ADSK · Autodesk

282 filings

8-K

ADSK 8-K Current Reports

Autodesk - 282 current reports

Filing record · 2016–202610-K1110-Q328-K113

Showing 1-50 of 282 filings

8-K

Material AgreementsFinancial EventsOther Events+1

Autodesk 8-K Report, Material Agreement (Sep 10, 2026)

Autodesk, Inc. (ADSK) has announced the successful issuance and sale of $1 billion in aggregate principal amount of senior notes through a public offering. This debt issuance comprises $500 million of 5.050% Notes due 2029 and $500 million of 5.650% Notes due 2033. The primary purpose of this offering is to refinance existing debt, specifically to repay $1.0 billion under its Term Loan Credit Agreement dated June 15, 2026. This strategic move indicates Autodesk's proactive management of its capital structure and debt obligations. The company entered into an underwriting agreement with a syndicate of underwriters led by Morgan Stanley, BNP Paribas Securities Corp., and Citigroup Global Markets Inc. The notes are governed by an indenture, with customary covenants and events of default outlined. Investors should note the potential for a change in control offer to repurchase the notes and the company's option to redeem them. This offering, filed under a Form S-3 registration statement, provides Autodesk with significant liquidity and allows for a more favorable debt maturity profile.

Sep 10, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 27, 2026)

Autodesk (ADSK) reported fiscal 2027 second quarter results (quarter ended July 31, 2026) with total revenue of $2.05 billion, up 16% year over year as reported and 14% in constant currency. Billings grew 10% to $1.854 billion. GAAP diluted EPS was $2.33, up from $1.46 a year earlier, and non-GAAP diluted EPS was $3.30, up from roughly $2.62 implied by the stated $0.68 increase. GAAP operating margin expanded 4 points to 29% and non-GAAP operating margin rose 2 points to 41%. Operating cash flow was $575 million and free cash flow was $561 million, up 24%. Growth was broad-based: Design revenue rose 16%, Make rose 26%, and AECO rose 17%. Management raised fiscal 2027 billings and revenue guidance, citing stronger underlying growth and the contribution from the MaintainX acquisition. Full-year billings are now guided to $8.575-$8.650 billion and revenue to $8.295-$8.345 billion. Non-GAAP operating margin guidance is unchanged at about 39%, as operating leverage and go-to-market optimization are offset by MaintainX margin dilution. Free cash flow guidance was narrowed to $2.725-$2.750 billion, which includes roughly $45 million of MaintainX transaction expenses. The GAAP operating margin guidance of 25%-27% and the Q3 revenue guidance of $2.125-$2.140 billion are also relevant to the outlook. Two items warrant investor attention. Unbilled deferred revenue fell 8% and remaining performance obligations grew only 2%, which management attributes to the deliberate wind-down of multi-year discounting and Maintenance-to-Subscription renewals. The company also took on significant debt: short-term debt of $994 million and current notes payable of $499 million appear on the balance sheet, and the company repurchased $901 million of stock during the first half. Cash and equivalents rose to $4.1 billion, but accounts receivable fell sharply to $684 million from $1.439 billion at fiscal year-end, which is a seasonal pattern that should be read with care.

Aug 27, 2026 8-K

Other Events

Autodesk 8-K Report, Corporate Update (Aug 3, 2026)

Autodesk, Inc. (ADSK) announced the successful completion of its previously disclosed acquisition of MaintainX Inc. on August 3, 2026. This strategic move, formalized by an Agreement and Plan of Merger dated May 28, 2026, signifies Autodesk's intent to expand its product portfolio and market reach within the software industry. While specific financial terms of the acquisition were not detailed in this 8-K filing, the closing of this deal is a significant event that investors should monitor for future integration and synergy realization. The acquisition of MaintainX, a company in a complementary sector, is expected to bolster Autodesk's offerings and potentially drive future revenue growth. Investors will be looking for subsequent filings and management commentary to understand the financial impact, including any potential impact on earnings per share, and the strategic rationale behind this integration. The filing confirms the completion of the transaction, which was a key development anticipated by the market.

Aug 3, 2026 8-K

Other Events

Autodesk 8-K Report, Corporate Update (Jul 13, 2026)

Autodesk, Inc. has announced the establishment of an unsecured commercial paper program with a maximum aggregate principal amount of $2.0 billion. This program allows the company to issue short-term debt notes with maturities up to 365 days to fund general corporate purposes, including partially financing the previously announced merger with Matterhorn Acquisition Corp. The commercial paper program is backed by the company's existing $2.0 billion unsecured revolving credit facility, providing a layer of financial flexibility. While no notes have been issued yet, this initiative suggests Autodesk is proactively managing its liquidity and financing strategy to support its growth initiatives and strategic acquisitions. Investors should monitor the company's utilization of this program and its impact on its debt structure and cash flow.

Jul 13, 2026 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Autodesk 8-K Report, Bylaw Amendment (Jun 18, 2026)

Autodesk, Inc. (ADSK) filed an 8-K on June 18, 2026, detailing key outcomes from its Annual Meeting of Stockholders held on June 17, 2026. The primary events include the approval of an amendment to the Certificate of Incorporation to implement officer exculpation, a measure permitted by Delaware law designed to protect corporate officers from certain liabilities. Additionally, the filing confirms the election of eleven individuals to the Board of Directors, with all nominees receiving substantial support from shareholders. The ratification of Ernst & Young LLP as the independent auditor and the advisory approval of executive compensation were also approved. Investors should note the overwhelming support for the director nominees, indicating confidence in the current leadership. The implementation of officer exculpation, while largely a procedural governance enhancement aligned with Delaware statutes, is presented as a measure approved by stockholders and described in detail in the company's proxy statement. The rejection of a specific stockholder proposal regarding amendment to special meeting rights suggests that the majority of voting power favored the current corporate governance framework.

Jun 18, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Autodesk 8-K Report, Material Agreement (Jun 15, 2026)

Autodesk, Inc. (ADSK) has filed an 8-K report on June 15, 2026, detailing significant updates to its credit facilities aimed at supporting its upcoming merger with MaintainX Inc. The company amended its existing revolving credit agreement, increasing the facility size from $1.5 billion to $2 billion. This amendment also introduces more favorable borrowing conditions specifically for funds used to close the MaintainX acquisition, enhancing funding certainty. Furthermore, Autodesk has entered into a new $1.0 billion, 364-day delayed draw term loan facility, also provided by Citibank. This term loan is exclusively for funding the MaintainX acquisition and will mature 364 days after the closing date. The report highlights the terms, interest rates (Base Rate or SOFR-based), and ticking fees associated with this new facility. These financing enhancements underscore Autodesk's commitment to the MaintainX acquisition and provide substantial liquidity to ensure its successful completion.

Jun 15, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (May 28, 2026)

Autodesk (ADSK) reported first quarter fiscal 2027 results (quarter ended April 30, 2026) that beat on the top and bottom lines and raised full-year guidance. Revenue grew 18% year over year as reported (16% in constant currency) to $1.93 billion, billings rose 18% to $1.69 billion, and GAAP operating margin expanded to 28% from 14% a year earlier, helped by lower restructuring charges (down to $30 million from $105 million). Non-GAAP operating margin reached 39%, and GAAP diluted EPS rose to $2.32 from $0.70 (non-GAAP EPS $2.99 vs. $0.70 in the prior year's figure as shown in the release). Operating cash flow was $893 million and free cash flow $876 million, both up 58%, though the period was also affected by a large swing in accounts receivable collections and a strong prior-year base for some cost lines. management raised fiscal 2027 guidance: revenue of $8.155-8.215 billion, billings of $8.505-8.580 billion, non-GAAP EPS of $12.40-12.65, and free cash flow of $2.725-2.800 billion. Guidance excludes the pending MaintainX acquisition, which management says will be included after the deal closes. The CFO flagged that guidance continues to reflect potential disruption from the sales restructuring and the new transaction model, so investors should weigh the strong quarter against that expected near-term disruption. Growth in AECO (up 20%) and Make/MFG (up 25%) was strong, while AutoCAD and AutoCAD LT grew a more modest 15%. The filing also highlights the announced acquisition of MaintainX, which is intended to expand Autodesk's unified operations platform. No deal price or financing terms are disclosed in this 8-K, so the financial impact on the balance sheet and future margins remains to be assessed once the transaction closes.

