31, 2024, about each director, and the directors’ unique qualifications to serve on the Board.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

|  | | | Andrew Anagnost | | |

| Age: 59 \| Director since 2017 | | | | |

| Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a Bachelor of Science degree in Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer Science from Stanford University. Dr. Anagnost joined the board of directors of HubSpot, Inc. in September 2023. Qualifications and Contributions Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades in management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks we face; and management’s strategy and plans for accomplishing Autodesk’s goals. Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of the Board for as long as he is employed by Autodesk as CEO. | | | | | |

|  | | | Stacy J. Smith | | |

| Non-Executive Chair of the Board of Directors | | | | | |

| Age: 61 \| Director since 2011 \| Independent | | | |

| Autodesk Committees: Corporate Governance and Nominating | | | | | |

| Mr. Smith currently serves as the non-executive Chair of the Board of Directors, and as the executive chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith has served on the board of directors of Kioxia Corporation since October 2018 and on the board of Wolfspeed, Inc. since January 2023. In March 2024, he joined the board of directors of Intel Corporation. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in December 2016, and Gevo, Inc. from June 2010 to June 2014. Qualifications and Contributions Mr. Smith is independent and his more than two decades of experience in the technology industry provide him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His management positions with Intel, including his finance and executive roles, and his time spent overseas, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate Governance and Nominating Committee. | | | | | |

|  | | | Karen Blasing | | |

| Age: 67 \| Director since 2018 \| Independent | | | |

| Autodesk Committees: Audit | | | | | |

| Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insurance software company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019. Qualifications and Contributions Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in the technology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, and Nuance Communications provides her with a strong understanding of Autodesk’s business and international operational challenges. Her experience as a chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee. | | | | | |

|  | | | Reid French | | |

| Age: 52 \| Director since 2017 \| Independent | | | |

| Autodesk Committees: Compensation and Human Resources | | | | | |

| Mr. French has over 20 years of executive leadership experience in the software industry. Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading cloud software provider to the insurance industry, from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College, where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School. He sits on the board of directors of Verint Systems Inc., JSSI, Inc. and NetDocuments Software, Inc. Qualifications and Contributions Mr. French is independent and his executive operational and strategic leadership experience in the technology industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years of service as an executive officer and his service on the board of directors of Applied Systems provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee. | | | | | |

|  | | | Dr. Ayanna Howard | | |

| Age: 52 \| Director since 2019 \| Independent | | | |

| Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She is also a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory. Dr. Howard serves on the board of Motorola Solutions, Inc. and serves on the advisory boards for numerous robotics and AI-based organizations. Dr. Howard holds a degree from Brown University, an M.S. and Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker Graduate School of Management. Qualifications and Contributions Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience as an entrepreneur and founder and her business degree provide her with the financial acumen necessary to serve on our Audit Committee. | | | | | |

|  | | | Blake Irving | | |

| Age: 64 \| Director since 2019 \| Independent | | | |

| Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the Chief Executive Officer of GoDaddy Inc., an Internet domain registrar and web hosting company, from January 2013 to January 2018, and served on the board of directors of GoDaddy from May 2014 to June 2018. From 2010 to 2012, Mr. Irving served as Chief Product Officer of Yahoo! Inc. From 2009 to 2010, Mr. Irving was a Professor in the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr. Irving served in various senior and management roles at Microsoft Corporation, including most recently as Corporate Vice President of Windows Live Platform Group. Mr. Irving has served on the boards of directors of DocuSign, Inc., since August 2018, ZipRecruiter, Inc., since November 2018, and Flowhub, LLC, since January 2020. Qualifications and Contributions Mr. Irving is independent and has more than 25 years of executive operational and strategic leadership experience in the technology industry. Mr. Irving’s experience at GoDaddy, Yahoo!, and Microsoft provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges, and with the executive compensation knowledge necessary to serve on our Corporate Governance and Nominating Committee. | | | | | |

