Autodesk (ADSK) 10-K risk factor changes: FY2026 vs FY2025

- Our strategy and expectations regarding the expected benefits, timing and costs associated with our restructuring [removed: plan.][added: plans.]

- Increasing regulatory focus on privacy, data protection, and [removed: information security] [added: cybersecurity] issues and expanding laws.

We devote significant resources to the development of new [removed: technologies.][added: technologies, including AI features.]

For example, current geopolitical and global macro-economic [removed: challenges] [added: challenges, most recently regarding tariffs and trade protectionism,] have caused uncertainty in the global economy, and an economic downturn or recession in the United States or in other countries may occur or has already occurred and may continue.

[removed: The extent to which these challenges will impact our financial condition or results of operations is] still uncertain and will continue to depend on developments such as the impact of these challenges on our customers, vendors, distributors, and resellers, such as the supply chain disruption and resulting inflationary pressures and global labor shortage that we have seen recently, material scarcity, as well as other factors; actions taken by governments, businesses, and consumers in response to these challenges; speed and timing of economic recovery, including in specific geographies; our billings and renewal rates, including new business close rates, rate of multi-year contracts, pace of closing larger transactions, and new unit volume growth; wars and armed conflicts, including the ongoing wars between Ukraine and Russia and [removed: between Israel and Hamas;] [added: conflicts in the Middle East;] foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow.

Trends toward nationalism and [removed: protectionism] [added: protectionism, including imposition of tariffs] and [added: related trade wars, and] the weakening or dissolution of international trade pacts may increase the cost of, or otherwise interfere with, conducting 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: 2024] [added: 2025] and [removed: 2025.][added: fiscal 2026.]

- the potential that acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and [removed: data security,] [added: cybersecurity,] as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation;

[removed: Acquisitions and] investments have in the past and may in the future contribute to fluctuations in our quarterly financial results.

International net revenue represented 64% of our net revenue for both fiscal [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

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 [added: new or increased] tariffs on products imported from certain [removed: countries,] [added: countries;] economic sanctions on individuals, corporations, or [removed: countries,] [added: countries;] and other government regulations affecting trade between the United States [added: and other countries in which we do business.]

For example, the United States and other global actors have [removed: imposed] [added: continued to increase] sanctions [added: and export restrictions] as a result of the war against Ukraine launched by [removed: Russia and] [added: Russia,] the [added: geopolitical landscape with respect to China,] ongoing [removed: war between Israel] [added: conflicts in the Middle East,] and [removed: Hamas.][added: other risks.]

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 [removed: regulations by other countries, suggest a broader purview for changes in U.S. trade policy as a component of U.S. foreign policy.]

[removed: New] [added: These new] or increased tariffs and other changes in U.S. trade policy, including new [removed: sanctions,] [added: sanctions and increased export restrictions, have triggered and] could [added: continue to] trigger retaliatory actions by affected countries, including [removed: Russia.][added: Canada, China, Russia, and others, that have instituted, considered, or are considering imposing new or increased tariffs, export controls, and other trade sanctions targeting certain U.S. persons or 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 [removed: announcing] [added: additional] sanctions, a change in tariff structures, [added: increased] export [removed: compliance,] [added: controls,] 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 [removed: operations] [added: financial condition, operations,] and business outlook.

*Existing and increased competition and rapidly evolving technological changes may reduce our revenue and [removed: profits.*][added: profits.*]

Our competitors [added: and new entrants] may also be able to develop and market new technologies that render our existing or future products less competitive.

- general market, economic, business, and political conditions in [removed: Europe, APAC,] [added: Europe] and [removed: emerging economies,] [added: APAC] including from an economic downturn or recession in the United States or other [removed: countries;][added: countries, as well as economic and regulatory uncertainty;]

- 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 [removed: 2024 and] [added: 2024,] 2025 and [added: 2026 and] which is expected to continue into fiscal year [removed: 2026;][added: 2027;]

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

During fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] combined revenue from our AutoCAD and AutoCAD LT family products, not including collections having AutoCAD or AutoCAD LT as a component, represented [removed: 26%] [added: 25%] and [removed: 27%] [added: 26%] of our total net revenue, respectively.

In addition, our 2026 Plan [added: and January 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.

- general socioeconomic, political, or market conditions, including from an economic downturn or recession in the United States or in other [removed: countries;][added: countries, as well as economic and regulatory uncertainty;]

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

Government regulation addressing AI [removed: ethics] [added: ethics, transparency requirements,] or other aspects of the [removed: development] [added: development,] or [removed: use] [added: use, or deployment] of AI may also increase the burden and cost of [removed: research] [added: research, development,] and [removed: development in this area, subjecting] [added: other activities, which may increase our costs, limit our ability to leverage AI, and subject] us to brand or reputational harm, competitive harm, or legal liability.

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

Failure to address AI ethical and regulatory issues by us or others in our industry could undermine public confidence in [added: 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.]

Autodesk voluntarily contacted the Securities and Exchange Commission [removed: (the “SEC”)] [added: (“SEC”)] to advise it that an internal investigation was ongoing.

In addition, the United States Attorney’s Office for the Northern District of California [added: (“USAO”)] contacted us regarding the Audit Committee investigation.

Legal Proceedings and Note [removed: 11] [added: 12] to our Consolidated Financial Statements.

[removed: Despite these efforts, we have] been subject to security breaches and incidents, and we face the risks of them occurring in the future, as well as the risks of delays and other difficulties in identifying, responding to, or remediating security breaches or incidents.

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 wars between Ukraine and Russia and [removed: between Israel and Hamas] [added: conflicts in the Middle East] 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.

Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or [removed: claiming non-compliance with the applicable open source licensing terms.]

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 [added: the terms of the particular open source license.]

If any of these situations were to occur, our reputation could be harmed, we could be subject to third-party liability, including under laws relating to privacy, data protection, and [removed: information security] [added: cybersecurity] in certain jurisdictions, and our financial results could be negatively impacted.

[removed: In particular, our transition to cloud-based] products and a subscription-only business model involves considerable investment in the development of technologies, as well as back-office systems for technical, financial, compliance, and sales resources.

[added: 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] approximately [removed: 58%] [added: 37%] and [removed: 63%,] [added: 58%,] respectively, of our revenue was derived from indirect channel sales primarily through distributors and resellers.

[removed: Of our distributors,] [added: Our distributor,] TD Synnex accounted for [removed: 33% and 39% of our total net revenue for fiscal 2025 and 2024, respectively, and Ingram Micro, Inc. (“Ingram Micro”) accounted for 5%] [added: 14%] and [removed: 7%] [added: 33%] of our total net revenue for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

Over time, we have modified and [removed: especially during the transition process noted above, will] continue to modify aspects of our relationship with our distributors and resellers, such as their incentive programs, pricing to them, and our distribution model to motivate and reward them for aligning their businesses with our strategy and business objectives.

The market may also react to these disruptive technologies in unpredictable ways inconsistent with our financial condition and results of operation.

The extent to which these challenges will impact our financial condition or results of operations is

Acquisitions and

regulations by other countries, suggest a broader purview for changes in U.S. trade policy as a component of U.S. foreign policy.

For example, since March 2025 the United States has imposed additional Section 232 tariffs on various commodities, including steel, aluminum, passenger vehicles and trucks (and components for such vehicles), and other industry-specific targets.

Between February 2025 and February 2026, the United States placed additional fentanyl-related tariffs on most goods from China, Canada and Mexico (with an exception for goods that qualify for duty-free treatment under the U.S.-Mexico-Canada Agreement); and between April 2025 and February 2026 placed additional reciprocal tariffs on most imports from U.S. trading partners other than Canada, Mexico, Russia, Belarus, Cuba, and North Korea.

These additional U.S. tariffs were implemented under authorities asserted in the International Emergency Economic Powers Act (“IEEPA”) and rescinded on February 24, 2026, following a Supreme Court decision invalidating the use of IEEPA to authorize these tariffs.

The availability, timing, and amount of any related refunds associated with payments of these duties remain uncertain and subject to further legal, regulatory, and administrative action.

Beginning February 24, 2026, the U.S. government implemented a new, global “temporary import surcharge” of 10% on many of the same products affected by the prior reciprocal tariffs, under authorities provided for in Section 122 of the Trade Act of 1974, supplementing existing non-IEEPA measures.

Additional trade-related investigations by the U.S. government are in progress and could result in the imposition of additional tariffs.

There is currently significant uncertainty about the future relationship between the United States and its trading partners with respect to trade policies, tariffs, taxes, and similar policies affecting cross-border operations.