May 28, 2026 8-K

Material AgreementsRegulation FDExhibits & Filings

Autodesk 8-K Report, Material Agreement (May 28, 2026)

On May 28, 2026, Autodesk (ADSK) entered into a definitive Agreement and Plan of Merger to acquire MaintainX Inc., a maintenance and operations software provider, for aggregate consideration of approximately $3.575 billion (about $3.6 billion per the press release), structured as a reverse triangular merger with MaintainX surviving as a wholly-owned subsidiary. The deal is all-cash, not subject to financing conditions, and is expected to be funded through a combination of cash on hand and debt, including borrowings under a new 364-day term loan and potentially the revolving credit facility, which is expected to be upsized. Autodesk may later refinance with senior unsecured notes, bank debt, or commercial paper. Closing is subject to HSR antitrust clearance and customary conditions; the earliest possible closing date is August 3, 2026, and either party may terminate if the merger has not closed by November 28, 2026, subject to two three-month automatic extensions tied to regulatory approvals. Strategically, the acquisition is a key step in Autodesk's push to extend its platform beyond design and make into operations, under its newly formed Autodesk Operations Solutions (AOS) unit, which also includes Tandem, Flexsim, Fusion Operations, and Factory Design Utilities. Management argues MaintainX's frontline maintenance workflows and high-frequency asset data will enable higher-value AI, extend customer engagement from the years-long design phase to decades of asset operation, and expand the addressable market. MaintainX reportedly expects more than $135 million of calendar 2026 ARR growing over 50%, implying a high-growth asset relative to Autodesk's overall scale. For investors, the key considerations are the size of the cash and debt outlay relative to Autodesk's balance sheet, the incremental interest expense and potential dilution to margins from acquisition-related costs and amortization, and execution risk in integrating a fast-growing acquisition into the AOS portfolio. The filing does not disclose MaintainX's profitability, the full purchase price allocation, or the expected accretion/dilution profile, so these remain open questions pending further company disclosure, including the investor presentation posted on investors.autodesk.com.

May 28, 2026 8-K

Leadership ChangesExhibits & Filings

Autodesk 8-K Report, Executive Changes (Apr 24, 2026)

Autodesk, Inc. (NASDAQ: ADSK) disclosed in an 8-K filed April 24, 2026 that director Stephen Milligan will not stand for re-election at the 2026 Annual Meeting of Stockholders. Milligan informed the Board on April 20, 2026 of his decision, and he will continue to serve until the conclusion of his current term. Milligan is a seasoned technology executive who served on the audit committee during his tenure, and the Board, chaired by Stacy Smith, thanked him for his financial and executive leadership. To fill the seat, the Board has nominated Omar Abbosh, CEO of Pearson and former senior leader at Microsoft and Accenture, as a new independent director for election by shareholders at the annual meeting. The company frames Abbosh's experience in AI-driven customer experience as relevant to Autodesk's strategy. Following the change, the Board will have 11 directors, 10 of them independent. For investors, this is a routine governance update rather than a signal about operations, financial results, or guidance. The filing contains no financial data. The items to monitor are the proxy statement, which will provide details on Abbosh's independence, committee assignments, and any audit committee changes left by Milligan's departure, and the shareholder vote at the annual meeting.

Apr 24, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Feb 26, 2026)

Autodesk reported strong fiscal 2026 fourth-quarter results on February 26, 2026, with revenue rising 19% year-over-year (on both reported and constant-currency bases) to $1.96 billion and billings up 33% to $2.80 billion. Growth was led by AECO (up 22%) and the Make business, while EMEA grew 25%. Profitability improved, with non-GAAP operating margin reaching 38% and non-GAAP EPS of $2.85 (up from $2.29). GAAP diluted EPS was $1.48, and free cash flow rose 43% to $972 million. For the full year, revenue grew 18% to $7.21 billion, billings rose 30% to $7.77 billion, and free cash flow reached $2.41 billion, up 54%. The main investor debate centers on fiscal 2027 guidance and the restructuring. Management guided FY27 revenue to $8.10-$8.17 billion and billings to $8.48-$8.58 billion, with non-GAAP EPS of $12.29-$12.56 and free cash flow of $2.7-$2.8 billion. CFO Janesh Moorjani said the guidance includes prudence for "temporary risk to billings and revenue as we operationalize our sales optimization plan," which relates to the company's new transaction model. Q4 restructuring charges of $100 million (versus $15 million a year earlier) weighed heavily on GAAP results, and GAAP operating margin was flat at 22%. Investors will need to weigh the strong underlying momentum against the near-term transition risk in the new transaction model. The balance sheet also shifted during the year. Long-term notes payable rose to $2.48 billion from $1.99 billion after $499 million of new debt was issued and $300 million was repaid, and the company repurchased $1.40 billion of stock. Cash and cash equivalents increased to $2.25 billion. Deferred revenue grew, and remaining performance obligations reached $8.3 billion (up 20%), with current RPO up 23%, supporting visibility into future revenue.

Feb 26, 2026 8-K

Financial EventsRegulation FDExhibits & Filings

Autodesk 8-K Report, Exit or Disposal Costs (Jan 22, 2026)

On January 22, 2026, Autodesk announced a worldwide restructuring plan that marks the final phase of its multi-year sales and marketing (go-to-market) optimization. The plan is expected to eliminate approximately 7% of the workforce (about 1,000 employees), with a significant portion of reductions in customer-facing sales roles, and to reallocate resources to AI, platform, industry cloud, and corporate functions. Management expects total pre-tax restructuring charges of roughly $135 million to $160 million, primarily severance-related, with $90 million to $110 million recorded in Q4 fiscal 2026 and the remainder in fiscal 2027. Substantially all of the cash outlay is expected in fiscal 2027, and the plan is slated for completion by the end of fiscal 2027, subject to local law and consultation requirements. Alongside the restructuring, Autodesk said it now expects Q4 and full-year fiscal 2026 billings, revenue, non-GAAP operating margin, non-GAAP EPS, and free cash flow to all exceed the top end of its prior guidance from November 25, 2025. The company intends to exclude restructuring charges from its non-GAAP results, so the headline guidance beat should be evaluated alongside the GAAP charges. The CEO's internal letter stresses that this will not become an annual process and is not driven by the external environment or an effort to replace people with AI. For investors, the key trade-offs are a near-term charge that depresses GAAP earnings, a cost base reduction intended to expand operating margins, and a partial reinvestment of savings in strategic priorities through fiscal 2027. The filing's forward-looking risks include whether anticipated savings and benefits materialize as quickly as expected, whether costs exceed estimates, potential effects on recruiting and retention, and whether updated guidance is met.

Jan 22, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Nov 25, 2025)

Autodesk reported fiscal Q3 2026 (quarter ended October 31, 2025) results that beat expectations and prompted a full-year guidance raise. Revenue grew 18% to $1.85 billion (18% in constant currency), billings grew 21% to $1.855 billion, and GAAP diluted EPS rose to $1.60 from $1.27 while non-GAAP EPS reached $2.67, up $0.50 year over year. Growth was led by AECO, which rose 23% to $921 million, and EMEA, up 23%. Management cited outperformance in AECO, better-than-expected up-front revenue, the Autodesk Store, and billings linearity, along with successful execution of the sales and marketing optimization plan. Cash generation was strong, with operating cash flow of $439 million (up 110%) and free cash flow of $430 million (up 116%). For the nine months, operating cash flow was $1.46 billion versus $915 million a year earlier, though this partly reflects the shift to the new transaction model. Unbilled deferred revenue rose 43% to $3.5 billion, lifting total RPO to $7.36 billion (up 20%), while reported deferred revenue grew only 5%. GAAP operating margin improved to 25% and non-GAAP operating margin to 38%. For fiscal 2026, management raised guidance: revenue of $7.150-$7.165 billion, billings of $7.465-$7.525 billion, non-GAAP EPS of $10.18-$10.25, and free cash flow of $2.26-$2.29 billion. Q4 revenue is guided to $1.901-$1.917 billion. Investors should note that free cash flow guidance includes a one-time ~$160 million discrete benefit from US deferred tax assets and ~$115 million of restructuring cash outflows, and that the company's debt rose to $2.48 billion long-term after new issuance and repayment of a $300 million note. Management also noted that macro uncertainty remains elevated.

