奥多比美股招股说明书(2025-01-15版)

$800,000,000 4.750% Notes due 2028 $700,000,000 4.950% Notes due 2030 $500,000,000 5.300% Notes due 2035 Adobe Inc. (“Adobe”) is offering $800,000,000 aggregate principal amount of 4.750% Notes due 2028 (the “2028 Notes”), $700,000,000aggregate principal amount of 4.950% Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 5.300% Notes due2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2030 Notes, the “notes”). The 2028 Notes will bear interest at the rate of 4.750% per year. The 2030 Notes will bear interest at the rate of 4.950% per year. The 2035 Noteswill bear interest at the rate of 5.300% per year. We will pay interest on the notes semi-annually in arrears on January 17 and July 17 of eachyear, beginning on July 17, 2025. The 2028 Notes will mature on January 17, 2028. The 2030 Notes will mature on January 17, 2030. The 2035 Notes will mature on January 17,2035. We may redeem some or all of the notes, at any time or from time to time, at the applicable redemption prices described under the heading“Description of the Notes—Optional Redemption” in this prospectus supplement. The notes will be equal in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness from time to timeoutstanding, including our existing notes, our commercial paper program and our credit facility. The notes will be structurally junior to anyindebtedness of our subsidiaries because the notes will not be guaranteed by any of our subsidiaries. Investing in the notes involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement andPart I, Item 1A, “Risk Factors” beginning on page 23 of our Annual Report on Form 10-K for the fiscal year endedNovember 29, 2024, filed with the Securities and Exchange Commission (“SEC”) on January 13, 2025 (“AnnualReport on Form 10-K”), which is incorporated by reference in this prospectus supplement, for a discussion ofcertain risks that should be considered in connection with an investment in the notes. You should also consider therisk factors described in the other documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contraryis a criminal offense. (1)Plus accrued interest, if any, from January 17, 2025. The underwriters have agreed to reimburse us for certain of our expenses. See“Underwriting.” Interest on the notes will accrue from January 17, 2025. The notes will be issued in book-entry form only, in denominations of $2,000 andmultiples of $1,000 thereafter. The notes will not be listed on any securities exchange. Currently there is no public market for the notes. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and itsparticipants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about January 17, 2025, which will be the third business dayafter the date of this prospectus supplement. About This ProspectusiAdobe Inc.1Where You Can Find More Information2Special Note on Forward-Looking Statements3Risk Factors3Use of Proceeds3Description of Securities3Description of Capital Stock4Description of Debt Securities6Description of Warrants13Description of Purchase Contracts13Description of Units14Forms of Securities14Selling Securityholders14Plan of Distribution14Legal Matters15Experts15 This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepareor authorize, contain and incorporate by reference information that you should consider when making yourinvestment decision. We have not, and the underwriters and their affiliates and agents have not, authorizedanyone to provide you with any information or represent anything about us other than what is contained orincorporated by reference in this prospectus supplement or the accompanying prospectus or in any freewriting prospectus prepared by or on behalf of us or to which we have referred you. We are not, and theunderwriters and their affiliates and agents are not, making any offer to sell these securities in anyjurisdiction where the offer or sale is not permitted. You should assume that the information contained in thisprospectus supplement or the accompanying prospectus or any free writing prospectus prepared by us or onour behalf is accurate only as of the date of such document, as applicable, and that any information we haveincorporated by reference is accurate only as of the date of the document incorporated by reference, or, ineach case, any such earlier date as may be specified for such information. Our business, financial condition,results of operations and prospects may have changed since those dates. The distribution of this p