These retaliatory measures could include responses such as the imposition of new or increased digital services taxes.

In addition, we generally recognize subscription revenue over the term of the respective contracts, which typically range from 1-year to 3-years.

As a result, most of the revenue we report in each quarter is the result of subscriptions entered into during previous quarters.

Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter but will negatively impact our revenue in future quarters.

Accordingly, the effect of significant downturns in sales and market acceptance of our services, and changes in our attrition rate, may not be fully reflected in our results of operations until future periods.

During the fourth quarter of fiscal 2026, we initiated another restructuring plan (the "January 2026 Plan") that marks the final phase of our sales and marketing optimization program.

- announcements of new offerings or enhancements by us or our competitors as well as market perception of disruptive technologies such as machine learning and other AI technologies;

the European Parliament on March 13, 2024, imposes obligations on providers and users of AI technologies.

We cooperated with the SEC and USAO, including by providing certain documents and information.

On August 19, 2025, the SEC notified us that it was closing its matter.

On August 21, 2025, the USAO notified us that it was closing its matter as well.

Despite these efforts, we have

claiming non-compliance with the applicable open source licensing terms.

In particular, our transition to cloud-based

We anticipate that our revenue by direct sales channel will continue to increase as a percentage of total net revenue.

We expect our indirect channel will continue to transact and support a considerable portion of our customers, particularly in emerging regions.

require that proprietary portions of our own software be publicly disclosed or licensed.

The scope of these laws and regulations is rapidly

Many laws and regulations relating to privacy and data protection impose restrictions on cross-border transfers of personal data.

Data transfer mechanisms may be challenged, revoked, or otherwise modified.

Numerous jurisdictions also have imposed data localization requirements, and we have faced, and expect to continue to face, customer requirements to maintain data in particular jurisdictions.

We may, in addition to other impacts in connection with personal data transfer mechanisms or data localization requirements, be required to expend significant time and resources to update contractual arrangements and to comply with new and evolving obligations, experience additional costs associated with increased compliance burdens, and find it necessary or appropriate to stop using certain service providers, engage in new contract negotiations, localize certain personal data, or make other operational changes, all of which may impact our business, financial condition, and results of operations.

Further, we face exposure to regulatory complaints, actions, and other proceedings, and the potential for substantial fines, other liabilities, and injunctions or other imposed requirements, in connection with transfers of personal data and data localization requirements.

Evolving legislation and the interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues.

services.

against us.

will incur transaction fees in adopting such hedging programs.

On January 5, 2026, the OECD announced a“side-by-side” elective safe harbor that exempts U.S.-parented multinational entities from certain provisions of Pillar Two for fiscal years beginning on or after January 1, 2026.

we provide to our customers and computer operations for our internal use.

and other countries in which we do business.

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

adverse effect on our profitability.

- announcements of new offerings or enhancements by us or our competitors;

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.

Autodesk is cooperating with the SEC’s investigation.

Furthermore, if the SEC commences legal action, we could be required to pay significant penalties and become subject to injunctions, a cease and desist order and other equitable remedies.

the terms of the particular open source license.

Unsuccessful implementation of hardware or software updates and improvements

We rely significantly upon major distributors and resellers in both the U.S. and international regions.

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.

In connection with such transition agreements, we intend to increase our selling efforts with resellers and agents.

During the transition period, we believe the resellers and end users who currently purchase our products through TD Synnex and Ingram Micro will be able to continue to do so, and following the transition period, we believe such end users will be able to continue to purchase our products from certain resellers or directly from Autodesk, in each case under substantially the same terms and without substantial disruption to our revenue.

However, if during the transition period, TD Synnex or Ingram Micro were to experience a significant business disruption or if our relationship with either were to significantly deteriorate, it is possible that our ability to sell to end users would, at least temporarily, be negatively impacted.

Also, if any of our assumptions about our end users, resellers, distributors, or agents or our direct selling capabilities proves incorrect, these changes could harm our business.

This could, in turn, negatively impact our financial results.

Changes in these relationships and underlying programs could negatively impact their business and harm our business.

The loss of or a significant reduction in business with those distributors or resellers could harm our business.

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.

The SCCs impose on companies obligations relating to personal data transfers, including the obligation to conduct a transfer impact assessment and, depending on a party’s role in the transfer, to implement additional security measures and to update internal privacy practices.

We may, in addition to other impacts, be required to expend significant time and resources to update our contractual arrangements and to comply with new obligations, and we face exposure to regulatory actions, substantial fines and injunctions in connection with transfers of personal data from the EU or other regions.

In addition, the United Kingdom’s (“UK”) exit from the EU, and ongoing developments in the UK, have created uncertainty with regard to data protection regulation in the UK.

Personal data processing in the UK is governed by the UK General Data Protection Regulation and supplemented by other domestic data protection laws, such as the UK Data Protection Act 2018, which authorizes fines of up to £17.5 million or 4% of annual global revenue, whichever is higher.

We are also exposed to potentially divergent enforcement actions for certain violations.

Furthermore, the new SCCs apply only to the transfer of personal data outside the EU and not the UK.

Although the European Commission adopted an adequacy decision for the UK on June 28, 2021, allowing the continued flow of personal data from the EU to the UK, this decision will be regularly reviewed going forward and may be revoked if the UK diverges from its current adequate data protection laws following its exit from the EU.

On February 2, 2022, the UK’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the UK (“UK SCCs”), which became effective March 21, 2022.

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.

Further, the European Commission’s adequacy decision regarding the EU-U.S. DPF provides that the EU-U.S. DPF will be subject to future reviews and may be subject to suspension, amendment, repeal, or limitations to its scope by the European Commission.

We may, in addition to other impacts, experience additional costs associated with increased compliance burdens and be required to engage in new contract negotiations with third parties that aid in processing personal data on our behalf or localize certain personal data.

Further, several European data protection authorities have indicated that the use of Google Analytics by European website operators involves the unlawful transfer of personal data to the United States.

As the enforcement landscape further develops,

and depending on the impacts of these rulings and other developments with respect to cross-border data transfer, we could suffer additional costs, complaints and/or regulatory investigations or fines, have to stop using certain tools and vendors, and make other operational changes.

Several other countries, including China, Australia, New Zealand, Brazil, and Japan, have also established specific legal requirements for cross-border data transfers.

There is also an increasing trend towards data localization policies.

For example, China and India have introduced localization requirements for certain data.

Other countries also are considering data localization requirements.

We offer subscriptions for individual products and Industry Collections, [removed: enterprise business arrangements (“EBAs”),] [added: EBAs,] and cloud service offerings (collectively referred to as “subscription plans”).

Our cloud offerings, for example, Autodesk Construction [removed: Cloud,] [added: Cloud (now known as Forma for Construction),] Autodesk Build, Fusion, Flow Production Tracking, [added: Autodesk Forma,] AutoCAD web app, and AutoCAD mobile app, provide tools, including mobile and collaboration capabilities, to streamline design, collaboration, building and manufacturing, and data management processes.

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

[removed: Acquisitions often increase the speed at] which we can deliver product functionality to our customers; however, they entail cost and integration challenges and may, in certain instances, negatively impact our operating margins.

In [removed: the third fiscal quarter of 2025,] [added: connection with our new transaction model,] we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions.

[removed: In this] [added: Our sales incentives to Solution Providers are recorded as operating expenses under the] new transaction [removed: model,] [added: model in which] Solution Providers provide a quote to customers but the actual transaction occurs directly between Autodesk and the customer.

[removed: We] [added: During fiscal 2027, we] expect the change in recognition of sales incentives to indirect channels from contra revenue to operating [removed: costs] [added: 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: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

We also expect our [added: continued] transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections.

[removed: One of our key strategies is to maintain] [added: Our products are built on] an [removed: API based] [added: API-based] architecture [removed: of our software products to facilitate] [added: that enables] third-party [removed: development of] [added: developers and partners to build] complementary [removed: products] and industry-specific [removed: software solutions.][added: applications.]

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

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

We advance these opportunities with industry innovators through [removed: collaboration,] [added: collaboration with our customers and partners, deploying] philanthropic [removed: capital,] [added: capital to changemakers, and providing] software donations, and [removed: training.][added: training to our wider ecosystem.]

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

Additional information about our [removed: environmental, social,] [added: impact] and governance program is available in our annual impact report on our website at www.autodesk.com.

Furthermore, customers are not able to use the desktop applications for [removed: its] [added: their] intended purpose without our cloud functionalities.

Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information [removed: obtained from the management of the acquired companies and are inherently uncertain and unpredictable.][added: determined by management.]