|  | | | Mary T. McDowell | | |

| Age: 59 \| Director since 2010 \| Independent | | | |

| Autodesk Committees: Compensation and Human Resources (Chair) | | | | | |

| Ms. McDowell served as the President and Chief Executive Officer of Mitel Networks Corporation, a telecommunications company, from October 2019 to November 2021 and transitioned to serve as Board Chair until November 2022. Previously, Ms. McDowell served as the Chief Executive Officer and member of the board of directors at Polycom, Inc., from September 2016 to July 2018, when the company was acquired by Plantronics, Inc. Prior to Polycom, Ms. McDowell was an Executive Partner at Siris Capital, LLC. She served as Executive Vice President in charge of Nokia’s Mobile Phone unit from July 2010 to July 2012 and as Executive Vice President and Chief Development Officer of Nokia Corporation from January 2008 to July 2010. Previously, Ms. McDowell served as Executive Vice President and General Manager of Enterprise Solutions of Nokia from January 2004 to December 2007. Prior to joining Nokia in 2004, Ms. McDowell spent 17 years in various executive, managerial, and other positions at Compaq Computer Corporation and Hewlett-Packard Company, including serving as Senior Vice President, Industry-Standard Servers of Hewlett-Packard. Ms. McDowell has served as lead director of Informa plc since November 2021, having served as a director of Informa plc since June 2018. Ms. McDowell previously served as Board Chair of Mitel Networks Corporation from November 2021 to November 2022, and as a director of UBM plc from August 2014 to June 2018, and as a director of Bazaarvoice, Inc., from December 2014 to October 2016, and as compensation committee chair of Bazaarvoice, Inc., from 2015 – 2016. Ms. McDowell also serves as Chair of the University of Illinois College of Engineering's Board of Visitors. Qualifications and Contributions Ms. McDowell is independent and brings to our Board extensive management experience in the technology industry. Her two and a half decades of experience working for global technology companies focused on innovation and collaboration provide her with a firm understanding of Autodesk’s core mission, business, and technology. Her years of service as an executive officer at Polycom, Nokia, and other technology companies, including Hewlett-Packard, provide her with the executive compensation knowledge necessary to serve as Chair of our Compensation and Human Resources Committee. | | | | | |

|  | | | Stephen Milligan | | |

| Age: 60 \| Director since 2018 \| Independent | | | |

| Mr. Milligan served as Chief Executive Officer of Western Digital Corporation, a data storage company, from January 2013 to March 2020, and as its president from March 2012 to October 2015. Previously, Mr. Milligan served as the Chief Financial Officer of Hitachi Global Storage Technologies (“HGST”) from 2007 to 2009, and as HGST’s Chief Executive Officer from 2009 to 2012, when Western Digital acquired HGST. From January 2004 to September 2007, Mr. Milligan served as Western Digital’s Chief Financial Officer after serving in other senior finance roles at Western Digital from September 2002 to January 2004. From April 1997 to September 2002, he held various financial and accounting roles of increasing responsibility at Dell Inc. and was employed at Price Waterhouse for 12 years prior to joining Dell. Mr. Milligan holds a Bachelor of Science degree in Accounting from The Ohio State University. Mr. Milligan has served on the board of directors of Ross Stores, Inc., since January 2015, and served on the board of directors of Western Digital Corporation from January 2013 to May 2020. Qualifications and Contributions Mr. Milligan is independent and has over 30 years of executive operational and financial leadership experience in the technology industry. Mr. Milligan’s experience at Western Digital and HGST, including his finance and executive roles, provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His experience as a CFO and CEO provides him with the financial acumen necessary to serve on our Audit Committee. | | | | | |

|  | | | Lorrie M. Norrington | | |

| Age: 64 \| Director since 2011 \| Independent | | | |

| Autodesk Committees: Corporate Governance and Nominating (Chair) | | | | | |

| Ms. Norrington has over 40 years of operating experience in technology, software, and internet businesses. She currently serves as an adviser and in an Operating Partner capacity for Lead Edge Capital, a growth equity firm that partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington was President of eBay Marketplaces from July 2008 to September 2010 and held a number of senior management roles at eBay from July 2006 to June 2008. Prior to joining eBay, Ms. Norrington was President and CEO of Shopping.com, Inc., from June 2005 to July 2006. Prior to joining Shopping.com, Ms. Norrington served, from August 2001 to January 2005, initially as Executive Vice President of Small Business and later in the office of the CEO, at Intuit Inc. Before Intuit, Ms. Norrington served in a variety of executive positions at General Electric Corporation over a 20-year period, working in a broad range of industries and businesses. Ms. Norrington has served on the boards of directors of Asana, Inc., since September 2019, Colgate-Palmolive since September 2015, and HubSpot since September 2013. Previously, she served on the boards of directors of Eventbrite, Inc., from April 2015 to August 2020, BigCommerce from March 2015 to January 2020, DIRECTV from February 2011 until it was acquired by AT&T in July 2015, Lucasfilm from June 2011 until it was acquired by Disney in December 2012, McAfee, Inc., from December 2009 until it was acquired by Intel in February 2011, and Shopping.com from November 2004 until it was acquired by eBay in August 2005. Qualifications and Contributions Ms. Norrington is independent, has extensive experience in online commerce SaaS, and valuable management experience in the technology and manufacturing industries. Her four decades of building businesses and adapting to and capitalizing on rapid technological advancement provide Ms. Norrington with a unique perspective. Her executive and board experiences have provided her with the corporate governance skills required to serve on our Board and as Chair of our Corporate Governance and Nominating Committee. | | | | | |