Nov 25, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 28, 2025)

Autodesk's fiscal Q2 2026 (quarter ended July 31, 2025) showed strong top-line momentum, with total revenue up 17% year over year (18% in constant currency) to $1.76 billion, and billings up 36% to $1.68 billion. Growth was led by the AECO product family (+23%) and Design revenue (+17%), with Americas and EMEA each growing about 18-19%. GAAP diluted EPS rose to $1.46 from $1.30 and non-GAAP EPS to $2.62 from $2.15, while operating cash flow of $460 million and free cash flow of $451 million were both more than double the prior year's levels. GAAP operating margin improved to 25% and non-GAAP operating margin reached 39%. Management attributed the strength to sustained AECO investment in data centers, infrastructure, and industrial buildings, which offset commercial softness, and cited stronger-than-expected Autodesk Store performance, billings linearity, and up-front revenue. Management raised full-year fiscal 2026 guidance, citing first-half strength and additional foreign exchange tailwinds, while keeping macroeconomic assumptions unchanged. Full-year revenue is now guided to $7.025-$7.075 billion and billings to $7.355-$7.445 billion. Full-year GAAP EPS is guided to $4.68-$5.09 and non-GAAP EPS to $9.80-$9.98, with free cash flow of $2.2-$2.275 billion. Q3 revenue is guided to $1.80-$1.81 billion. Guidance includes a restructuring cash outflow of $105-$115 million and a one-time discrete cash benefit of $130-$150 million from utilizing U.S. deferred tax assets. The filing also disclosed that the SEC and the U.S. Attorney's Office for the Northern District of California have closed their inquiries into the company's free cash flow and non-GAAP operating margin practices, which had been under investigation since early 2024. The quarter also carried some notable balance-sheet and cost items. Six-month restructuring charges reached $111 million, and total long-term notes payable rose to $2.48 billion after new debt issuance, with $300 million of notes repaid. Share repurchases totaled $712 million in the first half, compared with $120 million a year earlier. Accounts receivable fell sharply to $532 million from $1,008 million at fiscal year-end, a seasonal pattern that is common for the company. Investors should weigh the strong growth and raised guidance against the GAAP margin pressure from restructuring and the substantial stock-based compensation expense.

Aug 28, 2025 8-K

Regulation FD

Autodesk 8-K Report, Regulation FD Disclosure (Jul 14, 2025)

Autodesk, Inc. (ADSK) filed an 8-K on July 14, 2025, providing a business update focused on the company's strategic priorities and confidence in driving long-term shareholder value. The update reiterates a commitment to executing plans centered around cloud, platform, and artificial intelligence (AI) advancements. Autodesk also highlighted its ongoing efforts to optimize sales and marketing operations to enhance profit margins, alongside a disciplined capital allocation strategy. This includes prioritizing organic investments, pursuing strategic tuck-in acquisitions, and continuing its share repurchase program as free cash flow growth permits. While the filing does not introduce specific new financial figures, it serves to reinforce management's strategic direction and optimism. Investors should note that the company explicitly states this information is for disclosure purposes and not deemed 'filed' under Section 18 of the Exchange Act, meaning it carries no direct liability under that specific section. The filing also includes a comprehensive safe harbor statement detailing numerous risks and uncertainties that could impact future results, ranging from product adoption and global economic conditions to geopolitical tensions and technological changes, including those related to AI and its new transaction model.

Jul 14, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Autodesk 8-K Report, Executive Changes (Jun 20, 2025)

Autodesk, Inc. (ADSK) filed an 8-K on June 19, 2025, detailing key updates from its Annual Meeting of Stockholders held on June 18, 2025. The most significant disclosures include the formal appointment of Jeff Epstein and A. Christine Simons to the Audit Committee of the Board of Directors, both of whom have been designated as "audit committee financial experts." This strengthens the oversight capabilities of the Audit Committee, a crucial function for investor confidence. Furthermore, Autodesk's stockholders overwhelmingly approved the amendment and restatement of the 2022 Equity Incentive Plan. This plan is a critical component of the company's executive and employee compensation strategy, influencing talent retention and long-term performance. Investors should note that the details of this amended plan were previously outlined in the company's proxy statement filed on May 6, 2025. The filing also confirms the election of ten directors to the Board, all of whom received substantial shareholder support.

Jun 20, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

Autodesk 8-K Report, Material Agreement (Jun 6, 2025)

Autodesk, Inc. (ADSK) announced on June 5, 2025, the successful completion of a public offering and sale of $500 million in aggregate principal amount of 5.300% Notes due 2035. The net proceeds from this offering are intended for general corporate purposes, which may include the repayment of existing indebtedness. This debt issuance is structured under an underwriting agreement with Citigroup Global Markets Inc., BofA Securities, Inc., and J.P. Morgan Securities LLC, acting as representatives for the underwriters. The issuance of these notes, governed by an indenture, introduces specific terms related to interest payments, potential repurchase obligations upon a change in control coupled with a credit rating downgrade, and redemption options for Autodesk. The indenture also includes customary covenants that place certain restrictions on Autodesk and its subsidiaries regarding the incurrence of liens, sale and lease-back transactions, and significant asset dispositions. Investors should note the defined events of default, which could lead to accelerated repayment of the principal amount.

Jun 6, 2025 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Autodesk 8-K Report, Financial Results (May 22, 2025)

Autodesk (ADSK) reported first quarter fiscal 2026 results (quarter ended April 30, 2025) with total revenue of $1,633 million, up 15% year-over-year (16% in constant currency), and billings of $1,434 million, up 29%. Subscription revenue drove growth, with AECO up 20% and Design up 14%. Non-GAAP operating margin expanded 3 points to 37%, and non-GAAP diluted EPS rose to $2.29 from $1.87. GAAP results were weaker: GAAP operating margin fell 7 points to 14%, and GAAP diluted EPS declined to $0.70 from $1.16, reflecting a $105 million restructuring charge, a $54 million non-cash cumulative stock-based compensation adjustment related to the Employee Stock Purchase Program, and higher stock-based compensation expense ($230 million versus $149 million). Free cash flow rose 14% to $556 million, and the company repurchased $354 million of common stock, up from $9 million a year earlier. Management guided Q2 FY26 revenue to $1,720-$1,730 million and full-year FY26 revenue to $6,925-$6,995 million, with full-year non-GAAP EPS of $9.50-$9.73 and free cash flow of $2.1-$2.2 billion. CFO Janesh Moorjani said business momentum has not changed versus recent quarters, while guidance incorporates currency movements and additional caution about macroeconomic uncertainty. Leadership is also changing. Chief Accounting Officer Stephen W. Hope will step down as principal accounting officer after the Form 10-Q filing and leave the company at the end of August 2025. CFO Janesh Moorjani will take on the principal accounting officer role. Investors should weigh the strong top-line and cash flow trends against the large GAAP-to-non-GAAP gap and the restructuring activity.

May 22, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Autodesk 8-K Report, Material Agreement (May 8, 2025)

Autodesk, Inc. (ADSK) has filed an 8-K report detailing the entry into a new $1.5 billion unsecured revolving credit facility, effective May 8, 2025. This new facility replaces their previous credit agreement and provides a significant source of liquidity for general corporate purposes and working capital. The agreement allows for potential increases up to $2.0 billion, demonstrating financial flexibility. The credit facility has a termination date of May 8, 2030, with options for extension, and its terms include interest rates based on the Base Rate or Term SOFR plus a margin, and quarterly facility fees. This move signals Autodesk's proactive approach to managing its liquidity and capital structure.

May 8, 2025 8-K

Leadership ChangesMaterial AgreementsExhibits & Filings

Autodesk 8-K Report, Material Agreement (Apr 24, 2025)

Autodesk (ADSK) disclosed on April 24, 2025 that it entered into a cooperation agreement dated April 23, 2025 with activist investor Starboard Value. Under the agreement, Starboard withdraws its March 20, 2025 slate of director nominees for the 2025 annual meeting (June 18, 2025), agrees to vote in line with the Board's recommendations on all matters, and accepts customary standstill restrictions. In exchange, Autodesk appoints two new directors, Jeff Epstein and Anna Christine Simons (known as Christie Simons), effective immediately after the annual meeting. Until then, both serve as non-voting observers. Following the meeting, the Board will have 12 directors, 11 of them independent. For investors, the settlement removes the near-term proxy contest risk and brings in directors with relevant finance and audit expertise. Epstein is a former Oracle EVP and CFO with public-company board experience, and Simons is a former Deloitte senior partner with deep technology audit experience. The Chairman's statement and Starboard's statement both emphasize profitability and execution on industry cloud, platform, and AI strategies, which signals that margin improvement is a shared priority. The company will also reimburse Starboard's documented expenses from August 1, 2024 onward, including legal fees. Those costs are modest relative to the company's size and are not material to the financial statements. The filing is governance-focused rather than financial. It contains no new results, guidance, or capital allocation changes. The main forward-looking items are whether the new directors influence margin and capital allocation decisions, and whether the standstill and voting terms hold through the standstill period, which runs until 15 business days before the 2026 nomination deadline or 100 days before the first anniversary of the 2025 meeting, whichever is earlier.