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

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

We recognize the tax benefit for an uncertain tax position when it meets the more [removed: likely than not] [added: likely-than-not] threshold for recognition.

In assessing the need for or release of a valuation allowance, we consider all available evidence including past operating [removed: results and] [added: results,] estimates of future taxable [removed: income.][added: income, carryback potential if permitted under the tax law, and results of recent operations inclusive of tax planning strategies resulting in realization of the deferred tax asset.]

OVERVIEW OF FISCAL [removed: 2025][added: 2026]

- Total net revenue was [removed: $6.13] [added: $7.21] billion during fiscal [removed: 2025,] [added: 2026,] an increase of [removed: 12%] [added: 18%] compared to the prior fiscal year.

- Recurring revenue as a percentage of net revenue was 97% [removed: and 98%] for [added: both] fiscal years ending January 31, [removed: 2025] [added: 2026] and [removed: 2024, respectively.][added: 2025.]

- Net revenue retention rate (“NR3”) was [removed: within] [added: above] the range of 100% and 110%, on a constant currency basis, as of both January 31, [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

- Deferred revenue was [removed: $4.13] [added: $4.69] billion, [removed: a decrease] [added: an increase] of [removed: 3%] [added: 14%] compared to the prior fiscal year.

- Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) (“RPO”) was [removed: $6.94] [added: $8.30] billion, an increase of [removed: 14%] [added: 20%] compared to the fourth quarter in the prior fiscal year.

- Current remaining performance obligations were [removed: $4.46] [added: $5.48] billion, an increase of [removed: 12%] [added: 23%] compared to the prior fiscal year.

During fiscal [removed: 2025,] [added: 2026,] net revenue increased [removed: 12%,] [added: 18%,] as compared to the prior fiscal year, primarily due to [removed: a 12%] [added: an] increase in subscription revenue.

Total revenue from TD Synnex accounted for [added: 14%,] 33%, [removed: 39%,] and [removed: 37%] [added: 39%] of Autodesk’s total net revenue during fiscal [added: 2026,] 2025, [removed: 2024] and [removed: 2023,] [added: 2024,] respectively.

The following table outlines our recurring revenue metric for the fiscal years ended January 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023:][added: 2024:]

| | | | Fiscal Year Ended January 31, [removed: 2025] [added: 2026] | | | | | | Change compared to prior fiscal year end | | | | | | | | | | | | Fiscal Year Ended January 31, [removed: 2024] [added: 2025] | | | | | | Change compared to prior fiscal year end | | | | | | | | | | | | Fiscal Year Ended January 31, [removed: 2023] [added: 2024] | | |

| Recurring Revenue *(in millions)* (1) | | | $ | [removed: 5,974] [added: 7,024] | | | | | $ | [removed: 597] [added: 1,050] | | | | | [removed: 11] [added: 18] | | % | | | | $ | [removed: 5,377] [added: 5,974] | | | | | $ | [removed: 470] [added: 597] | | | | | [removed: 10] [added: 11] | | % | | | | $ | [removed: 4,907] [added: 5,377] | |

| As a percentage of net revenue | | | 97 | | % | | | | N/A | | | | | | N/A | | | | | | [removed: 98] [added: 97] | | % | | | | N/A | | | | | | N/A | | | | | | 98 | | % |

NR3 was [removed: within] [added: above] the range of 100% and 110%, on a constant currency basis, as of both January 31, [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025, in part due to our new transaction model.]

We generate a significant amount of our revenue in the United States, Germany, [removed: Japan,] the United Kingdom, [added: Japan,] and Canada.

| | | | Fiscal Year Ended January 31, [removed: 2025] [added: 2026] | | | | | | | | | | | | | | |

| Net revenue | | | [removed: 12] [added: 18] | | % | | | | [removed: 13] [added: 18] | | % | | | | [removed: Negative] [added: Neutral] | | |

| Total spend | | | [removed: 9] [added: 18] | | % | | | | [removed: 10] [added: 18] | | % | | | | [removed: Positive] [added: Neutral] | | |

RPO represents deferred revenue and contractually stated or committed [removed: orders] [added: contracts] under early renewal and multi-year billing plans for subscription, services, license, and maintenance for which the associated deferred revenue has not yet been recognized.

Acquisitions often increase the speed at

We develop and operate a trusted platform designed to support critical customer workflows and digital transformation across the industries we serve.

The platform provides granular, interoperable, and accessible data through shared and centralized capabilities that support the functionality, performance, usability, security, and scalability of our offerings.

These shared capabilities include Autodesk AI, reflecting nearly a decade of investment in artificial intelligence technologies used to augment, automate, and analyze customer workflows.

Autodesk Platform Services (“APS”) provides technology, infrastructure, and services that support connected workflows across design, make, and operate use cases.

As part of the ongoing development of APS, we are integrating Model Context Protocol (“MCP”) servers to provide a standardized foundation to support AI-enabled integrations and workflow automation for developers and partners.

Our global ecosystem of distributors, resellers, Solution Providers, third-party developers, customers, educators, and learning partners supports the sale, deployment, adoption, and extension of our solutions worldwide.

This ecosystem contributes to the scale, reach, and extensibility of our platform and enables customers to address a broad range of industry-specific and specialized use cases.

training to equip the next generation of innovators.

Autodesk committed to target 1% of annual operating profit for the long-term support of our impact programs, which includes our philanthropic work and our climate commitments.

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 record the excess of consideration transferred over the aggregate fair values as goodwill.

For those tax positions that meet the more likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We maintained distribution relationships in emerging markets.

| Subscription | | | $ | 6,743 | | | | | $ | 1,026 | | | | | 18 | | % | | | | $ | 5,717 | | | | | Increase due to growth in subscriptions from our existing customer base. | | |

| Other | | | 430 | | | | | | 57 | | | | | | 15 | | % | | | | 373 | | | | | | | | |

| | | | $ | 7,206 | | | | | $ | 1,075 | | | | | 18 | | % | | | | $ | 6,131 | | | | | | | |

| Subscription | | | $ | 5,717 | | | | | $ | 601 | | | | | 12 | | % | $ | 5,116 | | | | | Increase due to growth in subscriptions from our existing customer base. | | |

| AECO | | | $ | 3,583 | | | | | $ | 646 | | | | | 22 | | % | | | | $ | 2,937 | | | | | Increase due to growth in revenue from AEC Collections, EBA offerings, and Autodesk Construction Cloud (now known as Forma for Construction). | | |

| M&E | | | 332 | | | | | | 17 | | | | | | 5 | | % | | | | 315 | | | | | | Increase due to lower contra revenue driven by the adoption of the new transaction model and EBA offerings. | | |

| Other | | | 125 | | | | | | 7 | | | | | | 6 | | % | | | | 118 | | | | | | | | |

| | | | $ | 7,206 | | | | | $ | 1,075 | | | | | 18 | | % | | | | $ | 6,131 | | | | | | | |

| Indirect | | | $ | 2,646 | | | | | $ | (922) | | | | | (26) | | % | | | | $ | 3,568 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Direct | | | 4,560 | | | | | | 1,997 | | | | | | 78 | | % | | | | 2,563 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total net revenue | | | $ | 7,206 | | | | | $ | 1,075 | | | | | 18 | | % | | | | $ | 6,131 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 430 | | | | | | 57 | | | | | | 15 | | % | | | | | | | | | | | | | | | | 373 | | | | | | | | |

| Total Net Revenue | | | $ | 7,206 | | | | | $ | 1,075 | | | | | 18 | | % | | | | | | | | | | | | | | | | $ | 6,131 | | | | | | | |

Restructuring, other exit costs, and facility reductions include charges related to the restructuring plans initiated during the fourth fiscal quarter ended January 31, 2026 (“January 2026 Plan”) and during the first fiscal quarter ended April 30, 2025 (“2026 Plan”) to support our initiatives to optimize and complete our go-to-market organization and, at the same time, to reallocate resources to our strategic priorities of investments in cloud, platform and artificial intelligence.

