8-KMaterial AgreementsRegulation FDExhibits & Filings

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

Filed May 28, 2026For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) announced on May 28, 2026, a material definitive agreement to acquire MaintainX Inc. for approximately $3.575 billion in cash and stock, subject to customary adjustments. This strategic acquisition is expected to enhance Autodesk's offerings, though specific details of MaintainX's business and the expected synergies are not elaborated upon in this 8-K filing. The transaction is structured as a merger of a wholly-owned subsidiary of Autodesk with and into MaintainX. Autodesk intends to finance this significant acquisition through a combination of existing cash on hand and new debt financing, including a 364-day term loan facility and potential increases to its revolving credit facility. The company may also explore refinancing options. The deal is subject to customary closing conditions, including antitrust approvals, with an expected closing date no earlier than August 3, 2026, and a long-stop date of November 28, 2026, with potential regulatory extensions. Investors should review the full Merger Agreement for detailed terms and conditions.

Key Highlights

  • 1Autodesk to acquire MaintainX Inc. for approximately $3.575 billion.
  • 2The transaction is structured as a merger of a subsidiary into MaintainX, with MaintainX becoming a wholly-owned subsidiary of Autodesk.
  • 3Acquisition consideration includes cash and stock, subject to customary adjustments and escrow for purchase price adjustments and indemnification.
  • 4Autodesk plans to finance the acquisition using existing cash and new debt financing, including a 364-day term loan facility.
  • 5The deal is subject to standard closing conditions, including HSR antitrust review.
  • 6The earliest anticipated closing date is August 3, 2026, with a target end date of November 28, 2026.
  • 7Autodesk will issue $150 million in restricted stock units to MaintainX's continuing employees post-closing.

Frequently Asked Questions

While this 8-K filing announces the acquisition, it does not explicitly detail the strategic rationale or expected synergies. Investors are advised to refer to Autodesk's subsequent investor presentations or conference calls for further information on how MaintainX is expected to complement Autodesk's existing business lines and enhance its product offerings.

Autodesk intends to finance the acquisition through a combination of its existing cash on hand and new debt financing. This debt financing is expected to include borrowings under a new 364-day term loan facility and may involve borrowings under its revolving credit facility, with potential increases to its commitments. The company may also explore refinancing options such as senior unsecured notes, bank financing, and commercial paper.

The consummation of the merger is subject to customary closing conditions. These include, but are not limited to, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement is not subject to any financing conditions.

The Merger Agreement specifies that the earliest date on which the transactions can be consummated is August 3, 2026. The agreement has an 'End Date' of November 28, 2026, with provisions for two automatic three-month extensions if regulatory approval has not yet been received.