欧特克美股招股说明书(2025-06-04版)

Prospectus Supplement(To Prospectus dated May29, 2025) $500,000,000 5.300% Notes due 2035 Autodesk, Inc. is offering $500,000,000 principal amount of its 5.300% notes due June15, 2035 (the “notes”). The notes will bear interest at a rate of5.300% per annum. We will pay interest semi-annually on the notes on June15 and December15 of each year, beginning December15, 2025. The notes will mature on June15, 2035. We may redeem some or all of the notes at any time at the redemption prices described under the heading “Description of Notes — OptionalRedemption” in this prospectus supplement. Upon the occurrence of a “change of control repurchase event,” as defined under “Description of Notes — The notes are our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time outstanding.There is no sinking fund for the notes. The notes are not, and are not expected to be, listed on any securities exchange. Currently, there is no publicmarket for the notes. (1)Plus accrued interest, if any, from June6, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to The underwriters expect to deliver the notes on or about June6, 2025, which will be the third business day from the date of the pricing of the notes, onlyin book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., asoperator of the Euroclear System, and Clearstream Banking S.A. CitigroupBNP PARIBAS TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE PROSPECTUS FORWARD-LOOKING STATEMENTSOUR BUSINESSRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SENIOR DEBT SECURITIESFORMS OF SENIOR DEBT SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION INFORMATION INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The secondpart is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both thisprospectus supplement and the accompanying prospectus, together with the additional information described under the heading “Incorporation by In this prospectus supplement, except as otherwise indicated or unless the context otherwise requires, “Autodesk,” “the Company,” “we,” “us” and“our” refer to Autodesk, Inc. and its consolidated subsidiaries. If the information set forth in this prospectus supplement differs in any way from the Currency amounts in this prospectus supplement are stated in U.S. dollars. This prospectus supplement and the accompanying prospectus may be used only for the purpose for which they have been prepared. We have not,and the underwriters have not, authorized any other person to provide you with information that is different from that contained or incorporated byreference in this prospectus supplement and the accompanying prospectus or any relevant free writing prospectus prepared by or on behalf of us or to You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. Youshould consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of the notes We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents We expect that delivery of the notes will be made to investors on or about June6, 2025, which will be the third business day following the date ofthis prospectus supplement (such settlement being referred to as T+3). Under Rule15c6-1under the Securities Exchange Act of 1934, as amended,trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly,purchasers who wish to trade notes more than one business day prior to June6, 2025 will be required, by virtue of the fact that the notes initially settle in FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include “forward-looking statements” within