|  | | | Betsy Rafael | | |

| Age: 62 \| Director since 2013 \| Independent until May 31, 2024 | | | |

| Interim Chief Financial Officer: Former Audit (Chair) | | | | | |

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

Compensation Discussion and Analysis

Throughout this annual report, the individuals included in the Summary Compensation Table beginning on page 141 are referred to as our “named executive officers” or “NEOs.” For fiscal year 2024, our NEOs were:

- Andrew Anagnost, Chief Executive Officer and President;

- Deborah L.

Clifford, former Executive Vice President and Chief Financial Officer and current Chief Strategy Officer;

- Steven M.

Blum, Executive Vice President and Chief Operating Officer;

- Ruth Ann Keene, Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary;

- Rebecca Pearce, Executive Vice President and Chief People Officer.

The information in this discussion provides perspective and narrative analysis relating to, and should be read along with, the executive compensation tables beginning on page 141.

Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal year 2024, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and practices, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy.

Executive Summary

Fiscal Year 2024 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, businesses, and the world.

In fiscal year 2024, we delivered record revenue and operating income while maintaining healthy free cash flow through the first year of our transition from up-front to annual billings for multi-year contracts.

The most significant free cash flow headwinds from this transition are now behind us which means our free cash flow reached its trough during fiscal 2024 and will mechanically rebuild over the next few years.

We achieved strong financial and competitive performance in fiscal 2024 despite macroeconomic, policy and geopolitical related headwinds.

Several factors contributed to our performance, including strong renewal rates, resilient new business growth, and expansion from a large renewal cohort of enterprise business agreements which included up-front revenue.

Our resilience comes from our subscription business model and our product and customer diversification, which balances growth across different regions and industries.

Disciplined and focused execution and strategic deployment of capital through the economic cycle will drive even greater operational velocity and efficiency within Autodesk, which will free up further resources to invest in our industry clouds and capabilities, including AI, and to sustain margin improvement.

By introducing a new transaction model to engage more directly with our customers and solution providers, we are approaching the final phase of modernizing our go-to-market motion, which has involved updating our infrastructure, retiring old systems and business models, and nurturing more direct relationships with our customers and ecosystem.

We are also undertaking a multi-year process to evolve our products into lifecycle solutions within and between our industry clouds,

powered by shared platform services, and with Autodesk’s Data Model at its core.

Together, these will enable Autodesk, our customers, and partners, to build more valuable, data-driven, and connected products and services.

Empowering innovators with design-and-make technology to achieve the new possible also enables them to build and manufacture efficiently and sustainably.

We continue to execute well in challenging times and look forward to the years ahead with excitement and optimism.

Fiscal Year 2024 Financial Highlights

- Total revenue was $5.50 billion, an increase of 10 percent as reported, and 13 percent on a constant currency basis.

Recurring revenue represents 98 percent of total.

- GAAP operating income was $1.13 billion, compared to $989 million last year.

GAAP operating margin was 21 percent, up 1 percentage point.

- Total non-GAAP income from operations was $1.96 billion, compared to $1.79 billion last year.

Non-GAAP operating margin was 36 percent, flat compared to the prior period.(1)

- Cash flow from operating activities decreased to $1.31 billion, compared to $2.07 billion in fiscal 2023.

Free cash flow decreased to $1.28 billion, compared to $2.03 billion in fiscal 2023(1).

Our free cash flow experienced a trough during fiscal year 2024 due to our transition from up-front to annual billings for multi-year contracts.

- GAAP diluted net income per share was $4.19, compared to $3.78 last year.

- Non-GAAP diluted net income per share was $7.60, compared to $6.63 last year.(1)

- 1-Y Total Shareholder Return is 18% from fiscal year 2023.

5-Y Total Shareholder Return is 72% from fiscal year 2019.

