Autodesk (ADSK)

Condensed Consolidated Balance Sheets as of July 31, 2026 and January 31, 2026 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2026 and 2025 7 Notes to Condensed Consolidated Financial Statements 8 Item 2.Management s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3.Quantitative and Qualitative Disclosures About Market Risk 43 Item 4.Controls and Procedures 44 PART II. OTHER INFORMATION Item 1.Legal Proceedings 45 Item 1A.Risk Factors 45 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 64 Item 3.Defaults Upon Senior Securities 65 Item 4.Mine Safety Disclosures 65 Item 5.Other Information 65 Item 6.Exhibits 66 Signatures 67 PART I. FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS AUTODESK, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited) Three Months Ended July 31,Six Months Ended July 31, 2026202520262025 Net revenue: Subscription (1)$1,952 $1,667 $3,788 $3,207 Other94 96 192 189 Total net revenue2,046 1,763 3,980 3,396 Cost of revenue: Cost of subscription revenue (1)130 114 259 225 Cost of other revenue22 22 43 46 Amortization of developed technologies24 23 49 48 Total cost of revenue176 159 351 319 Gross profit1,870 1,604 3,629 3,077 Operating expenses: Marketing and sales616 559 1,209 1,125 Research and development464 413 885 807 General and administrative179 168 341 330 Amortization of purchased intangibles 13 14 25 27 Restructuring, other exit costs, and facility reductions(1)6 29 111 Total operating expenses1,271 1,160 2,489 2,400 Income from operations599 444 1,140 677 Interest and other income (expense), net(6)12 52 13 Income before income taxes593 456 1,192 690 Provision for income taxes(101)(143)(209)(225) Net income $492 $313 $983 $465 Basic net income per share$2.34 $1.47 $4.66 $2.17 Diluted net income per share$2.33 $1.46 $4.64 $2.15 Weighted average shares used in computing basic net income per share210 213 211 214 Weighted average shares used in computing diluted net income per share211 215 212 216 ____________________ (1) During fiscal year 2027, the Company began classifying maintenance revenue within Subscription revenue . Prior period amounts have been reclassified to conform to the current period presentation. The reclassification did not impact total net revenue. See accompanying Notes to Condensed Consolidated Financial Statements. 4 AUTODESK, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) (Unaudited) Three Months Ended July 31,Six Months Ended July 31, 2026202520262025 Net income $492 $313 $983 $465 Other comprehensive income (loss), net of reclassifications: Net gain (loss) on derivative instruments (net of tax effect of $(1) , $1, $(2), and $3, respectively) 14 (6)24 (29) Change in net unrealized gain on available-for-sale debt securities (net of tax effect of zero, zero, $(6), and zero, respectively) (1) 1 Change in defined benefit pension items (net of tax effect of zero for all periods presented) 1 Net change in cumulative foreign currency translation (loss) gain (net of tax effect of $(1), $(2), $(2), and $(5), respectively) (12) (25)58 Total other comprehensive income (loss) 1 (6)(1)31 Total comprehensive income (loss)$493 $307 $982 $496 See accompanying Notes to Condensed Consolidated Financial Statements. 5 AUTODESK, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited) July 31, 2026January 31, 2026 ASSETS Current assets: Cash and cash equivalents$4,098 $2,249 Marketable securities57 348 Accounts receivable, net684 1,439 831 906 Total current assets5,670 4,942 Long-term marketable securities202 376 Computer equipment, software, furniture and leasehold improvements, net124 121 Operating lease right-of-use assets145 157 Intangible assets, net423 467 Goodwill4,331 4,295 Deferred income taxes, net808 842 Long-term other assets1,280 1,267 Total assets$12,983 $12,467 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable$457 $422 Accrued compensation354 659 Accrued income taxes63 54 Deferred revenue4,036 4,406 994 Current portion of long-term notes payable, net499 Operating lease liabilities52 52 Other accrued liabilities173 215 Total current liabilities6,628 5,808 Long-term deferred revenue222 287 Long-term operating lease liabilities175 199 Long-term income taxes payable203 181 Long-term deferred income taxes 53 40 Long-term notes payable, net1,985 2,483 Long-term other liabilities334 424 Stockholders equity: 4,846 4,709 Accumulated other comprehensive loss(233)(232) Accumulated deficit(1,230)(1,432) Total stockholders equity 3,383 3,045 Total liabilities and stockholders equity $12,983 $12,467 See accompanying Notes to Condensed Consolidated Financial Statements. 6 AUTODESK, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Six Months Ended July 31, 20262025 Operating activities: Net income $983 $465 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion101 95 Stock-based compensation expense339 421 Amortization of costs to obtain a contract with a customer347 219 Deferred income taxes40 153 17 Other operating activities(32)(20) Changes in operating assets and liabilities, net of business combinations: Accounts receivable753 476 Prepaid expenses and other assets (253)(539) Accounts payable and other liabilities (408)17 Deferred revenue(434)(287) Accrued income taxes32 7 Net cash provided by operating activities 1,468 1,024 Investing activities: Purchases of marketable securities(222)(309) Sales and maturities of marketable securities686 353 (31)(17) Purchases of intangible assets(16)(14) Business combinations, net of cash acquired(55) Purchases of strategic investments (1)(10)(5) Other investing activities29 Net cash provided by investing activities381 8 Financing activities: Proceeds from issuance of common stock, net of issuance costs76 75 Taxes paid related to net share settlement of equity awards (157)(190) Repurchases of common stock(901)(712) 993 499 Repayment of debt (300) (7)(6) Net cash provided by (used in) financing activities4 (634) Effect of exchange rate changes on cash and cash equivalents(4)6 Net increase in cash and cash equivalents1,849 404 Cash and cash equivalents at beginning of period2,249 1,599 Cash and cash equivalents at end of period$4,098 $2,003 Six Months Ended July 31, 2026202520262025 Net revenue by product family: Architecture, Engineering, Construction and Operations$1,029 $878 $1,999 $1,687 AutoCAD and AutoCAD LT 500 440 974 851 Manufacturing385 334 752 643 Media and Entertainment92 80 178 156 Other 40 31 77 59 Total net revenue$2,046 $1,763 $3,980 $3,396 Net revenue by geographic area: Americas U.S.$727 $629 $1,409 $1,214 Other Americas171 157 333 297 Total Americas898 786 1,742 1,511 Europe, Middle East and Africa804 675 1,565 1,302 Asia Pacific344 302 673 583 Total net revenue$2,046 $1,763 $3,980 $3,396 Net revenue by product type: Design$1,708 $1,472 $3,320 $2,833 Make244 194 468 373 Other94 97 192 190 Total net revenue$2,046 $1,763 $3,980 $3,396 Gross Unrealized GainsGross Unrealized LossesFair Value$280 $ $ $280 83 83 160 160 30 30 11 11 12 12 4 4 58 58 37 37 81 (1)80 24 24 3 3 146 146 $929 $ $(1)$928 Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value$1,107 $ $ $1,107 163 163 54 54 96 96 1 1 155 155 66 66 67 67 25 25 16 16 19 19 156 1 157 85 85 83 83 23 23 28 28 117 20 137 $2,261 $21 $ $2,282 Due within 1 year$45 Due after 1 year through 5 years197 Due after 5 years through 10 years14 Due after 10 years3 Total $259 As of both July 31, 2026, and January 31, 2026, Autodesk had no material unrealized losses, individually and in the aggregate, for marketable debt securities that are in a continuous unrealized loss position for greater than 12 months. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the six months ended July 31, 2026. 11 Autodesk monitors all marketable debt securities for potential credit losses by reviewing indicators such as, but not limited to, current credit rating, change in credit rating, credit outlook, and default risk. There were no allowances for credit losses as of both July 31, 2026, and January 31, 2026. There were no write offs of accrued interest receivables for both the six months ended July 31, 2026 and 2025. There were no material realized gains or losses for the sales or redemptions of marketable debt securities during both the three and six months ended July 31, 2026 and 2025. Realized gains and losses from the sales or redemptions of marketable debt securities are recorded in Interest and other income (expense), net on the Company's Condensed Consolidated Statements of Operations. Strategic investments in equity securities As of July 31, 2026, and January 31, 2026, Autodesk had $392 million and $346 million in direct investments in privately held companies, respectively, recorded in Long-term other assets in the Condensed Consolidated Balance Sheets. These strategic investments in equity securities do not have readily determined fair values, and Autodesk uses the measurement alternative to account for the adjustment to these investments in a given quarter. If Autodesk determines that an impairment has occurred, Autodesk writes down the investment to its fair value. These strategic investments in equity securities are generally subject to a security-specific restriction which limits the sale or transfer of the respective equity security during the holding period. Adjustments to the carrying value of our strategic investment equity securities with no readily determined fair values measured using the measurement alternative are included in Interest and other income (expense), net on the Company's Condensed Consolidated Statements of Operations. These adjustments were as follows:Cumulative Amount as of 2025July 31, 2026$60 $ $89 (15)(1)(155)$45 $(1)$(66) Level 2Level 3Total Assets:280 $ $ $280 83 83 U.S. government securities160 160 30 30 Corporate debt securities11 11 12 12 4 4 Long-term58 58 Asset-backed securities37 37 U.S. government securities80 80 Agency mortgage-backed securities24 24 3 3 Long-term other assets: 146 Derivative assets:24 24 Derivative liabilities:(25) (25) Total426 $501 $ $927 ____________________ (1)Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities. (2)Primarily consists of agency mortgage backed securities. (3)Primarily consists of agency commercial mortgage obligations. (4)Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans with a corresponding deferred compensation liability. Included in Prepaid expenses and other current assets , Long-term other assets , Accrued compensation , and Long-term other liabilities, in the accompanying Condensed Consolidated Balance Sheets. (5)Included in Prepaid expenses and other current assets or Long-term other assets in the accompanying Condensed Consolidated Balance Sheets. (6)Included in Other accrued liabilities in the accompanying Condensed Consolidated Balance Sheets. 13 January 31, 2026 Level 1Level 2Level 3Total Assets: Cash equivalents (1): Money market funds$1,107 $ $ $1,107 Commercial paper 163 163 Certificates of deposit 54 54 U.S government securities 96 96 1 1 Marketable securities: Short-term Commercial paper 155 155 Corporate debt securities 66 66 U.S government securities 67 67 Asset-backed securities 25 25 Certificates of deposit 16 16 19 19 Long-term Corporate debt securities 157 157 Asset backed securities 85 85 U.S. government securities 83 83 Agency mortgage-backed securities 23 23 28 28 Long-term other assets: Mutual funds (5) 137 137 Derivative assets: Derivative contract assets (6) 26 26 Derivative liabilities: Derivative contract liabilities (7) (28) (28) Total$1,244 $1,036 $ $2,280 ____________________ (1)Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets. These investments are classified as debt securities. (2)Consists primarily of corporate debt securities. (3)Consists primarily of agency mortgage-backed securities and agency discount notes. (4)Consists primarily of agency bonds and sovereign government bonds. (5)Investments in debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans with a corresponding deferred compensation liability. Included in Prepaid expenses and other current assets , Long-term other assets , Accrued compensation , and Long-term other liabilities, in the accompanying Condensed Consolidated Balance Sheets. (6)Included in Prepaid expenses and other current assets, or Long-term other assets, in the accompanying Condensed Consolidated Balance Sheets. (7)Included in Other accrued liabilities in the accompanying Condensed Consolidated Balance Sheets. 14 6. Equity Compensation Restricted Stock Units A summary of restricted stock activity for the six months ended July 31, 2026, is as follows: Unvested restricted stock unitsWeighted average grant date fair value per share (in thousands) Unvested restricted stock units at January 31, 20264,477 $255.39 Granted2,996 224.41 Vested(1,854)249.15 Canceled/Forfeited(238)248.48 Performance Adjustment (1)32 289.05 Unvested restricted stock units at July 31, 2026 5,413 $240.27 _______________ (1)Based on Autodesk's financial results and relative total stockholder return for the fiscal 2026 performance period. The performance stock units were attained at rates ranging from 103% to 126% of the target award. The fair value of the shares vested during the six months ended July 31, 2026 and 2025, was $453 million and $580 million, respectively. During the six months ended July 31, 2026, Autodesk granted 3 million restricted stock units. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. Autodesk recorded stock-based compensation expense related to restricted stock units of $149 million and $158 million during the three months ended July 31, 2026 and 2025, respectively. Autodesk recorded stock-based compensation expense related to restricted stock units of $276 million and $298 million during the six months ended July 31, 2026 and 2025, respectively. During the six months ended July 31, 2026, Autodesk granted 350 thousand performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated performance period. The performance criteria for the performance stock units are based on the achievement of specified performance goals adopted by the Compensation and Human Resource Committee and total stockholder return compared against companies in the S&P North American Technology Software Index with a market capitalization over $2.0 billion ( Relative TSR ). The fair value of the performance stock units is expensed using the accelerated attribution method over the three-year vesting period and the performance stock units have the following vesting schedule: Up to one third of the performance stock units may vest following year one, depending upon the achievement of the performance criteria for fiscal 2027 as well as one-year Relative TSR (covering year one) or vest following year three depending upon the achievement of the performance criteria for fiscal 2027 as well as a 3-year Relative TSR (covering years one, two and three). Up to one third of the performance stock units may vest following year two, depending upon the achievement of the performance criteria for fiscal 2028 as well as 2-year Relative TSR (covering years one and two) or vest following year three depending upon the achievement of the performance criteria for fiscal 2028 as well as a 3-year Relative TSR (covering years one, two and three). Up to one third of the performance stock units may vest following year three, depending upon the achievement of the performance criteria for fiscal 2029 as well as 3-year Relative TSR (covering years one, two and three) or vest following year three depending upon the achievement of the performance criteria for fiscal 2029 as well as a 3-year Relative TSR (covering years one, two and three). Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. 15 Autodesk recorded stock-based compensation expense related to performance stock units of $16 million and $18 million for the three months ended July 31, 2026 and 2025, respectively. Autodesk recorded stock-based compensation expense related to performance stock units of $31 million and $39 million for the six months ended July 31, 2026 and 2025, respectively. 1998 Employee Qualified Stock Purchase Plan ( ESPP ) Under Autodesk s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period. A summary of the ESPP activity for the six months ended July 31, 2026 and 2025, is as follows: 2025372 343 $203.49 $218.20 $73.20 $76.56 Six Months Ended July 31, 2026202520262025 Cost of subscription revenue $10 $11 $19 $22 Cost of other revenue 4 4 7 8 Marketing and sales58 66 107 163 Research and development87 84 160 173 General and administrative25 26 46 55 Stock-based compensation expense related to stock awards and ESPP purchases $184 $191 $339 $421 Six Months Ended July 31, 2025 Performance Stock Units (1)ESPP (1)Performance Stock Units (1)ESPP (1) Range of expected volatility35.1 - 36.7% 33.9 - 34.8% 29.7 - 33.4% 29.1 - 29.5% Range of expected lives (in years)N/A0.5 - 2.0 N/A0.5 - 2.0 Expected dividends % % % % Range of risk-free interest rates3.7 - 3.9% 3.7%3.8 - 4.1% 4.0 - 4.3% Accumulated AmortizationNet$750 $(557)$193 1,216 (995)221 122 (119)3 7 (1)6 $2,095 $(1,672)$423 Accumulated AmortizationNet$749 $(534)$215 1,189 (947)242 122 (118)4 9 (3)6 $2,069 $(1,602)$467 January 31, 2026 Computer hardware, at cost$93 $90 Computer software, at cost81 61 Furniture and equipment, at cost98 104 Leasehold improvements, land and buildings, at cost318 349 590 604 Less: Accumulated depreciation(466)(483) Computer equipment, software, furniture, and leasehold improvements, net$124 $121 Goodwill Goodwill consists of the excess of the consideration transferred over the fair value of net assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill for the six months ended July 31, 2026, (in millions): Balance as of January 31, 2026 (1)$4,295 Additions arising from acquisitions during the period46 Effect of foreign currency translation (10) Balance as of July 31, 2026 (1)$4,331 _______________ (1)Accumulated impairment losses as of both January 31, 2026 and July 31, 2026, were $149 million. 19 11. Borrowing Arrangements Credit Agreement In May 2025, and as amended on June 15, 2026, Autodesk entered into a Credit Agreement ( 2025 Credit Agreement ) by and among the Company, the lenders party thereto and Citibank, N.A. ( Citibank ), as administrative agent, which provides for an unsecured revolving loan facility in the aggregate principal amount of $2 billion. The revolving credit facility is available for working capital and general corporate purposes. The 2025 Credit Agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk s assets, and restrict Autodesk s ability to incur additional subsidiary indebtedness, in each case, subject to various exceptions. The 2025 Credit Agreement requires Autodesk to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the 2025 Credit Agreement) no greater than 3.50:1.00 during the term of the credit facility, subject to adjustment following the consummation of certain acquisitions up to 4.00:1.00 for up to four consecutive fiscal quarters. At July 31, 2026, Autodesk was in compliance with the 2025 Credit Agreement covenants. Revolving loans under the 2025 Credit Agreement will bear interest, at the Company s option, at either (i) a per annum rate equal to the Base Rate (as defined in the 2025 Credit Agreement) or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the Secured Overnight Financing Rate, plus a margin of between 0.575% and 1.000%, depending on the Company s Public Debt Rating. Autodesk is also obligated to pay to each lender a facility fee on a quarterly basis based on amounts committed (whether used or unused) under the revolving facility of between 0.050% and 0.125% per annum, depending on the Company s Public Debt Rating. The scheduled termination date under the 2025 Credit Agreement is May 8, 2030, which termination date may be extended with respect to some or all of the commitments under the 2025 Credit Agreement subject to certain terms and conditions, including the consent of each lender holding commitments to be extended. As of July 31, 2026, Autodesk had no outstanding borrowings under the 2025 Credit Agreement. Short-term Debt In June 2026, Autodesk entered into a Term Loan Credit Agreement ( Term Loan Credit Agreement ) with Citibank, as administrative agent, and the lenders from time to time party thereto, which provides for an unsecured 364-day delayed draw term loan facility in the aggregate principal amount of $1 billion. Borrowings under the Term Loan Credit Agreement are limited to loans funded on the MaintainX, Inc.