UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01 | OTHER EVENTS. |
On June 11, 2026, Intuit Inc. (“Intuit”) issued $750,000,000 aggregate principal amount of 4.950% Senior Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of 5.500% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated June 8, 2026 (the “Underwriting Agreement”) among Intuit and BofA Securities, Inc., J.P. Morgan Securities LLC, and Scotia Capital (USA) Inc., as representatives of the underwriters named therein. The aggregate principal amount of the Notes is $1.75 billion, and the net proceeds from the offering are approximately $1.74 billion, after deducting the underwriting discount and estimated offering expenses payable by Intuit. Intuit intends to use the net proceeds for general corporate purposes, which may include the refinancing of its $750 million aggregate principal amount of 5.250% Senior Notes due 2026 and $500 million aggregate principal amount of 1.350% Senior Notes due 2027.
The offering of the Notes sold pursuant to the Underwriting Agreement was registered under Intuit’s registration statement on Form S-3 filed on September 1, 2023 (File No. 333-274330), and the Notes were issued pursuant to an indenture between Intuit and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), dated as of June 29, 2020 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture between Intuit and the Trustee, dated as of June 11, 2026 (the “Second Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, and the Second Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are attached as Exhibit 1.01 to this Current Report, Exhibit 4.4 to the registration statement on Form S-3 filed on September 1, 2023 (File No. 333-274330), and Exhibit 4.01 to this Current Report, respectively, and incorporated by reference herein. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 4.950% Senior Note due 2031 and the form of the 5.500% Senior Note due 2036, which are attached as Exhibit 4.02 and Exhibit 4.03 to this Current Report, respectively, and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 1.01 | Underwriting Agreement, dated as of June 8, 2026, among Intuit Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, and Scotia Capital (USA) Inc. | |
| 4.01 | Second Supplemental Indenture, dated as of June 11, 2026, between Intuit Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.02 | Form of 4.950% Senior Note due 2031 (included in Exhibit 4.01). | |
| 4.03 | Form of 5.500% Senior Note due 2036 (included in Exhibit 4.01). | |
| 5.01 | Opinion of Gibson, Dunn & Crutcher LLP relating to the Notes. | |
| 23.01 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.01). | |
| 104 | Cover Page Interactive Data File (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: June 11, 2026 | INTUIT INC. | |||||
| By: | /s/ Sandeep S. Aujla | |||||
| Sandeep S. Aujla | ||||||
| Executive Vice President and Chief Financial Officer | ||||||