Apr 24, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Autodesk 8-K Report, Executive Changes (Apr 2, 2025)

Autodesk (ADSK) filed a brief Form 8-K on April 2, 2025 disclosing that director Elizabeth "Betsy" Rafael informed the Board on April 1, 2025 that she will not stand for re-election at the company's 2025 Annual Meeting of Stockholders. The filing is a board-composition and governance disclosure. It contains no financial results, guidance, or material financial impact, and the company's press release states her decision aligns with the completion of her advisory role with Autodesk, which concludes April 30, 2025. Rafael has been a significant figure in Autodesk's governance and finance leadership. She joined the Board in September 2013, chaired the Audit Committee from March 2016 to May 2024, and served as Interim CFO from May 31, 2024, until December 16, 2024. Her interim CFO tenure covered a period of leadership transition in the finance function. CEO Andrew Anagnost credited her with overseeing significant growth and positioning the finance organization for future success, and Rafael said the company is well positioned to build on its momentum. For investors, the departure is largely a planned, non-contentious transition rather than a signal of operational distress, but it does reduce the Board's institutional experience in audit and finance oversight. Investors may want to watch for the announcement of a replacement Audit Committee chair and any new director nominees ahead of the 2025 annual meeting, as these will shape the Board's financial oversight going forward.

Apr 2, 2025 8-K

Earnings & ResultsLeadership ChangesFinancial Events+2

Autodesk 8-K Report, Financial Results (Feb 27, 2025)

Autodesk (ADSK) reported fourth-quarter and full-year fiscal 2025 results (quarter ended January 31, 2025) that were strong on the top line but accompanied by a significant restructuring announcement. Q4 total revenue grew 12% to $1.64 billion, billings rose 23% to $2.11 billion, and GAAP diluted EPS was $1.40 versus $1.31 a year earlier, with non-GAAP diluted EPS of $2.29 versus $2.09. For the full year, revenue reached $6.13 billion (up 12% as reported, 13% in constant currency), free cash flow rose to $1.57 billion from $1.28 billion, and total subscriptions grew about 516 thousand to 7.79 million. Net revenue retention was within the 100-110% range. The headline item for investors is a worldwide restructuring plan (the "2026 Plan") that will eliminate roughly 9% of the workforce, or about 1,350 employees. Autodesk expects total pre-tax restructuring charges of approximately $135 million to $150 million, mostly cash, to be completed by the end of fiscal 2026. The company says the move optimizes its go-to-market organization and reallocates resources toward cloud, platform, and AI. Management also described the initiation of an "optimization phase" of its sales and marketing plan, and said that once complete it expects GAAP margins "among the best in the industry." Fiscal 2026 guidance calls for revenue of $6.895 to $6.965 billion, billings of $7.06 to $7.21 billion, GAAP operating margin of 21% to 22%, non-GAAP operating margin of 36% to 37%, and free cash flow of $2.075 to $2.175 billion, which includes $110 to $120 million of restructuring cash outflows and a $130 to $150 million discrete cash benefit from U.S. deferred tax assets. Separately, director Mary T. McDowell will not stand for re-election at the 2025 annual meeting.

Feb 27, 2025 8-K

Leadership ChangesOther EventsExhibits & Filings

Autodesk 8-K Report, Executive Changes (Jan 21, 2025)

Autodesk, Inc. (ADSK) filed an 8-K on January 20, 2025, primarily announcing two key updates. Firstly, John T. Cahill, who was previously appointed to the Board of Directors in December 2024, has now been appointed to the Audit Committee, effective January 18, 2025. The Board has also determined that Mr. Cahill qualifies as an "audit committee financial expert," which is a positive indication of enhanced financial oversight and governance expertise on the committee responsible for financial reporting and internal controls. Secondly, the company has set the date for its 2025 Annual Meeting of Stockholders for June 18, 2025. This date's proximity to prior year anniversaries has necessitated adjustments to the deadlines for stockholders wishing to submit proposals or nominate directors. Investors should note the revised submission windows for proxy access director nominees and other business items, with specific dates provided for proposals intended for inclusion in the proxy materials and those for other business or non-proxy access nominations.

Jan 21, 2025 8-K

Leadership ChangesExhibits & Filings

Autodesk 8-K Report, Executive Changes (Dec 18, 2024)

Autodesk (ADSK) filed an 8-K on December 18, 2024 reporting board changes and a planned reduction in board size. The Board increased its authorized membership from eleven to thirteen and appointed two new independent directors, John T. Cahill (former Chairman and CEO of Kraft Foods) and Ram Krishnan (EVP and COO of Emerson), effective immediately. Neither has been assigned to a Board committee yet. The filing does not describe any financial results, guidance, or operational metrics. Director Lorrie Norrington informed the Board that she will not stand for re-election at the 2025 Annual Meeting of Stockholders. Elizabeth Rafael's employment agreement was amended so she remains an employee in an Advisor role through April 30, 2025, reporting to the CEO and supporting the onboarding of the Company's new Chief Financial Officer. She will continue to serve on the Board. The company's press release states that Autodesk intends to reduce the size of the Board by its 2025 Annual Meeting. For investors, the main takeaways are governance-related: the Board is refreshing its membership, adding operating and industrial-technology experience, and planning a smaller board, while a CFO transition is underway. The filing does not disclose the new CFO's identity or any related compensation terms, so investors should look to subsequent filings for those details.

Dec 18, 2024 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Autodesk 8-K Report, Financial Results (Nov 26, 2024)

Autodesk reported fiscal Q3 2025 results (quarter ended October 31, 2024) with total revenue up 11% to $1.57 billion (12% in constant currency) and total billings up 28% to $1.54 billion. Recurring revenue was 97% of total. GAAP operating margin fell 2 points to 22% and non-GAAP operating margin fell 3 points to 36%, while GAAP diluted EPS rose to $1.27 from $1.12 and non-GAAP diluted EPS rose to $2.17 from $2.07. Free cash flow was $199 million, up $186 million year over year. Net revenue retention stayed within the 100-110% range on a constant currency basis, and RPO grew 17% to $6.11 billion. Management attributed the strength to a smooth launch of the new transaction model in Western Europe and to go-to-market optimization, and raised the midpoints of its FY25 billings, revenue, margin, EPS and free cash flow guidance. FY25 guidance now calls for billings of $5.90-$5.98 billion (up 14-15%), revenue of $6.115-$6.130 billion (up about 11%), non-GAAP operating margin of 35.5-36%, non-GAAP EPS of $8.29-$8.35 and free cash flow of $1.47-$1.50 billion. Investors should note that the margin compression and the sharp billings growth are partly driven by the transaction model shift and timing effects, and that deferred revenue fell 9% to $3.66 billion while unbilled deferred revenue rose $1.24 billion. Separately, Autodesk named Janesh Moorjani, currently CFO of Elastic NV, as CFO effective December 16, 2024, succeeding interim CFO Elizabeth (Betsy) Rafael, who will remain an advisor through fiscal 2025 and return to the Board as an independent director. Moorjani's offer includes a $650,000 base salary, a 90% EIP target, a $500,000 one-time cash bonus and sizable RSU and PSU grants.

Nov 26, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 29, 2024)

Autodesk reported fiscal Q2 2025 results (quarter ended July 31, 2024) that beat expectations on growth and profitability and led management to raise the midpoints of its full-year fiscal 2025 guidance. Total revenue rose 12% (13% in constant currency) to $1.51 billion, and total billings grew 13% to $1.24 billion. Recurring revenue was 97% of total. GAAP operating margin expanded 4 points to 23% and GAAP diluted EPS rose to $1.30 from $1.03. Non-GAAP operating margin reached 37% and non-GAAP diluted EPS was $2.15, up from $1.91. Current remaining performance obligations, a forward indicator of revenue over the next twelve months, grew 11% to $3.90 billion. Management attributed the raised outlook to broad-based growth across AEC and manufacturing and to a smooth launch of the new transaction model in North America. The quality of the quarter needs some context. Reported deferred revenue fell 13% to $3.69 billion, but this reflects the shift to the new transaction model: unbilled deferred revenue rose $1.18 billion to $2.17 billion, and that amount is not recorded on the balance sheet. Operating cash flow was $212 million and free cash flow was $203 million, both well ahead of the prior year. Year-to-date free cash flow of $690 million is lower than the $842 million reported a year earlier, however. Accounts receivable fell sharply to $402 million from $876 million at fiscal year-end, and the company completed roughly $801 million of business combinations in the first half, which increased goodwill to $4.25 billion. Full-year guidance now calls for revenue of $6.08–$6.13 billion, billings of $5.88–$5.98 billion, GAAP EPS of $4.88–$5.01, and free cash flow of $1.45–$1.50 billion. Investors should weigh the strong operating momentum against the accounting and transition effects. Non-GAAP results exclude substantial stock-based compensation, which was about 11% of revenue in the quarter, so GAAP margins and EPS are the more conservative benchmark. The key metrics, billings and net revenue retention (NR3, within 100–110% on a constant-currency basis), should be viewed alongside GAAP revenue rather than as substitutes for it. The 8-K also notes that the company's interim CFO spoke on the call, which is relevant context for governance and leadership continuity.

