INTUIT INC. — Capital/Financing Update 2021

Dec 1, 2021

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

November 29, 2021

Date of Report

(Date of earliest event reported):

INTUIT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-21180	77-0034661
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2700 Coast Avenue

Mountain View , CA

94043

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 944-6000

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:

☐ 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 240.13e4(c))

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.01 par value	INTU	Nasdaq Global Select Market

Securities registered pursuant to Section 12(b) of the Act:

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.

On November 29, 2021, certain entities affiliated with Dan Kurzius, co-founder of Mailchimp (the “Selling Stockholders”), sold 1,548,700 shares (the “Shares”) of Intuit Inc.’s (the “Company”) common stock, par value $0.01 per share, in a registered public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-239397) (the “Registration Statement”) filed under the Securities Act of 1933, as amended, which Registration Statement became automatically effective upon filing on June 23, 2020. The Shares were sold pursuant to an Underwriting Agreement, dated November 29, 2021 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and Goldman Sachs & Co. LLC. The 1,548,700 shares, which represent approximately 15.3% of the shares issued by the Company as partial consideration for the Company’s acquisition of The Rocket Science Group LLC (d/b/a Mailchimp), were sold in order to satisfy certain tax obligations and for estate planning purposes. The Selling Stockholders received all of the net proceeds from the offering. The Company did not sell any shares of common stock in the offering and did not receive any proceeds from the offering.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Shares is filed herewith as Exhibit 5.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement, dated November 29, 2021, among Intuit Inc., Goldman Sachs & Co. LLC and certain selling stockholders named therein.
5.1	Opinion of Latham & Watkins LLP
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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.

Date: December 1, 2021
By:	/s/ Michelle M. Clatterbuck
	Michelle M. Clatterbuck
	Executive Vice President and Chief Financial Officer