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

The following table sets forth certain information concerning the beneficial ownership of Autodesk’s common stock as of April 30, 2024, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding shares of Autodesk common stock, each of Autodesk’s directors, each of the named executive officers, including former executive officers, and all directors and executive officers as a group.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 5% Stockholders, Directors and Officers (1) | | | | | | Common Stock Beneficially Owned (2) | | | | | | Percentage Beneficially Owned (3) | | |

| Principal Stockholders: | | | | | | | | | | | | | | |

| The Vanguard Group, Inc. (4) | | | | | | 19,038,582 | | | | | | 8.8 | | % |

| BlackRock, Inc. (5) | | | | | | 19,233,480 | | | | | | 8.9 | | % |

| Non-Employee Directors (6): | | | | | | | | | | | | | | |

| Stacy J. Smith | | | | | | 19,934 | | | | | | * | | |

| Karen Blasing | | | | | | 7,237 | | | | | | * | | |

| Reid French (7) | | | | | | 12,958 | | | | | | * | | |

| Dr. Ayanna Howard | | | | | | 2,241 | | | | | | * | | |

| Blake Irving | | | | | | 8,261 | | | | | | * | | |

| Mary T. McDowell | | | | | | 33,766 | | | | | | * | | |

| Stephen Milligan (8) | | | | | | 9,556 | | | | | | * | | |

| Lorrie M. Norrington | | | | | | 7,248 | | | | | | * | | |

| Betsy Rafael | | | | | | 3,237 | | | | | | * | | |

| Rami Rahim | | | | | | 2,161 | | | | | | * | | |

| Named Executive Officers: | | | | | | | | | | | | | | |

| Andrew Anagnost | | | | | | 46,011 | | | | | | * | | |

| Deborah L. Clifford | | | | | | 15,602 | | | | | | * | | |

| Steven M. Blum (9) | | | | | | 72,095 | | | | | | * | | |

| Ruth Ann Keene | | | | | | 60,063 | | | | | | * | | |

| Rebecca Pearce | | | | | | 5,865 | | | | | | * | | |

| All directors and executive officers as a group (15 individuals) | | | | | | 306,235 | | | | | | * | | |

_______________

* Represents less than one percent (1%) of the outstanding common stock.

(1)Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., One Market Street, Ste.

400, San Francisco, California 94105.

(2)The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under Rule 13d-3, beneficial ownership includes any shares the individual or entity has the right to acquire within 60 days of April 30, 2024, through the exercise of any stock option or other right.

Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.

(3)The total number of shares of common stock outstanding as of April 30, 2024, was 215,476,226.

(4)As of December 29, 2023, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 13, 2024, The Vanguard Group, Inc. was deemed to have sole dispositive power with respect to 18,113,756 shares, shared voting power with respect to 285,944 shares, and shared dispositive power with respect to 924,826 shares.

The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(5)As of December 31, 2023, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on January 25, 2024, BlackRock, Inc. was deemed to have sole voting power with respect to 17,449,172 shares, sole dispositive power with respect to 19,233,480 shares.

The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(6)Directors’ holdings reported include vested awards deferred under our 2012 Outside Directors’ Stock Plan as well as unvested awards granted in fiscal year 2024 and assume they will vest in connection with the fiscal year 2025 Annual Meeting of Stockholders.

(7)Includes 20 shares held indirectly by trust.

(8)Includes 7,922 shares held indirectly by trust.

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

RELATED PARTY TRANSACTIONS

Our Audit Committee has established a written policy and procedures for review and approval of related-party transactions.

Autodesk’s Related Party Transactions Policy states that all transactions between Autodesk and its wholly owned subsidiaries and any of its directors, executive officers, nominees for director or owners of 5% or more of our stock, or their immediate family members, where the amount involved exceeds $120,000, require the approval of both our Chief Financial Officer and the Audit Committee.

If a related-party transaction subject to review involves directly or indirectly a member of the Audit Committee or the Chief Financial Officer (or one of their immediate family members), such Audit Committee member or Chief Financial Officer will recuse him or herself from the review.

The Chief Financial Officer and the Audit Committee shall approve or ratify only those transactions that are deemed to be not inconsistent with the best interests of the Company as a whole.

Non-routine transactions with vendors and suppliers of Autodesk and its wholly-owned subsidiaries require the prior written approval of the Chief Accounting Officer.

During fiscal year 2024, there were ordinary course transactions between Autodesk and certain related entities, for example for the purchase of software licenses by companies of which a director is an executive officer or where an executive officer was previously employed.

None of these transactions constituted a related-party transaction that required approval by the Audit Committee.

