AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Integrated workflows and complementary applications support switching friction, corroborated by existing-customer revenue retention. The mechanism remains inferred, and disclosed low entry barriers prevent a stronger structural assessment.
durability · 2/4 · Recurring demand and retention support persistence across contract cycles, but do not demonstrate exceptional long-term protection. AI disruption and the unfinished lifecycle platform limit confidence.
customer dependency · 3/4 · Existing-customer revenue retention near the top of 100%–110%, a 97% recurring revenue share and integrated workflows demonstrate substantial repeat demand. Dependency is assessed indirectly; expansion can offset departing customers, and renewal is voluntary.
erosion resilience · 2/4 · Revenue growth and positive existing-customer expansion show continued demand despite disclosed competitive risks. Retention softened versus the prior-year comparison, and cloud entry barriers and developer portability leave meaningful erosion exposure.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 1/4 · Investigation findings document multiyear discounts that reduced revenue and incentives for early renewal or payment. This establishes historical pricing concessions, not strong price realization. Recent revenue and retention growth cannot isolate current pricing from volume or mix.
retention · 3/4 · Reported constant-currency net revenue retention demonstrates continued spending and expansion by existing customers. It is a revenue-based measure rather than gross customer retention and does not establish acceptance of price increases.
margin resilience · 2/4 · Fiscal 2026 GAAP operating income increased despite higher stock compensation and restructuring charges, supporting operating resilience. The passages do not isolate price effects or supply a comparable margin series sufficient to demonstrate durable pricing-led margin protection.
contractual freedom · — · One-to-three-year subscription terms and voluntary renewals establish contract duration and customer choice, but not Autodesk's ability to change prices or terms during contracts or at renewal. Explicit repricing provisions are missing.
Predictability95
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 2.90
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 6.21
Financial strength76
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 99.46
- netDebtEbitGrade
- 96.82
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 8.07
- Debt / FCF (x)
- 1.04
- Net debt / operating income (x)
- 0.16
- Interest coverage (x)
- 19.73
- Current ratio (x)
- 0.85
Capital allocation87
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 52.05
- 3-year average dilution (%)
- -0.46
- 3-year average SBC / revenue (%)
- 11.62
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash flow and free cash flow increased in fiscal 2026, and actual repurchases reduced outstanding shares during the first half of fiscal 2027. Significant stock compensation, restructuring costs and acquisition borrowing make the record mixed; acquisition returns and repurchase valuation discipline are unestablished.
incentive alignment · 3/4 · Implemented PSU arrangements include stock compensation in the operating-income metric, three-year relative shareholder return measurement and cliff vesting. Actual performance adjustments corroborate operation of equity incentives. Annual financial measurement and retirement acceleration temper alignment; actual ownership is missing.
execution · 3/4 · Revenue growth, positive existing-customer expansion, higher fiscal 2026 operating income and cash generation, and substantial completion of a restructuring plan demonstrate execution. Operating results provide indirect evidence of implementation success; declining RPO versus fiscal year-end and unproven acquisition outcomes limit extrapolation.
governance · 2/4 · Independent committees, separate chair and CEO roles and annual elections provide substantive safeguards. Investigation findings about decisions influenced by external financial targets warrant caution. Management reported no required restatement and both regulatory matters closed, while shareholder litigation remained ongoing; allegations are not treated as proven misconduct.
Evidence
Subscription plans represent a combined hybrid offering of desktop software and cloud functionality which provides a device-independent, collaborative design workflow for designers and their stakeholders.
Business / subscription desktop and cloud workflows · Filed 03/03/2026
Judgment is required to determine the level of integration and interdependency between individual components of desktop software applications and cloud functionalities.
Revenue recognition / integration and interdependency of product components · Filed 03/03/2026
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.
Risk factors / complementary third-party developer products · Filed 28/08/2026
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.
MD&A / July 2026 and July 2025 constant-currency net revenue retention · Filed 28/08/2026
•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.
MD&A / recurring revenue share · Filed 28/08/2026
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.
Risk factors / limited software industry entry barriers · Filed 06/03/2025
This shift further lowers barriers to entry and poses a disruptive challenge to established software companies.
Risk factors / cloud transition lowers entry barriers · Filed 06/03/2025
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.
Business / potential AI disruption · Filed 03/03/2026
Our customers are not obligated to renew their subscriptions for our offerings, and they may elect not to renew, upgrade, or expand their subscriptions.
Risk factors / customers have no renewal obligation · Filed 28/08/2026
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.
Risk factors / developers may support other products · Filed 28/08/2026
We are undertaking a multi-year process to develop lifecycle solutions within and between our industry clouds, powered by shared platform services, and with our data model at its core.
Business / lifecycle platform development remains a multiyear process · Filed 03/03/2026
It has also acknowledged that discounted multiyear upfront contracts reduce revenue and lower billings in out years.
Internal investigation findings / discounted multiyear upfront contracts · Filed 10/06/2024
During the relevant period, the Company engaged in programs designed to incentivize customers to accept multiyear upfront billing, renew early, and/or pay before the end of the fiscal year.
Internal investigation findings / incentives for early renewal and upfront payment · Filed 10/06/2024
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.