( MaintainX ) acquisition closing date ( Term Loan ) for purposes of funding the MaintainX transaction and will mature 364 days after the acquisition closing date. On August 3, 2026, Autodesk borrowed $1 billion under the Term Loan at a weighted-average interest rate of 4.58% to consummate the MaintainX acquisition. See Note 19, "Subsequent Events". The Term Loan will bear interest, at Autodesk s option, at a rate per annum equal to either (i) the Base Rate (as defined in the Term Loan Credit Agreement) plus a margin ranging from 0.0% to 0.125%, depending on Autodesk s public debt rating or (ii) a SOFR rate plus a margin ranging from 0.625% to 1.125%, depending on Autodesk s public debt rating. The Term Loan Credit Agreement requires Autodesk to maintain a maximum leverage ratio of Consolidated Covenant Debt to Consolidated EBITDA (each as defined in the Term Loan Credit Agreement) no greater than 3.50:1.00 during the term, subject to adjustment following the consummation of certain material acquisitions up to 4.00:1.00 for up to four consecutive fiscal quarters. The Term Loan Credit Agreement contains customary covenants that could, among other things, restrict the imposition of liens on Autodesk s assets and restrict Autodesk s ability to incur additional subsidiary indebtedness, in each case, subject to various exceptions. In July 2026, Autodesk established a commercial paper program under which Autodesk may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $2 billion outstanding at any time, with maturities up to 365 days from the date of issuance. Autodesk intends to use the net proceeds of the commercial paper notes for general corporate purposes and to fund the acquisition of businesses. For example, we partially funded the acquisition of MaintainX with borrowings under the commercial paper program. As of July 31, 2026, Autodesk had $1 billion of short-term outstanding borrowings under the commercial paper program with a weighted-average interest rate of 4.17%. The carrying value of the outstanding commercial paper notes approximated fair value at July 31, 2026 due to the relatively short period of time between the origination of the instruments and their expected repayment term. The commercial paper program is backed by our unsecured revolving loan facility and reduces what we can borrow under the unsecured revolving credit facility by the amount of commercial paper outstanding. 20 Senior Notes The outstanding borrowings under our Senior Notes as of July 31, 2026, were as follows: InstrumentDate of IssuancePrincipal OutstandingFair value 5.30% senior notes due June 15, 2035 June 2025$500$490 2.40% senior notes due December 15, 2031 October 20211,000869 2.85% senior notes due January 15, 2030 January 2020500467 3.50% senior notes due June 15, 2027 June 2017500496 Total principal outstanding2,500 Less unamortized debt discount and issuance costs (1)16 Total senior notes payable, net$2,484 _______________ (1)Both the debt discount and issuance costs are being amortized to interest expense over the term of the senior notes using the effective interest method. The June 2025 Notes, October 2021 Notes, January 2020 Notes, and the June 2017 Notes may all be redeemed at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may be required to repurchase all the aforementioned notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. All notes contain restrictive covenants that limit Autodesk's ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate or merge with, or convey, transfer, or lease all or substantially all of its assets, subject to important qualifications and exceptions. The expected future principal payments as of July 31, 2026, were as follows (in millions): $ 500 500 1,500 $2,500 Six Months Ended July 31, 2026202520262025 Amount of gain (loss) recognized in accumulated other comprehensive income, net of tax, (effective portion)$14 $(6)$24 $(29) Amount and location of gain (loss) reclassified from accumulated other comprehensive loss into income (effective portion) Net revenue$(7)$5 $(17)$13 Cost of revenue 1 1 Operating expenses(4)8 (4)3 Total$(11)$14 $(21)$17 21 The amount and location of gains or losses recognized in net income of derivatives not designated as hedging instruments on Autodesk s Condensed Consolidated Statements of Operations were as follows for the three and six months ended July 31, 2026 and 2025, (amounts presented include any income tax effects): Three Months Ended July 31,Six Months Ended July 31, 2026202520262025 Amount and location of (loss) gain recognized in net income Operating income (expense)$1 $ $4 $ Interest and other income (loss), net4 7 10 (24) See Note 5, Financial Instruments for the fair values of derivative instruments in Autodesk s Condensed Consolidated Balance Sheets as of July 31, 2026, and January 31, 2026. Foreign currency contracts designated as cash flow hedges Autodesk uses foreign currency contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. These currency collars and forward contracts are designated and documented as cash flow hedges. The notional amounts of these contracts are presented net settled and were $2.30 billion at July 31, 2026, and $2.06 billion at January 31, 2026. Outstanding contracts are recognized as either assets or liabilities on the Company's Condensed Consolidated Balance Sheet at fair value. The majority of the net gain of $7 million remaining in Accumulated other comprehensive loss as of July 31, 2026, is expected to be recognized into earnings within the next 24 months. Derivatives not designated as hedging instruments Autodesk uses foreign currency contracts that are not designated as hedging instruments to reduce the exchange rate risk associated primarily with foreign currency denominated receivables, payables, and cash. The notional amounts of these foreign currency contracts are presented net settled and were $126 million at July 31, 2026, and $858 million at January 31, 2026. 13. Restructuring, Other Exit Costs, and Facility Reductions During the fiscal year ended January 31, 2026, Autodesk initiated a restructuring plan ( January 2026 Plan ) that represents the culmination of Autodesk s sales and marketing optimization program. The January 2026 Plan also reallocates resources in certain other functions to accelerate Autodesk s strategic priorities. Autodesk expects to complete the January 2026 Plan by the end of the fiscal year ending January 31, 2027. The following table summarizes the activity in the restructuring and other exit costs liability for the six months ended July 31, 2026: Additions (3)Payments $97 $25 $(111)11 Other exit costs (2)2 4 (3) Total$99 $29 $(114)14 ____________________ (1) Recorded in the Condensed Consolidated Balance Sheets under Accrued compensation." (2) Recorded in the Condensed Consolidated Balance Sheets under Accounts payable." (3) Recorded in the Condensed Consolidated Statements of Operations under Restructuring, other exit costs, and facility reductions . 22 14. Commitments and Contingencies Guarantees and Indemnifications In the normal course of business, Autodesk provides indemnifications of varying scopes, including limited product warranties and indemnification of customers against claims of intellectual property infringement made by third parties arising from the use of its products or services. Autodesk accrues for known indemnification issues if a loss is probable and can be reasonably estimated. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations. In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or assumed customary indemnification agreements related to the assets or businesses purchased, sold, or licensed. Historically, costs related to these indemnifications have not been significant, and because potential future costs are highly variable, Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations. As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at Autodesk s request in such capacity. The maximum potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited; however, Autodesk has directors and officers liability insurance coverage that is intended to reduce its financial exposure and may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Legal Proceedings Autodesk is involved in a variety of claims, suits, inquiries, investigations, and proceedings in the normal course of business including claims of alleged infringement of intellectual property rights, commercial, employment, tax, prosecution of unauthorized use, business practices, and other matters. Autodesk routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, Autodesk records a liability for the estimated loss. Because of inherent uncertainties related to these legal matters, Autodesk bases its loss accruals on the best information available at the time. As additional information becomes available, Autodesk reassesses its potential liability and may revise its estimates. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the Company s results of operations, cash flows, or financial position in a particular period, however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable to the preparation of the Company s financial statements, any such amount is either immaterial or it is not possible to provide an estimated amount of any such potential loss. In early March 2024, the Audit Committee of Autodesk s Board of Directors commenced an internal investigation with the assistance of outside counsel and advisors regarding the Company s free cash flow and non-GAAP operating margin practices (the Internal Investigation ). On April 24, 2024, Michael Barkasi filed a purported federal securities class action complaint in the Northern District of California against the Company, our Chief Executive Officer, Andrew Anagnost, and our former Chief Financial Officer, Deborah L. Clifford. The complaint, which was filed shortly after the Company s announcement of the Internal Investigation, generally 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. On July 10, 2024, the Court appointed a lead plaintiff in the action, and an amended complaint was filed on September 16, 2024. The action 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 sought unspecified damages and other relief. On November 25, 2024, defendants filed a motion to dismiss the complaint. 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 complaint with prejudice. On February 12, 2026, the Court entered judgment. Plaintiffs filed a notice of appeal on March 12, 2026 and filed an opening brief on appeal on May 27, 2026. Defendants filed their answering brief on July 27, 2026. Plaintiffs may file a reply brief by September 16, 2026. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from this matter. 23 15. Stockholders' Equity Changes in stockholders' equity by component, net of tax, for the six months ended July 31, 2026, are as follows: Common stock and additional paid-in capitalAccumulated other comprehensive lossAccumulated deficit Total stockholders' equity SharesAmount Balances, January 31, 2026212 $4,709 $(232)$(1,432)$3,045 Common shares issued under stock plans 1 (55) (55) Stock-based compensation expense 159 159 491 491 Other comprehensive loss (2) (2) Repurchase and retirement of common shares (1)(2)(87) (362)(449) Balances, April 30, 2026211 4,726 (234)(1,303)3,189 Common shares issued under stock plans (30) (30) Stock-based compensation expense 188 188 492 492 Other comprehensive loss 1 1 Repurchase and retirement of common shares (1)(2)(38) (419)(457) Balances, July 31, 2026209 $4,846 $(233)$(1,230)$3,383 Accumulated other comprehensive lossAccumulated deficitTotal stockholders' equity SharesAmount Balances, January 31, 2025214 $4,239 $(285)$(1,333)$2,621 Common shares issued under stock plans1 (73) (73) Stock-based compensation expense 233 233 152 152 Other comprehensive income 37 37 Repurchase and retirement of common shares (1)(1)(75) (278)(353) Balances, April 30, 2025214 4,324 (248)(1,459)2,617 Common shares issued under stock plans (47) (47) Stock-based compensation expense 194 194 313 313 Other comprehensive loss (6) (6) Repurchase and retirement of common shares (1)(1)(15) (341)(356) Balances, July 31, 2025213 $4,456 $(254)$(1,487)$2,715 Net Unrealized Gains (Losses) on Available-for-Sale Debt SecuritiesDefined Benefit Pension ComponentsForeign Currency Translation AdjustmentsTotal Balances, January 31, 2026$(17)$22 $(27)$(210)$(232) Other comprehensive income (loss) before reclassifications5 5 1 (23)(12) Pre-tax gain reclassified from accumulated other comprehensive loss21 1 (1) 21 Tax effects(2)(6) (2)(10) Net current period other comprehensive income (loss)24 (25)(1) Balances, July 31, 2026$7 $22 $(27)$(235)$(233) Accumulated other comprehensive loss, net of taxes, consisted of the following at July 31, 2025: Net Unrealized Gains (Losses) on Derivative InstrumentsNet Unrealized Gains (Losses) on Available-for-Sale Debt SecuritiesDefined Benefit Pension ComponentsForeign Currency Translation AdjustmentsTotal Balances, January 31, 2025$24 $20 $(25)$(304)$(285) Other comprehensive (loss) income before reclassifications(15)1 1 63 50 Pre-tax loss reclassified from accumulated other comprehensive loss(17) (17) Tax effects3 (5)(2) Net current period other comprehensive (loss) income(29)1 1 58 31 Balances, July 31, 2025$(5)$21 $(24)$(246)$(254) Reclassifications related to gains and losses on available-for-sale debt securities are included in Interest and other income (expense), net. Refer to Note 12, Derivative Instruments, for the amount and location of reclassifications related to derivative instruments. Reclassifications of the defined benefit pension components of net periodic benefit cost are included in Interest and other income (expense), net. 25 17. Net Income Per Share Basic net income per share is computed using the weighted average common shares outstanding for the period. Diluted net income per share is computed using the weighted average common shares outstanding for the period and potentially dilutive common shares, including unvested restricted stock units, performance share awards, and stock options using the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts: Three Months Ended July 31,Six Months Ended July 31, 2026202520262025 Numerator: Net income $492 $313 $983 $465 Denominator: Denominator for basic net income per share weighted average shares210 213 211 214 Effect of dilutive securities1 2 1 2 Denominator for dilutive net income per share211 215 212 216 Basic net income per share$2.34 $1.47 $4.66 $2.17 Diluted net income per share$2.33 $1.46 $4.64 $2.15 The computation of diluted net income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk s stock during the periods. For the three and six months ended July 31, 2026, there were 1.7 million and 1.2 million anti-dilutive shares excluded from the computation of diluted net income per share. For the three and six months ended July 31, 2025, there were none and 90 thousand anti-dilutive shares excluded from the computation of diluted net income per share. 18. Segments Autodesk operates in one operating and reportable segment, the Company as a whole. The chief operating decision maker ( CODM ) assesses performance and decides how to allocate resources based on consolidated net income as reported on the Condensed Consolidated Statements of Operations. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. Autodesk reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions, allocating resources, and assessing performance as the source of the Company s reportable segments. The description of Autodesk s products and offerings and accounting policies are described in Note 1, Business and Summary of Significant Accounting Policies in Autodesk s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed on March 3, 2026. The measure of Autodesk s segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Autodesk determined that the Company s Chief Executive Officer, serves as the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources, evaluating financial performance, and making operating decisions of Autodesk. Consolidated net income is indicative of financial performance and is monitored by the CODM. The CODM considers budget to actual comparisons of total net revenue and consolidated net income on a regular basis when assessing the operating results and making resource decisions to improve profitability. The CODM also uses the budget to actual comparisons of total net revenue and consolidated net income to make decisions aligned with Autodesk s strategic initiatives and go-to market strategies and capital allocation priorities. Autodesk s significant segment expenses include the costs and expenses presented on the Condensed Consolidated Statements of Operations as well as stock-based compensation expense as presented in Note 6, Equity Compensation . The following table presents information about Autodesk s other segment disclosures: Three Months Ended July 31,Six Months Ended July 31, 2026202520262025 Interest income$28 $21 $52 $40 Interest expense23 19 44 37 January 31, 2026 Long-lived assets: Americas U.S.$156 $152 Other Americas 13 15 Total Americas169 167 Europe, Middle East, and Africa53 56 Asia Pacific47 55 Total long-lived assets$269 $278 19. Subsequent Events On August 3, 2026, Autodesk acquired MaintainX, Inc. ( MaintainX ), a leading modern maintenance and asset operations solution, for preliminary purchase consideration of approximately $3.53 billion, net of cash acquired. MaintainX's modern, mobile-first solution helps organizations manage and optimize day-to-day-operations and is expected to help customers better connect data and workflows across the lifecycle, linking digital intent with real-world performance in a continuous closed-loop system. The Company is currently in the process of determining the initial purchase accounting for this transaction. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose a preliminary purchase price allocation at this time. Autodesk financed the transaction through a combination of cash on hand, borrowings under a 364-day term loan facility, and borrowings under a short-term unsecured commercial paper program. For additional information on the financing associated with this transaction, refer to Note 11, Borrowing Arrangements. 