In addition to the culmination of our sales and marketing optimization program, the January 2026 Plan also reallocates resources in certain other functions to accelerate Autodesk’s strategic priorities.

| | | | Fiscal Year Ended January 31, 2026 | | | | | | Change compared to prior fiscal year | | | | | | | | | | | | Fiscal Year Ended January 31, 2025 | | | | | | Management Comments | | |

| Other | | | 90 | | | | | | 10 | | | | | | 13 | | % | | | | 80 | | | | | | Increase primarily due to employee-related costs. | | |

| Amortization of developed technologies | | | 97 | | | | | | 12 | | | | | | 14 | | % | | | | 85 | | | | | | Increase is due to amortization of acquired developed technologies related to acquisitions in fiscal 2025 and an increase in amortization related to capitalized software costs. | | |

| Marketing and sales | | | $ | 2,373 | | | | | $ | 373 | | | | | 19 | | % | | | | $ | 2,000 | | | | | Increase primarily 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 and professional fees. | | |

| General and administrative | | | 693 | | | | | | 43 | | | | | | 7 | | % | | | | 650 | | | | | | Increase primarily due to an increase in charitable contributions to the Autodesk Foundation and employee-related costs partially offset by a decrease in acquisition-related costs. | | |

| Amortization of purchased intangibles | | | 53 | | | | | | 4 | | | | | | 8 | | % | | | | 49 | | | | | | No material change as compared to the prior period. | | |

| Restructuring, other exit costs, and facility reductions | | | 216 | | | | | | 201 | | | | | | 1,340 | | % | | | | 15 | | | | | | The increase is due to the restructuring plans the Company initiated during fiscal 2026. See Part II, Item 8, Note 11 “Restructuring, other exit costs, and facility reductions” for more details. | | |

| Total operating expenses | | | $ | 4,978 | | | | | $ | 779 | | | | | 19 | | % | | | | $ | 4,199 | | | | | | | |

(1)Not meaningful.

In fiscal 2024, we launched the first set of capabilities in Autodesk Forma, an industry cloud that unifies workflows across the teams that design, build, and operate the built environment.

Autodesk Forma’s initial capabilities enable the early-stage planning and design process with automation and 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 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 AECO industry and further support AECO customers throughout the project delivery lifecycle.

In fiscal 2023, we acquired a maker of software for optimizing manufacturing processes with automation and digitization from the shop floor upward that provides a real-time system of record for data collection, management, and analysis.

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

Existing distribution agreements will continue in emerging markets.

We introduced a new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC during fiscal 2023 and 2024.

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.

We are building a trusted, outcome-focused platform for critical customer workflows that enables end-to-end digital transformation for our customers and partners within and between the industries we serve.

We aim to accelerate these customer workloads by providing granular, interoperable and accessible data.

We plan to do this by focusing on building the next generation of technology and services as trusted, shared capabilities.

We aim to centralize critical and duplicative capabilities across key offerings.

These include foundational capabilities to make our offers safer, faster, easier, and globally scalable, as well as capabilities that can accelerate new sources of value for our customers.

One example of these shared capabilities is Autodesk AI.

We have been investing in AI for over a decade.

Our focus is on building AI capabilities that add value to our customers’ workloads through augmentation, automation and analysis.

This approach enables customers and third parties to customize solutions for a wide variety of highly specific uses.

We offer several programs that provide strategic investment funding, technological platforms, user communities, technical support, forums, and events to developers who develop add-on applications for our products.

For example, we have established the Autodesk Platform Services to support innovators that build solutions to facilitate the development of a single connected ecosystem for the future of how things are designed, made, and used.

In addition to the competitive advantages afforded by our technology, our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators, educational institutions, learning partners, and students is a key competitive advantage that has been cultivated over an extensive period.

This network of partners and relationships provides us with a broad and deep reach into volume markets worldwide.

Our distributor, reseller and Solution Provider network is extensive and provides our customers with the resources to purchase, deploy, learn, and support our solutions quickly and easily.

We have a significant number of registered third-party developers who create products that work well with our solutions and extend them to a variety of specialized applications.

The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established and solely funded by us, leads our philanthropic efforts.

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 impact.

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

Any residual purchase price is recorded as goodwill.

As we continually strive to optimize our overall business model, tax planning strategies may become feasible and prudent, allowing us to realize many of the deferred tax assets that are offset by a valuation allowance; therefore, we will continue to evaluate the ability to utilize the deferred tax assets each quarter, both in the U.S. and in foreign jurisdictions, based on all available evidence, both positive and negative.

*Loss Contingencies*.

As described in Part I, Item 3, “Legal Proceedings” and Part II, Item 8, “Financial Statements and Supplementary Data, Note 11, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements, we are periodically involved in various legal claims and proceedings.

We routinely review the status of each significant matter and assess our potential financial exposure.

If the potential loss from any matter is considered probable and the amount can be reasonably estimated, we record a liability for the estimated loss.

Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters.

Due to inherent uncertainties related to these matters, we base our loss accruals on the best information available at the time.

Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded.

As additional information becomes available, we reassess our potential liability and may revise our estimates.

Such revisions could have a material impact on future quarterly or annual results of operations.

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.

As of January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months.

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

| | | | January 31, [removed: 2025] [added: 2026] | | | | | | | | | | | | January 31, [removed: 2024] [added: 2025] | | | | | | | | |

| Purchased | | | $ | [removed: 1,152] [added: 1,743] | | | | | $ | [removed: (20)] [added: 18] | | | | | $ | [removed: 1,430] [added: 1,152] | | | | | $ | [removed: (5)] [added: (20)] | |

| Sold | | | [removed: 1,894] [added: 2,166] | | | | | | [removed: 8] [added: (20)] | | | | | | [removed: 1,789] [added: 1,894] | | | | | | [removed: 11] [added: 8] | | |

| Purchased | | | [removed: 1,269] [added: 1,597] | | | | | | [removed: 24] [added: 12] | | | | | | [removed: 1,048] [added: 1,269] | | | | | | [removed: 8] [added: 24] | | |

| Sold | | | [removed: 1,349] [added: 1,698] | | | | | | [removed: (5)] [added: (13)] | | | | | | [removed: 1,118] [added: 1,349] | | | | | | [removed: (8)] [added: (5)] | | |

A sensitivity analysis performed on our hedging portfolio as of January 31, [removed: 2025,] [added: 2026,] indicated that a hypothetical 10% appreciation of the U.S. dollar from its value at January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] would increase the fair value of our foreign currency contracts by [removed: $209] [added: $159] million and [removed: $121] [added: $209] million, respectively.

A hypothetical 10% depreciation of the dollar from its value at January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] would decrease the fair value of our foreign currency contracts by [removed: $116] [added: $158] million and [removed: $99] [added: $116] million, respectively.

At January 31, [removed: 2025,] [added: 2026,] we had [removed: $1.32] [added: $2.15] billion of cash equivalents and marketable securities, including [removed: $287] [added: $348] million classified as short-term marketable securities and [removed: $267] [added: $376] million classified as long-term marketable securities.

[removed: The PlanGrid] [added: Autodesk] Build [removed: mobile app] delivers field critical project information and collaboration from Autodesk Build to the jobsite.

As part of Autodesk Construction [removed: Cloud,] [added: Cloud (now known as Forma for Construction),] Build connects data originating in design and preconstruction to the construction and operations phase, allowing users to identify, manage and de-risk project decisions.

BuildingConnected is a SaaS preconstruction solution that combines [removed: the largest] [added: a large] real-time, construction network with an easy-to-use tool that helps general contractors and owners streamline subcontractor qualification, and the bid and risk management process.

We have a network of approximately [removed: 1,260] [added: 1,170] resellers and distributors worldwide.

For fiscal [removed: 2025,] [added: 2026,] approximately [removed: 58%] [added: 37%] of our revenue was derived from indirect channel sales through distributors and resellers.

With the continued growth of our online Autodesk branded store and our new transaction model, we are transacting directly with more end customers, rather than through [removed: distributors,] [added: distributors and resellers,] without substantial disruption to our revenue.

The transition to annual billings for multi-year contracts impacted the timing of our billings and cash collections in fiscal [removed: year 2025] [added: 2026] and we expect this impact to continue into fiscal year [removed: 2026.][added: 2027.]

Revenue through our largest distributor, TD Synnex Corporation and its global affiliates (collectively, “TD Synnex”), accounted for [added: 14%,] 33%, [removed: 39%,] and [removed: 37%] [added: 39%] of our net revenue for the fiscal years ended January 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

In [removed: the third fiscal quarter of 2025,] [added: connection with our new transaction model,] we entered into a new distribution agreement with TD Synnex for government business in certain jurisdictions.

No other distributor, reseller, or direct customer accounted for 10% or more of our revenue in fiscal [removed: 2025.][added: 2026.]

We also work directly with [removed: reseller, distributor, and] [added: distributors,] Solution [removed: Provider] [added: Providers and other] partner organizations, computer manufacturers, other software developers, and peripherals manufacturers in cooperative advertising, promotions, and trade-show presentations.

Under our subscription plan, customers can use our software anytime, anywhere, [removed: and] get access to the latest [removed: updates to] [added: updates, and] previous versions through term-based product subscriptions, cloud service offerings, and enterprise business agreements (“EBA”).

