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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 17, 2022 (March 17, 2022)
ADOBE INC.
(Exact name of Registrant as specified in its charter)
Delaware0-1517577-0019522
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.0001 par value per shareADBENASDAQ Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01 Other Events.

Adobe Inc. (the “Company”) recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to one hundred thousand shares of the Company's common stock at an offer price of $500.00 per share. The shares subject to Tutanota’s offer represent less than 0.01% of the Company’s common stock outstanding as of March 4, 2022.

On March 17, 2022, the Company issued the press release attached to this Report as Exhibit 99.1, informing its stockholders that the Company does not endorse Tutanota’s unsolicited mini-tender offer and recommending that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota’s offering documents. The offer is currently scheduled to expire at 5:00 p.m., Eastern Time, on Friday, April 8, 2022, but Tutanota may extend the offering period at its discretion.

The Company is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation. Additional information concerning mini-tenders is included in the attached press release.


Item 9.01 Financial Statements and Exhibits.

 (d)    Exhibits
 Exhibit NumberExhibit Description
99.1
104Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ADOBE INC.
 Date: March 17, 2022By:/s/ DANA RAO
Dana Rao
Executive Vice President, General Counsel & Chief Trust Officer

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Public relations contact
Ashley Levine
aslevine@adobe.com

Investor relations contact
Jonathan Vaas
ir@adobe.com


FOR IMMEDIATE RELEASE


Adobe Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC

SAN JOSE, Calif. — March 17, 2022 — Adobe (Nasdaq:ADBE) today announced that it recently became aware of an unsolicited "mini-tender" offer by Tutanota LLC (“Tutanota”) to purchase up to one hundred thousand shares of Adobe's common stock, representing significantly less than one percent of Adobe's common stock outstanding. The offer price of $500 per share is conditioned on, among other things, the closing price per share of Adobe's common stock exceeding $500 per share on the last trading day before the offer expires. This means that unless Tutanota waives this condition, Adobe stockholders who tender their shares in the offer will receive a below-market price. Adobe cautions stockholders that Tutanota can extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of Friday, April 8, 2022. There is no guarantee the conditions of the offer will be satisfied.

Adobe recommends that stockholders do not tender their shares in response to Tutanota's offer because the offer is at a price below a conditional market price for Adobe's common stock and subject to numerous additional conditions. Stockholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m., Eastern Time, on Friday, April 8, 2022, in accordance with the offering documents.

Adobe does not endorse Tutanota's unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.

Tutanota's mini-tender offer seeks less than five percent of Adobe's outstanding common stock. Mini-tender offers seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC“) that apply to offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's guidance to investors on mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.








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Adobe Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC





Adobe encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota's mini-tender offer. Adobe requests that a copy of this news release be included with all distributions of materials related to Tutanota's mini-tender offer related to Adobe's common stock.

About Adobe
Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.

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