27 ITEM 2.MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion in our MD&A and elsewhere in this Quarterly Report on Form 10-Q contains trend analyses and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies, including those discussed in Strategy, Overview of the Three and Six Months Ended July 31, 2026, and in Results of Operations-Overview. Examples of such forward-looking statements may relate to items such as future net revenue, operating expenses, recurring revenue, net revenue retention rate, cash flow, remaining performance obligations, and other future financial results (by product type and geography); the transition to annual billings for multi-year contracts; the implementation of new transaction models; the effectiveness of our efforts to successfully manage transitions to new markets; our ability to increase our subscription base; expected market trends, including the growth of cloud and mobile computing; the availability of credit; the effects of global economic conditions, including from global trade wars or an economic downturn or recession in the United States or in other countries around the world; the effects of revenue recognition; the effects of recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs and financing arrangements; the effects of fluctuations in exchange rates and our hedging activities on our financial results; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new business and sales initiatives; the impact of restructuring activities; cybersecurity and privacy issues or incidents; the impact of past acquisitions, including our integration efforts and expected synergies; the impact of economic volatility and geopolitical activities in certain countries, particularly emerging economy countries; the timing and amount of purchases under our stock buy-back plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results. In addition, forward-looking statements also consist of statements involving expectations regarding product capability and acceptance, anticipated benefits of our products; statements regarding our liquidity and short-term and long-term cash requirements, as well as statements involving trend analyses and statements including such words as may, believe, could, anticipate, would, might, plan, expect, and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of a number of factors, including those set forth below in Part II, Item 1A, Risk Factors, and in our other reports filed with the U.S. Securities and Exchange Commission. We assume no obligation to update the forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. Note: A glossary of terms used in this Quarterly Report on Form 10-Q appears at the end of this Item 2. Strategy Autodesk is changing how the world is designed and made. Our technology spans architecture, engineering, construction, product design, manufacturing, operations, and media and entertainment, empowering innovators everywhere to solve challenges big and small. From greener buildings to smarter products to more mesmerizing blockbusters, Autodesk technology helps our customers to design and make a better world for all. Our strategy is to drive customer workflow convergence by delivering a trusted design and make platform that connects people through automation, data, and insights to help them achieve better outcomes for their businesses and the world. To drive the execution of our strategy, we are focused on enabling convergence through our artificial intelligence ( AI ) -powered industry clouds, Fusion, Forma, and Flow, accelerating the delivery of AI and platform capabilities, creating a smooth path from our core products to industry clouds, and strengthening customer trust in every interaction. We equip and inspire our users with the tailored tools, services, and access they need for success today and tomorrow. At every step, we help users harness the power of data to build upon their ideas and explore new ways of imagining, collaborating, and creating to achieve better outcomes for their customers, for society, and for the world. And because creativity can t flourish in silos, we connect what matters - from steps in a project to collaborators on a unified platform. Autodesk has invested in the development, scaling, and monetization of agentic AI in design, engineering, manufacturing, construction, and operations industries. Our strategy is built on the foundational pillars of proprietary data, deep contextual integration, and specialized AI expertise. Platform Capabilities 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 28 centralized capabilities that support the functionality, performance, usability, security, and scalability of our offerings. These shared capabilities include Autodesk AI, reflecting more than a decade of investment in AI technologies used to augment, automate, and analyze customer workflows. Our products are built on an application-programming-interfaces ( API )-based architecture that enables third-party developers and partners to build complementary and industry-specific applications. 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. We offer subscriptions for individual products and Industry Collections, EBAs, and cloud service offerings (collectively referred to as subscription plans ) and emerging offerings such as Flex and APS. Subscription plans are designed to give our customers more flexibility with how they use our offerings and to attract a broader range of customers, such as project-based users and small businesses. 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. Product Evolution Our subscription plans represent a hybrid of desktop software and cloud functionality, which provides a device-independent, collaborative design workflow for designers and their stakeholders. Our cloud offerings, for example, Fusion, Flow Production Tracking, 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. We believe that customer adoption of these latest offerings will continue to grow as customers across a range of industries begin to take advantage of the scalable computing power and flexibility provided through these services. Industry Collections provide our customers with access to a broader selection of Autodesk solutions and services, simplifying the customers ability to benefit from a complete set of tools for their industry. To support our strategic priority of digital transformation in Architecture, Engineering, Construction and Operations ( AECO ), we are strengthening our AECO solutions foundation. By bringing Autodesk Construction Cloud s leading construction management tools into Autodesk Forma, we re delivering a full lifecycle platform for our customers that creates a deeper connection from design to construction to operations. Our acquisition of MaintainX, Inc. ( MaintainX ) expands our relationship with manufacturing, and architecture, engineering, and construction customers into asset operations and maintenance management. We expect MaintainX to further extend our operations capabilities by providing a cloud-based platform for maintenance management, asset tracking, inspections, work orders, and frontline operational workflows. Its solutions help customers improve asset reliability, reduce downtime, and optimize operational performance through the collection and analysis of real-time maintenance and asset data. By connecting operational workflows and asset performance information with our existing design, construction, and operations solutions, we believe MaintainX will help support our strategy of delivering a more comprehensive lifecycle platform for the built environment. In manufacturing, our strategy is to combine organic and acquired software in existing and adjacent verticals to create end-to-end, cloud-based solutions for our customers that drive efficiency and sustainability. We continue to attract global manufacturing leaders and disruptive startups with our generative design and cloud-based Fusion that converges the design process with manufacturing. Our strategy includes improving our product functionality and expanding our product offerings through internal development as well as through the acquisition of products, technology, and businesses. 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. We continually review these factors in making decisions regarding acquisitions. We anticipate that we will continue to acquire products, technology, and businesses as compelling opportunities become available. Marketing and Sales 29 We sell our products and services globally through several direct channels that allow us to transact directly with end customers. These channels include, but are not limited to, internal sales resources focused on selling our highly specialized solutions in our largest accounts, Solution Providers focused on providing certain products and services to specific customers, and business transacted through our online Autodesk-branded store. Solution Providers provide quotes to customers; however, the final transaction occurs directly between Autodesk and the customer. This approach allows the company to maintain a direct relationship while still benefiting from the expertise and advisory role of Solution Providers. We also conduct direct sales through our online branded store, enabling customers to purchase products and subscriptions digitally. In addition to direct sales, we distribute our products and services through indirect channels, such as distributors and resellers. These distributors and resellers facilitate sales, provide customer support, and help deliver our solutions to a wide range of customers across different regions and market segments. Although we are increasingly transacting directly with customers due to the growth of our online store and sales with Solution Providers, our distributors and resellers are expected to continue supporting and transacting with a portion of our customers. We expect our channel mix to evolve as our business scales. Growth in direct channels may gradually increase the proportion of direct customer transactions, while distributors and resellers will continue to provide distribution reach, market expertise, for example in emerging markets, and customer support. The company also implements various incentive programs and promotional initiatives to ensure that both direct and indirect channels remain aligned with overall business objectives and sales strategies. Assumptions Behind Our Strategy Our strategy depends upon many assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, Solution Providers, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; and adequately protecting our intellectual property. If the outcome of any of these assumptions differs from our expectations, we may not be able to implement our strategy, which could potentially adversely affect our business. For further discussion regarding these and related risks, please see Part II, Item 1A, Risk Factors. Critical Accounting Policies and Estimates Our Condensed Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles ( GAAP ). In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Condensed Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are described in Item 8, Financial Statements and Supplementary Data, Note 1, Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (our Annual Report on Form 10-K ). An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We highlighted those policies that involve a higher degree of judgment and complexity with further discussion in Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K. There have been no material changes to our critical accounting policies and estimates during the three and six months ended July 31, 2026, as compared to those disclosed in our Annual Report on Form 10-K. We believe these policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. Overview of the Three and Six Months Ended July 31, 2026 Total net revenue increased 16% and 17% to $2.05 billion and $3.98 billion during the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior fiscal year. Recurring revenue as a percentage of net revenue was 97% and 98% for the three months ended July 31, 2026 and 2025, respectively, and 97% for both the six months ended July 31, 2026 and 2025. 30 Net revenue retention rate ( NR3 ) approximated the top end of the range and was slightly above the range of 100% to 110%, on a constant currency basis, as of July 31, 2026, and July 31, 2025, respectively. Deferred revenue was $4.26 billion, a decrease of 9% compared to the fourth quarter in the prior fiscal year. Remaining performance obligations (short-term and long-term deferred revenue plus unbilled deferred revenue) ( RPO ) was $7.43 billion, a decrease of 10% compared to the fourth quarter in the prior fiscal year. Current remaining performance obligations was $5.24 billion, a decrease of 4% compared to the fourth quarter in the prior fiscal year. Revenue Analysis Net revenue increased 16% and 17% during the three and six months ended July 31, 2026, respectively, as compared to the same periods in the prior fiscal year, primarily due to an increase in subscription revenue. For further discussion of these results, see below under the heading Results of Operations. We rely upon major distributors and resellers in both the U.S. and international regions, including TD Synnex Corporation and its global affiliates (collectively, TD Synnex ). Total revenue from TD Synnex accounted for 8% of Autodesk s total net revenue during both the three and six months ended July 31, 2026. Total revenue from TD Synnex accounted for 16% and 18% of Autodesk s total net revenue during the three and six months ended July 31, 2025, respectively. TD Synnex sells to resellers and end users who purchase our software subscriptions and services. We are increasingly transacting directly with customers due to the growth of our online store and sales with Solution Providers. Consequently, we believe our business is not substantially dependent on TD Synnex. Recurring Revenue and Net Revenue Retention Rate In order to help better understand our financial performance, we use several key performance metrics including recurring revenue and NR3. Recurring revenue consists of the revenue for the period from our subscription plan offerings, and certain other revenue. It excludes subscription revenue related to third-party products. Recurring revenue acquired with the acquisition of a business is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation. Net revenue retention rate (NR3) measures the year-over-year change in recurring revenue for the population of customers that existed one year ago ( base customers ). Net revenue retention rate is calculated by dividing the current quarter recurring revenue related to base customers by the total corresponding quarter recurring revenue from one year ago. Recurring revenue is based on USD reported revenue, and fluctuations caused by changes in foreign currency exchange rates and hedge gains or losses have not been eliminated. Recurring revenue related to acquired companies is generally included in the calculation one year after the quarter of the acquisition. This may cause variability in the comparison. These metrics are key performance metrics and should be viewed independently of revenue and deferred revenue as these metrics are not intended to be combined with those items. We use these metrics to monitor the strength of our recurring business. We believe these metrics are useful to investors because they can help in monitoring the long-term health of our business. Our determination and presentation of these metrics may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute for or in isolation from, our financial measures prepared in accordance with GAAP. 31 The following table outlines our recurring revenue metric for the three and six months ended July 31, 2026 and 2025: Three Months Ended July 31, 2026Change compared to prior fiscal yearThree Months Ended July 31, 2025 (In millions, except percentage data) $% Recurring revenue (1) $1,992 $273 16 %$1,719 As a percentage of net revenue97 %N/AN/A98 % Six Months Ended July 31, 2026Change compared to prior fiscal yearSix Months Ended July 31, 2025 $% Recurring Revenue (1) $3,873 $562 17 %$3,311 As a percentage of net revenue97 %N/AN/A97 % ________________ (1)The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Condensed Consolidated Statements of Operations. NR3 approximated the top end of the range and was slightly above the range of 100% to 110%, on a constant currency basis, as of July 31, 2026, and 2025, respectively. Foreign Currency Analysis We generate a significant amount of our revenue in the United States, Germany, the United Kingdom, Japan, and Canada. The following table shows the impact of foreign exchange rate changes on our net revenue and total cost of revenue and total operating expenses: Three Months Ended July 31, 2026Six Months Ended July 31, 2026 Percent change compared to prior fiscal yearConstant Currency percent change compared to prior fiscal year (1)Positive/Negative/Neutral impact from foreign exchange rate changesPercent change compared to prior fiscal yearConstant Currency percent change compared to prior fiscal year (1)Positive/Negative/Neutral impact from foreign exchange rate changes Net revenue16 %14 %Positive17 %15 %Positive Total cost of revenue and total operating expenses10 %9 %Negative4 %3 %Negative ________________ (1)Please refer to the Glossary of Terms for the definitions of our constant currency growth rates. Changes in the value of the U.S. dollar may have a significant effect on net revenue, total cost of revenue and total operating expenses, and income from operations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net revenue of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of such foreign currency against the U.S. dollar. Remaining Performance Obligations RPO represents deferred revenue and unbilled deferred revenue, which consists of contractually stated or committed contracts under early renewal and multi-year billing plans for which the associated deferred revenue has not yet been recorded. Unbilled deferred revenue is not included as a receivable or deferred revenue on our Condensed Consolidated Balance Sheets. See Part I, Item 1, Financial Statements, Note 3, Revenue Recognition, for more details on Autodesk's performance obligations. (in millions)July 31, 2026January 31, 2026 Deferred revenue$4,258 $4,693 Unbilled deferred revenue 3,175 3,607 RPO $7,433 $8,300 32 RPO consisted of the following:January 31, 2026 Current RPO 5,245 $5,479 Non-current RPO 2,821 RPO 7,433 $8,300 We expect that the amount of RPO will change from quarter to quarter for several reasons, including the specific timing, duration, and size of customer subscription and support agreements, the specific timing of customer renewals, and foreign currency fluctuations. Historically, we have had increased sales activity in our fourth fiscal quarter and this seasonality may affect the relative value of our billings, RPO, and collections in the fourth and first fiscal quarters. Balance Sheet and Cash Flow Items At July 31, 2026, we had $4.36 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations increased to $1.47 billion for the six months ended July 31, 2026, compared to $1.02 billion for the six months ended July 31, 2025. We repurchased 4 million shares of our common stock for $901 million during the six months ended July 31, 2026. Comparatively, we repurchased 2 million shares of our common stock for $709 million during the six months ended July 31, 2025. See further discussion regarding the balance sheet and cash flow activities under the heading Liquidity and Capital Resources. Results of Operations Overview We believe our investment in cloud products and a subscription business model, backed by a strong balance sheet, give us a robust foundation to successfully navigate complex geopolitical and global macro-economic challenges. However, material scarcity, supply chain disruption and resulting inflationary pressures, higher interest rates, a global labor shortage, ongoing geopolitical conflicts, economic and regulatory uncertainty, the potential for global trade wars, and foreign exchange rate fluctuations, may impact our outlook. The extent of the impact of these risks on our business in fiscal 2027 and beyond will depend on several factors, some of which are out of our control. Further discussion of the potential impacts of these risks on our business can be found in Part II, Item 1A, Risk Factors. Net Revenue Net Revenue by Income Statement Presentation Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible EBAs. Revenue from these arrangements is predominately recognized ratably over the contract term commencing with the date our service is made available to customers and when all other revenue recognition criteria have been satisfied. Other revenue consists of revenue from other products and services and is recognized as the products are delivered or services are performed. 33 Three Months EndedChange Compared to Prior Fiscal YearThree Months EndedManagement Comments (In millions, except percentages)July 31, 2026$ % July 31, 2025 Net Revenue: Subscription (1)$1,952 $285 17 %$1,667 Increase primarily due to growth in subscriptions from our existing customer base. Other 94 (2)(2)%96 Total Net Revenue$2,046 $283 16 %$1,763 Six Months EndedChange compared to prior fiscal yearSix Months EndedManagement Comments July 31, 2026$% July 31, 2025 Net Revenue: Subscription (1) $3,788 $581 18 %$3,207 Increase primarily due to growth in subscriptions from our existing customer base. Other192 3 2 %189 Total Net Revenue$3,980 $584 17 %$3,396 ____________________ (1) During the six months ended July 31, 2026, the Company changed its presentation of maintenance revenue and reclassified Maintenance revenue to Subscription revenue . Prior period amounts have been reclassified to conform to the current period presentation. The reclassification did not impact total net revenue. 