In fiscal year [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] we were responsible for 155,000 metric tons of carbon dioxide equivalent emissions across our market-based operational boundary.

Our fiscal [removed: 2025] [added: 2026] Impact Report will be published in fiscal [removed: 2026.][added: 2027.]

Autodesk’s Culture Code defines values and behaviors that support our commitment to being a customer company, where each employee takes responsibility for [removed: understanding our customers’ needs, expectations, and experiences.]

As of January 31, [removed: 2025,] [added: 2026,] we employed approximately [removed: 15,300] [added: 14,300] people, [removed: an increase] [added: a decrease] from approximately [removed: 14,100] [added: 15,300] employees as of the end of fiscal year [removed: 2024.][added: 2025.]

[removed: We also have] comprehensive health and wellness benefits, a generous time off program, an employee stock purchase plan, sabbaticals, retirement plans, financial support programs, financial tools and education, and an employee assistance program.

*Other Revenue:* Consists of revenue from consulting, [added: training] and other products and services, and is recognized as the products are delivered and services are performed.

*Unbilled Deferred Revenue:* Unbilled deferred revenue represents contractually stated or committed [removed: orders] [added: contracts] under early renewal and multi-year billing plans for subscription, services, and maintenance for which the associated deferred revenue has not been recognized.

*•Fusion*

We maintained distribution relationships in emerging markets.

Our competitors and new entrants may also be able to develop and market new technologies that render our existing or future products less competitive.

Disruptive technologies such as machine learning and other AI technologies may significantly alter the market for our products in unpredictable ways and reduce customer demand.

understanding our customers’ needs, expectations, and experiences.

We also have

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

*Product Family:* A grouping of related products or solutions that address specific industry or market needs, customer types, or use cases, or share core underlying technology or deployment models.

Where a customer has a right to use different products over time, Autodesk may classify amounts to a single product family based on the customer’s primary industry or use case, or to product family other, or allocate the amounts across product families using estimates.

*•Fusion (Formerly Fusion 360)*

We introduced the new transaction model for our token-based Flex offering in North America, and certain countries in EMEA, and APAC during fiscal 2023 and 2024.

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.

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

Existing distribution agreements will continue in emerging markets.

For the fiscal years ended January 31, 2025, 2024 and 2023, we acquired companies accounted for as business combinations.

The acquisitions during both fiscal 2024 and 2023 were not individually significant.

The following were significant acquisitions for fiscal year 2025.

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

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

| Date of closing | | | | | | Company | | | | | | Details | | |

| 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. | | |

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

The complaint, which was filed shortly after Autodesk’s announcement of the Internal Investigation, generally [removed: alleges] [added: alleged] that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder.

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

On October 29, [removed: 2024,] [added: 2024] the Court consolidated and stayed the two stockholder derivative actions.

[removed: selling] [added: That complaint generally alleged violations of Section 10(b) of the Exchange Act] and [added: Rule 10b-5, Sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duties,] misappropriation of information, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, also based on similar underlying allegations contained in the purported federal securities class action described above.

The Company cooperated with the SEC and USAO, including by providing certain documents and information.

On August 19, 2025, the SEC notified the Company that it was closing its matter.

On August 21, 2025, the USAO notified the Company that it was closing its matter as well.

L.

On July 18, 2025, the Court granted defendants’ motion to dismiss with leave to amend.

On August 8, 2025, plaintiffs filed an amended complaint, which purported to assert claims under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

Defendants’ motion to dismiss the amended complaint was filed on August 29, 2025.

On January 26, 2026, the Court granted defendants’ motion to dismiss the amended compliant with prejudice.

On February 12, 2026, the Court entered judgment.

Plaintiffs have thirty days from entry of judgment to file a notice of appeal.

The plaintiff in the District of Delaware action filed a notice of voluntary dismissal of the action without prejudice on April 4, 2025, which the Court entered on April 7, 2025.

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

At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter.

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

For the fiscal year ended January 31, [removed: 2025][added: 2026]

Yes [removed: ☐ No] ☒ [added: No ☐]

As of July 31, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately [removed: 215] [added: 213] 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

(based on the closing sale price of such shares on the Nasdaq Global Select Market on July 31, [removed: 2024)] [added: 2025)] was approximately [removed: $53.2] [added: $64.5] billion.

As of February [removed: 28, 2025,] [added: 23, 2026,] the registrant had outstanding [removed: 213] [added: 211] million shares of common stock.

The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2025][added: 2026.]

| Item 1. | | | [removed: [Business](#i269c019f9c744bb896c06eb284701691_16)] [added: [Business](#i0623b3ea2d3c41498468e469edf5e359_16)] | | | [removed: [5](#i269c019f9c744bb896c06eb284701691_16)] [added: [5](#i0623b3ea2d3c41498468e469edf5e359_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i269c019f9c744bb896c06eb284701691_19)] [added: Factors](#i0623b3ea2d3c41498468e469edf5e359_19)] | | | [removed: [16](#i269c019f9c744bb896c06eb284701691_19)] [added: [15](#i0623b3ea2d3c41498468e469edf5e359_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i269c019f9c744bb896c06eb284701691_22)] [added: Comments](#i0623b3ea2d3c41498468e469edf5e359_22)] | | | [removed: [35](#i269c019f9c744bb896c06eb284701691_22)] [added: [35](#i0623b3ea2d3c41498468e469edf5e359_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i269c019f9c744bb896c06eb284701691_25)] [added: [Cybersecurity](#i0623b3ea2d3c41498468e469edf5e359_25)] | | | [removed: [35](#i269c019f9c744bb896c06eb284701691_25)] [added: [36](#i0623b3ea2d3c41498468e469edf5e359_25)] | | |

| Item 2. | | | [removed: [Properties](#i269c019f9c744bb896c06eb284701691_28)] [added: [Properties](#i0623b3ea2d3c41498468e469edf5e359_28)] | | | [removed: [37](#i269c019f9c744bb896c06eb284701691_28)] [added: [36](#i0623b3ea2d3c41498468e469edf5e359_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i269c019f9c744bb896c06eb284701691_31)] [added: Proceedings](#i0623b3ea2d3c41498468e469edf5e359_31)] | | | [removed: [37](#i269c019f9c744bb896c06eb284701691_31)] [added: [36](#i0623b3ea2d3c41498468e469edf5e359_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i269c019f9c744bb896c06eb284701691_34)] [added: Disclosures](#i0623b3ea2d3c41498468e469edf5e359_34)] | | | [removed: [38](#i269c019f9c744bb896c06eb284701691_34)] [added: [37](#i0623b3ea2d3c41498468e469edf5e359_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i269c019f9c744bb896c06eb284701691_40)] [added: Securities](#i0623b3ea2d3c41498468e469edf5e359_40)] | | | [removed: [39](#i269c019f9c744bb896c06eb284701691_40)] [added: [38](#i0623b3ea2d3c41498468e469edf5e359_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i269c019f9c744bb896c06eb284701691_43)] [added: [\[Reserved\]](#i0623b3ea2d3c41498468e469edf5e359_43)] | | | [removed: [41](#i269c019f9c744bb896c06eb284701691_43)] [added: [40](#i0623b3ea2d3c41498468e469edf5e359_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i269c019f9c744bb896c06eb284701691_46)] [added: Operations](#i0623b3ea2d3c41498468e469edf5e359_46)] | | | [removed: [42](#i269c019f9c744bb896c06eb284701691_46)] [added: [41](#i0623b3ea2d3c41498468e469edf5e359_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i269c019f9c744bb896c06eb284701691_94)] [added: Risk](#i0623b3ea2d3c41498468e469edf5e359_94)] | | | [removed: [66](#i269c019f9c744bb896c06eb284701691_94)] [added: [64](#i0623b3ea2d3c41498468e469edf5e359_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i269c019f9c744bb896c06eb284701691_97)] [added: Data](#i0623b3ea2d3c41498468e469edf5e359_97)] | | | [removed: [67](#i269c019f9c744bb896c06eb284701691_97)] [added: [65](#i0623b3ea2d3c41498468e469edf5e359_97)] | | |