DIRECTOR INDEPENDENCE

Our Board believes independence is a critical component of our governance strategy, and that it’s continued independence enables it to be objective in carrying out its oversight responsibilities.

Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent and that each Committee will be made up of solely independent directors.

Autodesk’s independent directors meet regularly in executive session, without management present, as part of the quarterly Board meetings, with the intent to facilitate open discussion.

Stacy Smith, our Chair, presides at these executive sessions.

Each year, and before a new director is appointed, the Board must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.

Annually, each director also completes a detailed questionnaire that provides information about relationships that might affect the determination of independence.

Autodesk management provides the Corporate Governance and Nominating Committee and the Board with the relevant information from the questionnaires along with known facts and circumstances of any relationship bearing on the independence of a director or nominee.

The Corporate Governance and Nominating Committee then completes an assessment of each director considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee.

This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence and affirmatively determining that the director has no material relationship with Autodesk, another director, or as a partner, stockholder, or officer of an organization that has a relationship with Autodesk.

As part of its annual review process, our Corporate Governance and Nominating Committee also considers a director’s tenure.

As required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The Board has determined that, with the exception of Dr. Anagnost, our President and CEO, and Ms. Rafael, our Interim CFO, all of its members are “independent directors” as that term is defined by applicable Nasdaq listing standards.

That definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings with the company.

In addition, as further required by applicable Nasdaq listing standards, the Board has made a subjective determination as to each independent director that no relationships exist that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on the review and recommendation by the Corporate Governance and Nominating Committee, the Board analyzed the independence of each director.

The Board determined that Mses.

Blasing, Howard, McDowell, and Norrington, and Messrs.

French, Irving, Milligan, Rahim and Smith meet the standards of independence under our Corporate Governance Guidelines and the Nasdaq listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment.

2.*Financial Statement Schedule*: The following financial statement schedule of Autodesk, Inc., for the fiscal years ended January 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc.:

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

The following table presents fees billed for professional audit services and other services rendered to Autodesk by EY and its affiliates for the fiscal years ended January 31, 2024 and 2023.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Fiscal Year 2024 | | | | | | Fiscal Year 2023 | | |

| | | | | | | (in millions) | | | | | | | | |

| Audit Fees (1) | | | | | | $ | 9.3 | | | | | $ | 6.8 | |

| Audit-Related Fees (2) | | | | | | — | | | | | | 0.2 | | |

| Tax Fees (3) | | | | | | 0.3 | | | | | | 0.2 | | |

| All Other Fees (4) | | | | | | — | | | | | | 0.1 | | |

| Total | | | | | | $ | 9.6 | | | | | $ | 7.3 | |

_________________

(1)Audit Fees consisted of fees billed for professional services rendered for the integrated audit of Autodesk’s annual financial statements and management’s report on internal controls included in Autodesk's Annual Reports on Form 10-K, for the review of the financial statements included in Autodesk’s Quarterly Reports on Form 10-Q, and for other services, including statutory audits and services rendered in connection with SEC filings.

(2)Audit-Related Fees consisted of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

This category includes fees arising from accounting-related consulting services.

(3)Tax Fees consisted of fees billed for tax compliance, consultation, and planning services.

(4)Other fees consisted of fees for permissible training programs and subscription fees for an online accounting research tool.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

Generally, all audit and non-audit services provided by EY and its affiliates to Autodesk must be pre-approved by the Audit Committee.

The Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services, and other services) expected to be provided by EY and its affiliates during the year.

The Audit Committee is also responsible for the audit fee negotiations associated with Autodesk’s retention of EY.

Periodically, the Audit Committee receives an update of all pre-approved audit and non-audit services conducted, and information regarding any new audit and non-audit services to be provided by EY and its affiliates.

The Audit Committee reviews the update and approves the proposed services if they are deemed acceptable.

To ensure prompt handling of unexpected matters, the Chair of the Audit Committee has authority to amend or modify the list of approved audit and non-audit services and fees so long as such additional or amended services do not affect EY's independence under applicable SEC rules.