34 Net Revenue by Product Family Our product offerings are focused in four primary product families: Architecture, Engineering, Construction and Operations ( AECO ), AutoCAD and AutoCAD LT, Manufacturing ( MFG ), and Media and Entertainment ( M&E ). Change compared to prior fiscal yearManagement CommentsJuly 31, 2026$ % $1,029 $151 17 %878 Increase due to growth in revenue from AEC Collections, Autodesk Forma, and Revit.500 60 14 %Increase due to growth in revenue from our existing customer base for both AutoCAD and AutoCAD LT.385 51 15 %Increase due to growth in revenue from MFG Collections, Fusion, and EBA offerings.92 12 15 %Increase primarily due to growth in revenue from EBA offerings.40 9 29 %$2,046 $283 16 %1,763 Change compared to prior fiscal yearManagement Comments$% $1,999 $312 18 %1,687 Increase due to growth in revenue from AEC Collections, Autodesk Forma, and Revit.974 123 14 %Increase due to growth in revenue from our existing customer base for both AutoCAD and AutoCAD LT.752 109 17 %Increase due to growth in revenue from MFG Collections, Fusion, and EBA offerings.178 22 14 %Increase primarily due to growth in revenue from EBA offerings.77 18 31 %$3,980 $584 17 %3,396 Change compared to prior fiscal yearConstant currency change compared to prior fiscal yearThree Months Ended July 31, 2025$ % % $727 $98 16 %*$629 171 14 9 %*157 898 112 14 %14 %786 804 129 19 %13 %675 344 42 14 %14 %302 $2,046 $283 16 %14 %$1,763 Change compared to prior fiscal yearConstant currency change compared to prior fiscal yearSix Months Ended July 31, 2025$ % % $1,409 $195 16 %*$1,214 333 36 12 %*297 1,742 231 15 %16 %1,511 1,565 263 20 %14 %1,302 673 90 15 %15 %583 $3,980 $584 17 %15 %$3,396 Change compared to prior fiscal year (In millions, except percentages)$ % Net Revenue by Product Type:$1,708 $236 16 %1,472 Increase primarily due to growth in AEC collections, EBA offerings, AutoCAD, AutoCAD LT, and MFG collections. Make244 50 26 %Increase primarily due to growth in revenue from Autodesk Forma and Fusion. Other94 (3)(3)% Total Net Revenue$2,046 $283 16 %1,763 Change compared to prior fiscal year (In millions, except percentages)$ % Net Revenue by Product Type:$3,320 $487 17 %2,833 Increase primarily due to growth in AEC collections, EBA offerings, AutoCAD, AutoCAD LT, and MFG collections. Make468 95 25 %Increase primarily due to growth in revenue from Autodesk Forma and Fusion. Other192 2 1 % Total Net Revenue$3,980 $584 17 %3,396 Three Months Ended (In millions, except percentages)July 31, 2026% July 31, 2025$130 16 14 %$114 Other 22 %22 Amortization of developed technologies24 4 %23 Total cost of revenue$176 17 11 %$159 $616 57 10 %$559 Research and development464 12 %413 General and administrative179 7 %168 Amortization of purchased intangibles 13 (7)%14 Restructuring, other exit costs, and facility reductions(1)NM (1)6 Total operating expenses$1,271 111 10 %$1,160 Six Months Ended July 31, 2026% July 31, 2025$259 34 15 %$225 Other 43 (7)%46 Amortization of developed technologies49 2 %48 Total cost of revenue$351 32 10 %$319 $1,209 84 7 %$1,125 Research and development885 10 %807 General and administrative341 3 %330 Amortization of purchased intangibles 25 (7)%27 Restructuring, other exit costs, and facility reductions29 NM (1)111 Total operating expenses$2,489 89 4 %$2,400 Management Comments Cost of revenueIncreaseWe expect our cost of revenue to increase as our revenue grows as well as due to our recent acquisition. Marketing and salesIncreaseWe expect marketing and sales expenses to increase with the recognition of Solution Provider commissions and our recent acquisition. Research and developmentIncreaseWe expect our research and development expenses to increase as we continue our investments in cloud, platform, and AI. General and administrativeIncreaseWe expect general and administrative expenses to increase but at a slower rate than revenue, due to continued cost discipline. Amortization of purchased intangibles IncreaseWe expect our amortization of purchased intangibles to increase largely due to our recent acquisition. Restructuring, other exit costs, and facility reductionsFlatWe expect restructuring, other exit costs, and facility reductions to remain flat. The plan initiated in the first quarter of fiscal 2026 was substantially complete as of January 31, 2026. The majority of the costs of the plan initiated in the fourth quarter of fiscal 2026 were incurred in fiscal 2026 and in the first quarter of fiscal 2027. 202620252025$5 $11 9 $9 1 1 4 (13)(1)(2)1 1 2 $(6)$12 52 $13 (in millions)20262025 Net cash provided by operating activities$1,468 $1,024 Net cash provided by investing activities381 8 Net cash provided by (used in) financing activities4 (634) Net cash provided by operating activities of $1.47 billion for the six months ended July 31, 2026, primarily consisted of $983 million of our net income adjusted for $795 million non-cash items such as stock-based compensation expense, restructuring-related asset impairments, amortization of costs to obtain a contract with a customer, depreciation, amortization, and accretion expense, and deferred income tax and by changes in operating assets and liabilities. The negative change in cash provided by working capital is primarily due to changes in accounts payable and other liabilities of $408 million due to the timing of payments related to employee compensation and related costs and deferred revenue of $434 million due to the timing of our billing installments and seasonality of billings in the fourth fiscal quarter partially offset by the change in accounts receivable of $753 million due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections. Net cash provided by operating activities of $1.02 billion for the six months ended July 31, 2025, primarily consisted of $465 million of our net income adjusted for $885 million non-cash items such as stock-based compensation expense, restructuring-related asset impairments, amortization of costs to obtain a contract with a customer, depreciation, amortization, and accretion expense, and deferred income tax. The decrease in working capital is primarily due to a negative change in prepaid expenses and other assets of $539 million, and a decrease in deferred revenue of $287 million due to the timing of our billing installments and seasonality of billings in the fourth fiscal quarter, partially offset by the change in accounts receivable of $476 million due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections from customers. Net cash provided by investing activities was $381 million for the six months ended July 31, 2026, primarily due to sales and maturities of marketable securities partially offset by purchases of marketable securities. Net cash provided by investing activities was $8 million for the six months ended July 31, 2025, primarily due to sales and maturities of marketable securities partially offset by purchases of marketable securities. Net cash provided by financing activities was $4 million for the six months ended July 31, 2026, primarily due to proceeds from the issuance of short-term debt partially offset by the repurchases of common stock. Net cash used in financing activities was $634 million for the six months ended July 31, 2025, primarily due to repurchases of common stock and payment of notes payable due in June 2025 partially offset by the proceeds from the issuance of notes payable due in June 2035. Glossary of Terms Billings: Total revenue plus the net change in deferred revenue, as presented in the consolidated statement of cash flows, less the net change in contract assets for the reporting period. Cloud Service Offerings: Represents individual term-based offerings deployed through web browser technologies or in a hybrid software and cloud configuration. Cloud service offerings that are bundled with other product offerings are not captured as a separate cloud service offering. Constant Currency (CC) Growth Rates: We attempt to represent the changes in the underlying business operations by eliminating fluctuations caused by changes in foreign currency exchange rates as well as eliminating hedge gains or losses recorded within the current and comparative periods. We calculate constant currency growth rates by (i) applying the applicable prior period exchange rates to current period results and (ii) excluding any gains or losses from foreign currency hedge contracts that are reported in the current and comparative periods. Design Business: Represents the combination of product subscriptions and all EBAs. Main products include, but are not limited to, AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya and 3ds Max. Certain products, such as our computer aided manufacturing solutions, incorporate both Design and Make functionality and are classified as Design. 42 Enterprise Business Agreements (EBAs): Represents programs providing enterprise customers with token-based access to a broad pool of Autodesk products over a defined contract term. Flex: A pay-as-you-go consumption option to pre-purchase tokens to access any product available with Flex for a daily rate. Industry Collections: Autodesk Industry Collections are a combination of products and services that target a specific user objective and support a set of workflows for that objective. Our Industry Collections consist of: Autodesk Architecture, Engineering, and Construction Collection, Autodesk Product Design and Manufacturing Collection, and Autodesk Media and Entertainment Collection. Make Business: Represents certain cloud-based product subscriptions. Main products include, but are not limited to, Autodesk Build, Forma Design Collaboration, BuildingConnected, Fusion, and Flow Production Tracking. Certain products, such as Fusion, incorporate both Design and Make functionality and are classified as Make. 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. Solution Provider: Solution Providers are our channel partners when we transact directly with our customers. Solution Providers may act as resellers in certain markets or Autodesk products or solutions. ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Exchange Risk Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. Our risk management strategy utilizes foreign currency contracts to manage our exposure to foreign currency volatility that exists as part of our ongoing business operations. We utilize cash flow hedge contracts to reduce the exchange rate impact on a portion of the net revenue or operating expense of certain anticipated transactions. In addition, we use balance sheet hedge contracts to reduce the exchange rate risk associated primarily with foreign currency denominated receivables and payables. As of July 31, 2026, and January 31, 2026, we had open cash flow and balance sheet hedge contracts with future settlements generally within one to 12 months. Contracts were primarily denominated in Australian dollars, British pounds, Canadian dollars, Euros, and Japanese yen. We do not enter into foreign exchange derivative instruments for trading or speculative purposes. Our option and foreign exchange forward contracts outstanding as of the respective period-ends are summarized in U.S. dollar equivalents as follows (in millions): July 31, 2026January 31, 2026 Notional AmountFair ValueNotional AmountFair Value Forward Contracts: Purchased $1,806 $(16)$1,743 $18 Sold1,577 1 2,166 (20) Option Contracts: Purchased 2,044 21 1,597 12 Sold2,164 (4)1,698 (13) We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of certain anticipated transactions. A hypothetical 10% appreciation of the U.S. dollar from its value at July 31, 2026, and January 31, 2026, would increase the fair value of our foreign currency contracts by $180 million and $159 million, respectively. A hypothetical 10% depreciation of the dollar from its value at July 31, 2026, and January 31, 2026, would decrease the fair value of our foreign currency contracts by $68 million and $158 million, respectively. 43 Interest Rate Risk Interest rate movements affect both the interest income we earn on our short-term investments and the market value of certain longer-term securities. At July 31, 2026, we had $782 million of cash equivalents and marketable securities, including $57 million classified as short-term marketable securities and $202 million classified as long-term marketable securities. If interest rates were to move up or down by 50 or 100 basis points over a 12-month period, the market value change of these securities would not have a material impact on our results of operations. Other Market Risk From time to time, we make direct investments in privately held companies. Privately held company investments generally are considered inherently risky. The technologies and products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. See Part I, Item 1, Financial Statements, Note 5, Financial Instruments, in the Notes to Condensed Consolidated Financial Statements for further discussion regarding these strategic investments. ITEM 4.CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is (i) recorded, processed, summarized, and reported within the time periods specified in the rules of the Securities and Exchange Commission, and (ii) accumulated and communicated to Autodesk management, including our CEO and CFO, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective to meet the objective for which they were designed and operated at the reasonable assurance level. Our disclosure controls and procedures include components of our internal control over financial reporting. Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Autodesk have been detected. Changes in Internal Control Over Financial Reporting 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 Exchange Act) during the three months ended July 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 44 PART II. OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS For information regarding certain current legal proceedings, refer to Legal Proceedings in Note 14, Commitments and Contingencies, to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, which is incorporated herein by reference. In addition to the legal proceedings referenced in Note 14, we are involved in the following additional legal proceedings. On June 7, 2024, a purported stockholder derivative complaint was filed in the United States District Court for the Northern District of California, naming our directors at the time of the complaint and our Chief Strategy Officer as defendants and our company as a nominal defendant. The complaint generally alleges violations of Section 14(a) of the Exchange Act and breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, abuse of control, and waste of corporate assets, based on similar underlying allegations contained in the purported federal securities class action complaint described in Note 14 to the Condensed Consolidated Financial Statements ( Note 14 ). A second purported stockholder derivative complaint naming the same defendants was filed in the Northern District of California on June 25, 2024. The complaint in that case generally alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5, Section 20(a) of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution, also based on similar underlying allegations contained in the purported federal securities class action described in Note 14. On October 29, 2024 the Court consolidated and stayed the two stockholder derivative actions. A third purported stockholder derivative complaint naming the same defendants was filed in the District of Delaware on February 14, 2025. That complaint generally alleged violations of 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, 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 in Note 14. 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. ITEM 1A.RISK FACTORS We operate in a rapidly changing environment that involves significant risks, a number of which are beyond our control. In addition to the other information contained in this Quarterly Report on Form 10-Q, the following discussion highlights some of these risks and the possible impact of these factors on our business, financial condition, and future results of operations. If any of the following risks actually occur, our business, financial condition, or results of operations may be adversely impacted, causing the trading price of our common stock to decline. In addition, these risks and uncertainties may impact the forward-looking statements described elsewhere in this Quarterly Report on Form 10-Q and in the documents incorporated herein by reference. They could affect our actual results of operations, causing them to differ materially from those expressed in forward-looking statements. Summary of Risk Factors Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities. These risks are described more fully below and include, but are not limited to, risks relating to the following: Our strategy to develop and introduce new products and services, exposing us to risks such as limited customer acceptance (both with new and existing customers), costs related to product defects, and large expenditures. Existing and increased competition and rapidly evolving technological changes. Global economic and political conditions. Costs and challenges associated with strategic acquisitions and investments. Dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks. Inability to predict subscription renewal rates and their impact on our future revenue and operating results. Fluctuation of our financial results, key metrics and other operating metrics. Deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections. Any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives. Our strategy and expectations regarding the expected benefits, timing and costs associated with our restructuring plans. Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market causing the market price of our stock to decline. 45 Challenges relating to the proper management and governance of our use of AI in our offerings. Security incidents compromising the integrity of our or our customers offerings, services, data, or intellectual property. Reliance on third parties to provide us with a number of operational and technical services as well as software. Our highly complex software, which may contain undetected errors, defects, or vulnerabilities, and is subject to service disruptions, degradations, outages or other performance problems. Increasing regulatory focus on privacy, data protection, and cybersecurity issues and expanding laws. Governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. Protection of our intellectual property rights and intellectual property infringement claims from others. The government procurement process. Fluctuations in currency exchange rates. Our debt service obligations. Our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. Risks Relating to Our Business and Strategy Our strategy to develop and introduce new products and services exposes us to risks such as limited customer acceptance (both with new and existing customers), costs related to product defects, and large expenditures, each of which may result in no additional net revenue or decreased net revenue. The software industry is characterized by rapid technological changes as well as changes in customer requirements and preferences. In recent years, the industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions and cloud-enabled technologies. Both new and existing customers are also reconsidering how they purchase software products, which requires us to constantly evaluate our business model and strategy. In response, we are focused on providing solutions to enable our customers to be more agile and collaborative on their projects. We devote significant resources to the development of new technologies, including AI features. If we are unable to provide new features, enhancements to user experience, and modifications in a timely and cost-effective manner that achieve market acceptance, align with customer expectations, and that keep pace with rapid technological developments and changing regulatory landscapes, our business and operating results could be adversely affected. For example, AI and machine learning are propelling advancements in technology, but if they are not widely adopted and accepted or fail to operate as expected, our business and reputation may be harmed. In addition, we frequently introduce new business models or methods that require a considerable investment of technical and financial resources, such as our introduction of flexible subscription and service offerings, our transition of multi-subscription plans to named-user plans and our new transaction model. In addition, our acquisition of MaintainX expands our relationship with manufacturing, and architecture, engineering, and construction customers into asset operations and maintenance management. It is uncertain whether these strategies, including our product and pricing changes, will accurately reflect customer demand or be successful, or whether we will be able to develop the necessary infrastructure and business models more quickly than our competitors. We make such investments through further development and enhancement of our existing products and services, as well as through acquisitions. Such investments may not result in sufficient revenue generation to justify their costs and could result in decreased net revenue or profitability. If we are not able to meet customer requirements, either with respect to new customers or existing customers, and either with respect to our software or the manner in which we provide such products, or if we are not able to adapt our business model to meet our customers requirements, our business, financial condition, or results of operations may be adversely impacted. In particular, a critical component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT products, as well as other individual Autodesk products, expand their portfolios to include our other offerings and cloud-based functionality, and we are taking steps to accelerate this migration. At times, sales of our AutoCAD and AutoCAD LT or individual Autodesk flagship products have decreased without a corresponding increase in Industry Collections or cloud-based functionality revenue, or without purchases of customer seats to our Industry Collections. Should this continue, our results of operations will be adversely affected. Our executive management team must continuously act quickly and with vision, given the rapidly changing customer expectations and technology advancements inherent in the software industry, the extensive and complex efforts required to 46 create useful and widely accepted products, and the rapid evolution of cloud computing, mobile devices, new computing platforms, and other technologies, such as consumer products. Although we have articulated a strategy that we believe will fulfill these challenges, if we fail to execute properly on that strategy or adapt the strategy as market conditions evolve, we may fail to meet our customers expectations, be unable to compete with our competitors' products and technology, and lose the confidence of our channel partners and employees. This in turn could adversely affect our business and financial performance. Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits. The software industry has limited barriers to entry, and the availability of computing devices with continually expanding performance at progressively lower prices contributes to the ease of market entry. The industry has undergone a transition from developing and selling perpetual licenses and on-premises products to subscriptions and cloud-enabled technologies. This shift further lowers barriers to entry and poses a disruptive challenge to established software companies. The markets in which we operate are characterized by vigorous competition, both by entrants with innovative technologies and by consolidation of companies with complementary offerings and technologies. Some of our competitors have greater financial, technical, sales and marketing, and other resources. Our competitors and new entrants may also be able to develop and market new technologies that render our existing or future products less competitive. For example, 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. The market may also react to these disruptive technologies in unpredictable ways inconsistent with our financial condition and results of operation. Furthermore, a reduction in the number and availability of compatible third-party applications or our inability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms, may adversely affect the sale of our solutions. Because of these and other factors, competitive conditions in the industry are likely to intensify in the future. Increased competition could result in price reductions, reduced net revenue and profit margins, and loss of market share, any of which would likely harm our business. Global economic and political conditions may further impact our industries, business, and financial results. Our overall performance depends largely upon domestic and worldwide economic and political conditions. The United States and other countries economies have experienced cyclical downturns, in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, decreased government spending, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, inflationary pressures and higher interest rates, bankruptcies, and overall uncertainty. These economic conditions can occur abruptly. For example, current geopolitical and global macro-economic 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. 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 conflicts in the Middle East; foreign exchange rate fluctuations; and the effect of these challenges on margins and cash flow. All of these factors continue to evolve and remain uncertain at this time, and some of these factors are not within our control. If economic growth in countries where we do business slows or if such countries experience further economic recessions, customers may delay or reduce technology purchases. Our customers include government entities, including the U.S. federal government, and if spending cuts impede the ability of governments to purchase our products and services, our revenue could decline. In addition, a number of our customers rely, directly and indirectly, on government spending. As described elsewhere in these risk factors, we are dependent on international revenue and operations and are subject to related risks of conducting business globally. Trends toward nationalism and protectionism, including imposition of tariffs and related trade wars, and the weakening or dissolution of international trade pacts may increase the cost of, or otherwise interfere with, conducting business. These trends have increased political and economic unpredictability globally and may increase the volatility of global financial markets, and the impact of such developments on the global economy remains uncertain. Political instability or adverse political developments in any of the countries in which we do business could harm our business, results of operations, and financial condition. A financial sector credit crisis could impair credit availability and the financial stability of our customers, including our distribution partners and channels. A disruption in the financial markets may also have an effect on our derivative counter-parties and could also impair our banking partners, on which we rely for operating cash management. 47 War, geopolitical conflicts, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business. Any of these events could harm our business, results of operations, and financial condition. Our business could be adversely impacted by the costs and challenges associated with strategic acquisitions and investments. 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 2025, fiscal 2026 and fiscal 2027. We also recently acquired MaintainX, Inc. The risks associated with such acquisitions include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities such as intellectual property infringement claims; failure to realize anticipated revenue and cost projections and expected synergies; the requirement to test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and diversion of management's time and attention. In addition, such acquisitions and investments involve other risks such as: the inability to retain customers, key employees, vendors, distributors, business partners, and other entities associated with the acquired business; the inability to integrate completed acquisitions or combinations in an efficient and timely manner; the potential that due diligence of the acquired business or solution does not identify significant problems; exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including claims from terminated employees, customers, or other third parties; the potential for incompatible business cultures; significantly higher than anticipated transaction or integration-related costs; the potential that a proposed transaction is not completed; 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 cybersecurity, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; potential additional exposure to economic, tax, currency, political, legal, and regulatory risks and liabilities, including risks associated with specific countries; and the potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another business. We may not be successful in overcoming such risks, and such acquisitions and investments may negatively impact our business. In addition, if we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. We may also incur significant costs, expenses and fees, including for professional services, other transaction costs, and potential termination fees, for which we will have received little or no benefit, and our stock price could decline. Acquisitions and investments have in the past and may in the future contribute to fluctuations in our quarterly financial results. These fluctuations could arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and investments, and could negatively impact our financial results. We are dependent on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks, which could adversely impact our financial results. International net revenue represented 65% of our net revenue for both the six months ended July 31, 2026 and 2025. Our international revenue, some of which comes from emerging economies, is subject to economic and political conditions in foreign markets, including those resulting from economic and political conditions in the United States. Our total revenue is also impacted by the relative geographical and country mix of our revenue over time. Our dependency on international revenue makes us much more exposed to global economic and political trends, which can negatively impact our financial results even if our results in the United States are strong for a particular period. 48 We anticipate that our international operations will continue to account for a significant portion of our net revenue and, as we expand our international development, sales, and marketing expertise, will provide significant support to our overall efforts in countries outside of the United States. Risks inherent in our international operations include: economic volatility; tariffs, quotas, and other trade barriers and restrictions, geopolitical conflicts, and any political or economic responses and counter-responses thereto by various global actors; fluctuating currency exchange rates, including devaluations, currency controls, and inflation, and risks related to any hedging activities we undertake; changes in regulatory requirements and practices; delays resulting from difficulty in obtaining export licenses for certain technology; different purchase patterns as compared to the developed world; operating in locations with a higher incidence of corruption and fraudulent business practices, particularly in emerging economies; compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption laws; difficulties in staffing and managing foreign sales and development operations; local competition; longer collection cycles for accounts receivable; U.S. and foreign tax law changes and the complexities of tax reporting; laws regarding the free flow of data across international borders and management of and access to data and public networks; possible future limitations upon foreign-owned businesses; increased financial accounting and reporting burdens and complexities; inadequate local infrastructure; greater difficulty in protecting intellectual property; software piracy; and other factors beyond our control, including popular uprisings, terrorism, war (including any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), natural disasters, and diseases and pandemics. Some of our business partners also have international operations and are subject to the risks described above. 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 new or increased tariffs on products imported from certain countries; economic sanctions on individuals, corporations, or countries; and other government regulations affecting trade between the United States and other countries in which we do business. For example, the United States and other global actors have continued to impose sanctions and export restrictions as a result of the war against Ukraine launched by Russia, the geopolitical landscape with respect to China, ongoing conflicts in the Middle East, and 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 regulations by other countries, suggest a broader purview for changes in U.S. trade policy, including a significant increase in the imposition of tariffs, as a component of U.S. foreign policy. For example, since March 2025 the United States has imposed additional tariffs on various commodities under authorities provided in Section 232 of the Trade Expansion Act of 1962, including but not limited to 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 qualifying 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. Although the U.S. government began rolling out a system to process refund requests for certain affected entities, 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. Between February 24, 2026, and July 24, 2026, the U.S. government also implemented a 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. Upon expiration of the Section 122 temporary import surcharge on July 24, 2026, the U.S. government implemented tariffs of up to 10% or 12.5% on imported commodities from 60 49 U.S. trading partners, with certain items excepted, under authorities provided under Section 301 of the Trade Act of 1974, following a determination by the U.S. Trade Representative that these trading partners have insufficiently implemented or enforced forced labor laws. The United States also recently announced an intent to impose 50% tariffs on certain products of Canada effective August 19, 2026 under authorities provided in Section 338 of the Tariff Act of 1930. Additional trade-related investigations by the U.S. government are in progress and could result in the imposition of additional tariffs, including under Sections 232, 301, 122, and 338. 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 new or increased tariffs and other changes in U.S. trade policy, including new sanctions and increased export restrictions, have triggered and could continue to trigger retaliatory actions by affected countries, including 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. These retaliatory measures could include responses such as the imposition of new or increased digital services taxes. The escalation of protectionist or retaliatory trade measures in either the United States or any other countries in which we do business, such as additional sanctions, a change in tariff structures, increased export 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 financial condition, operations, and business outlook. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks. We may not be able to predict subscription renewal rates and their impact on our future revenue and operating results. We are dependent on attracting new customers as well as renewing and expanding our business with existing customers. Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew, upgrade, or expand their subscriptions. We cannot assure renewal rates or the mix of subscriptions renewals. Customer renewal rates may decline or fluctuate due to a number of factors, including offering pricing; competitive offerings; customer satisfaction; volatility of flexible usage-based models; and reductions in customer spending levels, customer activity, or number of users due to economic downturns or financial markets uncertainty. If our customers do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline. 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. Our financial results, key metrics, and other operating metrics fluctuate within each quarter and from quarter to quarter, making our future revenue and financial results difficult to predict. Our quarterly financial results, key metrics, and other operating metrics have fluctuated in the past and will continue to do so in the future. These fluctuations have in the past caused and could in the future cause our stock price to change significantly or experience declines. We also provide investors with quarterly and annual financial forward-looking guidance that could prove to be inaccurate as a result of these fluctuations. In addition to the other risks described in these risk factors, some of the factors that have in the past caused and could in the future cause our financial results, key metrics, and other operating metrics to fluctuate include: general market, economic, business, and political conditions in Europe and APAC including from an economic downturn or recession in the United States or other countries, as well as economic and regulatory uncertainty; failure to produce sufficient revenue, billings, subscription, profitability, and cash flow growth; failure to accurately predict the impact of acquired businesses or to identify and realize the anticipated benefits of acquisitions, and successfully integrate such acquired businesses and technologies; shift to named-user plans and annual billing of multi-year contracts, which impacted the timing of our billings and cash collections in fiscal year 2024, 2025 and 2026 and which is expected to continue into fiscal year 2027; our ability to successfully introduce and expand new transaction models such as Flex; potential goodwill impairment charges related to prior acquisitions; failure to manage spend; 50 changes in billings linearity; changes in subscription mix, pricing pressure, or changes in subscription pricing; weak or negative growth in one or more of the industries we serve, including AECO, manufacturing, and digital media and entertainment markets; the success of new business or sales initiatives; security breaches and incidents, related reputational harm, and potential financial penalties to customers and government entities; restructuring or other accounting charges and unexpected costs or other operating expenses; timing of additional investments in our technologies or deployment of our services; changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board, Securities and Exchange Commission, or other rulemaking bodies; fluctuations in foreign currency exchange rates and the effectiveness of our hedging activity; dependence on and timing of large transactions; adjustments arising from ongoing or future tax examinations; the ability of governments around the world to adopt fiscal policies, meet their financial and debt obligations, and finance infrastructure projects; failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services; our ability to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, and new computing platforms; timing of the introduction of new products by us or our competitors; the financial and business condition of our reseller and distribution channels; perceived or actual technical or other problems with a product or combination of subscriptions; unexpected or negative outcomes of matters and expenses relating to litigation or regulatory inquiries; increases in cloud functionality-related expenses; timing of releases and retirements of offerings; changes in tax laws or tax or accounting rules and regulations, such as increased use of fair value measures; changes in sales compensation practices; failure to effectively implement and maintain our copyright legalization programs, especially in developing countries; renegotiation or termination of royalty or intellectual property arrangements; interruptions or terminations in the business of our consultants or third-party developers; timing and degree of expected investments in growth and efficiency opportunities; failure to achieve continued success in technology advancements; catastrophic events, natural disasters, or public health events, such as pandemics and epidemics; regulatory compliance costs; and failure to appropriately estimate the scope of services under consulting arrangements. We have also experienced fluctuations in financial results in interim periods in certain geographic regions due to seasonality or regional economic or political conditions. In particular, our financial results, key metrics, or other operating metrics in Europe during our third quarter are usually affected by a slower summer period, and our APAC operations typically experience seasonal slowing in our fourth quarter. War, geopolitical conflicts, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy, could also affect our business. Our operating expenses are based in part on our expectations for future revenue and are relatively fixed in the short term. Accordingly, any revenue shortfall below expectations has had, and in the future could have, an immediate and significant adverse effect on our profitability. Greater than anticipated expenses or a failure to maintain rigorous cost controls would also negatively affect profitability. We derive a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections, and if these offerings are not successful, our revenue would be adversely affected. 