Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Revolving Credit Agreement

On June 15, 2026 (the "Effective Date"), Autodesk, Inc. (the "Company") entered into an Amendment No. 1 to Credit Agreement (the "Revolver Amendment"), which amends the Company's existing Credit Agreement, dated as of May 8, 2025, among the Company, Citibank, N.A. ("Citibank"), as administrative agent, and the lenders from time to time party thereto (as amended, the "Revolving Credit Agreement"). Among other things, the Revolver Amendment:

Except as amended by the Revolver Amendment, the terms of the Revolving Credit Agreement remain in full force and effect.

The Revolver Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The above description does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Term Loan Agreement

On the Effective Date, the Company entered into a Term Loan Credit Agreement (the "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 $1.0 billion.

Borrowings under the Term Loan Credit Agreement are limited to loans funded on the Acquisition Closing Date (the "Term Loan") for purposes of funding the Acquisition transaction and will mature 364 days after the Acquisition Closing Date. Voluntary prepayments of the Term Loan are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs. The Term Loan is also subject to certain mandatory prepayment events, including by an amount equal to the net cash proceeds received by the Company from certain debt issuances, equity issuances or asset sales (in each case, subject to certain exceptions). In the case of any such events occurring prior to the funding of the Term Loan on the Acquisition Closing Date, the commitments under the Term Loan will be reduced by the same amounts that otherwise would have been required to be applied as a mandatory prepayment of the funded Term Loan.

The Term Loan will bear interest, at the Company's option, at a rate per annum equal to either (i) the Base Rate (as defined below) plus a margin ranging from 0.0% to 0.125%, depending on the Company's public debt rating or (ii) a SOFR rate plus a margin ranging from 0.625% to 1.125%, depending on the Company's public debt rating. As used herein, "Base Rate" means a floating rate per annum equal to the greatest of (A) Citibank's base lending rate, (B) the federal funds rate plus 0.50% and (C) Term SOFR for a one-month tenor plus 1.00%.