| Item 9. | | | [Changes in and [removed: Disagreements](#i269c019f9c744bb896c06eb284701691_238) [w](#i269c019f9c744bb896c06eb284701691_238)[ith] [added: Disagreements with] Accountants on Accounting and Financial [removed: Disclosure](#i269c019f9c744bb896c06eb284701691_238)] [added: Disclosure](#i0623b3ea2d3c41498468e469edf5e359_238)] | | | [removed: [112](#i269c019f9c744bb896c06eb284701691_238)] [added: [107](#i0623b3ea2d3c41498468e469edf5e359_238)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i269c019f9c744bb896c06eb284701691_241)] [added: Procedures](#i0623b3ea2d3c41498468e469edf5e359_241)] | | | [removed: [112](#i269c019f9c744bb896c06eb284701691_241)] [added: [107](#i0623b3ea2d3c41498468e469edf5e359_241)] | | |

| Item 9B. | | | [Other [removed: Information](#i269c019f9c744bb896c06eb284701691_244)] [added: Information](#i0623b3ea2d3c41498468e469edf5e359_244)] | | | [removed: [112](#i269c019f9c744bb896c06eb284701691_244)] [added: [107](#i0623b3ea2d3c41498468e469edf5e359_244)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i269c019f9c744bb896c06eb284701691_250)] [added: Inspections.](#i0623b3ea2d3c41498468e469edf5e359_250)] | | | [removed: [113](#i269c019f9c744bb896c06eb284701691_250)] [added: [107](#i0623b3ea2d3c41498468e469edf5e359_250)] | | |

| [PART [removed: III](#i269c019f9c744bb896c06eb284701691_253)] [added: III](#i0623b3ea2d3c41498468e469edf5e359_253)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i269c019f9c744bb896c06eb284701691_256)] [added: Governance](#i0623b3ea2d3c41498468e469edf5e359_256)] | | | [removed: [114](#i269c019f9c744bb896c06eb284701691_256)] [added: [108](#i0623b3ea2d3c41498468e469edf5e359_256)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i269c019f9c744bb896c06eb284701691_259)] [added: Compensation](#i0623b3ea2d3c41498468e469edf5e359_259)] | | | [removed: [115](#i269c019f9c744bb896c06eb284701691_259)] [added: [109](#i0623b3ea2d3c41498468e469edf5e359_259)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i269c019f9c744bb896c06eb284701691_262)] [added: Matters](#i0623b3ea2d3c41498468e469edf5e359_262)] | | | [removed: [115](#i269c019f9c744bb896c06eb284701691_262)] [added: [109](#i0623b3ea2d3c41498468e469edf5e359_262)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i269c019f9c744bb896c06eb284701691_265)] [added: Independence](#i0623b3ea2d3c41498468e469edf5e359_265)] | | | [removed: [115](#i269c019f9c744bb896c06eb284701691_265)] [added: [109](#i0623b3ea2d3c41498468e469edf5e359_265)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i269c019f9c744bb896c06eb284701691_268)] [added: Services](#i0623b3ea2d3c41498468e469edf5e359_268)] | | | [removed: [115](#i269c019f9c744bb896c06eb284701691_268)] [added: [109](#i0623b3ea2d3c41498468e469edf5e359_268)] | | |

| [PART [removed: IV](#i269c019f9c744bb896c06eb284701691_271)] [added: IV](#i0623b3ea2d3c41498468e469edf5e359_271)] | | | | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i269c019f9c744bb896c06eb284701691_274)] [added: Schedules](#i0623b3ea2d3c41498468e469edf5e359_274)] | | | [removed: [116](#i269c019f9c744bb896c06eb284701691_274)] [added: [110](#i0623b3ea2d3c41498468e469edf5e359_274)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i269c019f9c744bb896c06eb284701691_280)] [added: Summary](#i0623b3ea2d3c41498468e469edf5e359_280)] | | | [removed: [116](#i269c019f9c744bb896c06eb284701691_280)] [added: [110](#i0623b3ea2d3c41498468e469edf5e359_280)] | | |

Forward-looking statements are any statements that look to future events and consist of, among other things, our business [removed: strategies;] [added: strategies including our utilization of and strategy regarding artificial intelligence;] the implementation of new transaction [removed: models;] [added: models and sales and marketing optimization;] 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 [removed: Ukraine;] [added: Ukraine and conflicts in] the [added: Middle East; 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; the impact of restructuring activities; cybersecurity and privacy issues or incidents; the effect of competition; 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.

| [PART I](#i0623b3ea2d3c41498468e469edf5e359_13) | | | | | | | | |

| [PART II](#i0623b3ea2d3c41498468e469edf5e359_37) | | | | | | | | |

| | | | [Signatures](#i0623b3ea2d3c41498468e469edf5e359_286) | | | [113](#i0623b3ea2d3c41498468e469edf5e359_286) | | |

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

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

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

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

The board’s Audit Committee oversees the management of cybersecurity risks relating to financial, accounting, and internal control [removed: matters.]

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 [added: protection initiatives and metrics.]

matters.

We have

protection initiatives and metrics.

We lease approximately [removed: 1,300,000] [added: 1,200,000] square feet of office space in [removed: 87] [added: 85] locations in the United States and internationally through our foreign subsidiaries.

Our San Francisco facilities consist of approximately [removed: 211,000] [added: 140,000] square feet under leases that have expiration dates ranging from June 2026 to [removed: December 2028.][added: June 2031.]

As of January 31, [removed: 2025,] [added: 2026,] the number of common stockholders of record was [removed: 262.][added: 244.]

The following table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, [removed: 2025:][added: 2026:]

At January 31, [removed: 2025, $3.88] [added: 2026, $2.48] billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively.

There were no sales of unregistered securities during the three months ended January 31, [removed: 2025.][added: 2026.]

[removed: ][added: ]

(1)Assumes $100 invested on January 31, [removed: 2020,] [added: 2021,] 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.

| November 1 - November 30 | | | 513 | | | | | | $ | 297.10 | | | | | 513 | | | | | | $7,663 | | |

| December 1 - December 31 | | | 348 | | | | | | 301.94 | | | | | | 348 | | | | | | 7,557 | | |

| January 1 - January 31 | | | 274 | | | | | | 267.60 | | | | | | 274 | | | | | | 7,484 | | |

| Total | | | 1,135 | | | | | | $ | 291.47 | | | | | 1,135 | | | | | | | | |

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 | | | | | | | | |

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

| Subscription | | | $ | [removed: 5,717] [added: 6,743] | | | | | $ | [removed: 5,116] [added: 5,717] | | | | | $ | [removed: 4,651] [added: 5,116] | |

| Maintenance | | | [removed: 41] [added: 33] | | | | | | [removed: 54] [added: 41] | | | | | | [removed: 65] [added: 54] | | |

| Total subscription and maintenance revenue | | | [removed: 5,758] [added: 6,776] | | | | | | [removed: 5,170] [added: 5,758] | | | | | | [removed: 4,716] [added: 5,170] | | |

| Other | | | [removed: 373] [added: 430] | | | | | | [removed: 327] [added: 373] | | | | | | [removed: 289] [added: 327] | | |

| Total net revenue | | | [removed: 6,131] [added: 7,206] | | | | | | [removed: 5,497] [added: 6,131] | | | | | | [removed: 5,005] [added: 5,497] | | |

| Cost of subscription and maintenance revenue | | | [removed: 413] [added: 463] | | | | | | [removed: 381] [added: 413] | | | | | | [removed: 343] [added: 381] | | |

| Cost of other revenue | | | [removed: 80] [added: 90] | | | | | | [removed: 82] [added: 80] | | | | | | [removed: 79] [added: 82] | | |

| Amortization of developed technologies | | | [removed: 85] [added: 97] | | | | | | [removed: 48] [added: 85] | | | | | | [removed: 58] [added: 48] | | |

| Total cost of revenue | | | [removed: 578] [added: 650] | | | | | | [removed: 511] [added: 578] | | | | | | [removed: 480] [added: 511] | | |

| Gross profit | | | [removed: 5,553] [added: 6,556] | | | | | | [removed: 4,986] [added: 5,553] | | | | | | [removed: 4,525] [added: 4,986] | | |

| Marketing and sales | | | [removed: 2,000] [added: 2,373] | | | | | | [removed: 1,823] [added: 2,000] | | | | | | [removed: 1,745] [added: 1,823] | | |

| Research and development | | | [removed: 1,485] [added: 1,643] | | | | | | [removed: 1,373] [added: 1,485] | | | | | | [removed: 1,219] [added: 1,373] | | |

| General and administrative | | | [removed: 650] [added: 693] | | | | | | [removed: 620] [added: 650] | | | | | | [removed: 532] [added: 620] | | |

| Amortization of purchased intangibles | | | [removed: 49] [added: 53] | | | | | | [removed: 42] [added: 49] | | | | | | [removed: 40] [added: 42] | | |