Aug 29, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Autodesk 8-K Report, Bylaw Amendment (Jul 18, 2024)

Autodesk, Inc. (ADSK) filed an 8-K on July 17, 2024, detailing key corporate governance updates following its Annual Meeting of Stockholders held on July 16, 2024. The most significant development is the approval and filing of an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. These changes, effective July 16, 2024, permit stockholders holding 25% or more of the company's voting power to call special meetings, a notable shift in corporate governance that enhances shareholder rights. Additionally, the filing reports the election of eleven individuals to the Board of Directors, all of whom were approved by a substantial majority of votes. The company also secured stockholder approval for the ratification of Ernst & Young LLP as its independent registered public accounting firm for fiscal year 2025 and for the non-binding advisory vote on executive compensation. The outcome of the stockholder proposal to enable shareholders holding 15% of common stock to call special meetings was also disclosed, indicating a majority voted against it. These events reflect the company's ongoing efforts to align its governance structures with shareholder interests.

Jul 18, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Jun 11, 2024)

Autodesk (ADSK) reported first quarter fiscal 2025 results (quarter ended April 30, 2024) with total revenue up 12% (13% in constant currency) to $1.42 billion, and current remaining performance obligations up 12% to $3.92 billion. GAAP operating margin expanded 4 points to 21% and non-GAAP operating margin rose 3 points to 35%. GAAP diluted EPS was $1.16 versus $0.75 a year earlier, and non-GAAP diluted EPS was $1.87 versus $1.55. Revenue growth and margin expansion were solid, and the company reaffirmed a full-year fiscal 2025 outlook. The quality of the quarter is more mixed. Total billings declined 5% to $1.11 billion, deferred revenue fell 12% to $3.96 billion, and operating cash flow dropped $229 million to $494 million, with free cash flow of $487 million. Management attributes the billings and cash weakness partly to the company's shift from up-front to annual billing for multi-year contracts, so investors should weigh the revenue and margin gains against this slower cash conversion. Net revenue retention remained in the 100–110% range, and sequential Design revenue declined 2%. Balance sheet changes were notable: goodwill rose to $4.13 billion from $3.65 billion, and cash used in business combinations was $637 million, reflecting acquisition activity that also drove acquisition-related costs and higher intangible assets. Share repurchases were minimal at $9 million versus $512 million a year earlier. Full-year guidance calls for revenue of $5.99–6.09 billion, billings of $5.81–5.96 billion, and non-GAAP EPS of $7.99–8.21.

Jun 11, 2024 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Autodesk 8-K Report, Financial Results (Jun 3, 2024)

Autodesk (ADSK) filed this 8-K to disclose the results of an Audit Committee investigation into its free cash flow and non-GAAP operating margin practices, along with preliminary first-quarter fiscal 2025 results (quarter ended April 30, 2024) and updated business outlook. The company stated that no restatement or adjustment of any audited or unaudited, filed or previously announced GAAP or non-GAAP financial statements will be required. The Committee found that, during fiscal 2022 through 2024, Autodesk relied heavily on multiyear upfront billed contracts, offered customer incentives to accept upfront billing, renew early, or pay before fiscal year-end, and made discretionary spending, collections, and payables decisions informed by their effects on free cash flow and margin targets. The Committee said these decisions were not calculated to influence compensation outcomes, and it proposed remedial measures covering financial communications, organizational functions, and policies. Separately, management noted that fiscal 2024 multiyear upfront billings from enterprise customers were substantially lower than in fiscal 2022 and 2023. Preliminary Q1 FY25 revenue was approximately $1.42 billion, with GAAP diluted EPS of about $1.16 and non-GAAP diluted EPS of about $1.87. Management guided Q2 FY25 revenue to $1,475-$1,490 million and full-year FY25 revenue to $5,990-$6,090 million (up 9-11%), with billings guided to $5,810-$5,960 million (up 12-15%). Full-year free cash flow guidance is $1,430-$1,500 million, and non-GAAP EPS guidance is $7.99-$8.21. The company remains in a closed period until it files its Form 10-K and reports full Q1 earnings. Leadership changed as well. Chief Financial Officer Deborah Clifford became Chief Strategy Officer, and director Elizabeth Rafael was appointed Interim CFO. Rafael is no longer considered an independent director under Nasdaq rules and has stepped down from the Audit Committee. Her compensation is a $300,000 monthly salary plus a $250,000 RSU grant, and she is not eligible for the executive incentive or severance programs. Investors should weigh the credibility of prior free cash flow reporting, the reduced upfront billings trend, and the timing of the delayed 10-K and earnings call.

Jun 3, 2024 8-K

Securities & ListingRegulation FDExhibits & Filings

Autodesk 8-K Report, Listing Notice (Apr 25, 2024)

Autodesk (ADSK) disclosed on April 25, 2024 that it received a Nasdaq deficiency notice dated April 19, 2024 because it has not timely filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2024. The notice has no immediate effect on the listing or trading of the company's common stock on the Nasdaq Global Select Market. Autodesk has 60 calendar days from the notice to submit a compliance plan, and Nasdaq may grant an extension of up to 180 calendar days from the 10-K due date, or until October 14, 2024, to regain compliance. The delay stems from an ongoing internal investigation overseen by the audit committee, described in the earlier Form 12b-25 filing (April 1, 2024) and the April 16, 2024 press release. The company states the investigation's subject is unchanged from prior disclosures and that it does not currently believe any matters under review affect previously issued financial statements or the February 29, 2024 earnings release. The filing does not give a completion date for the investigation or the 10-K, so the timing remains uncertain. For investors, the key near-term risks are the length of the investigation, the possibility of further delay or restatement if findings change the company's view, and whether Nasdaq accepts the compliance plan. The notice is a procedural listing issue rather than a current trading restriction, but the open-ended timeline and the unresolved audit committee review warrant monitoring until the Form 10-K is filed.

Apr 25, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Feb 29, 2024)

Autodesk (ADSK) reported fourth-quarter fiscal 2024 results (quarter ended January 31, 2024) that were mixed: revenue grew 11% as reported (14% at constant currency) to $1.47 billion, and GAAP diluted EPS was $1.31 versus $1.35 a year earlier, while non-GAAP diluted EPS rose to $2.09 from $1.86. Operating margins were steady, with GAAP operating margin at 21% and non-GAAP at 36%, both flat year over year. The headline concern is the sharp drop in billings, which fell 19% to $1.71 billion, and operating cash flow, which fell to $437 million from $911 million. Management attributes the billings and cash flow decline largely to the company's transition to a new transaction model (shifting multi-year contracts from upfront to annual billing), so these figures are not directly comparable to prior periods. Deferred revenue fell 7% to $4.26 billion, but current remaining performance obligations grew 13% to $4.0 billion, which management points to as a better indicator of forward revenue visibility. For full fiscal 2024, revenue reached $5.50 billion (up 10%, or 13% at constant currency), with subscription plan revenue up 10% and recurring revenue at 98% of total. Free cash flow fell to $1.28 billion from $2.03 billion, and GAAP diluted EPS rose to $4.19 from $3.78. Subscriptions reached 7.53 million, up about 785 thousand. Net revenue retention stayed within the 100% to 110% range on a constant currency basis. For fiscal 2025, Autodesk guided to revenue of $5.99 to $6.09 billion (up 9% to 11%), billings of $5.81 to $5.96 billion (up 12% to 15%), non-GAAP EPS of $7.89 to $8.11, and free cash flow of $1.43 to $1.50 billion. Management stated that underlying revenue growth should exceed 10% after adjusting for the new transaction model, acquisitions, the absence of prior true-up revenue, and currency effects. Investors should weigh the strong guidance and recurring revenue base against the near-term billings and cash flow declines, and should review the GAAP-to-non-GAAP reconciliations, since significant items such as stock-based compensation are excluded from the non-GAAP figures.