MD&A / quarterly and six-month revenue growth · Filed 28/08/2026
The following tables reflect Autodesk's GAAP results reconciled to non-GAAP results included in this Proxy Statement: Fiscal Year Ended January 31, 2026 2025 (In millions, except per share data) (Unaudited) Income from operations $ 1,578 $ 1,354 Stock-based compensation expense 788 686 Amortization of purchased intangibles and developed technologies 139 129 Acquisition-related costs 16 47 Restructuring, other exit costs, and facility reductions 216 15 Non-GAAP income from operations $ 2,737 $ 2,231 Net cash provided by operating activities $ 2,452 $ 1,607 Capital expenditures (43) (40) Free cash flow $ 2,409 $ 1,567 2026 Proxy Statement | A-1 Appendix B - Proposed Amendment of Amended and Restated Certificate of Incorporation CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUTODESK, INC.
Appendix A / operating income, compensation expense, restructuring and cash flow reconciliation · Filed 06/05/2026
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 capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity Shares Amount Balances, January 31, 2026 212 $ 4,709 $ (232) $ (1,432) $ 3,045 Common shares issued under stock plans 1 (55) — — (55) Stock-based compensation expense — 159 — — 159 Net income — — — 491 491 Other comprehensive loss — — (2) — (2) Repurchase and retirement of common shares (1) (2) (87) — (362) (449) Balances, April 30, 2026 211 4,726 (234) (1,303) 3,189 Common shares issued under stock plans — (30) — — (30) Stock-based compensation expense — 188 — — 188 Net income — — — 492 492 Other comprehensive loss — — 1 — 1 Repurchase and retirement of common shares (1) (2) (38) — (419) (457) Balances, July 31, 2026 209 $ 4,846 $ (233) $ (1,230) $ 3,383 ________________ (1)During the three and six months ended July 31, 2026, Autodesk repurchased 2 million and 4 million shares at an average repurchase price of $211.89 and $224.92 per share, respectively.
Stockholders' equity / actual repurchases, issuance and shares outstanding · Filed 28/08/2026
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.
Debt / August 2026 acquisition borrowing · Filed 28/08/2026
2026 Proxy Statement | 33 Overview of Executive Incentive Plan and PSU Program Design across three fiscal years: Fiscal Year 2025 Design Fiscal Year 2026 Design Changes highlighted in blue Fiscal Year 2027 Design Changes highlighted in blue EIP Metrics •Revenue (60%) •Non-GAAP Income from Operations (40%) EIP Metrics •Revenue (60%) •Non-GAAP Income from Operations (40%) EIP Metrics •Revenue (60%) •Non-GAAP Income from Operations (40%) PSU Metrics •Revenue (60%) •Free Cash Flow (40%) •rTSR (modifier) PSU Metrics •Revenue (60%) •Non-GAAP Income from Operations less SBC Expense (40%) •rTSR (modifier) PSU Metrics •NNARR (60%) •Non-GAAP Income from Operations less SBC Expense (40%) •rTSR (modifier) PSU Measurement Period •Financial metric: three 1-year periods •rTSR: 1-year, 2-year, 3-year PSU Vesting Period •Prorated vesting over 3 years PSU Measurement Period •Financial metric: three 1-year periods •rTSR: 3 years PSU Vesting Period: •Cliff vesting after 3 years PSU Measurement Period •Financial metric: three 1-year periods •rTSR: 3 years PSU Vesting Period: •Cliff vesting after 3 years Compensation Guiding Principles The Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate, and retain talented executives and provide a rigorous framework that is tied to stockholder returns, company performance, long-term strategic corporate goals, and individual performance.
Compensation discussion / implemented incentive metrics, measurement and vesting periods · Filed 06/05/2026
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 units Weighted average grant date fair value per share (in thousands) Unvested restricted stock units at January 31, 2026 4,477 $ 255.39 Granted 2,996 224.41 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.
Equity compensation / actual restricted-stock activity and performance adjustment · Filed 28/08/2026
•Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the qualified retirement;
Severance plan / qualified-retirement acceleration of time-based awards · Filed 06/05/2026
Our Board has three standing committees consisting entirely of independent directors.
Governance / independent standing committees · Filed 06/05/2026
•Separate Chair and CEO: We currently separate the roles of Chairman and CEO.
Governance / separate chair and CEO · Filed 06/05/2026
•Annual Elections of Directors and Majority Voting: All of our directors are elected annually by our stockholders.
Governance / annual director elections · Filed 06/05/2026
•In addition, during the relevant period, certain decisions regarding discretionary spending, collections, and accounts payable were informed by their anticipated effects on the Company’s external free cash flow and/or non-GAAP operating margin targets.
Internal investigation findings / spending and collection decisions influenced by external financial targets · Filed 10/06/2024
The Company’s management has determined that there will be no restatement or adjustment of any audited or unaudited, filed or previously announced, GAAP or non-GAAP financial statements, or any change to the information in the Company’s earnings release on February 29, 2024 or the Company’s previously issued guidance.
Internal investigation / management determination that no restatement or adjustment was required · Filed 10/06/2024
On August 19, 2025, the SEC notified the Company that it was closing its matter.
Legal proceedings / SEC matter closed in August 2025 · Filed 03/03/2026
On August 21, 2025, the USAO notified the Company that it was closing its matter as well.
Legal proceedings / USAO matter closed in August 2025 · Filed 03/03/2026
In addition, we generally recognize subscription revenue over the term of the respective contracts, which typically range from 1-year to 3-years.
Risk factors / subscription contract terms typically one to three years · Filed 28/08/2026
•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.
MD&A / remaining performance obligations decline from preceding fiscal year-end · Filed 28/08/2026
The plan initiated in the first quarter of fiscal 2026 was substantially complete as of January 31, 2026.
MD&A / substantial completion of restructuring plan · Filed 28/08/2026
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.
Risk factors / ongoing shareholder lawsuits · Filed 28/08/2026