[removed: |] Restructuring, other exit costs, and facility [removed: reductions | | | 15 | | | | | | — | | | | | | — | | |][added: reductions]

| Total operating expenses | | | [removed: 4,199] [added: 4,978] | | | | | | [removed: 3,858] [added: 4,199] | | | | | | [removed: 3,536] [added: 3,858] | | |

| Income from operations | | | [removed: 1,354] [added: 1,578] | | | | | | [removed: 1,128] [added: 1,354] | | | | | | [removed: 989] [added: 1,128] | | |

| Interest and other [removed: income (expense),] [added: (income) expense,] net | | | [removed: 30] [added: (25)] | | | | | | [removed: 8] [added: (30)] | | | | | | [removed: (43)] [added: (8)] | | |

| Income before income taxes | | | [removed: 1,384] [added: 1,603] | | | | | | [removed: 1,136] [added: 1,384] | | | | | | [removed: 946] [added: 1,136] | | |

| Provision for income taxes | | | [removed: (272)] [added: (479)] | | | | | | [removed: (230)] [added: (272)] | | | | | | [removed: (123)] [added: (230)] | | |

| Net income | | | $ | [removed: 1,112] [added: 1,124] | | | | | $ | [removed: 906] [added: 1,112] | | | | | $ | [removed: 823] [added: 906] | |

| Basic net income per share | | | $ | [removed: 5.17] [added: 5.28] | | | | | $ | [removed: 4.23] [added: 5.17] | | | | | $ | [removed: 3.81] [added: 4.23] | |

| Diluted net income per share | | | $ | [removed: 5.12] [added: 5.23] | | | | | $ | [removed: 4.19] [added: 5.12] | | | | | $ | [removed: 3.78] [added: 4.19] | |

| Weighted average shares used in computing basic net income per share | | | [removed: 215] [added: 213] | | | | | | [removed: 214] [added: 215] | | | | | | [removed: 216] [added: 214] | | |

| Weighted average shares used in computing diluted net income per share | | | [removed: 217] [added: 215] | | | | | | [removed: 216] [added: 217] | | | | | | [removed: 218] [added: 216] | | |

| [added: 2026] | | | [removed: 2025] | | | [added: 2025] | | | [removed: 2024] | | | [added: 2024] | | | [removed: 2023] | | |

| Net [removed: gain] (loss) [added: gain] on derivative instruments (net of tax effect of [added: $5,] $2, [removed: $6,] and [removed: $(7))] [added: $6)] | | | [removed: 1] [added: (41)] | | | | | | [removed: (41)] [added: 1] | | | | | | [removed: 40] [added: (41)] | | |

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

| Change in defined benefit pension items (net of tax effect of zero, [removed: $1,] [added: zero,] and $1) | | | [removed: (1)] [added: (2)] | | | | | | [removed: (5)] [added: (1)] | | | | | | [removed: (3)] [added: (5)] | | |

| Net change in cumulative foreign currency translation [removed: loss] [added: gain (loss)] (net of tax effect of $(1), [removed: $4,] [added: $(1),] and [removed: zero)] [added: $4)] | | | [removed: (51)] [added: 94] | | | | | | [removed: (5)] [added: (51)] | | | | | | [removed: (98)] [added: (5)] | | |

| Total other comprehensive [removed: loss] [added: gain (loss)] | | | [removed: (51)] [added: 53] | | | | | | [removed: (49)] [added: (51)] | | | | | | [removed: (61)] [added: (49)] | | |

| Total comprehensive income | | | $ | [removed: 1,061] [added: 1,177] | | | | | $ | [removed: 857] [added: 1,061] | | | | | $ | [removed: 762] [added: 857] | |

| | | | [removed: January 31, 2025] [added: 2026] | | | | | | [added: 2025 | | | | | | 2024 | | | | | |] January 31, [removed: 2024] [added: 2026] | | |

| Cash and cash equivalents | | | $ | [removed: 1,599] [added: 2,249] | | | | | $ | [removed: 1,892] [added: 1,599] | |

| Marketable securities | | | [removed: 287] [added: 348] | | | | | | [removed: 354] [added: 287] | | |

| Accounts receivable, net | | | [removed: 1,008] [added: 1,439] | | | | | | [removed: 876] [added: 1,008] | | |

| Prepaid expenses and other current assets | | | [removed: 588] [added: 906] | | | | | | [removed: 457] [added: 588] | | |

| Total current assets | | | [removed: 3,482] [added: 4,942] | | | | | | [removed: 3,579] [added: 3,482] | | |

| Long-term marketable securities | | | [removed: 267] [added: 376] | | | | | | [removed: 234] [added: 267] | | |

| Restructuring, other exit costs, and facility reductions | | | 216 | | | | | | 15 | | | | | | — | | |

| Net income | | | $ | 1,124 | | | | | $ | 1,112 | | | | | $ | 906 | |

| Net income | | | $ | 1,124 | | | | | $ | 1,112 | | | | | $ | 906 | |

| Restructuring-related asset impairments | | | 19 | | | | | | 15 | | | | | | — | | |

| Purchases of strategic investments (1) | | | (216) | | | | | | (22) | | | | | | (27) | | |

| Proceeds from debt, net of discount | | | 499 | | | | | | — | | | | | | — | | |

| Other financing activities | | | (6) | | | | | | — | | | | | | — | | |

(1) “Purchases of strategic investments” were previously presented in “Other investing activities”.

Prior period amounts have been reclassified to conform to the current period presentation.

This presentation change did not have any impact to “Net cash used in investing activities”.

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

| Balances, January 31, 2026 | | | 212 | | | | | | $ | 4,709 | | | | | $ | (232) | | | | | $ | (1,432) | | | | | $ | 3,045 | |

Maintenance revenue consists of renewal fees for existing agreements.

For standalone maintenance subscriptions and cloud subscriptions, the performance obligation is

The liabilities associated with the commission costs are included in “Accounts payable”, “Accrued compensation”, and “Long-term other liabilities,” in the accompanying Consolidated Balance Sheets.

The liabilities associated with the commission costs were $550 million and $282 million as of January 31, 2026, and January 31, 2025, respectively.

We measure certain financial instruments at fair value on a recurring basis, including marketable securities and derivative instruments.

We use a three-level hierarchy to prioritize the inputs used in measuring fair value.

Level 2 inputs are observable inputs other than quoted prices, such as interest rates and yield curves.

Level 3 inputs are unobservable and reflect our own assumptions.

We did not have any material Level 3 instruments as of the reporting date.

and credit default rates.

and Singapore dollars.

*Allowance for Credit Loss*

*Partner Incentive Program Reserves*

The following table summarizes the changes in partner incentive program reserves for the fiscal years ended January 31, 2026, 2025, and 2024:

| Balance at beginning of fiscal year | | | $ | 74 | | | | | $ | 103 | | | | | $ | 90 | |

| Additions charged to costs and expenses or revenues | | | 91 | | | | | | 91 | | | | | | 91 | | |

| Additions charged to deferred revenue | | | 696 | | | | | | 908 | | | | | | 980 | | |

| Deductions | | | 770 | | | | | | 1,028 | | | | | | 1,058 | | |

| Balances at end of fiscal year (1) | | | $ | 91 | | | | | $ | 74 | | | | | $ | 103 | |

(1)The partner program incentive reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated Balance Sheets.

Autodesk provided the new disclosures required by ASU 2023-09 beginning with its annual financial statements for the fiscal year ending January 31, 2026.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)” (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40.

ASU 2025-06 eliminates accounting consideration of software development “stages”.

Cost capitalization will now begin solely when (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software used to perform its intended function (the probable-to-complete threshold).

In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

ASU 2025-06 specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

The amendments in ASU 2205-06 supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40.

Early adoption is permitted.

(In millions)

| Fair value of common stock issued related to business combination (See Note 6) | | | $ | — | | | | | $ | — | | | | | $ | 10 | |

| Balances, January 31, 2022 | | | 218 | | | | | | $ | 2,923 | | | | | $ | (124) | | | | | $ | (1,950) | | | | | $ | 849 | |

| Settlement of liability-classified restricted common shares | | | — | | | | | | 11 | | | | | | — | | | | | | — | | | | | | 11 | | |

| Shares issued as consideration for business combination | | | — | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 10 | | |

*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 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.

(1)Long-lived assets exclude deferred tax assets, marketable securities, goodwill, and intangible assets.

Maintenance revenue consists of renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license.

Under our maintenance plan, customers are eligible to receive unspecified upgrades, when and if available, and technical support.

Judgment is required to determine whether our distributors and resellers have the ability to honor their commitment to pay, regardless of whether they collect payment from their customers.