Feb 29, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Nov 21, 2023)

Autodesk reported fiscal Q3 2024 (quarter ended October 31, 2023) revenue of $1,414 million, up 10% as reported and 13% at constant currency, with recurring revenue at 98% of total. GAAP operating margin rose 4 points to 24%, and non-GAAP operating margin rose 3 points to 39%. GAAP diluted EPS was $1.12 and non-GAAP diluted EPS was $2.07, versus $0.91 and $1.70 a year earlier. Current remaining performance obligations grew 12% to $3.52 billion, and management cited a record enterprise business agreement (EBA) signed during the quarter. The quality of the quarter is weaker than the headline figures suggest. Total billings fell 11% to $1,204 million, and operating cash flow was only $18 million, down $451 million year over year. Free cash flow was $13 million, compared with $460 million a year earlier. Management attributed the revenue outperformance mainly to larger-than-expected expansions of existing EBAs, which are recognized over time, while billings and cash collections lagged. Net revenue retention remained in the 100 to 110 percent range. Management raised full-year FY24 revenue, EPS, and free cash flow guidance. Full-year revenue is now guided to $5,450 to $5,465 million (up about 9%), and full-year billings are guided down 11% to 12%. Full-year free cash flow is guided to $1,200 to $1,260 million. The filing does not state prior guidance, so the size of the raise cannot be measured from this document. Investors should weigh the revenue and earnings strength against the billings decline and the sharp drop in cash generation, and watch whether billings and cash flow recover in Q4.

Nov 21, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 23, 2023)

Autodesk (ADSK) reported fiscal Q2 2024 results (quarter ended July 31, 2023) showing continued top-line growth but notable softness in forward-looking billings and cash generation. Total revenue rose 9% (12% in constant currency) to $1,345 million, with recurring revenue at 98% of total and current remaining performance obligations up 12% to $3.51 billion. GAAP diluted EPS was $1.03 and non-GAAP diluted EPS was $1.91, versus $0.85 and $1.65 a year earlier. Non-GAAP operating margin was flat at 36%, while GAAP operating margin declined 1 point to 19%. The quarter's weak spots were billings and cash flow. Total billings fell 8% to $1,095 million, and operating cash flow dropped $122 million to $135 million, leaving free cash flow of $128 million, down $118 million year over year. Management attributed the billings decline partly to the company's ongoing transition from upfront to annual billing for multi-year contracts. Management also said that early expansion of some enterprise business agreements (EBAs) expected to renew later in the year reduced the likelihood of more cautious forecast scenarios, and it raised the low end of its guidance ranges. Full-year FY24 guidance calls for revenue of $5.405-$5.455 billion (up 8-9%), billings of $5.075-$5.175 billion (down 11-12%), non-GAAP EPS of $7.30-$7.49, and free cash flow of $1.17-$1.25 billion. The filing also furnished supplemental investor materials and noted the company's exit from Russia and continued reliance on AutoCAD-based products as risk factors. Net revenue retention stayed within the 100-110% range on a constant currency basis.

Aug 23, 2023 8-K

Shareholder Matters

Autodesk 8-K Report, Shareholder Vote Results (Jun 22, 2023)

This 8-K filing from Autodesk, Inc. reports on the outcomes of its 2023 Annual Meeting of Stockholders held on June 21, 2023. The primary focus of the filing is the election of eleven individuals to the Board of Directors, all of whom were elected for the ensuing year. Additionally, the filing confirms the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2024. Investors can take comfort in the strong support shown for the Board's director nominees and the ratification of the auditor. The non-binding advisory votes on executive compensation and the frequency of such votes also passed with significant majority support. The company's decision to continue with an annual advisory vote on executive compensation was reaffirmed.

Jun 22, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (May 25, 2023)

Autodesk (ADSK) reported first quarter fiscal 2024 results (quarter ended April 30, 2023) with total revenue up 8% as reported and 12% in constant currency to $1,269 million, within the company's implied guidance trajectory. Recurring revenue made up 98% of total revenue, and billings rose 4% to $1,172 million. Profitability was mixed: GAAP operating margin fell 1 point to 17% and non-GAAP operating margin fell 2 points to 32%, while GAAP diluted EPS rose to $0.75 from $0.67 and non-GAAP diluted EPS rose to $1.55 from $1.43. Cash generation was the standout. Operating cash flow was $723 million, up 67% year over year, and free cash flow was $714 million, up 69%. The improvement was driven largely by a $630 million reduction in accounts receivable versus $332 million a year earlier, so part of the strength reflects collections timing rather than purely higher earnings. Current remaining performance obligations grew 12% to $3.51 billion, and net revenue retention stayed in the 100-110% range on a constant currency basis. Management reaffirmed full-year fiscal 2024 guidance, calling for revenue of $5.355-5.455 billion (up 7-9% as reported), billings of $5.025-5.175 billion (down 11-13% as reported), and free cash flow of $1.15-1.25 billion. Management cited an upfront revenue co-term that shifted revenue later in the year, normal seasonality, Russia-related headwinds, and a second-half pipeline of enterprise agreements that were last renewed during the early pandemic period. Investors should weigh the strong cash flow against the sharp billings decline guided for the year and the margin compression.

May 25, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Feb 23, 2023)

Autodesk (ADSK) reported fiscal Q4 2023 (quarter ended January 31, 2023) results that the company characterized as record quarterly and full-year revenue, operating cash flow, and free cash flow. Total revenue grew 9% as reported (12% in constant currency) to $1.32 billion, while billings rose 28% to $2.12 billion and current remaining performance obligations grew 12% to $3.52 billion. GAAP operating margin expanded 9 points to 21% and GAAP diluted EPS rose to $1.35 from $0.40, though much of the year-over-year GAAP improvement reflects the prior-year quarter's $104 million lease-related impairment charge. Non-GAAP operating margin was 36%, and non-GAAP diluted EPS was $1.86 versus $1.50. Free cash flow reached $903 million in the quarter and $2.03 billion for the full year, up from $1.48 billion. For the full year, revenue was $5.01 billion (up 14%, or 15% in constant currency) and billings were $5.80 billion (up 20%). Recurring revenue represented 98% of total revenue. Management attributed the strong billings and cash flow partly to a transition from up-front to annual billing on multi-year contracts and a large renewal cohort, which are timing tailwinds rather than necessarily sustainable growth drivers. Net revenue retention remained within the 100–110% range. The key forward-looking item is fiscal 2024 guidance, which signals a sharp deceleration in billings. Billings are guided to $5.025–$5.175 billion, down 11–13% as reported (down 9–11% excluding FX and hedges), while revenue is guided to $5.355–$5.455 billion, up 7–9% (11–13% excluding FX). Full-year non-GAAP EPS is guided to $6.98–$7.32 and free cash flow to $1.15–$1.25 billion, below fiscal 2023's $2.03 billion. Investors will likely focus on whether the billings decline reflects the one-time effect of the billing-term transition, which the company's own commentary implies is a headwind rolling through fiscal 2024.

Feb 23, 2023 8-K

Corporate ChangesOther EventsExhibits & Filings

Autodesk 8-K Report, Bylaw Amendment (Dec 15, 2022)

Autodesk, Inc. (ADSK) filed an 8-K on December 15, 2022, disclosing two key events. Firstly, the company's Board of Directors amended and restated the company's Bylaws, effective immediately. These updates primarily address procedural changes for director nominations and business proposals at stockholder meetings, aligning with new SEC universal proxy rules. The revised bylaws also clarify provisions related to stockholder meetings, including the Board's ability to cancel or postpone meetings, and update exclusive forum provisions and indemnification terms. Secondly, Autodesk announced the full repayment of its $350.0 million aggregate principal amount of outstanding 3.6% Notes due 2022. This repayment satisfied and discharged the associated Indenture as of the payment date.