51 We derive a substantial portion of our net revenue from sales of subscriptions of a limited number of our offerings, including AutoCAD software, solutions based on AutoCAD, which include our collections that serve specific markets, and products that are interoperable with AutoCAD. Any factor adversely affecting sales of these subscriptions, including the product release cycle, market acceptance, product competition, performance and reliability, reputation, price competition, economic and market conditions, and the availability of third-party applications, would likely harm our financial results. During the six months ended July 31, 2026 and 2025, combined revenue from our standalone AutoCAD and AutoCAD LT family products represented 24% and 25% of our total net revenue, respectively. From time to time we realign or introduce new business and sales initiatives; if we fail to successfully execute and manage these initiatives, our results of operations could be negatively impacted. As part of our effort to accommodate our customers needs and demands and the rapid evolution of technology, from time to time we evolve our business and sales initiatives, such as shifting to annual billing of multi-year contracts, introducing and expanding new business models such as the new transaction model and Flex, realigning our development and marketing organizations, offering software as a service, and realigning our internal resources in an effort to improve efficiency. We may take such actions without clear indications that they will prove successful and, at times, we have been met with short-term challenges in the execution of such initiatives. Market acceptance of any new business or sales initiative is dependent on our ability to match our customers needs at the right time and price. Often, we have limited prior experience and operating history in these new areas of emphasis. If any of our assumptions about expenses, revenue, or revenue recognition principles from these initiatives proves incorrect, or our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our financial results will be negatively impacted. We may not successfully execute or achieve the expected benefits of our restructuring plan and other measures we may take in the future, and our efforts may adversely affect our business. During the first quarter of fiscal 2026, we initiated a restructuring plan (the 2026 Plan ), to support Autodesk's initiatives to optimize its go-to-market organization and, at the same time, to reallocate resources to Autodesk s strategic priorities such as investments in cloud, platform, and artificial intelligence. 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. These measures are intended to address our short and long-term objectives and are based on our current estimates, assumptions, and forecasts, which are subject to known and unknown risks and uncertainties. Implementation of these and any other initiatives may not achieve our expected benefits, may be disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have forecasted. In addition, our 2026 Plan 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. Net revenue, billings, earnings, cash flow, or subscriptions shortfalls or volatility of the market generally may cause the market price of our stock to decline. The market price for our common stock has experienced significant fluctuations and may continue to fluctuate significantly. The market price for our common stock has in the past been, and in the future may be, affected by a number of factors, including the other risks described in these risk factors and the following: shortfalls in our expected financial results, including net revenue, billings, earnings, and cash flow or key performance metrics, such as subscriptions, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations; quarterly variations in our or our competitors results of operations; general socioeconomic, political, or market conditions, including from an economic downturn or recession in the United States or in other countries, as well as economic and regulatory uncertainty; changes in forward-looking estimates of future results, how those estimates compare to securities analyst expectations, or changes in recommendations or confusion on the part of analysts and investors about the short- and long-term impact to our business; uncertainty about certain governments abilities to repay debt or effect fiscal policy; 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; 52 unusual events such as significant acquisitions, divestitures, regulatory actions, and litigation; changes in laws, rules, or regulations applicable to our business; outstanding debt service obligations; actions by activist shareholders or others, and our response to such actions; and other factors, including factors unrelated to our operating performance, such as instability affecting the economy or the operating performance of our competitors. Significant changes in the price of our common stock could expose us to costly and time-consuming litigation. Historically, after periods of volatility in the market price of a company s securities, a company becomes more susceptible to securities class action litigation. This type of litigation is often expensive and diverts management s attention and resources. As a result of our strategy of partnering with other companies for product development, our product delivery schedules could be adversely affected if we experience difficulties with our product development partners. We partner with certain independent firms and contractors to perform some of our product development activities. We believe our partnering strategy allows us to achieve efficiencies in developing new products and maintaining and enhancing existing product offerings. This strategy creates a dependency on independent developers. Independent developers, including those who currently develop solutions for us in the United States and throughout the world, may not be able or willing to provide development support to us in the future. In addition, use of development resources through consulting relationships, particularly in non-U.S. jurisdictions with developing legal systems, may be adversely impacted by, and expose us to risks relating to, evolving employment, export, and intellectual property laws. These risks could, among other things, expose our intellectual property to misappropriation and result in disruptions to product delivery schedules. We incorporate AI into our offerings, and challenges with properly managing its use could result in competitive harm, reputational harm, or liability, and adversely affect our results of operations. We are increasingly building AI into many of our offerings. We expect to rely on AI technologies to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI or at all. We may also fail to properly implement or market our AI offerings. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. The costs associated with developing and maintaining our AI offerings could exceed any financial benefits, at least for some period. Additionally, our offerings based on 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. For example, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. Social and ethical issues relating to the use of new and evolving technologies such as AI in our offerings, may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues. AI presents emerging ethical issues and if we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or legal liability. Government regulation addressing AI ethics, transparency requirements, or other aspects of the development, or use, or deployment of AI may also increase the burden and cost of research, development, and 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 the European Parliament on March 13, 2024, imposes obligations on providers and users of AI technologies. Some U.S. states have proposed, and in certain cases enacted, laws addressing aspects of the development and use of AI. Failure to address AI ethical and regulatory issues by us or others in our industry could undermine public confidence in 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 and certain of its current and former executives and directors have been named as defendants in ongoing shareholder lawsuits, which may result in additional expense and/or litigation. 53 Autodesk and certain of our officers and directors have been named in purported federal securities class action litigation arising out of our announcement of an internal investigation regarding Autodesk s free cash flow and non-GAAP operating margin practices. For additional discussion, see Part II, Item 1. Legal Proceedings and Note 14 to our Consolidated Financial Statements. The pending litigation, and any future litigation, investigation or other actions that may be filed or initiated against us or our officers or directors, may be time consuming and expensive. We cannot predict what losses we may incur in these litigation matters, and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to these matters. Any legal proceedings, if decided adversely to us, could result in significant monetary damages, penalties and reputational harm, and will likely involve significant defense and other costs. We have entered into indemnification agreements with each of our directors and certain of our officers, and our bylaws require us to indemnify each of our directors and officers. Further, our insurance may not cover all claims that have been or may be brought against us, and insurance coverage may not continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, including pursuant to our indemnification obligations, which could adversely affect our business, prospects, results of operations and financial condition. Risks Relating to Our Operations Security breaches or incidents may compromise the integrity of our or our customers systems, solutions, offerings, services, applications, data, or intellectual property, harm our reputation, damage our competitiveness, create additional liability, and adversely impact our financial results. As we digitize Autodesk and use cloud- and web-based technologies to leverage customer data to deliver the total customer experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use, disclosure, or other processing of, our and our customers information. Like other software offerings and systems, ours are vulnerable to security breaches and incidents, including those from acquired companies. Also, our ability to mitigate the risk of security breaches and incidents may be impacted by our limited control over our customers or third-party technology providers and vendors, or the processing of data by third-party technology providers and vendors, which may not allow us to maintain the integrity or security of such transmissions or processing. We devote significant resources in an effort to maintain the security and integrity of our systems, offerings, services, and applications (online, mobile, and desktop). 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. Hackers regularly have targeted our systems, offerings, services, and applications, and we expect them to do so in the future. To date, we have not considered any such identified security events as material to us, including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks will not be material or otherwise significant. Security breaches or incidents disrupt the proper functioning of our systems, solutions, offerings, applications, or services; cause errors in the output of our customers work; allow unauthorized access to or unauthorized use, disclosure, modification, loss, unavailability, or destruction of, sensitive data or intellectual property, including proprietary or confidential information of ours or our customers; or cause other destructive or disruptive outcomes. The risk of a security incident, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. These threats include, among others, identity theft, unauthorized access, DNS attacks, wireless network attacks, viruses and worms, malware, bugs, vulnerabilities, advanced persistent threats, application-centric attacks, peer-to-peer attacks, social engineering, phishing, credential stuffing, malicious file uploads, backdoor trojans, supply chain attacks, ransomware attacks, and distributed denial of service attacks. In addition, third parties may attempt to fraudulently induce our employees, vendors, partners, customers, or users to disclose information to gain access to our data or our customers or users data and there is the risk of employee, contractor, or vendor error or malfeasance. These 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 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. Additionally, these threats continue to evolve in sophistication and volume and are difficult to detect and predict due to advances in electronic warfare techniques, advances in cryptography and other technologies, including AI and machine learning. AI and machine learning technologies have the potential to increase the impact and speed of cyber-attacks, and may be able to be used to detect, and take advantage of vulnerabilities in, systems or networks. These or other uses of AI by third parties or our employees may increase our risks of being subject to a security breach or incident or increase the impact of certain attacks, breaches, or incidents. Despite our significant efforts to create security barriers to such threats, we cannot entirely mitigate these risks, and there is no guarantee 54 that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties will not gain unauthorized access to such information. Many governments have enacted laws requiring companies to provide notice of security breaches or incidents involving certain types of personal data and personal information. We are also contractually required to notify certain customers of certain security breaches or incidents. Any security breach or incident suffered, or believed to have been suffered, by us or by our technology providers or vendors could result in harm to our reputation and competitive position, difficulty attracting new customers (including government customers), retaining existing customers, and securing payment from customers, our expenditure of significant capital and other resources to evaluate and alleviate the security incident and to try to prevent further or additional incidents, and regulatory inquiries, investigations, and other proceedings, private claims, demands, lawsuits, potential liability, and the potential loss of our authorization under the Federal Risk and Authorization Management Program ( FedRAMP ). We could incur significant costs and liabilities, including due to litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, and costs for remediation and other incentives offered to customers or other business partners in an effort to maintain business relationships after a security breach or incident, and our financial performance could be negatively impacted. We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security incident. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a security incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation. Our use of third-party open source software could negatively affect our ability to sell subscriptions to access our products and subject us to possible litigation and greater security risks. We use third-party open source software. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and compliance with the open source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or 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 the terms of the particular open source license. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of the applicable license, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide clarity on their proper legal interpretation. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some or all of our software. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects. In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, and prospects and could help our competitors develop products and services that are similar to or better than ours. We rely on third parties to provide us with a number of operational and technical services; third-party security incidents could result in the loss of our or our customers data, expose us to liability, harm our reputation, damage our competitiveness, and adversely impact our financial results. We rely on third parties, such as Amazon Web Services, to provide us with operational and technical services. These third parties may have access to our systems, provide hosting services, or otherwise process data about us or our customers, 55 employees, or partners. Our ability to monitor such third parties security measures is limited. There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our such third parties systems have not been breached or otherwise compromised or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in an incident, breach, or other disruption to, our or these third parties systems. Any security breach or incident involving such third parties could compromise the integrity or availability of, or result in the theft or unauthorized use, modification, or other processing of, our and our customers data. In addition, our operations or the operations of our customers or partners could be negatively affected in the event of a security breach or incident and could be subject to the loss or theft of confidential or proprietary information, including source code. Unauthorized access to or other processing of data and other confidential or proprietary information may be obtained through break-ins, network breaches by unauthorized parties, employee theft or misuse, or other misconduct. If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, customers may buy fewer of our offerings and services, we could face lawsuits, regulatory investigation, fines, and potential liability, and our financial results could be negatively impacted. Delays in service from third-party service providers could expose us to liability, harm our reputation, damage our competitiveness, and adversely impact our financial results. From time to time, we may rely on a single or limited number of suppliers, or upon suppliers in a single country, for the provision of services and materials that we use in the operation of our business and production of our solutions. Inability of such third parties to satisfy our requirements could disrupt our operations or make it more difficult for us to implement our strategy. 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 cybersecurity in certain jurisdictions, and our financial results could be negatively impacted. We are investing in resources to update and improve our information technology systems to digitize Autodesk and support our customers. Should our investments not succeed, or if delays or other issues with new or existing information technology systems disrupt our operations, our business could be harmed. We rely on our network and data center infrastructure, technology systems, and websites for our development, marketing, operational, support, sales, accounting, and financial reporting activities. We continually invest resources to update and improve these systems to meet the evolving requirements of our business and customers. 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. Such improvements are often complex, costly, and time consuming. In addition, such improvements can be challenging to integrate with our existing technology systems, or may uncover problems with those systems. 