On September 8, 2026, Autodesk, Inc. ("Autodesk" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., and Citigroup Global Markets Inc., as representatives of the several underwriters listed on Schedule II thereto (the "Underwriters"), relating to the issuance and sale by the Company of $500 million aggregate principal amount of 5.050% Notes due 2029 (the "2029 Notes") and $500 million aggregate principal amount of 5.650% Notes due 2033 (the "2033 Notes", and together with the 2029 Notes, the "Notes").

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The Notes were issued and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-287650), including the prospectus contained therein (the "Base Prospectus"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated September 8, 2026, a related final prospectus supplement dated September 8, 2026 (together with the Base Prospectus, the "Prospectus"), and a free writing prospectus dated September 8, 2026.

The Notes are governed pursuant to an indenture, dated December 13, 2012 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as supplemented by a seventh supplemental indenture, dated as of September 10, 2026 (the "Supplemental Indenture" and referred to together with the Base Indenture as the "Indenture"). Autodesk intends to use the net proceeds from the offering, together with cash on hand, to repay $1.0 billion aggregate principal amount under that certain Term Loan Credit Agreement, dated as of June 15, 2026, among the Company, the lenders party thereto, and Citibank, N.A., as administrative agent.

Interest on the 2029 Notes accrues annually at a rate of 5.050% and interest on the 2033 Notes accrues annually at a rate of 5.650% and is payable, in each case, semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2027.