Dec 15, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Nov 22, 2022)

Autodesk reported fiscal Q3 2023 results (quarter ended October 31, 2022) that beat its own margin trajectory and showed strong top-line momentum. Total revenue rose 14% to $1,280 million (15% in constant currency), billings grew 16% to $1,360 million, and recurring revenue remained at 98% of total. GAAP operating margin expanded 3 points to 20% and non-GAAP operating margin expanded 4 points to 36%. GAAP diluted EPS was $0.91 versus $0.62 a year earlier, and non-GAAP diluted EPS was $1.70 versus $1.34. Free cash flow was $460 million, up $203 million year over year, and deferred revenue rose 13% to $3.78 billion. The main caution is guidance. Management lowered its full-year fiscal 2023 billings and free cash flow outlook, attributing the change mainly to customers preferring annual contracts over multi-year, up-front deals. FY23 billings guidance is now $5,570-$5,670 million (up 16-18%), and free cash flow guidance is $1,900-$1,980 million. Revenue, GAAP EPS, and non-GAAP EPS guidance remained close to prior midpoints at constant currency. Management also cited a more challenging macroeconomic environment, though subscription renewal rates remained strong. Investors should weigh the strong profitability and margin gains against the shift in contract mix, which can weigh on near-term billings and cash flow timing. The board also authorized a new $5 billion share repurchase program, on top of about 3.8 million shares remaining under prior authorizations. Autodesk repurchased roughly 4.4 million shares in the first nine months of fiscal 2023 at an average price near $200. The program has no expiration date, and its pace will depend on cash generation, acquisition needs, and market conditions. Note that GAAP and non-GAAP results differ materially because stock-based compensation is about 13% of revenue, so investors should evaluate both measures.

Nov 22, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 24, 2022)

Autodesk (ADSK) reported fiscal Q2 2023 results (quarter ended July 31, 2022) that showed strong top-line momentum and meaningful margin expansion. Total revenue rose 17% year-over-year to $1,237 million, and billings grew 17% to $1,191 million. Recurring revenue represented 98% of total revenue, and subscription plan revenue grew 16% as reported (17% constant currency), supporting the view that the business model is becoming more predictable. Net revenue retention stayed within the 100–110% range, and remaining performance obligations rose 13% to $4.69 billion, which points to healthy forward visibility. Profitability improved sharply. GAAP operating margin expanded 6 points to 20%, and non-GAAP operating margin expanded 5 points to 36%. GAAP diluted EPS was $0.85 versus $0.52 a year earlier, and non-GAAP diluted EPS was $1.65 versus $1.21. Free cash flow was $246 million, up $60 million year-over-year. Management said demand remained robust and the subscription base resilient, while incremental foreign exchange headwinds were offset by underlying momentum. Guidance was held at the midpoint across metrics. Full-year FY23 billings are guided to $5,705–$5,805 million (up 18–21%, including roughly $185 million of FX and hedge impact), and revenue to $4,985–$5,035 million (up 14–15%). Non-GAAP EPS is guided to $6.52–$6.71. Investors should weigh the strong quarter against stock-based compensation, which remains a large gap between GAAP and non-GAAP results, and against currency risk and the company's exit from Russia.

Aug 24, 2022 8-K

Leadership ChangesExhibits & Filings

Autodesk 8-K Report, Executive Changes (Aug 23, 2022)

Autodesk (ADSK) filed an 8-K on August 23, 2022 disclosing a board change and related governance items rather than any financial results or material operating event. On August 20, 2022, the Board expanded its size by one seat to eleven and appointed Rami Rahim, CEO of Juniper Networks and a Juniper director, effective August 22, 2022. Rahim was also named to the Compensation Committee, and director Blake Irving moved from the Compensation Committee to the Corporate Governance and Nominating Committee on the same date. The filing states Rahim has no arrangements with other persons tied to his appointment and is not a party to any related-person transaction requiring disclosure under Item 404(a). For investors, the filing is largely a governance update with limited direct financial impact. The company disclosed the Director Compensation Policy, which codifies existing practices: a $75,000 annual board retainer, committee chair retainers of $10,000 to $25,000, an optional RSU election for cash retainers at a 1.2x multiplier, and annual equity grants of $250,000 in RSUs per director that vest at the following annual meeting. Non-employee directors such as Rahim will receive compensation under these terms, and Rahim will sign the company's standard indemnification agreement. The main takeaway is that Autodesk added an experienced enterprise-technology executive to its board and to the Compensation Committee, which may be relevant to governance and executive pay oversight. The filing contains no guidance, earnings, or change in the company's capital structure, so it should be viewed as a routine board-refresh disclosure.

Aug 23, 2022 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Autodesk 8-K Report, Executive Changes (Jun 21, 2022)

Autodesk, Inc. filed an 8-K on June 20, 2022, detailing key outcomes from its Annual Meeting of Stockholders held on June 16, 2022. The primary focus of this filing is the shareholder approval of the Autodesk 2022 Equity Incentive Plan, which is designed to attract, retain, and motivate key employees. Additionally, the report confirms the election of ten individuals to the Board of Directors for the upcoming year. Investors should note the strong shareholder support for the new equity incentive plan and the ratification of the company's independent auditor. The election results for the Board of Directors show a significant majority of votes in favor for each nominee, indicating shareholder confidence in the current leadership structure. This filing provides transparency on corporate governance matters and executive compensation-related initiatives.

Jun 21, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (May 26, 2022)

Autodesk (ADSK) reported first quarter fiscal 2023 results (quarter ended April 30, 2022) that showed strong top-line momentum and meaningful margin expansion. Total revenue rose 18% year-over-year to $1,170 million (17% in constant currency), and total billings grew 16% to $1,129 million. Recurring revenue represented 98% of total revenue, and net revenue retention remained within the 100-110% range. GAAP operating margin expanded 4 points to 18%, while non-GAAP operating margin expanded 6 points to 34%. Cash generation was solid, with operating cash flow of $434 million and free cash flow of $422 million, up $106 million year-over-year. Earnings quality and profitability require careful reading. GAAP diluted EPS was $0.67, down from $0.70 a year earlier, while non-GAAP diluted EPS rose to $1.43 from $1.03. The gap is driven largely by stock-based compensation, which was $155 million in the quarter, along with amortization of intangibles and discrete tax items. Investors should weigh the GAAP figures alongside the non-GAAP adjustments. Management also flagged the exit from Russia and currency movements as headwinds, and it adjusted its outlook accordingly. Forward guidance calls for FY23 revenue of $4.96-$5.06 billion (up 13-15%) and billings of $5.68-$5.83 billion (up 18-21%), with free cash flow of $2.00-$2.08 billion. Non-GAAP EPS guidance is $6.43-$6.66, versus GAAP EPS guidance of $3.24-$3.47. The company's balance sheet shows cash and marketable securities of roughly $1.6 billion, offset by about $2.6 billion in long-term notes payable, and stockholders' equity fell to $681 million, reflecting $457 million in share repurchases during the quarter.

May 26, 2022 8-K

Leadership ChangesExhibits & Filings

Autodesk 8-K Report, Executive Changes (Apr 28, 2022)

Autodesk, Inc. (ADSK) filed an 8-K on April 27, 2022, detailing amendments to its Executive Change in Control Program and the employment agreement of its CEO, Andrew Anagnost. These changes, effective April 27, 2022, were the result of a periodic review and primarily adjust how bonus components are calculated for certain severance scenarios. Specifically, the amendments now base these calculations on target bonus amounts rather than average historical bonuses or actual bonuses achieved, ensuring a more consistent and predictable framework for executive severance. While the benefit levels and material terms of the program remain largely unchanged from its last update in 2016, the new provisions aim to provide clarity and potentially a more advantageous payout structure for executives in specific change-in-control situations. The amended program is set to expire on January 31, 2027, unless extended by the Board. Investors should note that these updates pertain to executive compensation and change-in-control provisions and do not reflect any immediate operational or financial performance changes for the company.