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. Our software solutions are highly complex and may contain undetected errors, defects, or vulnerabilities, and are subject to service disruptions, degradations, outages or other performance problems, each of which could harm our business and financial performance. The software solutions that we offer are complex and, despite extensive testing and quality control, may contain errors, defects, or vulnerabilities. Some errors, defects, or vulnerabilities in our software solutions may only be discovered after they have been released. In addition, we have experienced, and may in the future experience, service disruptions, degradations, outages, and other performance problems in connection with our software solutions. Any errors, defects, vulnerabilities, service disruptions, degradations, outages or other performance problems could result in the need for corrective releases to our software solutions, damage to our reputation, damage to our customers businesses, loss of revenue, an increase in subscription cancellations, or lack of market acceptance of our offerings, any of which would likely harm our business and financial performance. If we do not maintain good relationships with the members of our distribution channel, or if our distribution channel suffers financial losses, becomes financially unstable or insolvent, or is not provided the right mix of incentives to sell our subscriptions, our ability to generate revenue will be adversely affected. We sell our software products both directly to end users and through a network of distributors and resellers. Our distributor, TD Synnex accounted for 8% and 18% of our total net revenue for the six months ended July 31, 2026 and 2025, respectively. Our revenue by direct sales channel may fluctuate as a percentage of total net revenue. We expect our indirect 56 channel will continue to transact and support a portion of our customers, particularly in emerging regions. Our ability to effectively distribute our solutions depends in part upon the financial and business condition of our distributor and reseller network. Computer software distributors and resellers typically are not highly capitalized, and have previously experienced difficulties during times of economic contraction as well as during the past several years. We have processes to ensure that we assess the creditworthiness of distributors and resellers prior to our sales to them. In the past we have taken steps to support them, and may take additional steps in the future, such as extending credit terms and adjusting our incentives. These steps, if taken, could harm our financial results. If our distributors and resellers were to become insolvent, they would not be able to maintain their business and sales or provide customer support services, which would negatively impact our business and revenue. Over time, we have modified and 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. Further, our distributors and resellers may lose confidence in our business, move to competitive products, or not have the skills or ability to support customers. In particular, if one or more of such distributors or resellers were unable to meet their obligations with respect to accounts payable to us, we could be forced to write off such accounts and may be required to delay the recognition of revenue on future sales to these customers. These events could have a material adverse effect on our financial results. We rely on software from third parties, and a failure to properly manage our use of third-party software could result in increased costs or loss of revenue. Many of our products are designed to include software licensed from third parties. Such third-party software includes software licensed from commercial suppliers and under public open source licenses. While we have internal processes to manage our use of such third-party software, if such processes are inadequate, we may be subject to copyright infringement or other third-party claims. If we are non-compliant with a license for commercial software, we may be required to pay penalties or undergo costly audits pursuant to the license agreement. In the case of open-source software licensed under certain copyleft licenses, the license itself, or a court-imposed remedy for non-compliant use of the open source software, may require that proprietary portions of our own software be publicly disclosed or licensed. This could result in a loss of intellectual property rights, increased costs, re-engineering of our software, damage to our reputation, or loss of revenue. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, support, indemnities, assurances of title or controls on origin of the software, or other contractual protections regarding infringement claims or the quality of the code. Likewise, some open source projects have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an as-is basis. Our business could be adversely affected if we are unable to attract and retain key personnel. Our success and ability to invest and grow depend largely on our ability to attract and retain highly skilled technical, professional, managerial, sales, and marketing personnel. Historically, competition for these key personnel has been intense. The loss of services of any of our key personnel, including key personnel joining our company through acquisitions, inability to retain and attract qualified employees in the future, or delays in hiring required personnel, particularly engineering and sales personnel, including sales leadership personnel, could make it difficult to meet key objectives, such as timely and effective product introductions and financial goals. We rely on third-party technologies and if we are unable to use or integrate these technologies, our solutions and service development may be delayed and our financial results negatively impacted. We rely on certain software that we license from third parties, including software that is integrated with internally developed software and used in our offerings to perform key functions. These third-party software licenses may not continue to be available on commercially reasonable terms, and the software may not be appropriately supported, maintained, or enhanced by the licensors. The loss of licenses to, or inability to support, maintain, and enhance any such software could result in increased costs or delays until equivalent software can be developed, identified, licensed, and integrated, which would likely harm our business. Disruptions in licensing relationships and with third-party developers could adversely impact our business. 57 We license certain key technologies from third parties. Licenses may be restricted in the term or the use of such technology in ways that negatively affect our business. Similarly, we may not be able to obtain or renew license agreements for key technology on favorable terms, if at all, and any failure to do so could harm our business. Our business strategy has historically depended in part on our relationships with third-party developers who provide products that expand the functionality of our design software. Some developers may elect to support other products or may experience disruption in product development and delivery cycles or financial pressure during periods of economic downturn. In particular markets, such disruptions have in the past, and would likely in the future, negatively impact these third-party developers and end users, which could harm our business. Technology created by outsourced product development, whether outsourced to third parties or developed externally and transferred to us through business or technology acquisitions, involves additional risks such as effective integration into existing products, adequate transfer of technology know-how, and ownership and protection of transferred intellectual property. Risks Relating to Laws and Regulations Increasing regulatory focus on privacy, data protection, and cybersecurity issues, as well as new and expanding laws and regulations, and customer requirements, addressing AI, data localization and sovereignty, and the collection and processing of data and information, may impact our business and expose us to increased liability. Our strategy to digitize Autodesk involves increasing our use of cloud- and web-based technologies and applications to leverage customer data to improve our offerings for the benefit of our customers. To accomplish this strategy, we must collect and otherwise process customer data, which may include personal data and personal information of users from different jurisdictions globally. We also collect and otherwise process personal data and personal information of our employees and contractors. As a result, numerous federal, state, and global laws and regulations relating to privacy, data protection, cybersecurity, and the collection, use, security, and other processing of personal data, personal information, and other data and information, apply to our data and information processing activities. The scope of these laws and regulations is rapidly evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules and is likely to remain uncertain for the foreseeable future. We also expect that there will continue to be new laws, regulations, and industry standards concerning these matters proposed and enacted in various jurisdictions. Globally, laws such as the General Data Protection Regulation ( EU ) 2016/679 ( GDPR ) in the European Union and the Personal Information Protection Law ( PIPL ) in China have been enacted, and numerous other countries have proposed or have enacted laws concerning these matters, and we expect new laws, regulations, and industry standards concerning these matters to be proposed and enacted in various jurisdictions. In addition, new and emerging laws and regulations in the United States governing privacy, data protection, and cybersecurity, such as the California Consumer Privacy Act ( CCPA ), the California Privacy Rights Act ( CPRA ), other laws and regulations in other states, and numerous laws and regulations at the U.S. federal level, have been enacted or otherwise promulgated. These laws and regulations, as well as industry self-regulatory codes, industry standards, and other actual and asserted obligations to which we are or may be asserted to be subject, create new compliance obligations and substantially expand the scope of potential liability and provide greater penalties for non-compliance. For example, the GDPR provides for penalties of up to 20 million or 4% of a company s annual global revenue, whichever is greater, the PIPL provides for penalties of up to 50 million renminbi or 5% of a company's annual revenue and disgorgement of all illegal gains, whichever is greater, and the CCPA provides for penalties of up to $7,500 per violation. These laws, regulations, and codes may also impact our innovation and business drivers in developing new and emerging technologies (e.g., AI and machine learning). These requirements, among others, may impact demand for our offerings and force us to bear the burden of expanded obligations in our contracts. Many laws and regulations relating to privacy and data protection impose restrictions on cross-border transfers of personal data. Available data transfer mechanisms impose obligations on us and other companies that engage in cross-border personal data transfers and are complex, uncertain, and subject to active litigation and enforcement actions in a number of jurisdictions around the world. 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. 58 In addition, the CPRA and many other recently enacted state laws addressing privacy and cybersecurity provide for additional obligations and grant additional rights to consumers such as correction of personal information and additional opt-out rights. These laws have required us to modify our data processing practices and policies and may cause us to make additional modifications, and to incur substantial costs and expenses, in our efforts to comply. Additionally, privacy advocacy groups and technology and other industries are considering various new, additional, or different self-regulatory standards that may place, or be asserted to place, additional burdens on us. 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. These, as well as conflicting obligations imposed by laws and regulations in various jurisdictions around the world, have caused and may cause variation in requirements, increase restrictions and potential legal risk and impact strategies and the availability of, and our ability to process, previously useful data, potentially exposing us to additional expense, adverse publicity, and liability. Governments, regulators, plaintiffs attorneys, and privacy advocates have increased their focus on how companies collect, use, store, share, transmit, and otherwise process personal data, personal information, and certain other data and information. Any perception of our practices, products, offerings, or services as violating of individual privacy or data protection rights, or failing to comply with obligations under laws or regulations relating to privacy, data protection, or cybersecurity, may subject us to public criticism, lawsuits, reputational harm, or investigations, claims, demands, or other proceedings by regulators, industry groups or other third parties, all of which could disrupt or adversely impact our business and expose us to fines, penalties, and other liabilities. Moreover, because the interpretation and application of many laws, regulations, and other actual and asserted obligations relating to privacy, data protection, cybersecurity, and the collection, use, security, and other processing of data and information are uncertain, it is possible that these laws, regulations, and obligations may be interpreted and applied in a manner that is inconsistent with our practices or the features of our products, offerings, and services. We could be required to fundamentally change our business activities and practices or modify our products, offerings, and services, any of which could require significant additional expense and adversely affect our business and results of operations, including impacting our ability to innovate, delaying our development roadmap, negatively impacting our efforts to understand our customers, limiting the effectiveness of our marketing activities, adversely affecting our relationships with customers and our ability to compete, harming our margins, and subjecting us to additional liabilities. If we are obligated to fundamentally change our business activities and practices or modify our products, offerings, or services, we may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new products, offerings, and services could be limited. We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. Our offerings are subject to export controls and economic sanctions laws and regulations that prohibit the delivery of certain solutions and services or the export of these solutions and services to locations, governments, and persons targeted by applicable sanctions without the required export authorizations. While we have processes to prevent our offerings from being exported in violation of these laws, including obtaining authorizations as appropriate and screening against U.S. government and applicable international lists of restricted and prohibited persons, we cannot guarantee that these processes will prevent all violations of export controls and sanctions laws and regulations. If our channel partners fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences including government investigations and penalties. We presently incorporate export controls and sanctions compliance requirements in our channel partner agreements. Complying with export controls and sanctions laws and regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Violations of applicable sanctions or export control laws or regulations can result in fines or penalties. For additional risks regarding sanctions and trade protectionism, please see the risk factor entitled We are dependent on international revenue and operations . . . earlier in this section. If we are not able to adequately protect our proprietary rights, our business could be harmed. We rely on a combination of patent, copyright, and trademark laws, trade secret protections, confidentiality procedures, and contractual provisions to protect our proprietary rights. However, the steps we take to protect our intellectual property 59 rights may be inadequate. While we have patent applications pending in the United States and throughout the world, we may be unable to obtain patent protection for the technology covered in our patent applications. In addition, any patents issued to us in the future may not provide us with competitive advantages or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our efforts to protect our proprietary rights, unauthorized parties from time to time have copied or reverse engineered aspects of our software or have obtained and used information that we regard as proprietary. Policing unauthorized use of our software is time-consuming and costly. We are unable to measure the extent to which unauthorized use of our software exists and we expect that unauthorized use of software will remain a persistent problem, particularly in emerging economies. Additionally, we actively protect the secrecy of our confidential information and trade secrets, including our source code. If unauthorized disclosure of our source code occurs, we could potentially lose future trade secret protection for that source code. Unauthorized disclosure of our source code could make it easier for third parties to compete with our offerings by copying functionality, which could adversely affect our financial performance and our reputation. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our employees, customers, contractors, vendors, and partners. However, it is possible that our confidential information and trade secrets may be disclosed or published without our authorization. If this were to occur, it may be difficult and/or costly for us to enforce our rights, and our financial performance and reputation could be negatively impacted. We may face intellectual property infringement claims that could be costly to defend and result in the loss of significant rights. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our business. Third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights, even if we are unaware of the intellectual property rights claimed against us. As more software patents are granted worldwide, the number of offerings and competitors in our industries grows, and the functionality of products in different industries overlaps, we expect that software developers will be increasingly subject to infringement claims. Additionally, certain patent assertion entities have become more aggressive in threatening and pursuing litigation in attempts to obtain fees for licensing the right to use patents. Any claims or threats of infringement or misappropriation, whether with or without merit, have been and could in the future be time-consuming to defend, result in costly litigation and diversion of resources, cause product delays, require us to change our products or business practices, prevent us from offering our software and services, or require us to enter into royalty or licensing agreements. In addition, such royalty or license agreements, if required, may not be available on acceptable terms, if at all, which would likely harm our business. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications, or refund fees, which could be costly. Furthermore, from time to time we may introduce or acquire new products, including in areas where we historically have not competed, which could increase our exposure to patent and other intellectual property claims. Contracting with government entities exposes us to additional risks inherent in the government procurement process. We provide products and services, directly and indirectly, to a variety of government entities. Risks associated with licensing and selling products and services to government entities include extended sales and collection cycles, varying governmental budgeting processes, and adherence to complex procurement regulations and other government-specific contractual requirements, which are subject to change by the government, and which may require significant upfront cost, time, and resources, with no assurance that we will secure contracts with government entities. Furthermore, government certification requirements applicable to our platform, including FedRAMP, may change and, in doing so, restrict our ability to sell into the governmental sector until we have attained the full or revised certification. Governmental entities may also have statutory, contractual or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. We have obtained authorization under FedRAMP for certain offerings, which facilitates our entry into the U.S. federal government market. Such certification is subject to rigorous compliance and if we lose our certification, it could inhibit or preclude our ability to contract with certain U.S. federal government customers. In addition, some customers may rely on our authorization under FedRAMP to help satisfy their own legal and regulatory compliance requirements and our failure to maintain FedRAMP authorization might result in a breach under public sector contracts obtained on the basis of such authorization. This could subject us to liability, result in reputational harm, and adversely impact our financial condition or operating results. 