The Chair reports any such action taken at subsequent Audit Committee meetings.

| Description | | | Balance at Beginning of Fiscal Year | | | | | | Additions Charged to Costs and Expenses or Revenues | | | | | | [added: Additions Charged to Deferred Revenue | | | | | |] Deductions | | | | | | Balance at End of Fiscal Year | | |

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Fiscal Year Ended January 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Partner program reserves (1) | | | [removed: $ |] 90 | | | | | [removed: $] | [removed: 1,071] [added: 91] | | | | | [removed: $] | [added: 980 | | | | | |] 1,058 | | | | | [removed: $] | 103 | | [added: |]

| Fiscal Year Ended January 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Partner [removed: program] [added: Program] reserves (1) | | | 64 | | | | | | [removed: 928] [added: 67] | | | | | | [added: 861 | | | | | |] 902 | | | | | | 90 | | |

| Fiscal Year Ended January 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Partner [removed: Program] [added: program] reserves (1) | | | [removed: 64] [added: $] | [added: 103] | | | | | [removed: 623] [added: $] | [added: 91] | | | | | [removed: 623] [added: $] | [added: 908] | | | | | [removed: 64] [added: $] | [added: 1,028] | | [added: | | | $ | 74 | |]

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| 3.1 | | | [Amended and Restated Certificate of Incorporation of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000119312506068809/dex31.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000121390024062270/ea020958401ex3-1_autodesk.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | 000-14338 | | | 3.1 | | | [removed: 3/20/2006] [added: 7/18/2024] | | |

| 3.2 | | | [Amended and Restated Bylaws of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000076939722000153/autodeskbylaws.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/769397/000121390024062270/ea020958401ex3-2_autodesk.htm)] | | | | | | 8-K | | | 000-14338 | | | [removed: 3.1] [added: 3.2] | | | [removed: 12/15/2022] [added: 7/18/2024] | | |

| 10.1* | | | [Description of Registrant's Performance Stock Unit [removed: Program](https://www.sec.gov/Archives/edgar/data/769397/000076939718000015/form8-kx2018xmarchx21item5.htm)] [added: Program](https://www.sec.gov/ix?doc=/Archives/edgar/data/769397/000119312520108139/d907969d8k.htm)] | | | | | | 8-K | | | 000-14338 | | | | | | [removed: 3/26/2018] [added: 4/15/2020] | | |

| 10.23 | | | [Autodesk, Inc. 2022 Equity Incentive Plan Form of Global RSU Agreement](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/autodesk-globalrsuagreemen.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 10.23] | | | [added: 06/10/2024] | | |

| 19.1 | | | [Autodesk Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adskinsidertradingpolicy.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 19.1] | | | [added: 06/10/2024] | | |

| 21.1 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex211.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex231.htm)] | | | X | | | | | | | | | | | | | | |

| 24.1 | | | [Power of Attorney (contained in the signature page to this Annual Report on Form [removed: 10-K)](#i2ee5749ae14144388ce5d5acf3dd9401_286)] [added: 10-K)](#i269c019f9c744bb896c06eb284701691_289)] | | | X | | | | | | | | | | | | | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex311.htm)] | | | X | | | | | | | | | | | | | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex312.htm)] | | | X | | | | | | | | | | | | | | |

| 32.1† | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/adsk01312024ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex321.htm)] | | | X | | | | | | | | | | | | | | |

| 97.1 | | | [Autodesk, Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/769397/000076939724000090/clawbackpolicyupdated.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 97.1] | | | [added: 06/10/2024] | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Anagnost and [removed: Elizabeth Rafael] [added: Janesh Moorjani] each as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of [removed: June 10, 2024.][added: March 6, 2025.]

| 10.27 | | | [Janesh Moorjani Offer Letter dated November 18, 2024](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/cfoofferletterfinal-janesh.htm) | | | X | | | | | | | | | | | | | | |

| 10.28 | | | [Elizabeth Rafael Interim Offer Letter dated May 31, 2024](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/betsyrafaelinterimcfooffer.htm) | | | X | | | | | | | | | | | | | | |

| 10.29 | | | [Elizabeth Rafael Addendum to Employment Agreement dated December 13, 2024](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/betsyrafael-transitionlett.htm) | | | X | | | | | | | | | | | | | | |

| Dated: | | | March 6, 2025 | | | | | | | | |

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

| Janesh Moorjani | | | | | | | | |

| /s/ JOHN T. CAHILL | | | | | | Director | | |

| John T. Cahill | | | | | | | | |

| /s/ RAM R. KRISHNAN | | | | | | Director | | |

| Ram R. Krishnan | | | | | | | | |

| /s/ ELIZABETH RAFAEL | | | | | | Director | | |

| Dated: | | | June 10, 2024 | | | | | | | | |

| /s/ ELIZABETH RAFAEL | | | | | | Interim Chief Financial Officer, Director (Principal Financial Officer) | | |