Autodesk, Inc. 8-K

What Happened

• On May 28, 2026, Autodesk, Inc. announced it entered into an Agreement and Plan of Merger to acquire MaintainX, Inc. through a subsidiary (Matterhorn Acquisition Corp.) in a transaction with aggregate consideration of approximately $3.575 billion, subject to customary purchase price adjustments. The parties agreed the earliest possible closing date is August 3, 2026; closing is subject to customary conditions including Hart‑Scott‑Rodino (HSR) antitrust clearance. The Merger Agreement is not conditioned on financing.

Key Details

• Purchase price: ~ $3.575 billion aggregate consideration (subject to adjustments); portion held in escrow for indemnification and purchase‑price adjustments.
• Employee awards: Autodesk will grant restricted stock units to MaintainX’s continuing employees with an aggregate grant‑date value of $150 million.
• Equity treatment: Vested, in‑the‑money MaintainX options will be cashed out (net of exercise price); unvested and underwater options will be cancelled with no consideration.
• Financing plan: Autodesk intends to fund the deal with cash on hand and debt financing (expected to include a new 364‑day term loan and possible borrowings under its revolving credit facility); commitments under the revolver are expected to be increased.

Why It Matters

• The deal expands Autodesk’s Operations Solutions capabilities by adding MaintainX’s software and customers, potentially accelerating product and market growth in operations and maintenance workflows.
• The transaction will increase Autodesk’s near‑term financing needs and leverage (debt financing expected), which investors should watch when assessing balance‑sheet and credit metrics.
• Closing depends on regulatory clearance and customary conditions; investors should monitor further filings, the required HSR timing, and any updates on integration plans, costs, or accounting impacts.

Note: The Merger Agreement includes customary representations, covenants and indemnities and contains forward‑looking statements; investors should review the full Exhibit 2.1 and Autodesk’s investor materials for additional details.