60 We may be subject to audits and investigations relating to our government contracts and any violations could result in civil and criminal penalties and administrative sanctions, including termination of contracts, payment of fines, and suspension or debarment from future government business, as well as harm to our reputation and financial results. Risks Relating to Financial Developments We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. Because we conduct a substantial portion of our business outside the United States, we face exposure to adverse movements in foreign currency exchange rates, which could have a material adverse impact on our financial results and cash flows. These exposures may change over time as business practices evolve and economic conditions change. We use derivative instruments to manage a portion of our cash flow, revenue and expense exposure to fluctuations in foreign currency exchange rates. As part of our risk management strategy, we use foreign currency contracts to manage a portion of our exposures of underlying assets, liabilities, and other obligations, which exist as part of our ongoing business operations. These foreign currency instruments may have maturities that extend for one to 18 months in the future and provide us with some protection against currency exposures. However, our attempts to hedge against these risks may not be completely successful, resulting in an adverse impact on our financial results. The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given period. Although our foreign currency cash flow hedge program extends beyond the current quarter in order to reduce our exposure to foreign currency volatility, we do not attempt to completely mitigate this risk, and in any case, will incur transaction fees in adopting such hedging programs. Such volatility, even when it increases our revenues or decreases our expenses, impacts our ability to accurately predict our future results and earnings. In addition, global events, including geopolitical and economic developments, may contribute to volatility in foreign exchange markets, which we may not be able to effectively manage, and our financial results could be adversely impacted. Additionally, countries in which we operate may be classified as highly inflationary economies, requiring special accounting and financial reporting treatment for such operations, or such countries currencies may be devalued, or both, which may adversely impact our business operations and financial results. Our debt service obligations may adversely affect our financial condition and cash flows from operations. As of July 31, 2026, we had outstanding indebtedness in an aggregate principal amount of $2.5 billion under notes due at various times from June 2027 to June 2035 and $1 billion of short-term outstanding borrowings under the commercial paper program, and on August 3, 2026, we borrowed $1 billion under the Term Loan Agreement in connection with the acquisition of MaintainX, all as described in Part I, Item 1 Financial Statements , Note 11, Borrowing Arrangements. In May 2025, and as amended on June 15, 2026, we entered into the 2025 Credit Agreement, which provides for an unsecured revolving loan facility in an aggregate principal amount of up to $2 billion, as described in Part I, Item 1, Financial Statements, Note 11, Borrowing Arrangements . Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could: cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments increase our vulnerability to adverse changes in general economic, industry, and competitive conditions; limit our flexibility in planning for, or reacting to, changes in our business and our industry; impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate, or other purposes and due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers, dispose of all or substantially all of the assets of Autodesk and its subsidiaries, taken as a whole, materially change our business, and incur subsidiary indebtedness, subject to customary exceptions. We are required to comply with the covenants set forth in the 2025 Credit Agreement and the Term Loan Agreement. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, we would not be able to incur additional indebtedness under the 2025 Credit Agreement described in Part I, Item 1, Financial Statements, Note 11, Borrowing Arrangements, and the lenders under the 2025 Credit Agreement or the lenders under the Term Loan Agreement, as applicable, could declare any outstanding indebtedness under the 2025 Credit Agreement or the Term Loan Agreement, respectively, immediately due and payable, which declaration could also lead to a default under agreements governing our outstanding senior notes and any future indebtedness and could significantly impair our ability to 61 issue commercial paper. In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of our securities. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under the 2025 Credit Agreement and the Term Loan Agreement could increase. Downgrades in our credit ratings could also restrict our ability to obtain additional financing in the future and could affect the terms of any such financing. In addition, a downgrade of our short-term credit ratings could impact our ability to access the commercial paper markets and increase our borrowing costs on commercial paper or alternative funding sources, including our revolving credit facility or other credit facilities. If our access to commercial paper markets were to become limited, we would need to obtain short-term funding under our revolving credit facility, which would expose us to variable interest rates. Our investment portfolio consists of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. If general economic conditions decline, this could cause the credit ratings of our investments to deteriorate and illiquidity in the financial marketplace, and we may experience a decline in interest income and an inability to sell our investments, leading to impairment in the value of our investments. It is our policy to invest our cash, cash equivalents, and marketable securities in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings and to limit the amounts invested with any one institution, type of security, or issuer. However, we are subject to general economic conditions, interest rate trends, and volatility in the financial marketplace that can affect the income that we receive from our investments, the net realizable value of our investments (including our cash, cash equivalents, and marketable securities), and our ability to sell them. Any one of these factors could reduce our investment income or result in material charges, which in turn could impact our overall net income (loss) and earnings (loss) per share. From time to time we make direct investments in privately held companies. Investments in privately held companies are considered inherently risky. The technologies and products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of all or a substantial part of our initial investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies and, as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. A loss on any of our investments may cause us to record an other-than-temporary impairment charge. The effect of this charge could impact our overall net income and earnings per share. In any of these scenarios, our liquidity may be negatively impacted, which in turn may prohibit us from making investments in our business, taking advantage of opportunities, and potentially meeting our financial obligations as they come due. Changes in tax rules and regulations, and uncertainties in interpretation and application, could materially affect our tax obligations and effective tax rate. We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our effective tax rate is primarily based on our geographic mix of earnings; statutory rates; stock-based compensation; intercompany arrangements, including the manner in which we develop, value, and license our intellectual property; and enacted tax rules. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions on a worldwide basis. While we believe our tax positions, including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be challenged by tax authorities and, if our positions are not sustained, may have a significant impact on our effective tax rate and cash taxes. Tax laws in the United States and in foreign tax jurisdictions are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Due to the complexity and varying interpretations of new and existing tax laws, the U.S. Department of Treasury and other standard-setting bodies have issued and will continue to issue regulations and interpretative guidance that could significantly impact how we will apply the law and the ultimate effect on our results of operations, including for our prior tax years. For example, California has recently amended its sales tax law to subject certain retail sales of digital pre-written software, cloud-based applications, and software services to sales tax in California, effective January 1, 2027, which may increase the cost to our California-based customers of purchasing our products. In addition, increases in corporate tax rates, could increase our effective tax rate, cash taxes and have an adverse effect on our results from operations. Increasingly, tax authorities are reviewing existing corporate tax regulatory and legal regimes. Many countries are actively considering or implementing new taxing regimes and changes to existing tax laws. This could include U.S. and foreign tax law developments related to changes to long-standing tax principles arising from proposals made by the Organization for Economic 62 Co-operation and Development (the OECD ) that seek to allocate greater taxing rights to countries where customers are located and establish a global minimum tax rate of 15% ( Pillar Two ). 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. If U.S. or foreign tax authorities change applicable tax laws or successfully challenge how or where our profits are currently recognized, our overall taxes could increase, and our business, financial condition, or results of operations may be adversely impacted. If we were required to record an impairment charge related to the value of our long-lived assets or an additional valuation allowance against our deferred tax assets, our results of operations would be adversely affected. Our long-lived assets are tested for impairment if indicators of impairment exist. If impairment testing shows that the carrying value of our long-lived assets exceeds their estimated fair values, we would be required to record a non-cash impairment charge, which would decrease the carrying value of our long-lived assets, adversely affecting our results of operations. Our deferred tax assets include net operating loss, amortizable tax assets, and tax credit carryforwards that can be used to offset taxable income and reduce income taxes payable in future periods. Each quarter, we assess the need for a valuation allowance, considering both positive and negative evidence to determine whether all or a portion of the deferred tax assets are more likely than not to be realized. We continue to have a valuation allowance against certain U.S. and foreign deferred tax assets. Changes in the amount of the U.S. and foreign jurisdictions valuation allowance could also result in a material non-cash expense or benefit in the period in which the valuation allowance is adjusted, and our results of operations could be materially affected. We will continue to perform these tests on our worldwide deferred tax assets, and any future adjustments to the realizability of our deferred tax assets may have a material effect on our financial condition and results of operations. General Risk Factors Our business may be significantly disrupted upon the occurrence of a catastrophic event. Our business is highly automated and relies extensively on the availability of our network and data center infrastructure, our internal technology systems, and our websites. We also rely on hosted computer services from third parties for services that we provide to our customers and computer operations for our internal use. The failure of our systems or hosted computer services due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, other climate-related events (such as drought, water security, heat waves, cold waves, and poor air quality), telecommunications failure, power failure, cyber-attack, terrorism or war (including the ongoing wars between Ukraine and Russia and conflicts in the Middle East, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), or business interruption from epidemics or pandemics, or the fear of such events, could adversely impact our business, financial results, and financial condition. For example, our corporate headquarters and executive offices are located near major seismic faults in the San Francisco Bay Area and face annual periods of wildfire danger, which increase the probability of power outages and may impact employees abilities to commute to work or to work from home. We have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic event; however, there can be no assurance that these plans and systems would enable us to return to normal business operations. In addition, any such event could negatively impact a country or region in which we sell our products. This could in turn decrease that country s or region s demand for our products, negatively impacting our financial results. We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become involved in regulatory inquiries in the future, all of which are costly, distracting to our core business, and could result in an unfavorable outcome or a material adverse effect on our business, financial condition, results of operations, cash flows, or the trading prices for our securities. We are involved in legal proceedings and receive inquiries from regulatory agencies. As the global economy has changed and our business has evolved, we have seen an increase in litigation activity and regulatory inquiries. Like many other technology companies, the number and frequency of inquiries from U.S. and foreign regulatory agencies we have received regarding our business and our business practices, as well as the business practices of others in our industry, have increased in recent years. In the event we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Any claims or regulatory actions initiated by or against us, whether successful or not, could result in high defense costs, damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of 63 management time, diversion of operational resources, or otherwise harm our business. In any such event, our financial results, results of operations, cash flows, or trading prices for our securities could be negatively impacted. Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations. Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practices could have a significant adverse effect on our results of operations or the way we conduct our business. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting, including an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year. This assessment must include a statement as to whether or not our internal control over financial reporting is effective and disclosure of any material weaknesses in our internal control over financial reporting identified by management. If our management or independent registered public accounting firm identifies one or more material weaknesses in our internal control over financial reporting, we are unable to assert that our internal control over financial reporting is effective, or our independent registered public accounting firm is unable to express an opinion that our internal controls are effective, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our business and stock price. In preparing our financial statements we make certain assumptions, judgments, and estimates that affect amounts reported in our consolidated financial statements which, if not accurate, may significantly impact our financial results. We make assumptions, judgments, and estimates for a number of items, including revenue recognition for product subscriptions and enterprise business agreements, the determination of the fair value of acquired assets and liabilities, and the realizability of deferred tax assets. We also make assumptions, judgments, and estimates in determining the accruals for uncertain tax positions, variable compensation, partner incentive programs, loss contingencies, and operating lease liabilities. These assumptions, judgments, and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as of the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results. ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no sales of unregistered securities during the three months ended July 31, 2026. 64 Issuer Purchases of Equity Securities Autodesk's stock repurchase programs provide Autodesk with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time and has the effect of returning excess cash generated from our business to stockholders. Under the share repurchase programs, Autodesk may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, tender offers, or by other means. The share repurchase programs do not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares or dollar amount available in the authorized pool, cash requirements for acquisitions, cash requirements to retire outstanding debt, economic and market conditions, stock price, and legal and regulatory requirements. The following table provides information about the repurchase of common stock in open-market transactions during the three months ended July 31, 2026: (Shares in thousands)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (2) May 1 - May 31, 2026449 $240.31 449 $6,929 June 1 - June 30, 20261,099 201.51 1,099 $6,708 July 1 - July 31, 2026592 209.57 592 $6,584 Total2,140 $211.89 2,140 ________________ (1)This represents shares purchased in open-market transactions under the stock repurchase plans approved by the Board of Directors. (2)These amounts correspond to the plans publicly announced and approved by the Board of Directors in November 2022 and November 2024 that each authorized the repurchase of $5 billion. At July 31, 2026, $1.58 billion and $5 billion remained available for repurchase under the November 2022 and November 2024 repurchase programs, respectively. The plans do not have a fixed expiration date. See Part I, Item 1, Financial Statements, Note 15, Stockholders' Equity, in the Notes to the Condensed Consolidated Financial Statements for further discussion. ITEM 3.DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4.MINE SAFETY DISCLOSURES Not applicable. ITEM 5.OTHER INFORMATION Securities Trading Plans of Directors and Executive Officers During our last fiscal quarter ended July 31, 2026, the following officer(s), as defined in Rule 16a-1(f), adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, as follows: On May 29, 2026, Andrew Anagnost, our President and Chief Executive Officer terminated his pre-existing Rule 10b5-1 trading arrangement adopted on August 29, 2025 providing for the sale from time to time of an aggregate of up to 93,097 shares of our common stock. On June 23, 2026, Mr. Anagnost, adopted a new Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 66,394 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 July 1, 2027, or earlier if all transactions under the trading arrangement are completed. No other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, each as defined in Regulation S-K Item 408. 65