If we were to change this assessment, it could cause a material increase or decrease in the amount of revenue that we report in a particular period.

Sales commissions earned by our internal sales personnel and our solution providers are considered incremental and recoverable costs of obtaining a contract with a customer.

In determining the fair value of our investments, we are sometimes required to use various alternative valuation techniques.

Inputs to valuation techniques are either observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.

These two types of inputs have created the following fair value hierarchy:

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 - Unobservable inputs for which there is little or no market data, which require Autodesk to develop its own assumptions.

This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value.

This is generally true for our cash and cash equivalents and the majority of our marketable securities, which we consider to be Level 1 and Level 2 assets.

It is Autodesk’s assessment that the leveling best reflects current market activity when observing the pricing information for these assets.

market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted).

Marketable securities are stated at fair value.

The carrying value is not adjusted for the Company’s strategic investments in equity securities if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment, as discussed below.

The fair value would then be adjusted positively or negatively based on available information such as pricing in recent rounds of financing.

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

In determining the estimated fair value of its strategic investments, the Company utilizes the most recent data available to the Company.

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

difference between the amortized cost basis and the fair value.

For Autodesk’s quarterly impairment assessment of privately held debt and equity securities strategic investment portfolio, 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.

For additional information, see “Concentration of Credit Risk” within this Note 1, “Business and Summary of Significant Accounting Policies” and Note 3, “Financial Instruments.”

The bank counterparties to the derivative contracts potentially expose Autodesk to credit-related losses in the event of their nonperformance.

However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company’s minimum requirements under its counterparty risk assessment process.

Autodesk monitors counterparty risk on at least a quarterly basis and will adjust its exposure to various counterparties as necessary.

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: 2025.][added: 2026.]

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, [removed: 2025.][added: 2026.]

Our management has concluded that, as of January 31, [removed: 2025,] [added: 2026,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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: 2025,] [added: 2026,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During our [removed: last] fiscal [removed: quarter, the following director(s) and officer(s),] [added: quarter ended January 31, 2026, no officers or directors,] as defined in Rule 16a-1(f), adopted [added: and/or terminated] a “Rule 10b5-1 trading arrangement” [added: or a "non-10b5-1 trading arrangement”] as defined in Regulation S-K Item [removed: 408, as follows:][added: 408.]

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 8,170 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until December 4, 2026, or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a "non-10b5-1 trading arrangement” or a "non-10b5-1 trading arrangement” as defined in Regulation S-K Item 408, during the last fiscal quarter.

The following sets forth certain information as of March [removed: 6, 2025,] [added: 3, 2026,] regarding our executive officers.

| Andrew Anagnost | | | [removed: 60] [added: 61] | | | | | | President and Chief Executive Officer | | |

| Janesh Moorjani | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Steve M. Blum | | | [removed: 60] [added: 61] | | | | | | Executive Vice President and Chief Operating Officer | | |

| Ruth Ann Keene | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Corporate Affairs, Chief Legal Officer & Corporate Secretary | | |

| Rebecca Pearce | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Chief People Officer | | |

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

Schedule II Valuation and Qualifying Accounts

Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

3.*Exhibits*: See Item 15(b) below.

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

(b) Exhibits:

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

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

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

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

3.*Exhibits*: See Item 15(b) below.

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

(b) Exhibits:

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

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

SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS

(in millions)

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

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

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

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

| Fiscal Year Ended January 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Partner program reserves (1) | | | $ | 103 | | | | | $ | 91 | | | | | $ | 908 | | | | | $ | 1,028 | | | | | $ | 74 | |

| Fiscal Year Ended January 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Partner program reserves (1) | | | 90 | | | | | | 91 | | | | | | 980 | | | | | | 1,058 | | | | | | 103 | | |

| Fiscal Year Ended January 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Partner Program reserves (1) | | | 64 | | | | | | 67 | | | | | | 861 | | | | | | 902 | | | | | | 90 | | |

____________________

(1)The partner program reserves balance impacts "Accounts receivable, net" and "Accounts payable" on the accompanying Consolidated Balance Sheets.

| [removed: 4.6] [added: 4.7] | | | [Description of Registrant's Capital Stock](https://www.sec.gov/Archives/edgar/data/769397/000076939720000013/ex46autodesk-descripti.htm) | | | | | | 10-K | | | 000-14338 | | | 4.6 | | | 3/19/2020 | | |

| 10.19* | | | [Registrant Amended and Restated Severance Plan and Summary Plan Description [removed: dated March 25, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000017/exh991severanceplan.htm)] [added: dated](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm) [Se](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)[p](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)[tember 2](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)[4, 202](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)[5](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)[](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/autodesk-secondamendedandr.htm)] | | | [added: X] | | | [removed: 10-Q] | | | [removed: 000-14338] | | | [removed: 10.2] | | | [removed: 6/3/2021] | | |

| 10.22 | | | [Autodesk, Inc. 2022 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/769397/000076939722000079/exhibit101autodeskinc2022e.htm)] [added: Plan As Amended and Restated](https://www.sec.gov/Archives/edgar/data/769397/000076939725000075/autodeskinc2022equityincen.htm)] | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | [removed: 06/21/2022] [added: 06/20/2025] | | |

| 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: 10-K] [added: 10-Q] | | | 000-14338 | | | [removed: 10.23] [added: 10.1] | | | [removed: 06/10/2024] [added: 05/29/2025] | | |

| 10.27 | | | [Janesh Moorjani Offer Letter dated November 18, 2024](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/cfoofferletterfinal-janesh.htm) | | | [removed: X] | | | [added: 10-K] | | | [added: 000-14338] | | | [added: 10.27] | | | [added: 03/06/2025] | | |

| 21.1 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/adsk01312026ex211.htm)] | | | X | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939725000019/adsk01312025ex231.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/adsk01312026ex231.htm)] | | | X | | | | | | | | | | | | | | |

| 24.1 | | | [Power of Attorney (contained in the signature page to this Annual Report on Form [removed: 10-K)](#i269c019f9c744bb896c06eb284701691_289)] [added: 10-K)](#i0623b3ea2d3c41498468e469edf5e359_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/769397/000076939725000019/adsk01312025ex311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/adsk01312026ex311.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/769397/000076939725000019/adsk01312025ex312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/adsk01312026ex312.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/769397/000076939725000019/adsk01312025ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/769397/000076939726000015/adsk01312026ex321.htm)] | | | X | | | | | | | | | | | | | | |

| Dated: | | | March [removed: 6, 2025] [added: 3, 2026] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of March [removed: 6, 2025.][added: 3, 2026.]

| 4.6 | | | [Sixth Supplemental Indenture, dated June 6, 2025, by and between Autodesk, Inc. and U.S. Bank Trust Company, National Association, including Form of Note for Autodesk, Inc.’s 5.300% Notes due 2035](https://www.sec.gov/Archives/edgar/data/769397/000119312525137060/d910339dex41.htm) | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 06/06/2025 | | |

| 10.30 | | | [Agreement, dated April 23, 2025, between the Company, Starboard Value and Opportunity Master Fund Ltd and the entities and natural person listed on the signature pages attached thereto](https://www.sec.gov/Archives/edgar/data/769397/000076939725000051/adsk-starboardsettlementag.htm). | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 04/24/2025 | | |

| 10.31 | | | [Credit Agreement, dated May 8, 2025, by and among Autodesk, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/769397/000076939725000071/adsk-globalrsuagreementx20.htm). | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 05/29/2025 | | |

Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company will furnish a copy of any omitted exhibit to the Securities and Exchange Commission upon request.

The Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits so furnished.

| /s/ JEFF EPSTEIN | | | | | | Director | | |

| Jeff Epstein | | | | | | | | |

| /s/ A. CHRISTINE SIMONS | | | | | | Director | | |

| A. Christine Simons | | | | | | | | |

| 10.18* | | | [Deborah Clifford Offer Letter dated February 12, 2021](https://www.sec.gov/Archives/edgar/data/769397/000076939721000034/exh101cfoofferletterfinal.htm) | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 6/3/2021 | | |

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

| /s/ STEPHEN W. HOPE | | | | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |

| Stephen W. Hope | | | | | | | | |

| /s/ REID FRENCH | | | | | | Director | | |

| Reid French | | | | | | | | |

| /s/ MARY T. MCDOWELL | | | | | | Director | | |

| Mary T. McDowell | | | | | | | | |

| /s/ LORRIE M. NORRINGTON | | | | | | Director | | |

| Lorrie M. Norrington | | | | | | | | |

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

| Elizabeth Rafael | | | | | | | | |