Apr 28, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Feb 24, 2022)

Autodesk (ADSK) reported fourth-quarter fiscal 2022 results (quarter ended January 31, 2022) that set records for full-year revenue, operating cash flow, and free cash flow. Q4 total revenue grew 17% (15% constant currency) to $1.21 billion, and billings rose 13% to $1.66 billion. Recurring revenue was 94% of the quarter's total. Full-year FY22 revenue reached $4.39 billion (up 16%), with billings of $4.82 billion (up 16%) and free cash flow of $1.48 billion. Subscription plan revenue, which drives the business, grew 18% for the full year, while maintenance revenue fell sharply as customers migrated to subscriptions. Profitability presents a mixed picture. GAAP operating margin fell 6 points to 12% in Q4 because of $104 million in lease-related charges tied to the company's move to a hybrid remote workforce. Non-GAAP operating margin rose 5 points to 35%. GAAP diluted EPS was $0.40, against non-GAAP EPS of $1.50. The gap between GAAP and non-GAAP results is large, driven mainly by stock-based compensation, which was $555 million for the year. Investors should weigh that cost when evaluating the non-GAAP figures. Full-year GAAP operating income was roughly flat at $618 million, while non-GAAP operating income rose to $1.40 billion. Management guided FY23 revenue to $5.02–$5.12 billion (up 14–17%) and billings to $5.875–$6.025 billion (up 22–25%), with non-GAAP EPS of $6.46–$6.83 and free cash flow of $2.13–$2.21 billion. The billings guidance is well above the revenue growth rate, which suggests strong forward momentum. Note that FX and hedging are expected to weigh on both metrics, and the GAAP operating margin outlook of about 21% reflects continued stock-compensation and amortization costs. The balance sheet shows goodwill rising to $3.6 billion after acquisitions, and long-term notes payable increasing to about $2.3 billion after the company issued $1.0 billion of new debt during the year.

Feb 24, 2022 8-K

Leadership Changes

Autodesk 8-K Report, Executive Changes (Dec 3, 2021)

This 8-K filing from Autodesk, Inc. (ADSK) details an amendment to the retirement agreement for Pascal W. Di Fronzo, Executive Vice President, Corporate Affairs, Chief Legal Officer & Secretary. Originally set to retire on December 3, 2021, Mr. Di Fronzo has agreed to extend his tenure with the company until May 9, 2022. This extension provides continuity in his critical roles as the company navigates its business operations and strategic initiatives.

Dec 3, 2021 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Nov 23, 2021)

Autodesk's Q3 fiscal 2022 results (quarter ended October 31, 2021), released November 23, 2021, showed strong top-line momentum. Total revenue rose 18% to $1,126 million (17% in constant currency), and total billings grew 16% to $1,168 million. Current remaining performance obligations rose 21% to $2.88 billion, and total RPO rose 18% to $4.23 billion, signaling healthy forward visibility. Recurring revenue represented 97% of total, and net revenue retention remained within the 100-110% range, supporting the durability of the subscription model. Management said demand was robust and expects it to persist into Q4. Profitability improved on a non-GAAP basis. Non-GAAP operating margin expanded 2 points to 32%, and non-GAAP diluted EPS was $1.33 versus $1.04 a year earlier. GAAP operating margin, however, declined 1 point to 17%, and GAAP diluted EPS was $0.61, up only modestly from $0.59. The gap is driven largely by stock-based compensation, which rose to $143.7 million in the quarter from $97.4 million. Cash generation weakened: operating cash flow fell to $270 million from $361 million, and free cash flow declined to $257 million from $340 million, a $83 million drop. Management tempered the outlook, citing supply chain disruption, inflationary pressures, a global labor shortage, and COVID effects that are affecting the pace of recovery. Fiscal 2022 guidance calls for revenue of $4,360-$4,375 million (up roughly 15%), billings of $4,740-$4,800 million (up 14-16%), and free cash flow of $1,420-$1,460 million. Investors should weigh the strong bookings and revenue growth against margin pressure from stock compensation, the cash flow decline in the quarter, and macro headwinds.

Nov 23, 2021 8-K

Material AgreementsFinancial EventsOther Events+1

Autodesk 8-K Report, Material Agreement (Oct 7, 2021)

Autodesk, Inc. (ADSK) announced on October 7, 2021, the issuance of $1 billion in aggregate principal amount of 2.400% Notes due 2031. This financing was secured through an indenture agreement with U.S. Bank National Association. The notes carry a semi-annual interest payment obligation and include provisions for repurchase upon a change of control event coupled with a credit rating downgrade below investment grade. The company also retains the option to redeem these notes under specific terms outlined in the indenture. Investors should note that the indenture imposes certain restrictions on Autodesk and its subsidiaries, including limitations on incurring liens on principal property, engaging in sale and lease-back transactions, and significant asset dispositions. The document also details standard events of default, such as failure to meet payment obligations or insolvency, which could lead to the acceleration of the principal amount due. This debt issuance is a significant event for the company's capital structure and financial obligations.

Oct 7, 2021 8-K

Material AgreementsExhibits & Filings

Autodesk 8-K Report, Material Agreement (Oct 6, 2021)

Autodesk, Inc. (ADSK) announced on October 5, 2021, the successful execution of an underwriting agreement for a public offering of $1 billion in aggregate principal amount of 2.400% Notes due 2031. This debt issuance was conducted under the company's existing Form S-3 registration statement and is expected to close on October 7, 2021. The offering, managed by BofA Securities, Morgan Stanley, and U.S. Bancorp Investments, provides Autodesk with significant capital, likely to support its strategic initiatives, growth opportunities, or ongoing operational needs. Investors should note that this is a debt financing event, not an equity issuance. The terms of the underwriting agreement include standard representations, warranties, and covenants, along with customary indemnification provisions for the underwriters. The company's ability to issue debt under its S-3 registration indicates a level of financial maturity and confidence in its market position. The specific use of the proceeds from this note issuance is not detailed in this 8-K filing, which investors may seek to understand in future communications or financial reports.

Oct 6, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Autodesk 8-K Report, Material Agreement (Oct 4, 2021)

Autodesk, Inc. (ADSK) has entered into a new, larger unsecured revolving credit facility totaling $1.5 billion, replacing its previous $650 million agreement. This facility provides flexibility for working capital and general corporate purposes, with the option to increase commitments up to $2 billion. A notable feature is the incorporation of sustainability-linked mechanics, where interest rates and fees can be adjusted based on the company's performance in reducing greenhouse gas emissions and increasing female representation in technical roles. The agreement also includes standard covenants, such as a maximum leverage ratio, and customary events of default.

Oct 4, 2021 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Autodesk 8-K Report, Financial Results (Aug 25, 2021)

Autodesk (ADSK) reported fiscal Q2 2022 results (quarter ended July 31, 2021) that showed strong top-line acceleration. Total revenue rose 16% year over year to $1,060 million (14% in constant currency), with recurring revenue representing 98% of the total. Total billings increased 29% to $1,015 million, and current remaining performance obligations (RPO) grew 24% to $2.85 billion, signaling healthy forward visibility. Management attributed the results to robust new product subscription growth, accelerating digital sales, and improving subscription renewal rates, and raised FY22 revenue and margin guidance. Profitability and cash generation were also solid. GAAP operating margin fell 2 percentage points to 14% (driven by higher stock-based compensation and acquisition-related costs, which are excluded from non-GAAP results), while non-GAAP operating margin expanded 2 points to 31%. GAAP diluted EPS was $0.52 versus $0.44 a year earlier, and non-GAAP diluted EPS was $1.21 versus $0.98. Operating cash flow reached $202 million and free cash flow was $186 million, up $122 million year over year. Management also said it is shifting more EBA customers from multi-year upfront payments to annual billings, a change that may weigh on near-term billings and cash timing even as it benefits customer flexibility. Looking ahead, FY22 guidance now calls for billings of $4,875-$4,975 million (up 18-20%), revenue of $4,345-$4,385 million (up 15-16%), non-GAAP EPS of $4.91-$5.06, and free cash flow of $1,500-$1,575 million. Q3 FY22 revenue guidance is $1,110-$1,125 million. The balance sheet reflects the completed acquisitions, with goodwill rising to $3.56 billion from $2.71 billion and business combination cash outflows of $1.15 billion in the first half, while cash declined to $923.5 million.

Aug 25, 2021 8-K

Shareholder Matters

Autodesk 8-K Report, Shareholder Vote Results (Jun 21, 2021)

This 8-K filing from Autodesk, Inc. reports on the results of its 2021 Annual Meeting of Stockholders held on June 16, 2021. The primary outcomes involved the election of the Board of Directors and the ratification of key corporate actions. All ten nominated directors were elected to serve for the ensuing year, indicating strong shareholder confidence in the current leadership's strategic direction and governance. Additionally, shareholders overwhelmingly approved the appointment of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year and, on an advisory basis, the compensation of the company's named executive officers. From an investor's perspective, the smooth re-election of the entire slate of directors and the broad approval of the auditor and executive compensation demonstrate a stable and well-supported governance structure at Autodesk. The substantial 'votes for' across all proposals, even with a significant number of abstentions and broker non-votes on certain items, underscore shareholder alignment with the company's leadership and financial oversight. This filing provides assurance regarding the continuity of management and the integrity of financial reporting processes.

Jun 21, 2021

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