Autodesk, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On June 3, 2025, Autodesk, Inc. (“Autodesk” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule II thereto (the “Underwriters”), relating to the issuance and sale by the Company of $500 million aggregate principal amount of 5.300% Notes due 2035 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The Notes were issued and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-287650), including the prospectus contained therein (the “Base Prospectus”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated June 3, 2025, a related final prospectus supplement dated June 3, 2025 (together with the Base Prospectus, the “Prospectus”), and a free writing prospectus dated June 3, 2025. The Notes are governed pursuant to an indenture, dated December 13, 2012 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as supplemented by a sixth supplemental indenture, dated as of June 6, 2025 (the “Supplemental Indenture” and referred to together with the Base Indenture as the “Indenture”). Autodesk intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of other indebtedness. Interest on the Notes accrues annually at a rate of 5.300% and is payable in each case semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2025. Autodesk may be required to offer to repurchase the Notes upon a change in control and contemporaneous downgrades of the Notes below investment grade ratings, and it may also elect to redeem the Notes in whole or in part at any time, on the prices and on the terms further specified in the Indenture. The Indenture contains limited affirmative and negative covenants of Autodesk. The negative covenants restrict the ability of Autodesk and certain of its subsidiaries to incur liens on principal property (as defined in the Indenture); to engage in sale and lease-back transactions with respect to any principal property; and the ability of Autodesk to consolidate, merge or sell all or substantially all of its assets. Events of default under the Indenture include a failure to make payments, non-performance of affirmative and negative covenants, and the occurrence of bankruptcy and insolvency-related events. Autodesk’s obligations may be accelerated upon an event of default, in which case the entire principal amount of the Notes would become immediately due and payable. The foregoing description of certain terms of the Underwriting Agreement and Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2012, and the Underwriting Agreement, Supplemental Indenture and related form of the Notes which are filed with this report as Exhibits 1.1, 4.1 and 4.2, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 8.01. Other Events. Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to Autodesk, has issued an opinion to Autodesk dated June 6, 2025 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto.