Adobe (ADBE) S-4/ARegistration of securities issued in business combination transactions (amended)

Pursuant to an Agreement and Plan of Merger, dated as of September 15, 2022 (the “merger agreement”), by and among Adobe Inc. (“Adobe”), Saratoga Merger Sub I, Inc., a wholly owned subsidiary of Adobe (“Merger Sub I”), Saratoga Merger Sub II, LLC, a wholly owned subsidiary of Adobe (“Merger Sub II”), and Figma, Inc. (“Figma”), Merger Sub I will be merged with and into Figma (the “first merger”), with Figma continuing as the surviving corporation and a wholly owned subsidiary of Adobe, and immediately following the first merger, Figma, as the surviving corporation in the first merger, will be merged with and into Merger Sub II (the “second merger” and, together with the first merger, the “mergers”), with Merger Sub II continuing as the surviving company and a wholly owned subsidiary of Adobe. The transactions contemplated by the merger agreement, including the mergers, are collectively referred to as the “transaction.”

The accompanying consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors of Figma (the “Figma board”) to request that Figma stockholders as of the record date of December 10, 2022 approve the adoption of the merger agreement by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

The accompanying consent solicitation statement/prospectus describes the merger agreement, the transaction and the actions to be taken in connection with the transaction and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to the accompanying consent solicitation statement/prospectus.

A summary of the appraisal and dissenters’ rights that may be available to you is described in “Appraisal and Dissenters’ Rights” beginning on page 108 of the accompanying consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal or dissenters’ rights you must not sign and return a written consent approving the adoption of the merger agreement. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the merger agreement. In addition, you must take all other steps necessary to perfect your appraisal or dissenters’ rights.

The Figma board has considered the transaction and the terms of the merger agreement and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and recommended that Figma stockholders approve and adopt the merger agreement and the transaction.

Please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/prospectus and return it promptly to Figma by one of the means described in “Solicitation of Written Consents” beginning on page 45 of the accompanying consent solicitation statement/prospectus.

This consent solicitation statement/prospectus incorporates important business and financial information about Adobe from other documents that Adobe has filed with the United States Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference herein. For a listing of documents incorporated by reference herein, please see the section entitled “Where You Can Find More Information” beginning on page 117 of this consent solicitation statement/prospectus. Adobe is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, Adobe’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov.

Documents incorporated by reference are available from Adobe without charge, excluding any exhibits to them unless such exhibits have been specifically incorporated by reference in this consent solicitation statement/prospectus. You may obtain documents incorporated by reference in this consent solicitation statement/prospectus free of charge through the SEC’s website or from Adobe by contacting our Investor Relations department by calling (408) 536-4700, by writing to Investor Relations, Adobe Inc., 345 Park Avenue, San Jose, California 95110-2704 or by sending an email to adobe@kpcorp.com. To ensure timely delivery of the documents, you must make your request no later than [  ], 2023.

This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Adobe (File No. 333-268364), constitutes a prospectus of Adobe under Section 5 of the Securities Act of 1933, as amended (the ���Securities Act”), with respect to the Adobe common stock to be issued to Figma stockholders pursuant to the merger agreement. This consent solicitation statement/prospectus also constitutes a consent solicitation statement of Figma with respect to the proposal to approve the adoption of the merger agreement.

This consent solicitation statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Adobe contained in or incorporated by reference into this consent solicitation statement/prospectus has been provided by Adobe, and the information concerning Figma contained in this consent solicitation statement/prospectus has been provided by Figma.

The symbol “$” in this consent solicitation statement/prospectus refers to United States Dollars. Additionally, unless otherwise indicated or as the context otherwise requires, all references in this consent solicitation statement/prospectus to:

The Figma board is providing this consent solicitation statement/prospectus to Figma stockholders as of the record date and is soliciting such stockholders’ written consent in connection with the merger agreement, pursuant to which Adobe has agreed to acquire Figma. In addition, pursuant to the registration statement of which this consent solicitation statement/prospectus forms a part, Adobe is registering shares of Adobe common stock issuable to Figma stockholders upon completion of the transaction. This consent solicitation statement/prospectus contains important information about the transaction, the merger agreement and certain related matters, and you should read this consent solicitation statement/prospectus carefully and in its entirety.

Pursuant to the merger agreement, at the effective time, Merger Sub I will be merged with and into Figma, with Figma continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Adobe. Immediately following the first merger, Figma, as the surviving corporation in the first merger, will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the second merger and as a wholly owned subsidiary of Adobe.

See the sections entitled “The Transaction—Structure of the Transaction” and “The Merger Agreement—The Transaction” and the merger agreement attached as Annex A to this consent solicitation statement/prospectus for more information about the transaction and the merger agreement.

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Figma or any other person, each share of Figma capital stock issued and outstanding immediately prior to the effective time (other than treasury shares and dissenting shares (as defined under “The Merger Agreement—Dissenting Shares”)) will be converted into the right to receive, without interest: (i) the per share closing stock consideration, plus (ii) the per share closing cash consideration, plus (iii) if any, the per share escrow release amount, plus (iv) if any, the per share escrow resolved amount, plus (v) if any, the per share specified escrow release amount, plus (vi) if any, the per share representative fund release amount, subject to certain customary adjustments after closing as described in the section entitled “The Merger Agreement—Cash Consideration Adjustments.” The amount of cash and shares of Adobe common stock that each Figma stockholder is entitled to receive for such shares of Figma capital stock will be computed after aggregating the amount of cash and shares of Adobe common stock each Figma stockholder is entitled to receive for all shares of Figma capital stock that were held by such Figma stockholder immediately prior to the effective time. The amounts set forth in the foregoing clauses (iii)-(vi), if any, will be payable, if at all, at the applicable times and subject to the requirements specified in the merger agreement and the escrow agreement (if applicable) after the closing.

See the sections entitled “The Transaction—Consideration to Figma Stockholders,” “The Merger Agreement—Consideration; Effect of the Transaction on Figma Capital Stock” and “The Merger Agreement—Cash Consideration Adjustments.”

The Figma warrant will be canceled at the effective time unless exercised prior to such time. Subject to the applicable provisions of the merger agreement, if the holder of the Figma warrant executes a warrant termination agreement in the form attached to the merger agreement no later than three days prior to the effective time, then,

upon the effective time, the holder of the Figma warrant will be entitled to receive, for each share of Figma capital stock subject to the Figma warrant, (i) the per share closing stock consideration, plus (ii) the excess of the per share closing cash consideration over the applicable per share exercise price of the Figma warrant, plus (iii) if any, the per share escrow release amount, plus (iv) if any, the per share escrow resolved amount, plus (v) if any, the per share specified escrow release amount, plus (vi) if any, the per share representative fund release amount, subject to certain customary adjustments after closing as described in the section entitled “The Merger Agreement—Cash Consideration Adjustments.” The amount of cash and shares of Adobe common stock the holder of the Figma warrant is entitled to receive for such shares of Figma capital stock subject to the Figma warrant will be computed after aggregating the amount of cash and shares of Adobe common stock the holder of the Figma warrant is entitled to receive for all shares of Figma capital stock subject to the Figma warrant immediately prior to the effective time. The amounts set forth in the foregoing clauses (iii)-(vi), if any, will be payable, if at all, at the applicable times and subject to the requirements specified in the merger agreement and the escrow agreement after the closing. See the section entitled “The Merger Agreement—Treatment of the Figma Warrant.”

Yes. An aggregate amount in cash equal to $65 million otherwise deliverable to Figma stockholders at closing will be deposited with the escrow agent at closing, $40 million of which will secure any post-closing adjustment to the cash consideration and certain indemnification obligations of such holders, in each case, pursuant to the merger agreement, and $25 million of which will secure certain specified tax-related obligations pursuant to the merger agreement. These funds will be released by the escrow agent in accordance with the terms set forth in the merger agreement and the escrow agreement.

Additionally, $500,000 in cash otherwise payable to Figma stockholders at closing will be deposited with the representative, for the representative’s use in covering all losses, claims, damages, liabilities, fees, costs, judgments, fines, amounts paid in settlement or expenses incurred (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), as and when incurred, as the representative. When determined by the representative in good faith that some or all of such amounts deposited with the representative are no longer required to cover such obligations, the representative will pay such amounts to the exchange agent for further distribution to the Figma stockholders in accordance with the terms set forth in the merger agreement.

See the sections entitled “The Merger Agreement—Cash Consideration Adjustments,” “The Merger Agreement—Escrow Fund” and “The Merger Agreement—Representative of Figma Stockholders.”

If the transaction is not completed for any reason, Figma stockholders will not receive any merger consideration for their shares of Figma capital stock, and Figma will remain an independent company. If the merger agreement is terminated, in certain circumstances, Adobe may be required to pay Figma a reverse termination fee of $1 billion in cash, as described under the section entitled “The Merger Agreement—Expenses and Reverse Termination Fee.”

Failure to complete the transaction could negatively impact Adobe, Figma and their respective businesses, prospects, financial condition and results of operations. In addition, some costs related to the transaction must be paid by Adobe and Figma even if the transaction is not completed. Furthermore, Adobe and Figma may experience negative reactions from their respective stockholders, customers, partners, distributors, employees, vendors and/or other persons with whom Adobe or Figma has a business relationship, which could have an adverse effect on their respective businesses, financial condition and results of operations.

The merger agreement contains a non-solicitation provision that restricts the ability of Figma, its controlled affiliates and its and their respective officers, directors, employees, representatives and agents, including any investment banker, attorney or accountant engaged by any of them, during the pendency of the transaction, to directly or indirectly solicit, knowingly encourage or knowingly facilitate inquiries or proposals for, or enter into any agreement with respect to, or initiate, continue or conduct any negotiations or discussions with any person concerning, the purchase of all or a significant portion of the assets of Figma or any of its subsidiaries or any capital stock or other ownership interest in Figma or any of its subsidiaries, subject to certain limited exceptions. In addition, under the terms of the merger agreement, Figma is subject to restrictions on the conduct of its

business prior to the completion of the transaction, including, among other things, restrictions on its ability in certain cases to incur indebtedness, make investments or capital expenditures, enter into, amend or terminate material contracts, settle litigation, acquire or dispose of assets or make changes with respect to employee matters, including compensation and benefits matters. Such limitations could adversely affect Figma’s business, strategy, operations and prospects prior to the completion of the transaction or in the event the transaction is not completed. If the transaction is not completed, the strategic alternatives available to Figma, including remaining an independent company, and the opportunities available to Figma to raise capital, including through a private or public equity issuance, may not be as favorable as they would have been in the absence of the transaction and/or may not be as favorable to Figma and its stockholders as the transaction. See the sections entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Figma,” “The Merger Agreement—Covenants and Agreements—Conduct of Business of Figma Prior to Completion of the Transaction” and “Risk Factors.”

At least 10 business days prior to the closing date, a letter of transmittal will be mailed to each Figma stockholder. The merger agreement provides that each Figma stockholder’s entitlement to receive any portion of the consideration or any other payments pursuant to the merger agreement will be conditioned upon such Figma stockholder’s execution and delivery of a properly completed letter of transmittal (including acceptance of and agreement to the terms and conditions contained therein, including the indemnification and release obligations). After the transaction is completed and upon receipt by the exchange agent of a validly executed letter of transmittal, duly completed in accordance with the instructions provided by the exchange agent and any other documents reasonably required by the exchange agent, you will be entitled to receive the amount of cash and the number of shares of Adobe common stock (which will be in uncertificated book-entry form), together with any cash in lieu of fractional shares of Adobe common stock and any dividends or other distributions on shares of Adobe common stock, in each case that you have the right to receive pursuant to the applicable provisions of the merger agreement. For more information about the exchange of shares of Figma capital stock and Figma warrants for shares of Adobe common stock, see the section entitled “The Merger Agreement—Exchange Procedures.”

Yes, there are important risks related to the transaction and Adobe’s, Figma’s and the surviving company’s businesses. Before making any decision on how to vote, we urge you to read carefully and in its entirety the section entitled “Risk Factors.”

Pursuant to Section 262 of the DGCL and Chapter 13 of the CCC (if and to the extent required by Section 2115 of the CCC), Figma stockholders (and, with respect to Section 262 of the DGCL, beneficial owners) who do not deliver a written consent approving the merger agreement proposal (as defined below) and who otherwise strictly comply with the procedures set forth in Section 262 of the DGCL and Chapter 13 of the CCC, as applicable, have the right to seek appraisal of the fair value of their shares of Figma capital stock, as determined by the Delaware Court of Chancery or applicable California superior court, respectively, if the first merger is completed. The “fair value” of shares of Figma capital stock as determined by the Delaware Court of Chancery or applicable California superior court could be more or less than, or the same as, the value of the consideration that a Figma stockholder would otherwise be entitled to receive under the terms of the merger agreement.

To exercise appraisal or dissenters’ rights, Figma stockholders (or beneficial owners seeking to exercise appraisal rights under Section 262 of the DGCL) must strictly comply with the procedures prescribed by Delaware and/or California law, as applicable. These procedures are summarized in the section entitled “Appraisal and Dissenters’ Rights.” Failure to strictly comply with these provisions will result in a loss of the right of appraisal or dissent.

Completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations

promulgated thereunder (the “HSR Act”), the receipt of certain required consents, authorizations, clearances and approvals under foreign antitrust laws in the UK and within the European Union, and the expiration or termination of any applicable waiting periods in connection therewith, no law having been enacted, or order or injunction having been issued, by a governmental authority of competent jurisdiction that prohibits the completion of the mergers, the receipt of the Figma stockholder approval, the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part, the approval for listing on Nasdaq of the shares of Adobe common stock to be issued in the first merger, there having been no material adverse effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties”) on either Adobe or Figma that is continuing and, in the case of Adobe’s obligation to effect the closing, Dylan Field, Figma’s Co-Founder and Chief Executive Officer (“CEO”), continuing as an employee of Figma at the closing without having given notice of an intent to terminate his employment following the closing and the termination in full of Figma’s stockholders’ agreements. For more information, see the section entitled “The Merger Agreement—Conditions to Completion of the Transaction.”

Adobe and Figma currently expect the transaction to close in 2023, subject to the satisfaction or waiver of the conditions set forth in the merger agreement. Neither Adobe nor Figma can predict, however, the actual date on which the transaction will be completed, or whether it will be completed, because the transaction is subject to certain factors outside the control of each of Adobe and Figma, including whether or when the applicable waiting period under the HSR Act will expire or be terminated and whether or when certain required consents, authorizations, clearances and approvals under foreign antitrust laws in the UK and within the European Union will be obtained.

Adobe expects the cash consideration to be financed with a combination of cash on Adobe’s balance sheet and short term debt instruments. Neither Adobe’s nor Figma’s obligation to complete the mergers is conditioned upon Adobe obtaining financing.

If you are a Figma stockholder and would like additional copies of this consent solicitation statement/prospectus or a replacement written consent, or if you have questions about the transaction, the process for returning your written consent, or the other matters discussed in this consent solicitation statement/prospectus, you should contact Figma’s Investor Relations department by writing to Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102, Attention: Investor Relations or by sending an email to ir@figma.com.

If you are an Adobe stockholder and would like additional copies of this consent solicitation statement/prospectus, or if you have questions about the transaction or the other matters discussed in this consent solicitation statement/prospectus, you should contact our Investor Relations department by calling (408) 536-4700, by writing to Investor Relations, Adobe Inc., 345 Park Avenue, San Jose, California 95110-2704 or by sending an email to adobe@kpcorp.com.

You can find more information about Adobe and Figma from the various sources described in the section entitled “Where You Can Find More Information.”

In accordance with applicable law, no vote of Adobe stockholders is required in connection with the transaction. Therefore, a vote or consent of Adobe stockholders is not being sought. The purpose of the registration statement of which this consent solicitation statement/prospectus is a part is to register the shares of Adobe common stock being issued to Figma stockholders in the transaction and to provide Figma stockholders with important information about Adobe, Figma, the merger agreement and the transaction.

Yes. The Adobe board approved the merger agreement and the transaction, including the mergers, and determined that the merger agreement and the transaction, including the mergers, are advisable, fair to and in the best interests of Adobe and its stockholders.

Yes. Following a review of the merger agreement and of the negotiations between Figma and its representatives on behalf of Figma and Adobe and its representatives on behalf of Adobe with respect to the merger agreement, the Figma board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and recommended that Figma stockholders approve and adopt the merger agreement and the transaction. For a discussion of the factors considered by the Figma board in approving the merger agreement, see the section entitled “The Transaction—Figma’s Reasons for the Transaction; Recommendation of the Figma Board.”

Yes. Figma stockholders should be aware that some of Figma’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Figma stockholders generally. The Figma board was aware of and considered these interests, among other matters, in deciding to approve the terms of the merger agreement and the transaction. For a further discussion of these interests, see the section entitled “Interests of Figma’s Directors and Executive Officers in the Transaction.”

Figma stockholders are being asked to approve the adoption of the merger agreement and the transaction (the “merger agreement proposal”).

The Figma board unanimously recommends that Figma stockholders approve the merger agreement proposal by executing and returning the written consent furnished with this consent solicitation statement/prospectus.

Adobe and Figma cannot complete the transaction unless the Figma stockholders approve the merger agreement proposal.

The approval of the merger agreement proposal requires the affirmative vote or consent of the holders of (i) at least a majority of the voting power of the outstanding shares of Figma capital stock (voting as a single class and on an as-converted to Figma common stock basis) entitled to vote thereon, (ii) at least a majority of the voting power of the outstanding shares of Figma preferred stock (voting as a single class and on an as-converted to Figma common stock basis) entitled to vote thereon, and (iii) if and to the extent required by Section 2115 of the CCC, at least a majority of the voting power of the outstanding shares of Figma common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii) and (iii), collectively, the “Figma stockholder approval”).

Subsequent to the execution of the merger agreement, Adobe and the key stockholders (as defined in the section entitled “Key Stockholder Voting Agreement”), representing approximately 55.0% of the voting power of the outstanding shares of Figma capital stock, approximately 52.5% of the voting power of the outstanding shares of Figma common stock, and approximately 69.8% of the voting power of the outstanding shares of Figma preferred stock, in each case as of the record date, entered into the key stockholder voting agreement (as defined in the section entitled “Key Stockholder Voting Agreement”). Pursuant to the key stockholder voting agreement, among other things, each of the key stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the transaction, including the mergers, with respect to all of such key

stockholder’s shares of Figma capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval required under the merger agreement. See the section entitled “Key Stockholder Voting Agreement.” In accordance with applicable law, no vote of Adobe stockholders is required in connection with the transaction.

The Figma board has set December 10, 2022 as the record date (the “record date”) for determining the holders of Figma capital stock entitled to execute and deliver written consents with respect to this solicitation. Holders of Figma capital stock on the record date will be entitled to give or withhold a consent using the written consent furnished with this consent solicitation statement/prospectus.

If you hold shares of Figma capital stock as of the record date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Figma. Once you have completed, dated and signed your written consent, deliver it to Figma by emailing a .pdf copy of your written consent to consents@figma.com or by mailing your written consent to Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102, Attention: Vice President, Legal. Figma will not call or convene any meeting of its stockholders in connection with the Figma stockholder approval.

If you hold shares of Figma capital stock as of the record date and you do not return your written consent, that will have the same effect as a vote against the merger agreement proposal. However, under the key stockholder voting agreement, the key stockholders have agreed to execute and deliver their written consents promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective by the SEC. The execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval required under the merger agreement. Therefore, a failure of any other Figma stockholder to deliver a written consent is not expected to have any effect on the approval of the merger agreement proposal or the completion of the transaction.

Figma has set [  ] as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the “consent deadline”). Figma reserves the right to extend the consent deadline beyond [  ]. Any such extension may be made without notice to Figma stockholders.

Yes. You may change or revoke your consent to the merger agreement proposal at any time before the consent deadline. However, please note that because the delivery of the written consents contemplated by the key stockholder voting agreement will constitute the Figma stockholder approval, any such change or revocation is not expected to have an effect on the outcome. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Solicitation of Written Consents—Submission of Written Consents.”

Figma urges you to read carefully and consider the information contained in this consent solicitation statement/prospectus, including the Annexes, and to consider how the transaction will affect you as a Figma stockholder. Once the registration statement of which this consent solicitation statement/prospectus forms a part has been declared effective by the SEC, Figma will solicit your written consent. The Figma board unanimously recommends that all Figma stockholders approve the merger agreement proposal by executing and returning to Figma the written consent furnished with this consent solicitation prospectus/prospectus as soon as possible and no later than the consent deadline.

If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this consent solicitation statement/prospectus or a replacement written consent, please contact Figma's Investor Relations department by writing to Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102, Attention: Investor Relations or by sending an email to ir@figma.com.

Each of Adobe and Figma intend that the mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Each of Adobe and Figma have agreed to report the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code on their respective U.S. federal income tax returns provided that Figma’s legal counsel, Fenwick & West LLP (“Fenwick”) (or other nationally recognized counsel or “big four” accounting firm), delivers to Adobe an opinion (the “closing opinion”) (i) which is reasonably satisfactory in form and substance to Adobe, to the effect that the mergers, taken together, are at least “more likely than not” to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) which has not been modified, withdrawn or adversely affected by a change in law by the date on which such tax returns are filed. Subject to provision of the closing opinion, the parties will file all applicable U.S. state and local income tax returns in a manner consistent with reorganization treatment, unless otherwise required by a change in applicable law or a “determination” within the meaning of Section 1313(a) of the Code.

In addition, in connection with the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part, Figma has received an opinion from Fenwick (the “S-4 opinion”) to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The S-4 opinion is based on customary factual representations contained in letters provided by Adobe and Figma and on certain assumptions as to the facts as of the effective time. One critical factual assumption is that at least 40 percent of the value of the consideration received in exchange for Figma’s capital stock in the first merger will consist of Adobe common stock (as measured by the average of the daily closing prices of Adobe’s stock for the 10 consecutive trading days ending on and including the second trading day preceding the signing of the merger agreement), taking into account any adjustment to the cash consideration received by holders of Figma’s capital stock as a result of the consideration adjustment (as defined in the section entitled “The Merger Agreement—Post-Closing Adjustment to Cash Consideration”) and cash payable to holders of dissenting shares. Because these amounts cannot be determined with certainty as of the date hereof, the S-4 opinion is based on assumptions as to (i) the amount of Figma’s cash and cash equivalents as of the effective time (which are supported by representations from Figma regarding projected balances of cash and cash equivalents), and (ii) the number of, and consideration payable in respect of, Figma shares that will be dissenting shares. If any of the facts, representations, covenants or assumptions upon which the S-4 opinion is based are, or become, inaccurate or incomplete in any respect at any time, including as a result of Figma’s cash and cash equivalents as of the effective time materially exceeding Figma’s projections, the S-4 opinion may no longer be valid (or the conclusions reached therein could be jeopardized) and neither Fenwick nor other qualified tax counsel or “big four” accounting firm may be able to deliver the closing opinion. There can be no assurance that the assumptions and representations on which the S-4 opinion is based, including but not limited to those related to the amount of Figma’s cash and cash equivalents as of the effective time and amounts payable to holders of dissenting shares, will remain true and accurate as of the effective time. There can therefore be no assurance that the S-4 opinion will remain valid at the effective time, and the closing of the transaction is not conditioned on the continued validity of the S-4 opinion or the receipt of the closing opinion or any other opinion as to the qualification of the mergers, taken together, as a “reorganization.” Moreover, an opinion of counsel represents counsel’s best legal judgment and is not binding on the Internal Revenue Service (the “IRS”) or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Figma or Adobe from the IRS with respect to the mergers and there can be no assurance that the mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Code. If the mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Figma capital stock in a fully taxable transaction. Provided that the relevant facts, representations, covenants and assumptions upon which the S-4 opinion is based remain true and accurate, Figma expects to deliver the closing opinion to Adobe. If, consistent with such opinion, the mergers, taken together,

qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (1) a U.S. holder will recognize gain to the extent of the lesser of (a) the excess of (i) the sum of the fair market value of the Adobe common stock and the cash received by the U.S. holder, over (ii) the U.S. holder’s adjusted tax basis in the Figma capital stock exchanged therefor and (b) the cash received by the holder and (2) a U.S. holder will not recognize any loss upon the exchange of Figma capital stock for Adobe common stock and cash in the mergers.

For additional information, see the section entitled “U.S. Federal Income Tax Consequences.” The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, the expiration or termination of the applicable waiting periods under the HSR Act, the receipt of certain required consents, authorizations, clearances and approvals from other specified governmental authorities under foreign antitrust laws in the UK and within the European Union and the expiration or termination of any applicable waiting periods in connection therewith, no law having been enacted, or order or injunction having been issued by a governmental authority of competent jurisdiction that prohibits the completion of the mergers, the receipt of the Figma stockholder approval, the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part, the approval for listing on Nasdaq of the shares of Adobe common stock to be issued in the first merger, there having been no material adverse effect on either Adobe or Figma that is continuing and, in the case of Adobe’s obligation to effect the closing, Dylan Field, Figma’s Co-Founder and CEO, continuing as an employee of Figma at the closing without having given notice of an intent to terminate his employment following the closing and the termination in full of Figma’s stockholders’ agreements. There can be no assurance that the expiration or termination of the applicable waiting periods under the HSR Act or that the required consents, authorizations, clearances and approvals from other specified governmental authorities under foreign antitrust laws in the UK and within the European Union will be obtained, or that the other conditions to the obligations of the parties to effect the mergers will be satisfied or waived. In particular, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the transaction and/or impose conditions on Adobe, Figma and/or the surviving company as a condition to completion of the transaction under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the transaction will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the transaction, materially reduce or delay the anticipated benefits of the transaction or allow the parties to terminate the merger agreement. Under the terms of the merger agreement, neither Adobe nor any of its affiliates is required to proffer, offer, commit to, consent to or agree to or effect any remedy actions (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions”) with respect to (A) any assets, products, product lines, properties, services or businesses or portions thereof of Adobe or any of its subsidiaries (other than solely Figma and its subsidiaries, subject to the following clause (B)) or (B) any assets, products, product lines, properties, services or businesses or portions thereof of Figma or any of its subsidiaries if, in the case of this clause (B), any such remedy action would, individually or in the aggregate, reasonably be expected to be material to Figma. For a discussion of the conditions to the completion of the transaction, see the section entitled “The Merger Agreement—Conditions to Completion of the Transaction.” If the transaction, or the combination of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and

adversely affect the synergies and other benefits that Adobe and Figma expect to achieve as a result of the transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on Adobe’s and the surviving company’s business, financial condition and results of operations.

The merger agreement may be terminated in certain circumstances, including, among others, if the first merger has not been completed by the outside date of September 15, 2023 (subject to extension as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) or if there is in effect a final, nonappealable legal restraint (as defined in the section entitled “The Merger Agreement—Conditions to Completion of the Transaction”). Adobe and Figma can also mutually agree to terminate the merger agreement at any time prior to the effective time. Adobe will be required to pay Figma a reverse termination fee of $1 billion in cash upon termination of the merger agreement in specified circumstances. The merger agreement may also be terminated in circumstances in which such fee will not be payable. In the event that the merger agreement is terminated, the strategic alternatives available to Figma, including remaining an independent company, and the opportunities available to Figma to raise capital, including through a private or public equity issuance, may not be as favorable as they would have been in the absence of the transaction and/or may not be as favorable to Figma and its stockholders as the transaction. See the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

As a result of the first merger, each share of Figma capital stock (other than treasury shares or dissenting shares) and certain Figma equity awards issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive, as part of the total mix of consideration payable in connection with the transaction, a fixed number of shares of Adobe common stock in accordance with the terms of the merger agreement. The number of shares of Adobe common stock to be issued in exchange for each share of Figma capital stock and, to the extent applicable, Figma equity awards in the first merger will not be adjusted for the purpose of reflecting changes in the trading price of Adobe common stock. The exact value of the consideration to Figma stockholders and holders of Figma equity awards will therefore depend, among other factors, on the price per share of Adobe common stock at the effective time, which may be greater or less than, or the same as, the price per share of Adobe common stock at the time of entry into the merger agreement or the date of this consent solicitation statement/prospectus. Adobe and Figma are not permitted to terminate the merger agreement as a result of any increase or decrease, in and of itself, in the market price of Adobe common stock. The market price of Adobe common stock is subject to price fluctuations and has experienced volatility in the past. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, interest rates (including changes or anticipated changes in interest rates), changes in the businesses, operations, assets, liabilities and prospects of Adobe, the effects of the novel coronavirus (“COVID-19”) pandemic and an evolving legal and regulatory landscape. The market reaction to the announcement of the mergers, market assessments of the prospects of the combined company, the benefits of the transaction and the likelihood that the transaction will be completed, as well as other factors described or referred to elsewhere in this section entitled “Risk Factors”, may also impact the market price of Adobe common stock. Many of these factors are beyond Adobe’s and Figma’s control. You should obtain current market price quotations for Adobe common stock; however, as noted above, the prices at the effective time may be greater or less than, or the same as, such price quotations.

The outstanding shares of Figma capital stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Figma than if the outstanding shares of Figma capital stock were traded publicly. The value ascribed to Figma’s securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the

outstanding shares of Figma capital stock may have traded on a public market. The consideration to be paid to Figma stockholders in the first merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Figma capital stock may have traded on a public market.

Certain Figma directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Figma stockholders generally. These interests include, among other things, arrangements for certain executive officers that provide for acceleration rights (in relation to the vesting of certain Figma equity-based awards) in the event that any such executive officer’s employment is terminated under certain circumstances following completion of the transaction, retention awards in the form of Adobe RSU awards, the conversion of Figma equity-based awards into Adobe equity-based awards and rights to indemnification and directors’ and officers’ liability insurance that will survive the completion of the transaction. Certain executive officers of Figma may also serve as officers or employees of the surviving company following the completion of the transaction.

The Figma board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and in overseeing the negotiation, of the transaction, in approving the merger agreement and the transaction and in making the Figma board recommendation. The interests of Figma’s directors and executive officers are described in more detail in the section of this consent solicitation statement/prospectus entitled “Interests of Figma’s Directors and Executive Officers in the Transaction.”

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. No ruling has been, or will be, sought by Adobe or Figma from the IRS with respect to the mergers, nor is an opinion of counsel regarding the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code a condition to the closing of the mergers. Accordingly, there can be no assurance that the mergers, taken together, will qualify as a “reorganization.” If the mergers, taken together, fail to qualify as a “reorganization” under Section 368(a) of the Code, U.S. holders of Figma’s capital stock will be treated as if they sold their Figma capital stock in a fully taxable transaction.

For additional information, see the section entitled “U.S. Federal Income Tax Consequences.” The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

During the pendency of the transaction, it is possible that customers, partners, distributors, employees, vendors and/or other persons with whom Adobe or Figma has a business relationship, may elect to use the services of other product design platforms or software providers, delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Adobe or Figma, as the case may be, as a result of the transaction, which could significantly reduce the expected benefits of the transaction and/or negatively affect Adobe’s or Figma’s revenues, earnings and cash flows, as well as the market price of Adobe common stock, regardless of whether the transaction is completed. Uncertainty about the effects of the transaction on employees may impair the ability to attract, retain and motivate key personnel during the pendency of the transaction and, if the transaction is completed, for a period of time thereafter. If key employees depart because of issues related to the uncertainty and difficulty of combining the businesses of Adobe and Figma or a desire not to remain with Adobe following the completion of the transaction, Adobe and Figma may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Adobe and Figma will also incur significant costs related to the transaction, some of which must be paid even if the transaction is not completed. These costs are substantial and include financial advisory, legal and accounting costs.

In addition, Adobe, Figma and their respective affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time. Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the transaction.

In connection with the transaction, it is possible that stockholders of Figma and/or Adobe may file putative class action lawsuits against the Figma board and/or the Adobe board. Among other remedies, these stockholders could seek damages and/or to enjoin the transaction. The outcome of any litigation is uncertain and any such potential lawsuits could prevent or delay the completion of the transaction and/or result in substantial costs. Any such actions may create uncertainty relating to the transaction and may be distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transaction is completed may adversely affect Adobe’s business, financial condition and results of operations following the completion of the transaction.

The merger agreement contains non-solicitation provisions that restrict the ability of Figma, its controlled affiliates and its and their respective officers, directors, employees, representatives and agents, including any investment banker, attorney or accountant engaged by any of them, to solicit, knowingly encourage or knowingly facilitate inquiries or proposals for, or enter into any agreement with respect to, or initiate, continue or conduct any negotiations or discussions with any person concerning, the purchase of all or a significant portion of the assets of Figma or any of its subsidiaries or of any capital stock of or other ownership interest in Figma or any of its subsidiaries, subject to certain exceptions. In addition, the merger agreement does not permit Figma to terminate the merger agreement in order to enter into an agreement providing for, or to complete, such an alternative transaction, even if the alternative transaction would provide for the payment of consideration with a higher value per share of Figma capital stock than the consideration proposed to be received or realized in the transaction. See the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Figma.”

Subsequent to the execution of the merger agreement, Adobe and the key stockholders entered into the key stockholder voting agreement. Pursuant to the key stockholder voting agreement, among other things, each of the key stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the transaction, including the mergers, with respect to all of such key stockholder’s shares of Figma capital stock entitled to act by written consent with respect thereto. The key stockholders are required to deliver such written consents regardless of the Figma board’s recommendation with respect to the merger agreement proposal. Based on the number of outstanding shares of Figma capital stock as of December 10, 2022,

the execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval required under the merger agreement. See the section entitled “Key Stockholder Voting Agreement.”

Adobe and Figma entered into the merger agreement with the expectation that the transaction would result in various benefits, including, among other things, operating efficiencies and synergies, including as a result of Figma’s products being sold with Adobe’s resources or with Adobe’s products. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether the combination of the business operations, such as the go-to-market initiatives, shared product innovation and combined market intelligence of Adobe and Figma, can be achieved in an efficient and effective manner.

In addition, following the completion of the transaction, the size of Adobe’s Digital Media business will increase significantly. Adobe’s future success depends, in part, on its ability to manage this expanded combined business, which will pose certain challenges, including challenges related to the management and monitoring of new operations and increased costs and complexity.

It is possible that combining the businesses of Adobe and Figma could take longer than anticipated or that the management of the combined business could be more difficult than expected, and could result in increased attrition, the disruption of ongoing businesses, processes, systems and business relationships, or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements or the inability to comply with laws, rules, and regulations applicable to the surviving company, any of which could adversely affect Adobe’s ability to achieve the anticipated benefits of the transaction. Adobe’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur before the closing. Adobe may have difficulty addressing possible differences in corporate cultures, management philosophies, business practices and technological systems, and other differences between the two companies. The process of combining Adobe’s and Figma’s businesses is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect Adobe and the surviving company’s future businesses, financial condition, results of operations and prospects.

Adobe and Figma are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. Adobe’s success after the completion of the transaction will depend in part upon the ability of Adobe to attract, motivate and retain key management personnel and other key employees of Adobe and Figma. Current and prospective employees of Adobe and Figma may experience uncertainty about their roles following the completion of the transaction, which may have an adverse effect on the ability of each of Adobe and Figma to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that Adobe will be able to attract, motivate or retain management personnel and other key employees of Adobe and Figma to the same extent that Adobe and Figma have previously been able to attract or retain their respective employees. If management personnel or other key employees terminate their employment, Adobe’s and the surviving company’s business activities may be adversely affected and management attention may be diverted from successfully combining Adobe’s and Figma’s businesses to hiring suitable replacements, all of which may cause Adobe’s and the surviving company’s businesses and operations following the completion of the transaction to suffer.

The completion of the transaction may trigger change in control, assignment and other provisions in certain agreements to which Figma is a party. If Adobe and Figma are unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or other remedies. Even if Adobe and Figma are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Adobe or the surviving company. Any of the foregoing or similar developments may have an adverse impact on the businesses, financial condition and results of operations of Adobe and the surviving company following the completion of the transaction, or the ability to successfully combine their respective businesses and/or execute their respective strategies.

The market price of Adobe common stock after the transaction may be affected by factors different from those affecting the shares of Adobe common stock or Figma capital stock currently. In the first merger, holders of Figma capital stock will become holders of Adobe common stock. Adobe’s business and financial position differs from that of Figma in important respects. For example, while Figma focuses on collaborative design, Adobe has operations across digital media, digital experience and publishing and advertising. In addition, certain litigation risks related to Figma’s business may be different with respect to Adobe’s business, given that Adobe’s business profile and business practices differ from those of Figma. Accordingly, the results of operations of Adobe, including the surviving company, and the market price of Adobe common stock after the completion of the transaction may be affected by factors different from those currently affecting the results of operations of each of Adobe and Figma or the shares of Adobe common stock or Figma capital stock on a standalone basis, and Figma stockholders will hold an interest in a company with a different mix of assets, risks and liabilities, and a different financial profile and other characteristics, than the company in which they currently hold an interest. For a discussion of the business of Adobe and of certain factors to consider in connection with that business, see the documents incorporated by reference in this consent solicitation statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

Based on the consideration payable to holders of Figma capital stock pursuant to the merger agreement and the number of shares of Adobe common stock and Figma capital stock outstanding as of the record date, it is expected that, immediately after completion of the transaction, such former Figma stockholders will own approximately 3.9% of the outstanding Adobe common stock. Consequently, the influence that former Figma stockholders will have over the management and policies of Adobe will be different than what they currently have over the management and policies of Figma.

Upon completion of the transaction, Figma stockholders will no longer be stockholders of Figma, but will instead become stockholders of Adobe, and their rights as Adobe stockholders will be governed by the terms of Adobe’s restated certificate of incorporation (as amended, the “Adobe certificate”) and Adobe’s amended and restated bylaws (the “Adobe bylaws”). The terms of the Adobe certificate and the Adobe bylaws are in some respects materially different from the terms of Figma’s restated certificate of incorporation (the “Figma certificate”) and Figma’s amended and restated bylaws (the “Figma bylaws”), which, together with certain stockholders’ agreements entered into by Figma and certain holders of Figma capital stock, currently govern the rights of Figma stockholders. For a discussion of the different rights associated with shares of Figma capital stock and shares of Adobe common stock, see the section entitled “Comparison of Stockholders’ Rights.”

Adobe expects to incur a number of non-recurring costs associated with the transaction and combining the operations of the two companies. Adobe continues to assess the magnitude of these transaction and combination-related costs, and additional unanticipated costs may also be incurred. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by Adobe regardless of whether or not the merger is completed.

The market price of Adobe common stock may decline as a result of the transaction, and holders of Adobe common stock (including holders of Figma capital stock that receive Adobe common stock in the first merger) could see a decrease in the value of their investment in Adobe common stock, if, among other things, Adobe and the surviving company are unable to achieve the anticipated benefits, including synergies, innovation and operational efficiencies, from the transaction, or if such benefits take longer to realize than anticipated, or if the transaction and combination-related costs related to the transaction are greater than expected. The issuance of shares of Adobe common stock in the transaction could on its own have the effect of depressing the market price for Adobe common stock. In addition, some Figma stockholders may decide not to hold the shares of Adobe common stock they receive as a result of the transaction, and any such sales of Adobe common stock could have the effect of depressing the market price for Adobe common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Adobe common stock, regardless of the actual operating performance of Adobe or the surviving company following the completion of the transaction.

If the first merger is completed, based on the consideration payable to holders of Figma capital stock pursuant to the merger agreement and the number of shares of Adobe common stock and Figma capital stock outstanding as of the record date, it is expected that, immediately after completion of the transaction, such former Figma stockholders will own approximately 3.9% of the outstanding Adobe common stock. Following the issuance of shares of Adobe common stock in the first merger, Adobe’s earnings per share may be lower than would have been reported by Adobe in the absence of the transaction. There can be no assurance that any increase in Adobe’s earnings per share will occur, even over the long term. Any increase in Adobe’s earnings per share as a result of the mergers requires, among other things, Adobe to successfully manage the operations of Figma and increase the consolidated earnings of Adobe after the transaction, which is subject to risks and uncertainties, as described elsewhere in this “Risk Factors” section.

You should read and consider the risk factors specific to Adobe’s business that will also affect the surviving company after the completion of the transaction. These risks are described in Part I, Item 1A of Adobe’s Annual Report on Form 10-K for the fiscal year ended December 3, 2021, Part II, Item 1A of Adobe’s Quarterly Report on Form 10-Q for the quarterly period ended September 2, 2022 and in other documents that are incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

Although Figma was founded in 2012, it has a limited operating history at its current scale of business. As a result, it may be difficult to evaluate Figma’s current business and its future prospects. Figma has encountered and may continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including maturing financial planning and forecasting for its business and other risks described in this section. If the assumptions regarding the risks and uncertainties that Figma uses to plan its

business are incorrect or change, or if Figma does not address these risks successfully, Figma’s operating and financial results could differ materially from its expectations and its business could suffer. Figma cannot assure you that it will be successful in addressing these and other challenges it may face in the future.

In order for Figma to improve its operating results and continue to grow its business, it is important that Figma continues to attract new customers and that existing customers continue to renew subscriptions and purchase additional subscriptions and services from Figma. Figma’s customers’ renewal rates may decline or fluctuate as a result of various factors, including their satisfaction with the Figma platform, products and services and satisfaction with those offered by competitors, Figma’s pricing or pricing structure and changes to its pricing or pricing structure particularly given Figma’s limited experience in determining the optimal prices for its solutions, the pricing or capabilities of the products and services offered by Figma’s competitors or the effects of general economic conditions and uncertainty in financial markets. While many of Figma’s subscriptions provide for automatic renewal, customers have no obligation to renew a subscription after the expiration of the contract term, and customers may not renew their subscriptions with a similar contract period, with the same or greater number of editor seats, or for the same subscription plan. If Figma’s customers do not renew their subscriptions or if they renew on terms less favorable to Figma, Figma’s revenue may decline. Further, a significant portion of Figma’s revenue growth is derived from organic growth that occurs within organizations when new users decide to use Figma’s solutions based on word-of-mouth recommendations. As Figma continues to increasingly sell to larger organizations, such customers may have more extensive internal approval requirements that prevent or delay potential users in those organizations from using Figma’s solutions, which may delay or prevent the organic growth of potential future users at the same rate as in historical periods.

Figma’s future success depends, in part, on its ability to convert users of its free product offering into paying customers by convincing organizations to convert to a paid product offering and selling additional products and services. This may require Figma to incur increased sales and marketing expense, but may not result in additional sales. In addition, the rate at which Figma’s customers purchase additional premium products and services depends on a number of factors, including the perceived need for additional products and services as well as general economic conditions. If Figma’s efforts to sell additional products and services to its customers are unsuccessful, its business and operating results may suffer.

Figma intends to continue to make long-term investments in engineering, research and development, marketing and customer support functions. Figma has recognized and will recognize costs associated with these investments earlier than most of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than it expects. If Figma does not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, its business, operating results, financial condition and prospects could be adversely affected.

Figma’s ability to increase its customer base and achieve broader market adoption of its platform will depend to a significant extent on its ability to continue to expand its sales and marketing operations. Figma has dedicated and plans to continue to dedicate significant resources to sales and marketing programs and to expand its sales and marketing capabilities to target additional potential customers. If Figma is unable to find efficient ways to deploy its sales and marketing investments or if its sales and marketing programs are not effective, its business and operating results would be adversely affected.

Furthermore, there is significant competition for sales personnel with the required skills and technical knowledge. While Figma’s ability to achieve revenue growth will depend, in part, on its success in hiring,

integrating, training, managing and retaining sufficient numbers of sales personnel (including personnel with international experience) to support its growth, particularly in international markets, there is no guarantee that Figma’s hires will become productive as quickly as it expects, or at all. Moreover, Figma’s international expansion may be slow or unsuccessful if it is unable to retain qualified personnel with international experience, language skills and cultural competencies in the geographic markets in which it operates.

If Figma is unable to hire, integrate, train, manage and retain a sufficient number of effective sales personnel, or the sales personnel it hires are not successful in obtaining new customers or increasing sales to its existing customer base, its business, operating results, financial condition and prospects will be adversely affected.

Figma’s growth is heavily dependent on the willingness of its customers to provide positive reviews and word-of-mouth recommendations and otherwise participate in the Figma community. Complaints or negative publicity, including through media coverage, blog posts and forum postings, about Figma or its platform, products and services, regardless of accuracy, could severely diminish consumer confidence in, and use of, its platform. If Figma does not handle the complaints of its customers effectively, they may lose confidence in Figma’s platform, products and services and Figma’s reputation may suffer.

Figma’s future success depends on its continuing ability to attract, train, assimilate and retain highly skilled personnel, including software engineers. Figma faces intense competition for qualified individuals from numerous software and other technology companies. In addition, competition for qualified personnel, such as software engineers, is particularly intense in the San Francisco Bay Area, where the Figma headquarters are located, and in other locations where Figma maintains offices. Figma may not be able to retain its current key employees or attract, train or retain other highly skilled personnel in the future. It may incur significant costs to attract and retain highly skilled personnel, and it may lose new employees to its competitors or other technology companies before it realizes the benefit of its investment in recruiting and training them.

Figma’s future success also depends in large part on the continued services of certain key personnel, including Dylan Field, Figma’s co-founder and Chief Executive Officer. Figma’s senior management and other key personnel are all employed on an at-will basis, which means that they could terminate their employment with Figma at any time, for any reason, and without notice. Figma does not currently maintain key-person life insurance policies on any of its officers or employees. If Figma is unable to attract and retain suitably qualified individuals who are capable of meeting the company’s growing technical, operational and managerial requirements, on a timely basis or at all, or loses the services of senior management or other key personnel, or if it is unable to attract, train, assimilate, and retain the highly skilled personnel it needs, its business, operating results, financial condition and prospects could be adversely affected.

While Figma has experienced significant growth in revenue in recent periods, Figma cannot predict when or whether it will reach or maintain profitability. As a result, Figma’s losses in future periods may be greater than the losses it would incur if it developed its business more slowly. In addition, Figma may find that these efforts are more expensive than anticipated or that they may not result in increases in Figma’s revenue.

Figma has experienced rapid growth in its number of employees and in its operations. This growth has increased the complexity of its business and places significant strain on its management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Figma may not be able to manage future growth effectively, which could damage its reputation, limit its growth and negatively affect its operating results.

Further, Figma has worked to develop a culture that empowers its employees to continuously learn, evolve, and grow, and treat each other with respect. If Figma does not continue to develop its corporate culture as it rapidly grows, including maintaining a culture that encourages a sense of ownership by its employees, it could harm Figma’s ability to foster the innovation, creativity, and teamwork it believes that it needs to support its growth.

Figma’s operating results have varied significantly from period to period in the past, and its operating results may continue to vary significantly in the future such that period-to-period comparisons of its operating results may not be meaningful. Accordingly, Figma’s financial results in any one quarterly or annual period should not be relied upon as indicative of future performance. Moreover, this variability and unpredictability could result in Figma’s failure to meet its operating plan or the expectations of investors. Figma’s quarterly or annual financial results may fluctuate as a result of a number of factors, many of which are outside of its control and may be difficult to predict, including the risk factors discussed elsewhere in this section, as well as the following:

Figma derives, and may continue to derive, most of its revenues from a single solution, Figma Design. As such, the continued growth in market demand for and market acceptance of Figma Design is critical to Figma’s continued success. Demand for this solution is affected by a number of factors, some of which are beyond Figma’s control, such as the rate of market adoption of product design solutions; the timing of development and

release of competing new solutions; the development and acceptance of new features, integrations and capabilities for Figma Design; price, product and service changes by Figma or its competitors; technological changes and developments within the markets Figma serves; growth, contraction and rapid evolution of its market; and general economic conditions and trends. If Figma is unable to continue to meet the demands of its customer and potential customers or trends in preferences for design solutions or to achieve more widespread market acceptance of Figma Design, its business, operating results, financial condition and prospects would be harmed.

Figma collects, uses and processes certain personal data, such as names and email addresses, about its customers, employees, partners, vendors and other parties. Additionally, Figma’s customers use its platform to create and store their proprietary and confidential data. Further, Figma possesses proprietary and confidential information regarding its platform and business. As such, Figma may be a target of data security attacks by third parties. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of any third-party or proprietary data could result in significant liability and a material loss of revenue resulting from the adverse impact on Figma’s reputation and brand, a diminished ability to retain or attract new customers, exfiltration of trade secrets or other confidential information, and disruption to its business. Figma relies on third-party service providers to host or otherwise process some of Figma’s data and that of Figma’s customers, and any failure by such third parties to prevent, mitigate or remediate security breaches, systems disruptions or improper access to, or disclosure of, such data could have similar adverse consequences for Figma.

Unauthorized access to, or other security breaches or disruptions of, Figma’s platform or the other systems or networks used in its business, including its own systems as well as those of Figma’s vendors, contractors, partners or those with which it has strategic relationships, could result in the unauthorized disclosure, loss, compromise, exfiltration, destruction, modification or corruption of customer or other personal data, including sensitive data, or proprietary information, loss of business, reputational damage adversely affecting customer confidence, regulatory investigations and orders, class action or other litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, notification obligations, significant costs for remediation (which may include incentives offered to customers to maintain business relationships) and other liabilities. If Figma’s security measures or those of its service providers are breached, or are perceived to have been breached, as a result of third-party action, including cyberattacks or other intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and particularly if someone obtains unauthorized access to Figma’s data or other data it or its service providers maintain, including sensitive customer data, personal information, intellectual property and other confidential financial or business information, Figma could face declines in the retention rates of its current customers and the acquisition rates of new potential customers, be subject to regulatory investigations or orders, and its reputation could be severely damaged. Figma could be required to expend significant capital and dedicate efforts and other resources to alleviate any such problem, which may ultimately be unsuccessful and may exceed its existing insurance coverage. Moreover, if Figma’s platform is perceived as not being secure, regardless of whether it or its service providers’ security measures are actually breached, Figma could suffer harm to its reputation, and its business, operating results, financial condition and prospects would be negatively impacted.

Figma cannot ensure that its or its service providers’ measures to prevent security breaches or other security incidents will not result in the loss of information, litigation, regulatory investigations, indemnity obligations, penalties and other liability. Similarly, Figma cannot ensure that any limitations of liability provisions in its contracts would be enforceable or adequate or would otherwise protect it from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matters.

Moreover, cyberattacks and other malicious Internet-based activities continue to increase generally. Because the techniques used to obtain unauthorized access to or otherwise sabotage systems change frequently and generally are not identified until they are launched against a target, Figma and its service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, third parties may attempt to fraudulently induce employees or customers to disclose information to gain access to Figma’s

data or Figma’s customers’ or other partners’ data. This could lead to fewer customers using and paying for Figma’s platform and result in reduced revenue and earnings. The costs Figma would incur to address and respond to these security incidents, and to prevent them thereafter, would increase Figma’s expenses.

The industry in which Figma participates is rapidly evolving, fragmented and highly competitive, and if Figma does not compete effectively, its business, operating results, financial condition and prospects could be adversely impacted. Figma competes against a variety of companies within its industry to attract and retain customers. Figma expects to continue to face intense competition from current competitors, as well as from new entrants. If Figma is unable to anticipate or react to these challenges, its competitive position could weaken, and it could experience a decline in revenue or reduced revenue growth, and loss of customers that could adversely affect its business, financial condition and operating results.

Figma’s platform, products and services rely on advanced algorithms, proprietary software and other complex technologies. Figma’s platform, products and services, or the open-source or other third-party software utilized in building and operating them, may contain undetected errors, bugs or vulnerabilities. There can be no assurance that Figma’s quality assurance measures will be adequate to detect all issues that could interfere with, or weaken the efficiency, integrity, reliability or quality of, its platform, products and services, and some errors in Figma’s software may only be discovered after it has been deployed or may never generally be known. Any inability to prevent or cure a defect could result in interruptions in data or platform availability, malfunctioning of products or services, or data breaches and thereby result in customer dissatisfaction, damage to Figma’s reputation, or software reengineering expenses, any of which could adversely affect its business, operating results, financial condition and prospects.

The area of design products and services is characterized by rapidly changing technologies, frequent new product and service introductions and evolving industry standards and consumer demands. The rapid growth and intense competition in Figma’s industry exacerbate these characteristics. Figma’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of its platform, products and services. Figma may experience difficulties that could delay or prevent the successful development, introduction or marketing of platform updates and new products and services.

Figma has made investments to develop, launch, and maintain new offerings and technologies, such as its product launches of Figma plugins, Figma Community and FigJam, and it intends to continue investing significant resources in developing and launching new technologies, tools, features, services, products and offerings. If Figma does not spend its development budget efficiently or effectively on commercially successful and innovative technologies and successfully integrate those technologies into its platform, including providing a consistently secure and reliable offering, it may not realize the expected benefits of its strategy. Further, Figma’s development efforts with respect to new products, offerings and technologies may not gain sufficient traction or market acceptance to generate revenue to offset new expenses associated with these new investments, could distract management from current operations, and will divert capital and other resources from Figma’s more established products, offerings and technologies. If Figma does not realize the expected benefits of its investments, its business, operating results, financial condition and prospects could be adversely affected.

Figma’s success depends on the value and reputation of its brand. Maintaining, promoting and positioning Figma’s brand will largely depend on the success of its marketing efforts, its ability to provide a consistent, high-quality experience on its platform and customer satisfaction with, among other things, the user experience, service and support and the software updates that Figma provides. If Figma’s efforts to build and maintain a positive brand and name identity do not succeed, its business could be seriously harmed.

Further, Figma’s platform supports collaborative features that allow its customers to create and share user-generated content and open-sourced design that is available to other customers. From time to time, objectionable or offensive content may be visible on Figma’s platform through these features. Although Figma attempts to moderate objectionable or offensive content, it may be subject to customer backlash, which may lead to decreased sales or harmed reputation, as a result of Figma’s customers posting offensive content or as a result of Figma’s moderation efforts if its customers perceive such efforts as under- or over-reaching.

Figma’s continued growth depends, in part, on the ability of existing and potential customers to access Figma’s platform without interruption or degradation of performance. Figma has in the past or may in the future experience system interruptions, disruptions, delays, data loss, outages and other performance problems with Figma’s infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial-of-service attacks, ransomware attacks or other security-related incidents. In some instances, Figma may not be able to identify the cause or causes of these performance problems immediately or in short order or provide sufficient customer support in connection with those incidents. Figma may not be able to maintain the level of service uptime and performance required by organizations, especially during peak usage times and as Figma’s user traffic increases. Figma has in the past incurred additional costs and made additional investments in order to meet the demands of increased customer usage of Figma and to expand the capacity of Figma’s infrastructure, and Figma may not be able to accommodate these demands in the future. If Figma is unavailable or if organizations are unable to access Figma within a reasonable amount of time, Figma’s business would be harmed and, in some instances, it may be required to provide credits to certain paid customers under Figma’s service level agreements, harming Figma’s operating results and financial condition.

Any of the above circumstances or events may harm Figma’s reputation, reduce the attractiveness of Figma’s platform, cause organizations on Figma to terminate their agreements with it, impair Figma’s ability to obtain subscription renewals from organizations on Figma, impair Figma’s ability to grow the base of users and organizations on Figma, subject Figma to financial penalties and liabilities under Figma’s service level agreements with its paid customers and otherwise harm Figma’s business, operating results, financial condition and prospects.

Figma relies on strategic partnerships and third-party service providers in connection with the development, operation, improvement and provision of its platform, product and services, including third-party hosting services provided by Amazon Web Services. Such partners and third parties provide services to key aspects of its operations, and Figma’s future growth and its ability to deliver its platform, product and services to its customers depends on its ability to maintain, develop and grow these relationships, and to build relationships with new partners and service providers. Figma does not control the operation, physical security or data security of any of the partners or third-party providers it relies upon. Despite Figma’s efforts to use commercially reasonable diligence in the selection and retention of partners and third-party providers, and although it may have indemnification and other contractual provisions designed to allocate risks with such parties, such efforts may be insufficient or inadequate to prevent or mitigate such risks, and the facilities of such parties may be subject to intrusions, computer viruses, denial-of-service attacks, human error, sabotage, acts of vandalism, acts of terrorism and other misconduct. They are also vulnerable to damage or interruption from power loss, telecommunications

failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events. Although Figma currently has a business continuity and disaster recovery plan in place, it may not be sufficient nor do its systems provide absolute assurance of complete redundancy of data storage or processing. As a result, the occurrence of any of these events, a decision by Figma’s partners or third-party service providers to close their data center facilities without adequate notice or other unanticipated problems could result in loss of data as well as a significant interruption in Figma’s platform, products and services, costly litigation and damage to Figma’s business, revenue, reputation and brand.

Figma conducts its business activities in various foreign countries and currently has operations in North America, Europe, and Asia. Figma’s ability to manage its business and conduct its operations internationally requires considerable management attention and resources, including financial resources, and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple cultures, customs, legal systems, regulatory systems and commercial infrastructures. Figma’s operations in international markets may not develop at a rate that supports its level of investment. Expanding internationally may subject Figma to new risks that it has not faced before or increase risks that it currently faces, including risks associated with:

Figma currently relies on a combination of patent, copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect its proprietary technologies, brands and other intellectual property. While it is Figma’s policy to protect and defend its intellectual property, the steps Figma takes to obtain, maintain, protect and enforce its intellectual property may be inadequate to prevent infringement, misappropriation, dilution or other potential violations of its intellectual property rights. Figma may be unable to register its intellectual property rights in all jurisdictions in which it conducts, or plans to conduct, business, and intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect Figma’s intellectual property rights as fully as in the United States. In addition, the process of obtaining patent or trademark protection can be expensive and time-consuming and Figma may therefore determine in certain circumstances not to pursue registered protection for its brands, products, software, databases or other technologies. In such circumstances, Figma relies in part on laws governing the protection of unregistered intellectual property rights, including trade secret laws, and confidentiality agreements with its employees, independent contractors, partners

and other advisors, which may limit the remedies available to Figma in the event of unauthorized use by third parties. These agreements may be breached or otherwise not effectively prevent disclosure of confidential information and may not provide adequate recourse in the event of unauthorized disclosure of confidential information.

Even if Figma seeks registration for its intellectual property rights, third parties may contest its applications, and even if it is able to obtain registrations, third parties may challenge the validity or enforceability of the registered intellectual property. Further, Figma’s patents, registered trademarks or other intellectual property rights may not be of sufficient scope or strength to provide it with meaningful protection or competitive advantage. Further, unauthorized parties may attempt to reverse engineer Figma’s technology to develop applications with the same or similar functionality as its solutions, and competitors and other third parties may also adopt trade names or trademarks similar to Figma’s. Monitoring and policing unauthorized use of Figma’s technologies, brands and other intellectual property rights can be expensive, difficult and may not always be effective. Figma may in the future bring claims against third parties for infringing its intellectual property rights. Costly and time-consuming administrative proceedings or litigation could be necessary to enforce and determine the scope of Figma’s proprietary rights, and there can be no assurances that a favorable outcome will be obtained. Figma’s failure or inability to obtain or maintain intellectual property protection or otherwise protect its proprietary rights could adversely affect its business, operating results, financial condition and prospects.

From time to time, Figma has received and may in the future receive letters from third parties alleging it is infringing upon others’ intellectual property rights or inviting Figma to license third-party intellectual property rights. Moreover, Figma is and may in the future be subject to claims or lawsuits in various jurisdictions alleging the infringement or other violation of third-party patent, trademark, and other intellectual property rights, and it cannot be certain that its platform, products, services or activities do not violate the patents, trademarks or other intellectual property rights of third-party claimants. Companies in the technology industry and other patent-, copyright- and trademark-holders seeking to profit from royalties in connection with grants of licenses own large numbers of patents, copyrights, trademarks, domain names and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights.

Figma uses open source software in connection with its platform, products and services and expects to continue to use open source software in the future. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on Figma’s ability to commercialize its offerings. Some open source licenses may subject Figma to certain requirements that may adversely affect Figma’s rights in its proprietary software, including requirements to offer such software at no cost, to make publicly available the source code for modifications or derivative works based upon, incorporating, linking to or using open source software (which could include valuable proprietary code), and to license such modifications or derivative works under the terms of applicable open source licenses. While Figma monitors its use of open source software and tries to ensure that none is used in a manner that would require Figma to disclose its proprietary source code or that would otherwise breach the terms of an open source license, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose Figma’s proprietary source code or pay damages for breach of contract could be harmful to Figma’s business, operating results, financial condition and prospects, could adversely impact the value or enforceability of Figma’s intellectual property and could help competitors develop platforms, products or services that are similar to or better than Figma’s platform, products and services. To the extent the Figma platform depends upon the successful operation of open source software, any undetected errors or defects in such software could prevent the deployment or impair the functionality of the platform, delay the introduction of new offerings and injure Figma’s reputation.

In addition to intellectual property litigation, Figma has in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise in the ordinary course of business, and Figma’s insurance might not cover such claims or might not provide sufficient payments to cover all the costs to resolve one or more such claims. Litigation might result in substantial costs and may divert management’s attention and resources, which could adversely affect Figma’s business, operating results, financial condition and prospects.

Figma has acquired in the past, and may in the future seek to acquire, businesses, products, teams or technologies that it believes could complement or expand Figma’s platform, products and services, enhance Figma’s technical capabilities or otherwise offer growth opportunities. Any acquisition may divert the attention of management and cause Figma to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not the acquisitions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, Figma may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of acquired companies, particularly if the key personnel of an acquired company choose not to work for Figma, if an acquired company’s software is not easily adapted to work with Figma’s platform or if Figma has difficulty retaining the customers of an acquired company. Acquisitions may also disrupt Figma’s business, divert its resources and require significant management attention that would otherwise be available for development of Figma’s existing business. Any acquisitions that Figma is able to complete may not result in any synergies or other benefits Figma had expected to achieve, which could result in impairment charges that could be substantial. Further, Figma may not be able to find and identify desirable acquisition targets or be successful in entering into an agreement with any particular target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect Figma’s operating results. In addition, if an acquired business fails to meet Figma’s expectations, Figma’s business, operating results, financial condition and prospects may suffer or Figma may be exposed to unknown risks or liabilities.

Figma is subject to a wide variety of foreign and domestic laws. Laws, regulations, and standards governing issues that may affect Figma, such as employment, intellectual property, consumer protection, taxation, privacy, data security, anti-corruption, anti-money laundering, export controls and sanctions are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their enforcement and application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal and state administrative agencies. Jurisdictions are also increasingly imposing data localization laws, which may require personal information of citizens of a jurisdiction to be, among other data processing operations, initially collected, stored and modified locally within such jurisdiction. These regulations may deter customers from using services such as Figma’s platform and may inhibit Figma’s ability to expand into those markets or prohibit it from continuing to offer services in those markets without significant additional costs.

Figma’s customers store personal, business and other proprietary information on Figma’s platform. In addition, Figma receives, stores, and otherwise processes personal and business information and other data, including proprietary or confidential information from and about actual and prospective customers, in addition to Figma’s employees and service providers. Figma’s handling of such information is subject to a variety of evolving privacy and security laws and regulations, including regulation by various government agencies, such as

the U.S. Federal Trade Commission and various state, local and foreign governments. Moreover, Figma is subject to the terms of its privacy and security policies, representations, certifications, standards, publications, contracts and other obligations to third parties. These and other requirements could require Figma to incur additional costs to achieve compliance, necessitate the acceptance of more onerous obligations in Figma’s contracts, restrict Figma’s ability to use, store, transfer and process information, impact Figma’s ability to process or use information in order to support the provision of Figma’s products and services, affect Figma’s ability to offer Figma’s platform, products and services in certain locations, result in increased expenses, reduce overall demand for Figma’s platform, products and services, and make it more difficult to meet expectations of relevant stakeholders. In the United States, numerous federal and state laws and regulations, including state personal information laws, state data breach notification laws, and federal and state consumer protection laws and regulations govern the collection, use, disclosure and protection of personal information.

The scope and interpretation of the laws that are or may be applicable to Figma are often uncertain and may be conflicting, as a result of the rapidly evolving regulatory framework for privacy issues worldwide. As a result of the laws that are or may be applicable to Figma, and due to the proprietary nature of the information Figma collects, Figma has implemented policies and procedures designed to preserve and protect Figma’s data and Figma’s customers’ data against loss, misuse, corruption, misappropriation caused by systems failures or unauthorized access. If Figma’s policies, procedures or measures relating to privacy, data protection, information security, marketing or customer communications fail to comply with laws, regulations, policies, legal obligations or industry standards, Figma may be subject to governmental enforcement actions, litigation, regulatory investigations, fines, penalties and negative publicity, and it could cause Figma’s application providers, customers and partners to lose trust in Figma, which could adversely affect Figma’s business, operating results, financial condition and prospects. In addition, major technology platforms on which Figma relies, privacy advocates and industry groups have regularly proposed, and may propose in the future, platform requirements or self-regulatory standards by which Figma is legally or contractually bound. If Figma fails to comply with these contractual obligations or standards, Figma may lose access to technology platforms on which Figma relies and face substantial regulatory enforcement, liability and fines.

Any failure or perceived failure by Figma to comply with laws, regulations, policies, legal, or contractual obligations, industry standards or regulatory guidance relating to privacy, data protection or information security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause Figma’s customers and partners to lose trust in Figma, which could have an adverse effect on Figma’s reputation and business. Furthermore, there can be no assurance that the limitations of liability in Figma’s contracts would be enforceable or adequate or would otherwise protect Figma from liabilities or damages if it fails to comply with applicable privacy and security laws, privacy policies or data protection obligations related to information security or security breaches. Figma also cannot be sure that Figma’s insurance coverage will be adequate or sufficient to protect Figma from or to mitigate liabilities arising out of Figma’s privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Figma expects that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, information security, marketing and consumer communications, and Figma cannot determine the impact such future laws, regulations and standards may have on its business. Future laws, regulations, standards and other obligations or any changed interpretation of existing laws or regulations could impair Figma’s ability to develop and market new functionality and maintain and grow Figma’s customer base and increase revenue. Future restrictions on the collection, use, sharing or disclosure of data, or additional requirements for express or implied consent of Figma’s customers and partners for the use and disclosure of such information could require Figma to incur additional costs or modify its platform, possibly in a material manner, and could limit Figma’s ability to develop new functionality.

If Figma is not able to comply with these laws or regulations, or if Figma becomes liable under these laws or regulations, Figma’s business, financial condition or reputation could be harmed, and Figma may be forced to implement new measures to reduce its exposure to this liability. This may require Figma to expend substantial resources or to discontinue certain products or services, which would negatively affect Figma’s business, operating results, financial condition and prospects. In addition, the increased attention focused upon liability

issues as a result of lawsuits, regulatory investigations and legislative proposals could harm Figma’s reputation or otherwise adversely affect the growth of Figma’s business. Furthermore, any costs incurred as a result of this potential liability could adversely affect Figma’s business, operating results, financial condition and prospects.

Natural disasters or other catastrophic events, including global pandemics such as the COVID-19 pandemic, may also cause damage or disruption to Figma’s operations, Figma’s customers’ operations, international commerce and the global economy, and could have an adverse effect on Figma’s business, operating results, financial condition and prospects. Figma’s business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond Figma’s control. In addition, acts of terrorism and other geopolitical unrest could cause disruptions in Figma’s business or the businesses of Figma’s partners or the economy as a whole. In the event of a natural disaster, including a major earthquake or other catastrophic event such as a fire, power loss or telecommunications failure, Figma may be unable to continue its operations and may endure system interruptions, reputational harm, lengthy interruptions in service, breaches of data security and loss of critical data, all of which could have an adverse effect on Figma’s future operating results. For example, Figma’s corporate offices are located in California, a state that frequently experiences earthquakes. Additionally, all of the aforementioned risks may be further increased if Figma does not implement an adequate disaster recovery plan or Figma’s partners’ disaster recovery plans prove to be inadequate.

Certain of Figma’s paid customer agreements contain service level agreements, under which Figma guarantees specified minimum availability of Figma. From time to time, Figma has granted, and in the future will continue to grant, credits to paid customers pursuant to the terms of these agreements. Any failure of or disruption to Figma’s infrastructure could make Figma unavailable to organizations on Figma. If Figma is unable to meet the stated service level commitments to Figma’s paid customers or suffers extended periods of unavailability of Figma, Figma may be contractually obligated to provide paid customers with service credits for future subscriptions. Figma’s revenue, operating results and financial condition could be harmed if Figma suffers unscheduled downtime that exceeds the service level commitments under its agreements with its paid customers, and any extended service outages could adversely affect Figma’s business and reputation as paid customers may elect not to renew and Figma could lose future sales.

Figma is subject to complex tax laws and regulations in the United States and certain foreign jurisdictions. Figma’s determination of its tax liability is subject to review by applicable U.S. and foreign tax authorities. Any adverse outcome of such a review could harm Figma’s operating results and financial condition. The determination of Figma’s worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. In addition, Figma’s future effective tax rates could be favorably or unfavorably affected by changes in tax rates, changes in the valuation of its deferred tax assets or liabilities, the effectiveness of Figma’s tax planning strategies or changes in tax laws or their interpretation. Such changes could have an adverse impact on Figma’s financial condition.

This consent solicitation statement/prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of applicable securities laws, including statements regarding the expected timing, completion and effects of the proposed transaction, product plans, future growth, market opportunities, strategic initiatives, industry positions, and customer acquisition and retention. Words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” “looks for,” or “looks to,” including variations of such words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements other than statements of historical fact included in this consent solicitation statement/prospectus are forward-looking statements. These forward-looking statements are based on information available to Adobe as of the date of this consent solicitation statement/prospectus and represent management’s current views and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, the following:

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Adobe’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and Adobe and Figma undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this consent solicitation statement/prospectus or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law.

The Figma board is providing this consent solicitation statement/prospectus to Figma stockholders. Figma stockholders are being asked to approve the merger agreement proposal by executing and delivering the written consent furnished with this consent solicitation statement/prospectus.

Following a review of the merger agreement and of the negotiations between Figma and its representatives on behalf of Figma and Adobe and its representatives on behalf of Adobe with respect to the merger agreement, the Figma board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and recommended that Figma stockholders approve and adopt the merger agreement and the transaction. The Figma board unanimously recommends that Figma stockholders approve the merger agreement proposal. For a discussion of the factors considered by the Figma board in approving the merger agreement, see the section entitled “The Transaction—Figma’s Reasons for the Transaction; Recommendation of the Figma Board.”

Figma stockholders of record as of the close of business on December 10, 2022, the record date, will be entitled to execute and deliver a written consent. As of the close of business on the record date, there were (a) 170,354,687 shares of Figma common stock outstanding, consisting of (i) 79,443,382 shares of Figma Class A common stock and (ii) 90,911,305 shares of Figma Class B common stock, and (b) 247,818,792 shares of Figma preferred stock outstanding in each case entitled to execute and deliver written consents with respect to the merger agreement proposal, and directors and executive officers of Figma and their affiliates owned and were entitled to consent with respect to (a) 105,507,523 shares of Figma common stock (representing approximately 95.5% of the voting power of such shares outstanding on that date), consisting of (i) 14,596,218 shares of Figma Class A common stock (representing approximately 18.4% of the voting power of such shares outstanding on that date) and (ii) 90,911,305 shares of Figma Class B common stock (representing 100.0% of the voting power of such shares outstanding on that date), and (b) 172,984,963 shares of Figma preferred stock (representing approximately 69.8% of the voting power of such shares outstanding on that date). Figma currently expects that its directors and executive officers will deliver written consents in favor of the merger agreement proposal, although none of them has entered into any agreements obligating him or her to do so, other than Mr. Field and certain stockholders affiliated with Figma directors, who have entered into the key stockholder voting agreement.

Each holder of a share of Figma Class A common stock is entitled to one vote for each such share held as of the record date. Each holder of a share of Figma Class B common stock is entitled to fifteen votes for each such share held as of the record date. Each holder of Figma preferred stock is entitled to the number of votes equal to the number of shares of Figma common stock into which the shares of Figma preferred stock held by such holder could be converted as of the record date. Each share of Figma preferred stock is currently convertible into one share of Figma Class A common stock.

The holders of Figma preferred stock will vote together as a single class on an as-converted to Figma common stock basis and the holders of Figma capital stock will vote together as a single class on an as-converted to Figma common stock basis. If and to the extent Section 2115 of the CCC is required to apply to the transaction, the holders of Figma common stock will vote together as a single class for purposes of such section.

The approval of the merger agreement proposal requires the affirmative vote or consent of the holders of (i) at least a majority of the voting power of the outstanding shares of Figma capital stock (voting as a single class and on an as-converted to Figma common stock basis) entitled to vote thereon, (ii) at least a majority of the voting power of the outstanding shares of Figma preferred stock (voting as a single class and on an as-converted to Figma common stock basis) entitled to vote thereon, and (iii) if and to the extent required by Section 2115 of the CCC, at least a majority of the voting power of the outstanding shares of Figma common stock (voting as a single class) entitled to vote thereon. Subsequent to the execution of the merger agreement, Adobe and the key stockholders entered into the key stockholder voting agreement. Pursuant to the key stockholder voting agreement, each of the key stockholders has agreed, promptly (and in any event within two business days) after

the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and related matters with respect to all of such key stockholder’s shares of Figma capital stock entitled to act by written consent with respect thereto. The shares of Figma capital stock that are owned by the key stockholders and subject to the key stockholder voting agreement represent approximately 55.0% of the voting power of the outstanding shares of Figma capital stock, approximately 52.5% of the voting power of the outstanding shares of Figma common stock, and approximately 69.8% of the voting power of the outstanding shares of Figma preferred stock, in each case as of the record date. The execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval required under the merger agreement.

You may consent to the merger agreement proposal with respect to your shares of Figma capital stock by completing, dating and signing the written consent enclosed with this consent solicitation statement/prospectus and returning it to Figma by the consent deadline.

If you hold shares of Figma capital stock as of the close of business on the record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Figma. Once you have completed, dated and signed the written consent, you may deliver it to Figma, Inc. by emailing a .pdf copy to consents@figma.com or by mailing your written consent to Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102, Attention: Vice President, Legal.

Figma has set [ ] as the consent deadline. Figma reserves the right to extend the consent deadline beyond [ ]. Any such extension may be made without notice to Figma stockholders.

You may execute a written consent to approve the merger agreement proposal (which is equivalent to a vote for the proposal). If you hold shares of Figma capital stock as of the record date and you do not return your written consent, that will have the same effect as a vote against the merger agreement proposal. If you hold shares of Figma capital stock as of the record date and you return a signed written consent without indicating your decision on the merger agreement proposal, you will have given your consent to approve the proposal.

Your consent to the merger agreement proposal may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the key stockholder voting agreement will constitute the Figma stockholder approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to consents@figma.com or by mailing your new written consent to Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102, Attention: Vice President, Legal.

Due to the obligations of the key stockholders under the key stockholder voting agreement, a failure of any other Figma stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Figma stockholder, is not expected to have any effect on the approval of the merger agreement proposal or the completion of the transaction.

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Figma. Officers and employees of Figma may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Founded in 1982, Adobe is one of the largest and most diversified software companies in the world. Adobe offers a line of products and services used by creative professionals, including photographers, video editors, graphic and experience designers and game developers; communicators, including content creators, students, marketers and knowledge workers; businesses of all sizes; and consumers for creating, managing, delivering, measuring, optimizing, engaging and transacting with compelling content and experiences across personal computers, smartphones, other electronic devices and digital media formats. Adobe operates in the Americas; Europe, Middle East and Africa; and Asia-Pacific.

Adobe was originally incorporated in California in October 1983 and was reincorporated in Delaware in May 1997. Adobe’s executive offices and principal facilities are located at 345 Park Avenue, San Jose, California 95110-2704. Adobe’s telephone number is 408-536-6000 and its website is www.adobe.com. Adobe completed its initial public offering in 1986. Adobe common stock is listed on Nasdaq under the ticker symbol “ADBE.”

Additional information about Adobe and its subsidiaries is included in documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

Saratoga Merger Sub I, Inc., a direct, wholly owned subsidiary of Adobe, is a Delaware corporation that was incorporated on September 12, 2022 for the purpose of entering into the merger agreement and effecting the first merger. At the effective time, Merger Sub I will be merged with and into Figma, with Figma continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Adobe.

Saratoga Merger Sub II, LLC, a direct, wholly owned subsidiary of Adobe, is a Delaware limited liability company that was formed on September 12, 2022 for the purpose of entering into the merger agreement and effecting the second merger. Immediately following the first merger, Figma, as the surviving corporation in the first merger, will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the second merger and as a wholly owned subsidiary of Adobe. As a result of the second merger, Merger Sub II will own the legacy business of Figma.

Figma’s mission is to help teams collaborate visually and Figma’s vision is to make design accessible to all. Figma is a design platform for teams who build products together. Born on the web, Figma helps teams brainstorm, design, and build better products—from start to finish. Whether it is consolidating tools, simplifying workflows, or collaborating across teams and time zones, Figma makes the design process faster, more efficient and fun while keeping everyone on the same page. Figma has a devoted community of millions of product designers, developers, students and knowledge workers around the globe.

The following table and the related footnotes set forth, to the best of Figma’s knowledge, information on the beneficial ownership of Figma’s capital stock as of the close of business on September 30, 2022 by:

The percentage of ownership is based on 79,379,849 shares of Figma Class A common stock outstanding, 90,911,305 shares of Figma Class B common stock outstanding, and 247,818,792 shares of Figma preferred stock outstanding, in each case, as of September 30, 2022. Each holder of a share of Figma Class A common stock is entitled to one vote for each such share held as of the record date. Each holder of a share of Figma Class B common stock is entitled to fifteen votes for each such share held as of the record date. Each holder of Figma preferred stock is entitled to the number of votes equal to the number of shares of Figma common stock into which the shares of Figma preferred stock held by such holder could be converted as of the record date. Each share of Figma preferred stock is currently convertible into one share of Figma Class A common stock. In light of the voting requirements to approve the merger agreement proposal, the following table sets forth information on the beneficial ownership of the Figma common stock and the Figma preferred stock by such persons, assuming that none of the outstanding Figma preferred stock is converted into Figma common stock.

Except as indicated in the footnotes to the table below, Figma believes that the stockholders named in the table have sole voting and investment power with respect to all shares of Figma capital stock shown to be beneficially owned by them, based on information provided to Figma by such stockholders. Unless otherwise indicated, the address for each stockholder listed is: c/o Figma, Inc., 760 Market Street, Floor 10, San Francisco, California 94102.

The merger agreement provides, among other matters, for the acquisition of Figma pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. Pursuant to the merger agreement, at the effective time, Merger Sub I will be merged with and into Figma, with Figma continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Adobe. Immediately following the first merger, Figma, as the surviving corporation in the first merger, will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the second merger and as a wholly owned subsidiary of Adobe.

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Figma or any other person, each share of Figma capital stock issued and outstanding immediately prior to the effective time (other than treasury shares and dissenting shares (as defined under “The Merger Agreement—Dissenting Shares”)) will be converted into the right to receive, without interest: (i) the per share closing stock consideration, plus (ii) the per share closing cash consideration, plus (iii) if any, the per share escrow release amount, plus (iv) if any, the per share escrow resolved amount, plus (v) if any, the per share specified escrow release amount, plus (vi) if any, the per share representative fund release amount, subject to certain customary adjustments after closing (as described in the section entitled “The Merger Agreement—Cash Consideration Adjustments”). The amount of cash and shares of Adobe common stock that each Figma stockholder is entitled to receive for such shares of Figma capital stock will be computed after aggregating the amount of cash and shares of Adobe common stock each Figma stockholder is entitled to receive for all shares of Figma capital stock that were held by such Figma stockholder immediately prior to the effective time. The amounts set forth in the foregoing clauses (iii)-(vi), if any, will be payable, if at all, at the applicable times and subject to the requirements specified in the merger agreement and the escrow agreement (if applicable) after the closing.

Figma periodically evaluates opportunities to achieve its long-term operational and financial goals and to enhance stockholder value, including through potential strategic transactions such as business combinations, divestitures, acquisitions and similar transactions. Figma’s ongoing evaluation of such opportunities has included, from time to time, among other things, (i) raising additional capital through private placements or public markets, (ii) strategic partnerships and alliances, (iii) acquisitions or business combinations to grow Figma’s business and operations and (iv) a possible sale of, or business combination involving, Figma.

Since Figma’s formation in 2012, Dylan Field, Figma’s co-founder and chief executive officer, and certain executive officers of Adobe have had discussions from time to time and discussed potential transactions involving Figma and Adobe, including, among other things, potential strategic partnerships between Figma and Adobe and a potential acquisition of Figma by Adobe, but no price or other material terms of any potential transaction were discussed or negotiated at such times.

In early 2020, Mr. Field met with Scott Belsky, Adobe’s chief product officer and executive vice president, Creative Cloud. Mr. Belsky and Mr. Field discussed the possibility of Adobe and Figma partnering or combining. Following these discussions, Mr. Field notified representatives of Adobe that Figma was not interested in continuing discussions at that time.

In early 2021, Mr. Field met with Shantanu Narayen, Adobe’s chairman and chief executive officer, in which they discussed their respective businesses and the potential of an acquisition of Figma by Adobe. Following these discussions, Mr. Field notified Mr. Narayen that Figma was not interested in continuing discussions regarding a potential acquisition transaction at that time.

On April 20, 2022, David Wadhwani, president of Adobe’s Digital Media business, and Scott Belsky asked Mr. Field if he would be interested in discussing the possibility of Adobe acquiring Figma. Mr. Field expressed openness to understanding the terms of a potential acquisition of Figma by Adobe, and Mr. Field, Mr. Belsky and Mr. Wadhwani continued their discussion of the potential benefits of a combination the following week.

On May 5, 2022, Figma and Adobe entered into a confidentiality agreement, and Figma provided Adobe with certain confidential information to enable Adobe to further evaluate Figma and the terms of any potential transaction.

Throughout May and June 2022, representatives of Figma and Adobe continued to discuss a potential acquisition transaction, including Figma’s potential value given its growth trajectory and prospects, and Figma provided additional confidential information to Adobe.

On May 25, 2022, the Figma board met, together with representatives of Fenwick, Figma’s legal counsel. During the meeting, Mr. Field updated the Figma board on his ongoing discussions with representatives of Adobe regarding a potential acquisition transaction. After the update, the Figma board discussed, among other things, the best way to maximize value for Figma’s stockholders if the Figma board decided to pursue a sale of Figma. During such discussion, the Figma board considered, among other things, engaging an outside financial advisor to assist the Figma board in evaluating any potential proposal by Adobe to acquire Figma and approaching other third parties who might be interested in acquiring Figma and that would have the financial resources to deliver an offer that would maximize value for Figma’s stockholders. The Figma board also considered the risks and merits of approaching third parties about a potential offer to acquire Figma, including the likelihood that such outreach would generate a superior offer or create a competitive process that could cause Adobe to increase the price of its offer, and the risks of conducting such outreach, including the risk of a media leak that could disrupt Figma’s current business operations or cause Adobe to abandon discussions about a potential acquisition transaction. After such discussions, the Figma board directed Mr. Field to continue discussions with representatives of Adobe, engage an outside financial advisor and to reach out to a strategic party that the Figma board determined would be most likely to deliver an offer that could provide similar or greater value to Figma’s stockholders than a potential offer from Adobe.

On May 28, 2022, Figma engaged Qatalyst Partners LLC (“Qatalyst Partners”) as its financial advisor with respect to a potential acquisition transaction. Figma engaged Qatalyst Partners based, among other things, on its reputation, experience and familiarity with Figma’s business and Adobe’s business.

On May 28 and May 29, 2022, Mr. Field informed representatives of a publicly-traded technology company (“Party A”) that Figma may receive an acquisition offer and asked whether Party A would be interested in making an offer to acquire Figma.

On May 30, 2022, representatives of Qatalyst Partners had a follow-up conversation with a representative of Party A to assess Party A’s interest in a potential strategic transaction with Figma. The representative of Party A offered to execute a confidentiality agreement and requested a management meeting.

On June 1, 2022, Figma and Party A entered into a confidentiality agreement, and Figma provided Party A with certain confidential information to enable Party A to further evaluate whether it would submit a proposal to acquire Figma and the terms of such a proposal.

On June 5, 2022, Mr. Field and Praveer Melwani, Figma’s chief financial officer, met with Mr. Narayen, Mr. Wadhwani and Dan Durn, Adobe’s chief financial officer, to further discuss a potential acquisition transaction involving Adobe and Figma. Later that day, Mr. Field and Mr. Melwani provided certain members of the Figma board with an update on the conversation.

On June 6 and June 7, 2022, Figma provided confidential information regarding its business to Adobe and Party A in order to enable such parties to evaluate Figma and the terms of any potential transaction.

On June 19, 2022, representatives of Adobe delivered a non-binding indication of interest to acquire Figma (the “June 19 proposal”). The June 19 proposal provided that Adobe would acquire all of Figma’s issued and outstanding equity interests for $20 billion in total acquisition consideration (the “acquisition price”). The June 19 proposal also provided that approximately 50% of the acquisition price would be payable in cash and the

remainder in Adobe equity securities. The June 19 proposal did not specify how the Adobe equity would be valued or provide for any termination fees or indemnification terms. In addition, the June 19 proposal provided that Adobe would grant retention equity awards valued at up to approximately $2 billion to Figma employees, including Mr. Field (the “retention pool”).

On June 20, 2022, representatives of Party A informed Mr. Field that Party A was not interested in further pursuing a potential acquisition of Figma.

On June 21, 2022, the Figma board met, together with representatives of Qatalyst Partners, to discuss the terms of the June 19 proposal. After the discussion, the Figma board directed Mr. Field to continue negotiations with Adobe, and to seek an increase in Adobe’s proposed acquisition price.

On June 22, 2022, Mr. Field discussed the June 19 proposal with Mr. Wadhwani, and conveyed the Figma board’s view that the June 19 proposal provided insufficient value for Figma’s stockholders.

On June 30, 2022, Mr. Field had another call with Mr. Wadhwani. During the call, Mr. Field proposed a $23 billion acquisition price and a retention pool valued at approximately $3 billion (the “June 30 counterproposal”). The next day, Mr. Wadhwani informed Mr. Field that Adobe was not willing to increase its proposed acquisition price, but that it may consider increasing the amount of the retention pool given the importance of Figma’s employees to the success of any potential combination.

On July 4, 2022, Mr. Wadhwani delivered to Mr. Field a revised non-binding indication of interest to acquire Figma (the “July 4 proposal”). The July 4 proposal provided, among other things, for a $20 billion acquisition price, with approximately 50% of the acquisition price payable in cash and the remainder in Adobe equity securities. The July 4 proposal also provided that the acquisition price would be on a cash- and debt-free basis net of transaction expenses, without any net working capital adjustment, and for a retention pool valued at approximately $2.3 billion, including the amount that would be allocated to Mr. Field. The July 4 proposal did not specify how the Adobe equity would be valued or provide for any termination fees or indemnification terms. Mr. Wadhwani also delivered a draft exclusivity agreement (the “exclusivity agreement”), which provided that Figma would negotiate exclusively with Adobe regarding a potential strategic transaction until 45 days after the execution of the exclusivity agreement.

Later on July 4, 2022, the Figma board met, together with representatives of Figma’s senior management, Fenwick and Qatalyst Partners. During the meeting, the Figma board discussed the terms of the July 4 proposal and its potential response. After the discussion, the Figma board directed Mr. Field to continue to negotiate with Adobe regarding the material terms set forth in the July 4 proposal, including potentially increasing the acquisition price.

On July 5, 2022, Mr. Field delivered to Mr. Wadhwani a revised non-binding indication of interest (the “July 5 counterproposal”). The July 5 counterproposal provided, among other things, for a $21.5 billion acquisition price on a cash- and debt-free basis net of transaction expenses and without a net working capital adjustment, with approximately 50% of the acquisition price payable in cash and the remainder in Adobe equity securities, and a retention pool valued at approximately $2.3 billion. The July 5 counterproposal also provided that Adobe equity securities would be valued according to a fixed exchange ratio with a collar, with each share of Adobe stock issuable in the transaction being valued based on a specified average price of Adobe’s shares prior to the execution of the merger agreement (the “signing average price”), and that the valuation of such stock would increase or decrease by 10% if a specified average price of Adobe’s shares prior to the closing of the merger was 10% or more higher or 10% or more lower than the signing average price. In addition, the July 5 counterproposal provided that Adobe would agree to pay Figma a reverse termination fee in the event the transaction failed to close due to a failure to receive any required antitrust approvals (the “reverse termination fee”). Finally, the July 5 counterproposal provided that Adobe’s sole recourse for any breach of the merger agreement would be a representation and warranty insurance policy in favor of Adobe and a retention escrow equal to the lesser of $25 million and 50% of the retention of such insurance policy.

Later on July 5, 2022, Mr. Wadhwani informed Mr. Field that Adobe's proposed acquisition price was firm at $20 billion and would not be increased.

On July 16, 2022, the Figma board met with representatives of Figma’s senior management, Fenwick and Qatalyst Partners. During the meeting, the Figma board discussed the July 14 proposal and the best course of action in responding, appreciating that based on input from Adobe, that any further insistence on increasing the acquisition price or undue delay in executing the exclusivity agreement would likely cause Adobe to abandon its proposal to acquire Figma. After such discussion, the Figma board directed Figma’s senior management to accept the acquisition price of $20 billion on a cash- and debt-free basis and the value of the retention pool set forth in the July 14 proposal, but to continue to negotiate the amount of the reverse termination fee and other terms of a proposed acquisition, including indemnification terms.

On July 17, 2022, the Figma board met, together with representatives of Fenwick. During the meeting, the Figma board unanimously approved entering into exclusive negotiations with Adobe regarding an acquisition of Figma by Adobe for an acquisition price of $20 billion on a cash- and debt-free basis net of transaction expenses and without a net working capital adjustment provided that the parties could come to an agreement on the other key terms of the indication of interest, including the reverse termination fee and indemnification.

Also on July 17, 2022, representatives of Fenwick delivered a revised non-binding indication of interest (the “July 17 counterproposal”) to representatives of Adobe and Wachtell, Lipton, Rosen & Katz, Adobe’s legal advisor (“Wachtell Lipton”). The July 17 counterproposal provided, among things, for the same acquisition price as set forth in the July 14 proposal, the reverse termination fee and clarified that with respect to indemnification Figma’s proposal was subject to specific matters to be mutually agreed in the merger agreement following due diligence.

On July 18, 2022, representatives of Figma, Fenwick, Adobe and Wachtell Lipton met via videoconference to negotiate the July 17 counterproposal, including the amount of the reverse termination fee. That same day, representatives of Adobe delivered to representatives of Figma and Fenwick a revised non-binding indication of interest. Thereafter, representatives of Adobe and Wachtell Lipton and representatives of Figma and Fenwick continued to discuss the terms of the indication of interest.

On July 20, 2022, representatives of Adobe delivered to representatives of Figma and Fenwick a revised non-binding indication of interest to acquire Figma (the “July 20 proposal”), which provided for, among other things, a $20 billion acquisition price on a cash- and debt-free basis net of transaction expenses and without a net working capital adjustment, with approximately 50% of the acquisition price payable in cash and the remainder in Adobe equity securities and a retention pool valued at approximately $2.3 billion. The July 20 proposal also provided that the Adobe stock issued in the transaction would be valued at the signing average price, and that Adobe would agree to a $1 billion reverse termination fee.

Also on July 20, 2022, representatives of Fenwick delivered a revised draft of the exclusivity agreement to representatives of Adobe and Wachtell Lipton, which provided that Figma’s exclusivity obligations would automatically terminate if Adobe proposed terms that were materially less favorable to Figma and its stockholders than the terms set forth in the July 20 proposal, including any proposal to reduce the acquisition price. Later that day, Figma and Adobe executed the exclusivity agreement.

On July 27, 2022, Figma made an electronic data room available to Adobe and its advisors, which contained confidential information to enable Adobe to conduct its due diligence review of Figma.

On July 30, 2022, representatives of Wachtell Lipton delivered to Fenwick an initial draft of the merger agreement.

From August 5, 2022 to August 24, 2022, representatives of Fenwick and Wachtell Lipton exchanged revised drafts of the merger agreement.

On August 19, 2022, representatives of Wachtell Lipton delivered an initial draft of the key stockholder voting agreement to Fenwick.

On August 26, 2022, representatives of Figma, Fenwick, Adobe and Wachtell Lipton met to further negotiate the terms of the draft merger agreement, including among other things the method for calculating the exchange ratios and the size and terms of indemnification escrows.

From August 26, 2022 until September 14, 2022, representatives of Figma and Adobe, together with representatives of their respective advisors, continued to negotiate the terms of merger agreement, key stockholder voting agreement and the other transaction documents, and Fenwick and Wachtell Lipton exchanged drafts of such agreements. Representatives of Figma’s senior management, Fenwick and Qatalyst Partners provided regular updates to the Figma board on the status of negotiations with respect to such agreements.

On September 13, 2022, representatives of Figma and Adobe met, together with representatives of their outside legal and financial advisors. During the meeting, representatives of Adobe provided information responsive to Figma’s reverse due diligence queries regarding Adobe.

On September 14, 2022, the parties finalized the drafts of the merger agreement, key stockholder voting agreement and other transaction documents.

Also on September 14, 2022, the Figma board met, together with representatives of Fenwick and Qatalyst Partners. At the meeting, a representative of Qatalyst Partners reviewed with the Figma board the economic terms of the merger agreement, including the information provided by representatives of Adobe relating to Adobe’s past financial performance. Representatives of Fenwick then reviewed with the Figma board the terms of the merger agreement and the resolutions to approve the merger agreement, the mergers and the related transactions.

After deliberation, including consideration of the factors described in the section entitled “—Figma’s Reasons for the Transaction; Recommendation of the Figma board,” the Figma board unanimously (i) approved and authorized the execution and delivery of the merger agreement, (ii) approved the consummation of the transactions contemplated by the merger agreement, including the mergers, (iii) determined that the execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby were advisable, (iv) recommended that Figma’s stockholders approve and adopt the merger agreement and the other transactions contemplated thereby, including the mergers, and (v) directed that the merger agreement and the principal terms of the transactions contemplated thereby be submitted to Figma’s stockholders for their approval and adoption.

On September 15, 2022, prior to the open of trading on Nasdaq, Figma and Adobe executed the merger agreement and publicly announced the transaction.

At a meeting held on September 14, 2022, the Figma board considered the transaction and the terms of the merger agreement and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Figma and its stockholders. The Figma board unanimously recommends that Figma stockholders approve the merger agreement proposal by executing and returning the written consent furnished with this consent solicitation statement/prospectus.

In arriving at this determination and recommendation, the Figma board, in consultation with Figma management and Figma’s financial and legal advisors, engaged in numerous discussions regarding the transaction, received materials for their review and consideration, and considered a variety of factors.

In the course of its deliberations, the Figma board also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

In addition to considering the factors described above, the Figma board considered the fact that some of Figma’s directors and executive officers have other interests in the transaction that may be different from, or in addition to, the interests of Figma stockholders generally, as more fully described in the section entitled “Interests of Figma’s Directors and Executive Officers in the Transaction.”

The Figma board concluded that the risks, uncertainties and potentially negative factors associated with the transaction were outweighed by the potential benefits that it expected Figma and its stockholders would achieve as a result of entering into the transaction. Accordingly, the Figma board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Figma and its stockholders.

The foregoing discussion of the factors considered by the Figma board includes the principal positive and negative factors, but is not intended to be exhaustive and may not include all of the factors considered by the Figma board. In view of the wide variety of factors considered by the Figma board in connection with its evaluation of the transaction and the complexity of these matters, in reaching its decision to approve the merger agreement and the transaction and to make its recommendation to Figma stockholders, the Figma board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The Figma board considered each of the applicable factors as a whole in context of the transaction, including thorough discussions with Figma management and Figma’s financial and legal advisors, and overall considered such factors to be favorable to, and to support, its determination. It should be noted that this explanation of the reasoning of the Figma board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Under the HSR Act, the transaction cannot be completed until, among other things, Adobe and Figma each file a notification and report form with the U.S. Antitrust Agencies and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. On October 13, 2022, each of Adobe and Figma filed a notification and report form pursuant to the HSR Act with the U.S. Antitrust Agencies. On November 14, 2022, the parties each received a second request from the DOJ with respect to the transaction. Accordingly, the HSR waiting period will expire 30 days after Adobe and Figma each certify their substantial compliance with the second request, unless earlier terminated by the DOJ or extended by agreement of the parties or court order.

At any time before or after the completion of the transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the U.S. Antitrust Agencies could take such action under the antitrust laws as they deem necessary under the applicable statutes, including seeking to enjoin the completion of the transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The transaction is also subject to clearance or approval by regulatory authorities in certain other jurisdictions, in the UK by the Competition and Markets Authority and within the European Union. The transaction cannot be completed until Adobe and Figma obtain clearance to consummate the transaction or

applicable waiting periods have expired or been terminated in each applicable jurisdiction. Adobe and Figma, in consultation and cooperation with each other, will file notifications, as required with regulatory authorities in certain other jurisdictions, as promptly as practicable after the date of the merger agreement. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties.

There can be no assurance that a challenge to the transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be.

In connection with the transaction, the parties also intend to make all required filings with the SEC, the Delaware Secretary of State and Nasdaq, as well as any required filings with state or local licensing authorities.

It is a condition to the closing that the shares of Adobe common stock to be issued to Figma stockholders in the first merger have been approved for listing on Nasdaq, subject to official notice of issuance, prior to the closing date. It is expected that, following the completion of the transaction, the Adobe common stock will continue to trade on Nasdaq under the ticker symbol “ADBE.”

Subsequent to the execution of the merger agreement, Adobe and the key stockholders (as defined in the section entitled “Key Stockholder Voting Agreement”) entered into the key stockholder voting agreement (as defined in the section entitled “Key Stockholder Voting Agreement”). Pursuant to the key stockholder voting agreement, among other things, each of the key stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the transaction, including the mergers, with respect to all of such key stockholder’s shares of Figma capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval required under the merger agreement. See the section entitled “Key Stockholder Voting Agreement.”

There will be no change to the Adobe board as a result of the mergers, and the directors of Adobe as of immediately prior to the effective time will continue to serve as the directors of Adobe after completion of the mergers. The executive officers of Adobe immediately prior to the effective time will continue to serve as the executive officers of Adobe after completion of the mergers.

Adobe and Figma prepare their financial statements in accordance with GAAP. The mergers will be accounted for in accordance with FASB ASC Topic 805, Business Combinations, with Adobe considered as the accounting acquirer and Figma as the accounting acquiree. Accordingly, Adobe will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date, with any excess purchase price over those fair values being recorded as goodwill.

The merger agreement is attached to this consent solicitation statement/prospectus as Annex A and described in this summary to provide you with information regarding its terms. The merger agreement contains representations and warranties by Figma, on the one hand, and by Adobe, Merger Sub I and Merger Sub II, on the other hand, which were made solely for the benefit of the other parties for purposes of the merger agreement. The representations, warranties and covenants made in the merger agreement by Figma, Adobe, Merger Sub I and Merger Sub II were qualified and subject to important limitations agreed to by Figma, Adobe, Merger Sub I and Merger Sub II in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts about Figma or Adobe or any other person at the time they were made or otherwise. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable to reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure schedules (the “Figma disclosure schedules”) that Figma and Adobe each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this consent solicitation statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this consent solicitation statement/prospectus and in the documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

The merger agreement provides, among other matters, for the acquisition of Figma pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. At the effective time, Merger Sub I will be merged with and into Figma, with Figma continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Adobe. Immediately following the first merger, Figma, as the surviving corporation in the first merger, will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the second merger and as a wholly owned subsidiary of Adobe.

At the effective time, the certificate of incorporation and the bylaws of the surviving corporation will be amended to read the same as the certificate of incorporation and bylaws, respectively, of Merger Sub I as in effect immediately prior to the effective time until thereafter changed or amended, except that the name of the surviving corporation will be “Figma, Inc.” and references to the incorporator will be deleted. At the second effective time, the certificate of formation and the limited liability company agreement of Merger Sub II, as in effect immediately prior to the second effective time, will be the certificate of formation and the limited liability company agreement of the surviving company, until thereafter changed or amended, except that the name of the surviving company will be “Figma, LLC.”

Unless otherwise determined by Adobe prior to the effective time, the officers and directors of Merger Sub I immediately prior to the effective time will be the initial officers and directors of the surviving corporation, until

their successors are duly elected or appointed and qualified, and the officers and managing member of Merger Sub II immediately prior to the second effective time will be the initial officers and managing member of the surviving company, until their respective successors are duly elected or appointed and qualified.

The closing will take place at Adobe’s offices or remotely by exchange of documents and signatures, at 10:00 a.m., Pacific time, on the third business day after the satisfaction or, to the extent permitted, waiver of the conditions to closing (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the closing), unless another date or place is agreed to in writing by Figma and Adobe. If the closing would otherwise occur on a date that is less than 10 days prior to the last day of any Adobe fiscal quarter, at Adobe’s written election provided to Figma no later than two business days prior to the date on which the closing would have otherwise occurred, the closing will instead take place at 10:00 a.m., Pacific time, on the first business day after the last day of such fiscal quarter, subject to the satisfaction or, to the extent permitted, waiver of the conditions to closing (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the closing), unless another date or place is agreed to in writing by Figma and Adobe.

On the closing date, the parties will cause a certificate of merger with respect to the first merger and a certificate of merger with respect to the second merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made under the DGCL and the DLLCA in connection with the mergers. The first merger will become effective at such time as the first certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other later time as may be agreed to by Figma and Adobe and specified in the first certificate of merger. The second merger will become effective at such time as the second certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other later time as may be agreed to by Figma and Adobe and specified in the second certificate of merger.

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Figma or any other person, each share of Figma capital stock issued and outstanding immediately prior to the effective time (other than treasury shares and dissenting shares (as defined under “—Dissenting Shares”)) will be converted into the right to receive, without interest: (i) the per share closing stock consideration, plus (ii) the per share closing cash consideration, plus (iii) if any, the per share escrow release amount, plus (iv) if any, the per share escrow resolved amount, plus (v) if any, the per share specified escrow release amount, plus (vi) if any, the per share representative fund release amount, subject to certain customary adjustments after closing (as described in the section entitled “—Cash Consideration Adjustments”). The amount of cash and shares of Adobe common stock that each Figma stockholder is entitled to receive for such shares of Figma capital stock will be computed after aggregating the amount of cash and shares of Adobe common stock each Figma stockholder is entitled to receive for all shares of Figma capital stock that were held by such Figma stockholder immediately prior to the effective time. The amounts set forth in the foregoing clauses (iii)-(vi), if any, will be payable, if at all, at the applicable times and subject to the requirements specified in the merger agreement and the escrow agreement (if applicable) after the closing.

Also at the effective time, (a) each share of Figma common stock held in treasury by Figma will be canceled without payment of any consideration therefor, and (b) each share of capital stock of Merger Sub I issued and outstanding immediately prior to the effective time will be converted into and become one share of common stock of the surviving corporation (“surviving corporation stock”).

At the second effective time, by virtue of the second merger and without any action on the part of the holder thereof, (a) each limited liability company interest of Merger Sub II issued and outstanding immediately prior to the second effective time will remain outstanding as a limited liability company interest of the surviving company and (b) each share of surviving corporation stock issued and outstanding immediately prior to the second effective time will be canceled without payment of any consideration therefor.

The Figma warrant will be canceled at the effective time unless exercised prior to such time. Subject to the applicable provisions of the merger agreement, if the holder of the Figma warrant executes a warrant termination agreement in the form attached to the merger agreement no later than three days prior to the effective time, then, upon the effective time, the holder of the Figma warrant will be entitled to receive, for each share of Figma capital stock subject to the Figma warrant, (i) the per share closing stock consideration, plus (ii) the excess of the per share closing cash consideration over the applicable per share exercise price of the Figma warrant, plus (iii) if any, the per share escrow release amount, plus (iv) if any, the per share escrow resolved amount, plus (v) if any, the per share specified escrow release amount, plus (vi) if any, the per share representative fund release amount, subject to certain customary adjustments after closing as described in the section entitled “—Cash Consideration Adjustments.” The amount of cash and shares of Adobe common stock the holder of the Figma warrant is entitled to receive for such shares of Figma capital stock subject to the Figma warrant will be computed after aggregating the amount of cash and shares of Adobe common stock the holder of the Figma warrant is entitled to receive for all shares of Figma capital stock subject to the Figma warrant immediately prior to the effective time. The amounts set forth in the foregoing clauses (iii)-(vi), if any, will be payable, if at all, at the applicable times and subject to the requirements specified in the merger agreement and the escrow agreement after the closing.

No later than five business days prior to the anticipated closing date, Figma must deliver to Adobe a statement (the “estimated closing statement”) prepared in accordance with the definitions and accounting principles set forth in the merger agreement and including a good faith estimate of:

Until the business day prior to the closing date, Adobe may provide Figma with comments to the estimated closing statement and Figma must consider such comments in good faith and revise the estimated closing statement by no later than the business day prior to the closing date if, based on its good faith assessment of Adobe’s comments, Figma determines such changes are warranted, which revised statement will be deemed the estimated closing statement for all purposes of the merger agreement.

As soon as practicable and no later than 90 calendar days after the closing date, Adobe must prepare and deliver to the representative a statement substantially in the form of the estimated closing statement prepared in accordance with the definitions and accounting principles in the merger agreement and including a good faith estimate of a proposed calculation of:

If the representative disagrees with the closing date calculations, Adobe and the representative will determine the final calculations through a customary dispute resolution process. The actual adjustment to the aggregate cash consideration will be calculated by subtracting the estimated consideration adjustment from the final agreed consideration adjustment (the “actual adjustment”).

If the actual adjustment is a positive amount, Adobe will pay to the exchange agent (for further credit to the Figma stockholders in accordance with their allocation percentages) the lesser of (x) the full amount of the actual adjustment and (y) the escrow amount (as defined in the section entitled ��—Escrow Funds”) within five business days after the date on which the consideration adjustment is finally determined pursuant to the applicable provisions of the merger agreement. If the actual adjustment exceeds the escrow amount, none of the representative, the Figma stockholders nor any other person will have any right or claim to, or any recourse against Adobe, the surviving corporation, the surviving company or any of their respective affiliates for, such excess amount, and the Figma stockholders’ sole and exclusive rights and remedies in respect of the actual adjustment will be receipt of their portion of the amounts set forth in the preceding sentence.

If the actual adjustment is a negative amount, then within five business days after the date on which the consideration adjustment is finally determined pursuant to the applicable provisions of the merger agreement, Adobe and the representative will deliver joint written instructions to the escrow agent to release to Adobe from the escrow account the lesser of (a) the absolute value of the full amount of the actual adjustment and (b) the escrow amount. Other than in respect of fraud, recovery from the escrow account will be the sole and exclusive remedy available to Adobe arising out of or relating to any negative actual adjustment, and neither Adobe, the surviving corporation, the surviving company nor any of their respective affiliates will have any claim against the Figma stockholders or equity award holders in respect thereof.

If, at any time prior to closing, there is a change in the number of shares of Figma capital stock or shares of Adobe common stock, or securities convertible or exchangeable into shares of Figma capital stock or shares of Adobe common stock, in each case, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution (or cash dividend or distribution resulting in such a change, including with respect to the Figma equity awards), recapitalization, merger, subdivision or other similar transaction, the per share closing cash consideration, per share closing stock consideration, per share equity award cash consideration and per share equity award exchange ratio will be equitably adjusted to provide Figma stockholders and equity award holders with the same economic effect as contemplated by the merger agreement prior to such event (provided that there will not be more than one such adjustment for any single action).

At the effective time, Adobe will deposit, or cause to be deposited, an amount in cash equal to $65 million with the escrow agent, of which $40 million (the “escrow amount”) will be held in an escrow account (the “escrow account”) to secure any post-closing adjustment to the purchase price and certain indemnification obligations of the Figma stockholders, in each case, pursuant to the merger agreement and the escrow agreement, and $25 million (the “specified escrow amount” and, together with the escrow amount, the “escrow funds”) will be held in a specified escrow account (the “specified escrow account”) to secure certain specified tax-related obligations pursuant to the merger agreement and the escrow agreement.

No later than 5:00 p.m. Pacific time on the fifth business day following the one-year anniversary of the closing date (the “release date”), Adobe and the representative will instruct the escrow agent to pay the amount equal to (i) the balance remaining in the escrow account as of the release date, minus (ii) the sum of all claimed

losses under then-pending indemnification claims subject to claim notices or demands for indemnification pursuant to the merger agreement (the “outstanding claims”) as of the release date (such amount, the “release amount”). The escrow agent will disburse the release amount to the exchange agent for further distribution to the Figma stockholders in accordance with their allocation percentages as set forth in the merger agreement and the escrow agreement. When any such outstanding claim is resolved, Adobe and the representative will instruct the escrow agent to pay, from the escrow account, any amount owed to the Adobe indemnitees (as defined below) in respect of such outstanding claim, and the applicable resolved amount with respect to such outstanding claim to the exchange agent for further distribution to the Figma stockholders in accordance with their allocation percentages as set forth in the merger agreement and the escrow agreement. As used in this consent solicitation statement/prospectus, resolved amount means, with respect to any outstanding claim that is resolved, an amount equal to the lesser of (i) difference of (x) the amount claimed by the Adobe indemnitees with respect to such outstanding claim, minus (y) all amounts released from the escrow account to the Adobe indemnitees with respect to such outstanding claim and (ii) the greater of (x) as of immediately following the time at which all amounts released from the escrow account to the Adobe indemnitees with respect to such outstanding claim have been released, the difference of (1) the balance of funds remaining in the escrow account, minus (2) the sum of all amounts claimed by the Adobe indemnitees with respect to all other outstanding claims and (y) zero dollars ($0).

No later than 5:00 p.m. Pacific time on the fifth business day following the three-year anniversary of the closing date (the “specified release date”), Adobe and the representative will instruct the escrow agent to pay the amount equal to (i) the balance remaining in the specified escrow account as of the specified release date, minus (ii) the sum of (x) certain specified taxes paid by Adobe or any of its subsidiaries (including Figma and its subsidiaries) after closing and not previously indemnified or taken into account as a liability in determining closing indebtedness, in each case, pursuant to the applicable provisions of the merger agreement and (y) certain specified taxes that are the subject of a pending tax proceeding as of such date and not taken into account as a liability in determining closing indebtedness pursuant to the applicable provisions of the merger agreement (the “specified matters release amount”). The escrow agent will disburse the specified matters release amount to the exchange agent for further distribution to the Figma stockholders in accordance with their allocation percentages as set forth in the merger agreement and the escrow agreement. The balance of the funds in the specified escrow account will be released to Adobe and to the exchange agent (for further distribution to the Figma stockholders in accordance with their allocation percentages as set forth in the merger agreement and the escrow agreement), as applicable, upon the resolution of all tax proceedings relating such specified taxes according to the procedures set forth in the merger agreement and the escrow agreement.

The right of Figma stockholders to receive their applicable portion of the escrow funds is conditioned on such Figma stockholders having completed the requirements applicable to payments from the closing consideration fund as contemplated by the applicable provisions of the merger agreement, including having delivered a properly completed and executed letter of transmittal.

Prior to the effective time, Adobe will appoint one or more paying agents reasonably acceptable to Figma to act as the paying agent(s) in connection with the first merger (collectively, the “exchange agent”). At the effective time, Adobe will deposit with the exchange agent for the sole benefit of the Figma stockholders (other than any dissenting stockholders) and certain holders of Figma equity awards, as applicable, the closing consideration fund (excluding an amount equal to the aggregate amount of the per share equity award cash consideration that is payable in respect of all vested company equity awards held by former employee equity award holders, which amount Adobe will pay directly to the surviving company on the closing date). At least 10 business days prior to the closing date, the exchange agent will deliver a letter of transmittal in substantially the form attached to this consent solicitation statement/prospectus as Annex B (the “letter of transmittal”) to each Figma stockholder. Each Figma stockholder’s entitlement to receive any portion of the consideration or any other payments pursuant to the merger agreement is conditioned upon the execution and delivery of a properly completed letter of transmittal (including acceptance of and agreement to the terms and conditions contained therein, including the indemnification and release obligations).

If payment or delivery is to be made to a person other than the person in whose name the shares of Figma capital stock are registered in Figma’s books and records, then it is a condition of payment or delivery, as applicable, that along with the letter of transmittal, the person requesting such payment must pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of shares of Figma capital stock or establish to the reasonable satisfaction of Adobe that such tax has been paid or is not applicable.

Until the delivery of a properly completed and executed letter of transmittal, each share of Figma capital stock (other than shares held in Figma’s treasury and dissenting shares) will at any time after the effective time represent only the right to receive, upon such delivery, the consideration which such Figma stockholder has the right to receive pursuant to the applicable provisions of the merger agreement. No interest will be paid or will accrue on any consideration payable pursuant to the merger agreement.

After the effective time, there will be no transfers on the stock transfer books of the surviving corporation or the surviving company of the Figma capital stock or the Figma equity awards that were outstanding immediately prior to the effective time. Adobe may cause the exchange agent to deliver to Adobe the portion of the closing consideration fund that remains undistributed on the 12-month anniversary of the deposit of such amount with the exchange agent. If a properly completed and executed letter of transmittal is not delivered to the exchange agent prior to the date that the closing consideration fund would otherwise become subject to any abandoned property, escheat or similar law, unclaimed amounts thereof, to the extent permitted by law, will become the property of Adobe and may be commingled with the general funds of Adobe, free and clear of all claims or interest to the extent permitted by law. Any Figma stockholders who have not theretofore complied with the applicable provisions of the merger agreement may thereafter look only to Adobe and its affiliates, and only as general creditors thereof, for payment for their claims in the form and amounts to which such Figma stockholders are entitled.

All shares of Adobe common stock to be issued in connection with the first merger will be deemed issued and outstanding as of the effective time and whenever a dividend or other distribution is declared by Adobe in respect of Adobe common stock, the record date for which is after the effective time, that declaration will include dividends or other distributions in respect of all shares of Adobe common stock issuable pursuant to the merger agreement. No dividends or other distributions in respect of Adobe common stock will be paid to any Figma stockholder until such Figma stockholder has delivered a properly completed and executed letter of transmittal. Subject to applicable laws, following such surrender, there will be issued or paid to the holder of record of the whole shares of Adobe common stock issued in exchange for a Figma stockholder’s shares of Figma capital stock in accordance with the applicable provisions of the merger agreement, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the effective time theretofore payable with respect to such whole shares of Adobe common stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Adobe common stock with a record date after the effective time but with a payment date subsequent to surrender.

On the closing date, Adobe will pay (or cause to be paid) to the surviving company out of the closing consideration fund, an amount equal to the aggregate amount of the per share equity award cash consideration that is payable in respect of all vested company equity awards held by former employee equity award holders. Adobe will cause the surviving company to pay to each former employee equity award holder an amount equal to the aggregate amount of the per share equity award cash consideration that is payable in respect of all vested company equity awards held by such former employee equity award holder no later than 30 days following the effective time, less applicable taxes required to be withheld with respect to such payments. Adobe will, and the surviving company will cooperate with Adobe to, cause to be delivered to each former employee equity award holder a number of shares of Adobe common stock equal to the aggregate amount of the per share closing stock consideration that is payable in respect of all vested company equity awards held by such former employee equity award holder no later than 30 days following the effective time.

The exchange agent will pay to the former non-employee equity award holders out of the closing consideration fund the aggregate amount of the per share equity award cash consideration and per share closing stock consideration that is payable in respect of all vested company equity awards held by former non-employee equity award holders, which will be paid in accordance with the terms of the exchange agent agreement entered into by and between Adobe and the exchange agent (and following receipt of any customary documentation and information required by the exchange agent).

Adobe will not issue fractional shares of Adobe common stock in the transaction, and no Adobe RSU award will be issued that settles into a fractional share of Adobe common stock. Each person who would otherwise have been entitled to receive a fraction of a share of Adobe common stock (after taking into account all shares of Adobe common stock to be issued to such person pursuant to the first merger) or an Adobe RSU award that would settle into a fractional share of Adobe common stock will in lieu thereof receive in cash (rounded to the nearest whole cent), without interest, an amount equal to such fractional amount multiplied by the Adobe closing share price.

As used in this consent solicitation statement/prospectus, the term “Adobe closing share price” means the simple average closing sale price of one (1) share of Adobe common stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) for the 30 consecutive trading days ending on (and including) the second to last trading day immediately preceding the closing date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

Each of Adobe, Figma, the surviving corporation, the surviving company, the exchange agent and the escrow agent will be entitled to deduct and withhold from any amounts paid or payable pursuant to the merger agreement such amount as such party is required to deduct and withhold with respect to such payment under the Code or any provision of law. With respect to any payment of a noncompensatory amount, Adobe, Figma, the surviving corporation, the surviving company, the exchange agent and the escrow agent, as applicable, will use reasonable efforts to provide advance notice of any such deduction or withholding and to provide the payee an opportunity to eliminate or reduce any such deduction or withholding. To the extent that amounts are so deducted and withheld and paid over to the appropriate governmental authority, such deducted and withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Each share of Figma capital stock issued and outstanding immediately prior to the effective time held by stockholders or owned by beneficial owners who have properly exercised (and have not effectively withdrawn or forfeited) their appraisal rights with respect thereto under Section 262 of the DGCL or otherwise (“dissenting shares”) will not be converted into the right to receive the applicable form of consideration pursuant to the first merger, and such stockholder or beneficial owner will be entitled to receive payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL and applicable law. Each dissenting

share held by a stockholder or owned by a beneficial owner who thereafter withdraws his or her demand for appraisal or who fails to perfect or otherwise waives or loses his or her right to such payment as provided in such Section 262 or applicable law will be deemed to be converted, as of the effective time, into the right to receive the applicable consideration in the form such holder or beneficial owner otherwise would have been entitled to receive as a result of the first merger. Figma will enforce any contractual waivers that its stockholders have granted regarding appraisal rights that would apply to the mergers. For information about the procedure for exercising appraisal or dissenters’ rights, see the section entitled “Appraisal and Dissenters’ Rights.”

The merger agreement contains representations and warranties by Figma, Adobe, Merger Sub I and Merger Sub II that are subject to certain exceptions and qualifications (including exceptions and qualifications related to knowledge, materiality and material adverse effect).

The merger agreement contains representations and warranties by Figma relating to, among other things, the following:

The merger agreement includes a more limited set of representations and warranties by Adobe, Merger Sub I and Merger Sub II relating to, among other things, the following:

Many of the representations and warranties in the merger agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to, or have a material adverse effect on, the applicable party).

For purposes of the merger agreement, a “material adverse effect” means, with respect to Figma or Adobe, any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of such party and its subsidiaries, taken as a whole. However, none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect:

Subject to certain limitations set forth in the merger agreement, the Figma stockholders will indemnify, defend and hold harmless (on a several and not joint basis based on their allocation percentages) Adobe, the surviving corporation, the surviving company and their affiliates, and each of their respective officers, directors, employees, agents and other representative (each, an “Adobe indemnitee”) from and after the closing for (i) inaccuracies or breaches of Figma’s representations and warranties, as of the date of the merger agreement or as of the closing date as though made as of the closing date (or, to the extent any representations and warranties are made as of a specific date, as of such specific date); (ii) breaches or nonfulfillment of any pre-closing covenants, agreements or obligations of Figma in the merger agreement; (iii) any claims initiated by purported former holders of equity securities of Figma to the extent arising from such purported former holders’ alleged prior ownership interest in Figma (the “purported holder claims”); (iv) certain capitalization-related matters (the “capitalization matters”), including (1) amounts payable in respect of dissenting shares in excess of the amount that would have been payable in respect of such dissenting shares under the merger agreement if they had not been dissenting shares, (2) claims made, or actions initiated, in each case by or on behalf of any former holder of equity securities of Figma with respect to pre-closing matters and (3) inaccuracies or deficiencies in the consideration spreadsheet provided by Figma in connection with the closing and setting forth, among other things, each Figma stockholder’s allocation percentage and applicable portion of the closing consideration fund; and (v) certain taxes, including pre-closing taxes of Figma.

To the extent available and subject to exclusions, coverage limitations and the applicable retention or deductible amount under the representation and warranty insurance policy obtained by Adobe (the “R&W insurance policy”), the Adobe indemnitees must use commercially reasonable efforts to seek recourse for any losses with respect to taxes or breaches of representations and warranties from and against the R&W insurance policy before seeking recourse against the Figma stockholders. Except for claims resulting from inaccuracies in Figma’s fundamental representations or in respect of fraud committed by Figma with respect to the representations and warranties of the Company in the merger agreement, the Adobe indemnitees (1) are entitled to indemnification for breaches of representations and warranties solely and exclusively by disbursements from and out of the escrow account and (2) may not recover any losses for breaches of representations and warranties until the aggregate amount of all such indemnifiable losses exceeds $40,000,000, at which point, subject to other limitations in the merger agreement, the Adobe indemnitees may only recover losses in excess of such

deductible. Except for claims in respect of fraud committed by a Figma stockholder and subject to certain other exceptions (1) the Adobe indemnitees must first make claims for indemnification under the merger agreement against the escrow account or the specified escrow account, as applicable, until all funds are exhausted, and only then may the Adobe indemnitees obtain recovery from the Figma stockholders, and (2) the Figma stockholders’ indemnification obligations are generally capped at the aggregate value (calculated using the Adobe closing share price) of the aggregate consideration that a Figma stockholder is entitled to receive in connection with the mergers; provided that such obligations for claims in respect of breaches of pre-closing covenants, certain taxes and purported holder claims are capped at 5% of such aggregate value.

The amount of any and all losses will be determined net of payments actually received by the Adobe indemnitees under any insurance policy (other than the R&W insurance policy) and any other recovery actually received by the Adobe indemnitees, in each case, with respect to such losses. For purposes of determining whether there has been a breach or inaccuracy of a representation or warranty and the amount of resulting losses, representations and warranties that are qualified by references to “materiality” and “material adverse effect” are generally deemed to have been made without such qualifications.

Figma’s representations and warranties and pre-closing covenants under the merger agreement and any certificates delivered in connection therewith survive until the one-year anniversary of the closing date, except that (i) certain fundamental representations and warranties (including representations related to corporate organization and qualification, corporate authorization, absence of certain conflicts, capitalization and brokers’ and finders’ fees) survive until the earlier of the expiration of the applicable statute of limitations and the five-year anniversary of the closing date, (ii) tax representations survive until the date that is 30 days following the expiration of the full period of all statutes of limitations (giving effect to any extensions thereof) and (iii) claims in respect of purported holder claims and capitalization matters survive until the three-year anniversary of the closing date. All covenants and agreements that are to be performed at or after the closing will survive the closing and remain in full force and effect for the period provided in such covenants and agreements, if any, or until fully performed.

Adobe’s fundamental representations and warranties (including representations related to corporate organization, corporate authorization, capitalization and brokers’ and finders’ fees, but excluding Adobe’s representations related to the absence of a material adverse effect on Adobe’s business since December 31, 2021) (the “specified representations”) under the merger agreement and any certificates delivered in connection therewith survive until the one-year anniversary of the closing date. All other representations and warranties and all pre-closing covenants and agreements of Adobe, Merger Sub I and Merger Sub II will not survive the closing. Except in the case of fraud by Adobe, Adobe’s liability for breaches of the specified representations is capped at $500,000,000.

The indemnification provisions of the merger agreement are the sole and exclusive remedy of the Adobe indemnitees for money damages from claims arising out of or relating to the merger agreement, the mergers and certain related ancillary documents following the closing, except for (i) claims by Adobe against a party to any letter of transmittal, the key stockholder voting agreement or the written consent of the Figma stockholders and (ii) fraud committed by a Figma stockholder with respect to the merger agreement and any transaction agreement to which such Figma stockholder is a party.

Figma has agreed that, between the date of the merger agreement and the earlier of the closing or the date, if any, on which the merger agreement is validly terminated, subject to specified exceptions and except as expressly required by the merger agreement, as required by applicable law (including COVID-19 laws) or as consented to in advance in writing by Adobe, Figma will use commercially reasonable efforts to, and will cause each of its subsidiaries to use commercially reasonable efforts to (i) carry on its business in the ordinary course of business (provided that any commercially reasonable action taken, or omitted to be taken that (1) is required by a COVID-19 law or (2) is determined by Figma in good faith, after prior written notice to, and good faith consultation with, Adobe, to be in its best interest in response to COVID-19, will be deemed to be in the ordinary course of business); and (ii) use commercially reasonable efforts to (A) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, governmental authorities with jurisdiction over its operations and other third parties having material business relationships with Figma or any

such subsidiary, (B) keep available the services of its present directors, officers and employees (other than any terminations for cause or voluntary resignations) and (C) maintain in effect all material permits (or enter into new permits to cover those that may lapse).

Without limiting the generality of the foregoing, subject to specified exceptions and except as expressly required by the merger agreement, as required by applicable law (including COVID-19 laws) or as consented to in advance in writing by Adobe, Figma agrees that it will not, and will not permit any of its subsidiaries to:

Adobe has agreed that, between the date of the merger agreement and the earlier of the closing or the date, if any, on which the merger agreement is validly terminated, subject to certain specified exceptions and except as expressly required by the merger agreement, as required by applicable law (including COVID-19 laws) or as consented to in advance in writing by Figma, Adobe will not, and will not permit any of its subsidiaries to:

Figma has agreed not to, and to cause its controlled affiliates and its and its controlled affiliates’ respective officers, directors, employees, representatives and agents, including any investment banker, attorney or accountant engaged by any of them, not to, directly or indirectly solicit, knowingly encourage or knowingly facilitate inquiries or proposals for, or enter into any agreement with respect to, or initiate, continue or conduct any negotiations or discussions with any person concerning, the purchase of all or a significant portion of the assets of Figma or any of its subsidiaries or of any capital stock of or other ownership interest in Figma or any of its subsidiaries (other than (i) issuances of Figma common stock upon the exercise or vesting of Figma equity awards or the Figma warrant or the conversion of Figma preferred stock, in each case outstanding as of the date of the merger agreement in accordance with their terms in effect as of the date of the merger agreement or (ii) any issuance that is not prohibited by the interim operating covenants in the merger agreement or any merger or business combination involving Figma or any of its subsidiaries) (each, an “acquisition proposal”), or furnish any confidential information to any person contacting them or making an inquiry with respect to a potential acquisition proposal.

Subject to the terms and conditions of the merger agreement, each party will use its reasonable best efforts to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable to consummate and make effective the transaction.

Each party has agreed that their obligation to use reasonable best efforts includes negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, hold separate, license or other disposition of any assets, products, product lines, properties or services or businesses of Figma or any of its subsidiaries necessary to eliminate each and every impediment to close the transaction prior to the outside date (such actions, the “remedy actions”); provided that, notwithstanding anything in the merger agreement to the contrary, (i) neither Adobe nor any of its affiliates will be required to proffer, offer, commit to, consent to or agree to or effect any remedy action with respect to (A) any assets, products, product lines, properties, services or businesses or portions thereof of Adobe or any of its subsidiaries (other than solely Figma and its subsidiaries, subject to the following clause (B)) or (B) any assets, products, product lines, properties, services or businesses or portions thereof of Figma or any of its subsidiaries if, in the case of this clause (B), any such remedy action would, individually or in the aggregate, reasonably be expected to be material to Figma, and (ii) in no event will Adobe, Figma or their respective subsidiaries be required to proffer, offer, commit to, consent to or agree to or effect any remedy action unless such remedy action is conditioned upon the consummation of the closing of the transaction.

If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by the merger agreement, including the mergers, as violative of any antitrust law, the parties have agreed to use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transaction.

Subject to applicable law, the parties have agreed to use their reasonable best efforts to cooperate with the other in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from any governmental authority in connection with the transaction, including providing such information as may be reasonably necessary for inclusion in such applications, notices, registrations and responses.

The parties have agreed that Adobe will have principal control over devising the ultimate strategy for obtaining any applicable clearances, consents, expiration of waiting periods or approvals of governmental authorities and responding to inquiries by governmental authorities, including taking the lead in connection with any filings, submissions and communications with or to any governmental authority in connection therewith, taking into account in good faith any comments of Figma relating to such strategy; provided that Adobe and Figma have agreed to consider in good faith all reasonable comments of the other party (or as appropriate such party’s outside counsel) with respect to filings, submissions and communications prior to delivery of the same to any governmental authority.

The parties to the merger agreement have agreed that, for a period of six years from and after the effective time, Figma will, and Adobe will cause the surviving company to:

In addition, at or prior to the closing date, Figma will purchase a six-year “tail” policy for directors’ and officers’ liability insurance, on mutually agreeable terms, with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of Figma as to Figma’s existing policies with respect to claims arising out of or relating to events which occurred before or at the effective time (including in connection with the transaction).

The merger agreement provides that for the period commencing at the effective time and ending 12 months after the effective time, Adobe will provide each Figma employee who remains a Figma employee or becomes an employee of Adobe or its subsidiaries immediately following the effective time (each, a “continuing employee”) with base salary, target cash bonus, and other employee benefits (but excluding severance, defined benefit, change in control, retention, long-term incentive, incentive equity or equity-based benefits) (collectively, “employee benefits”) that are no less favorable in the aggregate than the employee benefits provided to such continuing employee by Figma immediately prior to the closing.

For purposes of vesting, eligibility and determining the level of benefits under the employee benefit plans made available to any continuing employees after the effective time, each continuing employee will be credited with his or her years of service with Figma and its subsidiaries and their respective predecessors before the effective time, to the same extent service was recognized for the same purpose under the comparable Figma benefit plans, subject to certain customary exclusions. However, there will be no duplication of benefits.

If requested by Adobe in writing not less than 20 business days prior to the closing date, Figma will terminate any and all 401(k) plans effective as of the day immediately preceding the closing date.

No later than five days prior to the closing date, Figma will solicit from Figma’s stockholders a vote, in accordance with Section 280G of the Code and the regulations thereunder (the “280G stockholder vote”), with respect to any “excess parachute payment” pursuant to Section 280G of the Code on behalf of each “disqualified individual” (within the meaning of Section 280G of the Code) of Figma. Prior to the distribution of the 280G stockholder vote materials, Figma will take all actions necessary to obtain a waiver from each such disqualified individual; provided that, if the 280G stockholder vote is not approved, then no payments or benefits that would constitute excess parachute payments with respect to such disqualified individual in the absence of such approval shall be payable to the extent such excess parachute payments would not be deductible by reason of the application of Section 280G of the Code.

Adobe has committed to grant an Adobe RSU award relating to 2,911,316 shares of Adobe common stock to Dylan Field, Figma’s Co-Founder and CEO vesting over four years following the closing. In addition, Adobe has committed to grant Adobe RSU awards relating to an aggregate of 3,175,981 shares of Adobe common stock to Figma employees other than Mr. Field. Such Adobe RSU awards will be granted in accordance with Adobe’s standard terms and conditions, including equity grant guidelines and time-based vesting requirements (generally vesting over four years following the closing), or as mutually agreed between Mr. Field and Adobe to promote employee retention.

Subject to certain limitations set forth in the merger agreement, the Figma stockholders will indemnify the Adobe indemnitees from and against certain taxes, including pre-closing taxes of Figma, together with reasonable costs and expenses (including outside attorneys’ and other advisors’ fees) incurred, paid or otherwise suffered, directly or indirectly, by the relevant Adobe indemnitee as a result of any indemnified taxes. The merger

agreement provides certain covenants relating to the preparation and filing of tax returns, timing of indemnity payments, cooperation in tax matters (including record retention and conduct of tax proceedings), termination of tax sharing agreements and coordination of tax matters with the survival and indemnification covenants discussed above under the heading “—Survival; Indemnification.”

The merger agreement also provides that the mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If, on or after the closing date and prior to the due date for filing the U.S. federal income tax return in respect of the taxable year of Figma ending on the closing date, the representative delivers to Adobe an opinion of Fenwick or other nationally recognized counsel (or “big four” accounting firm), which opinion (i) is reasonably satisfactory in form and substance to Adobe, to the effect that the mergers, taken together, are at least “more likely than not” to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) has not been modified, withdrawn or adversely affected by a change in law after the date thereof, then each of Adobe and Figma will report the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code on their respective U.S. federal income tax returns for the taxable year that includes or ends on the closing date (as applicable) and will file all applicable U.S. state and local income tax returns in a manner consistent with such treatment, unless otherwise required by a change in applicable law or a “determination” within the meaning of Section 1313(a) of the Code. Adobe and Figma agreed that neither would knowingly take any action (or fail to take any action) which action (or failure to act) would reasonably be expected to prevent the mergers, taken together, from being treated as a “reorganization” within the meaning of Section 368(a) of the Code, other than any actions that are required by the provisions of the merger agreement.

The merger agreement contains certain other covenants and agreements, including, among others, covenants relating to access to information and notices of certain events, public announcements relating to the merger agreement and the transaction, preparation and filing of the registration statement of which this consent solicitation statement/prospectus forms a part, delivery of certain quarterly financial statements of Figma, exemption from takeover laws, certain director resignations, the listing of the shares of Adobe common stock to be issued in the first merger, treatment of Figma indebtedness, financing cooperation, termination of affiliate agreements, certain matters related to the R&W insurance policy and certain obligations with respect to security deposits existing as of the closing.

The respective obligations of Figma, Adobe, Merger Sub I and Merger Sub II to effect the mergers will be subject to the satisfaction at or prior to the closing of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Adobe, Merger Sub I and Merger Sub II, on the one hand, and Figma, on the other hand, to the extent permitted by applicable law:

The obligations of Figma to effect the mergers will be further subject to the satisfaction at or prior to the closing of each of the following conditions, any and all of which may be waived in whole or in part by Figma to the extent permitted by applicable law:

The merger agreement may be terminated and the mergers may be abandoned at any time prior to the closing, notwithstanding the approval by the Figma stockholders, as follows and in no other manner:

In addition, the merger agreement would have been terminable by Adobe if any key stockholder had failed to execute and deliver to Adobe the key stockholder voting agreement to which such key stockholder is a party within one day following the execution of the merger agreement. However, subsequent to the execution of the merger agreement, each of the key stockholders timely delivered to Adobe the key stockholder agreement within one day following the execution of the merger agreement.

In the event of the valid termination of the merger agreement, all rights and obligations of the parties under the merger agreement will terminate and no party will have any liability to any other party, except that (i) certain specified provisions, including certain provisions described below under “—Expenses and Reverse Termination Fee,” will survive termination, and (ii) no such termination will relieve any party of liability or damages for fraud or willful breach of any of its representations, warranties, covenants or agreements contained in the merger agreement prior to termination, except that the reverse termination fee described below will be Figma’s sole and exclusive remedy in circumstances in which such fee is payable and is paid by Adobe.

Except as otherwise expressly provided in the merger agreement, each party will pay its own expenses incident to the merger agreement and the transaction. Adobe will pay all filing fees under the HSR Act and other antitrust and foreign investment filings and all costs, premiums and expenses of the escrow agent and the exchange agent. Any transfer taxes incurred in connection with the consummation of the transaction will be borne 50% by the Figma stockholders as set forth in the merger agreement and 50% by Adobe.

The merger agreement requires Adobe to pay or cause to be paid to Figma a reverse termination fee equal to $1 billion in cash (the “reverse termination fee”) within three business days of termination of the merger agreement if each of the following occur:

In no event will Adobe be obligated to pay the reverse termination fee on more than one occasion, and under no circumstance will Figma be entitled to receive both a grant of specific performance which results in the

consummation of the closing and the payment of damages or all or any portion of the reverse termination fee. Upon payment of the reverse termination fee, none of Adobe, any of its subsidiaries or any of their former, current or future officers, directors, partners, stockholders, managers, members, affiliates, agents or representatives will have any further liability whatsoever with respect to the merger agreement or the transaction to Figma or any of its affiliates or representatives, and such payment of the reverse termination fee will be the sole and exclusive remedy of Figma and its affiliates.

Fortis Advisors LLC is serving as the representative of the Figma stockholders under the merger agreement, and in such capacity will represent the interests of the Figma stockholders following the closing with respect to certain matters under the merger agreement, including, but not limited to, acting on behalf of the Figma stockholders in any proceeding involving the merger agreement and acting for the Figma stockholders with regard to certain matters pertaining to indemnification as provided in the merger agreement. Pursuant to the merger agreement, at the closing, $500,000 (the “representative fund amount” and such fund, the “representative fund”) otherwise payable to the Figma stockholders will be deposited with the representative, and the representative can use the representative fund to cover all losses, claims, damages, liabilities, fees, costs, judgments, fines, amounts paid in settlement or expenses incurred (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), as and when incurred, as the representative. When determined by the representative in good faith that some or all of the representative fund is no longer required to cover such obligations, the representative will pay such amounts to the exchange agent for further distribution to the Figma stockholders in accordance with the terms set forth in the merger agreement.

The merger agreement may be amended by written agreement of Adobe, Merger Sub I, Merger Sub II and Figma at any time prior to the effective time.

At any time prior to the effective time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties, (ii) waive any inaccuracy in the representations and warranties of any other party and (iii) waive compliance with any of the agreements of any other party or conditions contained in the merger agreement.

The merger agreement is not intended to and will not be construed to give any person other than the parties to the merger agreement and their respective heirs, successors and permitted assigns any rights, remedies or claims, subject to limited specified exceptions.

In addition to any other applicable remedies at law or equity, the parties are entitled to an injunction or injunctions, without proof of damages or posting of any bond, to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

The merger agreement is governed by Delaware law, without giving effect to any conflicts of laws rules or principles that would require or permit the application of another jurisdiction’s laws.

Shortly after the execution of the merger agreement, certain stockholders of Figma (each, a “key stockholder”) entered into a voting and support agreement (the “key stockholder voting agreement”) with Adobe, pursuant to which, among other things, and subject to the terms and conditions of the key stockholder voting agreement, each key stockholder agreed to (i) following the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part, promptly (and in any event within two business days) execute and deliver (or cause to be executed and delivered) to Figma, with a copy to Adobe, a written consent approving the adoption of the merger agreement and the transaction, including the mergers, with respect to all of such key stockholder’s shares of Figma capital stock entitled to act by written consent thereto, and (ii) vote or cause to be voted all of such key stockholder’s shares of Figma capital stock against any acquisition proposal or any action or agreement that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the transaction, including the mergers, in any material respect.

The key stockholder voting agreement contains customary transfer restrictions restricting the key stockholders from transferring their shares of Figma capital stock during the pendency of the transaction, subject to limited exceptions. In addition, pursuant to the key stockholder voting agreement, each key stockholder agreed to, among other things, (i) effective as of the effective time, release each of Adobe, Merger Sub I, Merger Sub II, Figma, the representative, the surviving corporation and each of their respective past and present subsidiaries, affiliates, predecessors, officers, directors, stockholders, members, managers, partners, employees, representatives, agents, heirs, estates, successors, assigns and agents from any and all past, present and future claims arising out of or relating to such key stockholder’s capacity as a stockholder of Figma and/or such key stockholder’s direct or indirect ownership interest in Figma, (ii) refrain from soliciting any alternative transaction, (iii) waive any appraisal or dissenters’ rights and similar rights, including under Section 262 of the DGCL, and any rights of first refusal, redemption rights, rights of notice and similar rights relating to the transaction and (iv) indemnify Adobe, the surviving corporation, the surviving company and their affiliates and each of their respective officers, directors, employees, agents and other representatives in accordance with the applicable indemnification provisions set forth in the merger agreement.

The key stockholder voting agreement will terminate and will have no further force or effect with respect to a key stockholder upon the earliest to occur of (i) the effective time, (ii) the termination of the merger agreement and (iii) any amendment to the merger agreement without the prior written consent of such key stockholder if such amendment materially reduces the per share closing stock consideration or the per share closing cash consideration, or alters the form of consideration payable in the first merger. As of the date of the key stockholder voting agreement, the key stockholders collectively owned, of record or beneficially, a majority of the voting power of (1) the outstanding shares of Figma capital stock and (2) the outstanding shares of Figma preferred stock. As of the record date, the key stockholders collectively owned approximately 55.0% of the voting power of the outstanding shares of Figma capital stock, approximately 69.8% of the voting power of the outstanding shares of Figma preferred stock and approximately 52.5% of the voting power of the outstanding shares of Figma common stock. Accordingly, the execution and delivery of written consents by all of the key stockholders will constitute the Figma stockholder approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval, which will therefore satisfy the closing condition in the merger agreement relating to approval of the Figma stockholders required under the merger agreement.

The following discussion is a summary of certain U.S. federal income tax consequences of the mergers to U.S. holders (as defined below) that exchange their shares of Figma capital stock for shares of Adobe common stock and cash in the mergers. The following summary is based upon the provisions of the Code, its legislative history, existing and proposed U.S. Treasury Regulations promulgated thereunder and rulings and other administrative pronouncements issued by the IRS and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, and to differing interpretations possibly with retroactive effect. Any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only U.S. holders who hold Figma capital stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion proceeds on the basis that the mergers will be completed in accordance with the merger agreement and as described in this consent solicitation statement/prospectus. Holders of Figma capital stock that are not U.S. holders should consult their own tax advisors as to the tax consequences of the mergers. Moreover, this discussion does not address any U.S. federal tax consequences other than income tax consequences (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax consequences. In addition, this discussion does not purport to be a complete analysis of all of the U.S. federal income tax consequences (such as the Medicare contribution tax on net investment income, any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the Treasury regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any alternative minimum tax) that may be relevant to U.S. holders in light of their particular circumstances and does not address all of the U.S. federal income tax consequences that may be relevant to particular holders of Figma capital stock that are subject to special rules, including, but not limited to:

If a partnership or pass-through entity (or other entity or arrangement classified as a partnership or pass-through entity for U.S. federal income tax purposes) holds Figma capital stock, the tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships for U.S. federal income tax purposes and partners in such a partnership should consult their tax advisors about the tax consequences of the mergers to them.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Figma capital stock that is, or is treated for U.S. federal income tax purposes as, any of the following:

No rulings have been, or will be, sought by Figma or Adobe from the IRS with respect to the mergers, and there can be no assurance that the IRS or a court will not take a contrary position regarding the tax consequences described in this consent solicitation statement/prospectus. The actual tax consequences of the mergers to you may be complex and will depend on your specific situation and on factors that are not within the control of Figma or Adobe.

Each of Adobe and Figma intend that the mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Code. Each of Adobe and Figma have agreed to report the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code on their respective U.S. federal income tax returns provided that Figma’s legal counsel, Fenwick (or other nationally recognized counsel or “big four” accounting firm), delivers to Adobe the closing opinion. Subject to provision of the closing opinion, the parties will file all applicable U.S. state and local income tax returns in a manner consistent with reorganization treatment, unless otherwise required by a change in applicable law or a “determination” within the meaning of Section 1313(a) of the Code.

In addition, in connection with the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part, Figma has received the S-4 opinion from Fenwick. The S-4 opinion is based on customary factual representations contained in letters provided by Adobe and Figma and on certain factual assumptions as to the facts as of the effective time. One critical factual assumption is that at least 40 percent of the value of the consideration received in exchange for Figma’s capital stock in the first merger will consist of Adobe common stock (as measured by the average of the daily closing prices of Adobe’s stock for the 10 consecutive trading days ending on and including the second trading day preceding the signing of the merger agreement), taking into account any adjustment to the cash consideration received by holders of Figma’s capital stock as a result of the consideration adjustment (as described in the sections entitled “The Merger Agreement—Closing Adjustment to Cash Consideration” and “The Merger Agreement—Post-Closing Adjustment to Cash Consideration”) and cash payable to holders of dissenting shares. Because these amounts cannot be

determined with certainty as of the date hereof, the S-4 opinion is based on assumptions as to (i) the amount of Figma’s cash and cash equivalents as of the effective time (which are supported by representations from Figma regarding projected balances of cash and cash equivalents), and (ii) the number of, and consideration payable in respect of, Figma shares that will be dissenting shares. If any of the facts, representations, covenants or assumptions upon which the S-4 opinion is based are, or become, inaccurate or incomplete in any respect at any time, including as a result of Figma’s cash and cash equivalents as of the effective time exceeding Figma’s projections in any material respect, the S-4 opinion may no longer be valid (or the conclusions reached therein could be jeopardized) and neither Fenwick nor other qualified tax counsel or “big four” accounting firm may be able to deliver the closing opinion. There can be no assurance that the assumptions and representations on which the S-4 opinion is based, including but not limited to those related to the amount of Figma’s cash and cash equivalents as of the effective time and amounts payable to holders of dissenting shares, will remain true and accurate as of the effective time. There can therefore be no assurance that the S-4 opinion will remain valid at the effective time, and the closing of the transaction is not conditioned on the continued validity of the S-4 opinion or the receipt of the closing opinion or any other opinion as to the qualification of the mergers, taken together, as a “reorganization.” Moreover, an opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Figma or Adobe from the IRS with respect to the mergers and there can be no assurance that the mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Code. If the mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Figma capital stock in a fully taxable transaction.

Provided that the relevant facts, representations, covenants and assumptions supporting the S-4 opinion remain true and accurate, Figma expects to deliver the closing opinion to Adobe.

If the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders of the mergers are (subject to the discussions below regarding the installment method, imputed interest, the Representative Fund (as defined in the merger agreement), and certain other matters) as follows:

If a U.S. holder acquired different blocks of shares of Figma capital stock at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. holder's basis and holding period in its shares of Adobe common stock may be determined with reference to each block of shares of Figma capital stock. The merger agreement provides that holders may designate specific blocks of Figma capital stock treated as surrendered and exchanged for either cash or Adobe common stock. Each holder should consult his, her or its tax advisor regarding the manner in which the cash consideration and stock consideration should be allocated among different blocks of shares of Figma capital stock surrendered and the determination of the tax bases and holding periods of the Adobe common stock received.

Any gain recognized in the mergers will be long-term capital gain if the U.S. holder held the Figma capital stock surrendered in the mergers for more than one year at the effective time of the first merger, and otherwise will be short-term capital gain. In the case of a U.S. holder that holds Figma capital stock with differing tax bases and/or holding periods, the preceding rules must be applied separately to each block of shares of Figma capital stock (i.e., Figma capital stock of the same class acquired on the same day at the same price per share). Long-term capital gain of individuals and other non-corporate U.S. holders currently is eligible for preferential U.S. federal income tax rates. In certain circumstances, if a U.S. holder actually or constructively owns Adobe common stock other than Adobe common stock received pursuant to the transaction, the recognized gain could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income to the extent of such U.S. holder’s ratable share of Figma’s undistributed earnings and profits. To the extent, if any, that the recognized gain is treated as dividend income, noncorporate U.S. holders generally would be taxed on such amounts at the preferential rates applicable to long-term capital gain. Because the possibility of dividend treatment depends upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential application of the foregoing rules to their particular circumstances.

If the mergers, taken together, fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder generally would recognize gain or loss in an amount equal to the difference between (1) the sum of the fair market value of the shares of Adobe common stock received as of the effective time of the first merger, the amount of any cash received, and any cash in lieu of fractional shares of Adobe common stock received by such U.S. holder in the mergers and (2) such U.S. holder’s tax basis in the U.S. holder’s Figma capital stock surrendered.

Gain or loss would be calculated separately for each block of Figma capital stock exchanged by such U.S. holder (a block of stock is stock of the same class acquired on the same day at the same price per share). Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Figma capital stock exceeds one year at the closing of the mergers. Long-term capital gain of individuals and other non-corporate U.S. holders currently is eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s holding period in shares of Adobe common stock received in the mergers would begin on the day following the closing of the mergers.

A U.S. holder recognizing gain in the mergers should be subject to the installment method of reporting with respect to its portion of the Escrow Funds (as defined in the merger agreement) if such U.S. holder is eligible for the installment method of reporting and does not elect out of the installment method of reporting. A U.S. holder applying the installment method generally will recognize any gain with respect to any deferred payment in the year in which such payment is received. Under the installment method, a U.S. holder will initially compute its

maximum consideration and maximum gain recognized (with respect to each block of Figma capital stock owned by such U.S. holder), assuming such U.S. holder receives the maximum distribution from the Escrow Funds. A U.S. holder who reports gain using the installment method will then report an amount of gain with respect to each deferred payment received by such U.S. holder which bears the same ratio to such U.S. holder’s maximum gain as the amount of such payment bears to such U.S. holder’s maximum consideration. If less than the maximum amount of such U.S. holder’s portion of the Escrow Funds is ultimately received, the amount of gain that would otherwise have been recognized at that time will be reduced or, in certain circumstances, such U.S. holder may recognize a loss. Imputed interest (as described under the section entitled “—Imputed Interest,” below) would be excluded from the calculation of the maximum consideration, the maximum gain, and the actual amounts of consideration and gain received when applying the installment method.

If the installment method of reporting is not applicable to a U.S. holder (because such U.S. holder elects not to use such method or otherwise), then such U.S. holder will generally be required to take into account in the year of the mergers the fair market value as of the effective time of the first merger of such U.S. holder’s rights to payments from the Escrow Funds. It is possible that the IRS could successfully assert that such U.S. holder should be required to take into account such U.S. holder’s share of the maximum amount of cash payable to such U.S. holder from the Escrow Funds rather than the fair market value as of the effective time of the first merger of such U.S. holder’s rights to the cash in such funds. To the extent that the cash received thereafter with respect to such U.S. holder’s rights to such cash (other than imputed interest, as described below under the section entitled “—Imputed Interest”) exceeds or is less than the amount taken into account in computing gain pursuant to the preceding sentence, additional gain or loss, respectively, generally would be recognized by such U.S. holder upon receipt of such cash.

For U.S. holders on the accrual method of accounting, the timing of recognition of such gain or loss (or interest income) may differ from that described above. All U.S. holders should consult their own tax advisors as to the potential application of the installment method and whether to elect out of the installment method.

A portion of any payments received from the Escrow Funds will be characterized as ordinary interest income for U.S. federal income tax purposes under the imputed interest rules of the Code. In general, the portion of any such deferred payment constituting interest income will equal the excess of the amount of the payment received over the present value of that amount as of the effective time of the first merger (determined using a discount rate equal to the appropriate “applicable federal rate” for the month in which the first merger occurs).

For U.S. federal income tax purposes, a U.S. holder generally will be treated as receiving, in the U.S. holder’s taxable year that includes the mergers, its pro rata share of the Representative Fund.

In general, information reporting requirements may apply to cash payments made to U.S. holders in connection with the mergers, unless an exemption applies. Backup withholding (currently, at a rate of 24%) may apply to amounts subject to information reporting if the applicable stockholder fails to provide an accurate taxpayer identification number, fails to report all interest and dividends required to be shown on its U.S. federal income tax returns or otherwise fails to establish an exemption from backup withholding. U.S. holders can claim a credit against their U.S. federal income tax liability for the amount of any backup withholding and a refund of any excess, provided that all required information is timely provided to the IRS.

Certain of Figma’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Figma’s stockholders generally. These interests include, among other things, the interests listed below. The following disclosure applies only to Figma’s directors and executive officers and not to other employees of Figma.

Figma’s directors covered by the following disclosure are Dylan Field, Kelly Kramer, John Lilly, Danny Rimer, Mamoon Hamid and Lynn Vojvodich. Figma’s executive officers covered by the following disclosure are Dylan Field, Co-Founder and CEO, Praveer Melwani, Chief Financial Officer, Kris Rasmussen, Chief Technology Officer, and Shaunt Voskanian, Chief Revenue Officer.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

Under the terms of the merger agreement, from and after the effective time, Adobe will cause the surviving company to indemnify certain persons, including Figma’s directors and executive officers. In addition, Figma will purchase a six-year “tail” insurance policy for the benefit of certain persons, including Figma’s directors and executive officers, the cost of which will be included in the calculation of company expenses under the merger agreement. For additional information, see the section entitled “The Merger Agreement—Covenants and Agreements—Director and Officer Indemnification and Insurance.”

Certain of Figma’s executive officers hold vested and outstanding shares of Figma common stock that will be treated in the same manner as common stock held by Figma employees, as described in the section entitled “The Merger Agreement—Treatment of Figma Equity Awards.”

Certain of Figma’s executive officers hold restricted shares of Figma common stock from either a single restricted stock issuance or the early exercise of a Figma option. These restricted shares will be treated in the same manner as restricted shares held by Figma employees, as described in the section entitled “The Merger Agreement— Treatment of Figma Equity Awards.” Based on the assumptions described under “—Certain Assumptions,” the estimated number of restricted Adobe shares issued in exchange for the directors' and executive officers' restricted shares of Figma common stock are 184,160 Adobe shares, 5,803 Adobe shares, and 53,264 Adobe shares for Messrs. Field, Melwani, and Rasmussen, respectively.

Certain of Figma’s directors and executive officers hold vested and unvested Figma RSUs that will be treated in the same manner as RSUs held by Figma employees, as described in the section entitled “The Merger Agreement— Treatment of Figma Equity Awards.” Based on the assumptions described above under “—Certain Assumptions,” the total equity award cash consideration to which the directors and executive officers would be entitled in respect of their vested Figma RSU awards is $25,952,800, $5,823,324, $4,874,512, $11,369,287, $1,299,855, and $1,299,855, for Messrs. Field, Melwani, Rasmussen, and Voskanian, and Mses. Kramer and Vojvodich, respectively. The estimated total closing Adobe stock consideration (“Adobe shares”) issued in exchange for the directors’ and executive officers’ vested Figma RSUs are 50,921 Adobe shares, 11,426 Adobe shares, 9,564 Adobe shares, 22,307 Adobe shares, 2,550 Adobe shares, and 2,550 Adobe shares, for Messrs. Field, Melwani, Rasmussen, and Voskanian, and Mses. Kramer and Vojvodich, respectively.

Concurrently with the signing of the merger agreement, Adobe and Mr. Field entered into an offer letter which will become effective upon the closing (the “Field offer letter”). The Field offer letter provides, among other things, that Mr. Field will serve as Chief Executive Officer, Figma, will receive an annual base salary of $600,000 and a target bonus opportunity of 80% of his annual base salary, and will receive an initial Adobe RSU award relating to 2,911,316 shares of Adobe common stock (the “Adobe retention RSU award” and each restricted stock unit, an “Adobe RSU”). Subject to the occurrence of the closing and Mr. Field’s commencement of employment with Adobe on the day after closing (the “Adobe start date”), the Adobe retention RSU award will be granted on the Adobe start date. The Adobe retention RSU award will vest as to 25% of the RSUs subject to the award after one year and 6.25% quarterly thereafter over the remaining three-year period measured from the first anniversary of his vesting start date, subject to Mr. Field’s continuous employment with Adobe. In the event Adobe terminates Mr. Field’s employment without cause (as defined in the Field offer letter) or Mr. Field resigns for good reason (as defined in the Field offer letter) or in the event of Mr. Field’s death or disability (as defined in the Field offer letter) prior to the fourth anniversary of the vesting start date, the portion of the unvested Adobe retention RSU award granted to Mr. Field that would have vested during the 12-month period following Mr. Field’s termination date will immediately vest.

Mr. Field’s unvested Figma RSU awards and Figma restricted stock will be converted into unvested Adobe equity awards pursuant to the merger agreement as described in the section entitled “The Merger Agreement— Treatment of Figma Equity Awards.” The Adobe RSU awards and Adobe restricted stock awards (“Adobe RSAs”) that Mr. Field receives in exchange for his Figma awards will vest on the same vesting schedule that applied to the corresponding unvested Figma equity awards prior to the closing and will generally include the same provisions relating to termination of employment that applied to the corresponding unvested Figma equity awards prior to the closing, except that such provisions will be modified to provide for full vesting acceleration in the event that Adobe terminates Mr. Field’s employment without cause (as defined in the Field offer letter) or Mr. Field resigns for good reason (as defined in the Field offer letter), or in the event of Mr. Field’s death or disability (as defined in the Field offer letter). Based on the assumptions described above under “—Certain Assumptions,” Mr. Field will receive 1,076,480 unvested Adobe RSUs and 184,160 Adobe restricted shares.

Mr. Field holds a Figma PSU award relating to 11,250,000 shares of Figma common stock. At the closing, a portion of such Figma PSU award relating to 5,625,000 shares of Figma common stock will be forfeited without consideration and the remaining portion relating to 5,625,000 shares of Figma common stock will vest and be treated as a vested Figma PSU award, as described in the section entitled “The Merger Agreement—Treatment of Figma Equity Awards.” Based on the assumptions described above under “—Certain Assumptions,” the estimated value of the cash merger consideration and the Adobe shares to which Mr. Field would be entitled in respect of this vested Figma PSU award is $129,763,998 and 254,604 Adobe shares, respectively.

Prior to the closing, the Figma board may settle Mr. Field’s Figma RSU and Figma PSU awards that will vest in connection with the acquisition in shares of Figma restricted stock and such Figma restricted stock will then be treated in the same manner as other vested outstanding shares of Figma common stock pursuant to the merger agreement.

The interests described in this section relate to agreements entered into by Figma, Adobe, and Mr. Field in connection with the transaction, which expressly supersede Mr. Field’s existing employment agreements with Figma.

Each of Messrs. Melwani, Rasmussen, and Voskanian hold unvested Figma RSU awards that are subject to 100% acceleration of the time and service-based vesting requirement if there is an acquisition (as defined in Figma’s 2012 equity incentive plan, including the transaction) and if such officer is subject to a termination of employment other than for cause (as defined in the applicable RSU award agreement) or resigns for good reason (as defined in the applicable RSU award agreement) during the period of time commencing three months prior to the closing and ending on the twelve month anniversary of the closing. Based on the assumptions described above under “—Certain Assumptions,” Messrs. Melwani, Rasmussen, and Voskanian will receive unvested Adobe RSU awards subject to acceleration terms that are no less favorable than those of their unvested Figma RSU awards. Such Adobe RSU awards will relate to the following number of shares of Adobe common stock: 122,289 Adobe shares, 142,280 Adobe shares, and 157,193 Adobe shares for Messrs. Melwani, Rasmussen, and Voskanian, respectively.

Mses. Kramer and Vojvodich hold outstanding Figma RSU awards that are subject to 100% acceleration of the time and service-based vesting requirement if there is an acquisition (as defined in Figma’s 2012 equity incentive plan, including the transaction); these awards will fully vest upon closing in accordance with their terms and will be treated as vested Figma RSU awards. Based on the assumptions described above under “—Certain Assumptions,” Mses. Kramer and Vojvodich will receive in respect of their vested Figma RSU awards $1,299,855 cash plus 2,550 Adobe shares and $1,299,855 cash plus 2,550 Adobe shares, respectively.

Certain of Figma’s executive officers may continue to provide employment or other services to Adobe after the effective time and may enter into new agreements, arrangements, or understandings with Adobe to set forth the terms and compensation of such post-closing service. As of the date of this consent solicitation statement/prospectus, no such agreements, arrangements, or understandings with Adobe exist, other than as described in this consent solicitation statement/prospectus.

In addition, as described above under “The Merger Agreement—Employee Matters,” Adobe has committed to grant Adobe RSU awards relating to an aggregate of 3,175,981 shares of Adobe common stock to Figma employees other than Mr. Field (“Adobe Retention Pool”). Such Adobe RSU awards will be granted in accordance with Adobe’s standard terms and conditions, including equity grant guidelines and time-based vesting requirements (generally vesting over four years following the closing), or as mutually agreed between Mr. Field and Adobe to promote employee retention. Each of Messrs. Melwani, Rasmussen, and Voskanian is eligible to participate in the Adobe Retention Pool but has not been allocated any award as of the date of this consent solicitation statement/prospectus.

The Figma board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and in overseeing the negotiation of, the transaction, in approving the merger agreement and the transaction and in making the Figma board recommendation. For more information, see the sections entitled “The Transaction—Background of the Transaction” and “The Transaction—Figma’s Reasons for the Transaction; Recommendation of the Figma Board.”

Both Adobe and Figma are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each company are currently governed by the DGCL. As holders of Adobe common stock or Figma capital stock, your rights with respect thereto are governed by the DGCL, as well as Adobe’s or Figma’s constituent documents, as applicable.

Upon completion of the transaction, the former holders of Figma capital stock will own shares of Adobe common stock, and holders of Adobe common stock will continue to own shares of Adobe common stock, subject to the same rights as prior to the transaction, except that their shares of Adobe common stock will represent an interest in Adobe that also reflects the ownership and operation of the Figma business.

The following description summarizes certain material differences between the rights of the stockholders of Adobe and Figma based on the DGCL and, in the case of Adobe, the Adobe certificate and the Adobe bylaws and, in the case of Figma, the Figma certificate and the Figma bylaws, as well as the amended and restated voting agreement, dated as of June 23, 2021, by and among Figma and certain of Figma’s stockholders (the “Figma voting agreement”), the amended and restated right of first refusal and co-sale agreement, dated as of June 23, 2021, by and among Figma and certain of Figma’s stockholders (the “Figma ROFR and co-sale agreement”), and the amended and restated investors’ rights agreement, dated as of June 23, 2021, by and among Figma and certain of Figma’s stockholders (the “Figma investors’ rights agreement”). However, the following description is not a complete statement of all those differences, or a complete description of the specific provisions referred to in this summary. This summary is qualified in its entirety by reference to the DGCL and Adobe’s and Figma’s constituent documents, which you are urged to read carefully. Adobe has filed with the SEC its constituent documents and Adobe and Figma will send copies of their respective constituent documents to you, without charge, upon your request. For additional information, see the section entitled “Where You Can Find More Information.”

Under Delaware law, if a Figma stockholder of record or beneficial owner does not wish to accept the consideration provided for in the merger agreement and the first merger is completed, such Figma stockholder or beneficial owner has the right to seek appraisal of his, her or its shares of Figma capital stock and to receive payment in cash for the fair value of his, her or its shares of Figma capital stock, exclusive of any element of value arising from the accomplishment or expectation of the transaction, as determined by the Delaware Court of Chancery (which we sometimes refer to as the “Court” for purposes of this section entitled “Appraisal and Dissenters Rights”), together with interest, if any, to be paid upon the amount determined to be the fair value of such shares of Figma capital stock. These rights are known as appraisal rights under Delaware law. The “fair value” of such shares of Figma capital stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that a Figma stockholder of record or beneficial owner is otherwise entitled to receive for the same number of shares of Figma capital stock under the terms of the merger agreement. Figma stockholders of record or beneficial owners who elect to exercise appraisal rights must not vote in favor of or consent in writing to the adoption of the merger agreement and must comply with the other provisions of Section 262 of the DGCL to perfect their rights, as applicable. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. A Figma stockholder of record or beneficial owner who wishes to exercise appraisal rights, or preserve the ability to do so, must, among other things, not deliver a signed written consent in favor of the adoption of the merger agreement. Any signed written consent returned will be counted as adopting the merger agreement unless otherwise provided therein.

This section is intended only as a brief summary of the material provisions of the Delaware statutory procedures that a Figma stockholder or beneficial owner must follow in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached as Annex D to this consent solicitation statement/prospectus and incorporated by reference herein, and any amendments thereto after the date of this consent solicitation statement/prospectus. Annex D should be reviewed carefully by any Figma stockholder or beneficial owner who wishes to exercise appraisal rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the statute will result in the loss of appraisal rights. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that Figma stockholders or beneficial owners exercise their appraisal rights under Section 262 of the DGCL. Unless otherwise noted herein or in the notice of appraisal rights to be sent following adoption of the merger agreement, all references in this summary to “Figma stockholders” or “you” are to the record holders of shares of Figma capital stock immediately prior to the first merger as to which appraisal rights are asserted. All references in this summary to “beneficial owner” means the beneficial owner of shares of Figma capital stock held either in voting trust or by a nominee on behalf of such person. A person having a beneficial interest in shares of Figma capital stock held of record in the name of another person who wishes to have the holder of record of such shares of Figma capital stock exercise appraisal rights on his, her or its behalf must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Section 262 of the DGCL requires that, where a merger agreement is adopted by a written consent of stockholders in lieu of a meeting of stockholders, certain stockholders must be given notice that appraisal rights are available. A copy of Section 262 of the DGCL, or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost, must be included with such notice. Only those Figma stockholders who do not submit a written consent approving the adoption of the merger agreement and who have otherwise complied with Section 262 of the DGCL are entitled to receive such notice. The notice may be given by Figma, if sent prior to the first merger, or the surviving company, if given after the first merger (and no later than 10 days after the effective date of the first merger). If given at or after the first merger (and no later than 10 days after the effective date of the first merger), the notice must also specify the effective date of the first merger; otherwise, a supplementary notice will provide this information. If such supplementary notice is sent more than 20 days following the sending of the first notice, such supplementary notice need only be sent to each Figma stockholder of record and beneficial owner who is entitled to appraisal rights and who has demanded appraisal in compliance with Section 262 of the DGCL.

In order to preserve your right to receive notice and to demand appraisal rights, you must not deliver a written consent adopting the merger agreement. Consents that are executed and delivered will be counted as adopting the merger agreement unless otherwise provided therein, which will also eliminate any appraisal rights. As described below, you must, among other things, also continue to hold your shares through the completion of the first merger.

If you elect to demand appraisal of your shares of Figma capital stock, the record holder (or, as described below, beneficial owner) of the shares must deliver to Figma or the surviving company, as applicable, at the specific address that will be included in the appraisal notice, a written demand for appraisal of your shares of Figma capital stock within 20 days after the date of the giving of the appraisal notice. Do not submit a demand before the date the appraisal notice is given, as a demand that is made before the date of such appraisal notice may not be effective to perfect your appraisal rights.

A Figma stockholder wishing to exercise appraisal rights must hold of record the shares of Figma capital stock on the date the written demand for appraisal is made and must continue to hold of record the shares of Figma capital stock through the effective time. Appraisal rights will be lost if, after a demand for appraisal has been made for your shares of Figma capital stock, such shares are transferred prior to the effective time. If a demand for appraisal is made by a beneficial owner, appraisal rights will be lost for such shares if the beneficial owner fails to own such shares through the effective time. If you are not the stockholder of record, you will need to follow special procedures as discussed further below.

If you and/or the record holder of your shares of Figma capital stock fail to comply with all of the conditions required by Section 262 of the DGCL to perfect your appraisal rights, and the first merger is completed, you (assuming that you hold your shares through the first merger) will be entitled to receive payment for your shares of Figma capital stock as provided for in the merger agreement, without interest, but you will have no appraisal rights with respect to your shares of Figma capital stock.

In order to satisfy Section 262 of the DGCL, a demand for appraisal in respect of shares of Figma capital stock must reasonably inform Figma or the surviving company, as applicable, of the identity of the Figma stockholder of record and his, her or its intent to seek appraisal rights. The demand for appraisal should be executed by or on behalf of the holder of record of the shares of Figma capital stock, fully and correctly, as the stockholder’s name appears on Figma’s stock transfer books, should specify the stockholder’s name and mailing address and the number of shares of Figma capital stock registered in the stockholder’s name, and must state that the person intends thereby to demand appraisal of the stockholder’s shares of Figma capital stock in connection with the mergers. The demand may also be made by a beneficial owner of Figma capital stock if, in addition to otherwise satisfying the foregoing requirements, (i) such beneficial owner continuously owns such shares of Figma capital stock through the effective time and otherwise satisfies the requirements for appraisal applicable to a stockholder of record under subsection (a) of Section 262 of the DGCL and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares of Figma capital stock for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of Figma capital stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices and to be set forth on the verified list described below. Alternatively, the beneficial owner of shares of Figma capital stock may have the holder of record of such shares of Figma capital stock submit the required demand in respect of such shares.

If the shares of Figma capital stock are held of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a Figma stockholder or beneficial owner; however, the agent must identify the record holder or holders (and, if any by an authorized

agent of any beneficial owner or owners, must identify the beneficial owner or owners) and expressly disclose the fact that, in executing the demand, he, she or it is acting as agent. A record holder who holds shares of Figma capital stock as a nominee for others may exercise his, her or its right of appraisal with respect to the shares of Figma capital stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Figma capital stock as to which appraisal is sought. Where no number of shares of Figma capital stock is expressly mentioned, the demand for appraisal will be presumed to cover all shares of Figma capital stock held in the name of the record holder.

At any time within 60 days after the effective date of the first merger, any record holder or beneficial owner of shares of Figma capital stock who has made an appraisal demand, otherwise complied with the requirements of Section 262 of the DGCL, but has not commenced an appraisal proceeding or joined a proceeding as a named party, may withdraw the demand for appraisal and accept the consideration for his, her or its shares of Figma capital stock provided for in the merger agreement by delivering to the surviving company a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the first merger will require written approval of the surviving company. Unless the demand for appraisal is properly withdrawn by such a stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party within 60 days after the effective date of the first merger, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Figma stockholder or beneficial owner without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Court deems just (including without limitation, a reservation of jurisdiction for any application to the Court made with respect to the allocation of the expenses of the proceeding). If the surviving company does not approve a request to withdraw a demand for appraisal, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, in each case when that approval is required, such stockholder or beneficial owner will be entitled to receive only the fair value of his, hers or its shares of Figma capital stock (together with interest, if any), determined in any such appraisal proceeding, which value could be more or less than, or the same as, the consideration for his, her or its shares of Figma capital stock provided for in the merger agreement.

Within 120 days after the effective date of the first merger, but not thereafter, either the surviving company or any record holder or beneficial owner of shares of Figma capital stock who has made an appraisal demand, otherwise complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Figma capital stock held by all persons entitled to appraisal. Upon the filing of such a petition by a Figma stockholder or beneficial owner, service of a copy of such petition will be made upon the surviving company. Adobe has no present intent to cause Figma to file such a petition and has no obligation to cause such a petition to be filed, and Figma stockholders and beneficial owners should not assume that the surviving company will file a petition or initiate any negotiations with respect to the fair value of Figma capital stock. Accordingly, it is the obligation of the record holders and beneficial owners of shares of Figma capital stock who have made an appraisal demand to initiate all necessary action to perfect their appraisal rights in respect of such shares of within the time prescribed in Section 262 of the DGCL, and the failure of a Figma stockholder or beneficial owner to file such a petition within the period specified could nullify his, her or its previous written demand for appraisal. In addition, within 120 days after the effective date of the first merger, any Figma stockholder or beneficial owner who has properly filed a written demand for appraisal, who did not submit a written consent adopting the merger agreement and has otherwise complied with the applicable requirements set forth in Section 262 of the DGCL, upon request given in writing, will be entitled to receive from the surviving company, a statement setting forth the aggregate number of shares of Figma capital stock for which a written consent adopting the merger agreement was not submitted and with respect to which demands for appraisal have been received, and the aggregate number of stockholders or beneficial owners holding or owning such shares (for purposes of which the record holder of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The statement must be given within 10 days after such request has been received by the surviving company or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

After determination of the Figma stockholders and beneficial owners entitled to appraisal of their shares of Figma capital stock, the Delaware Court of Chancery will appraise the shares of Figma capital stock, determining their fair value as of the first merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the transaction, together with interest, if any, to be paid upon the amount determined to be the “fair value” in an appraisal proceeding. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value to the persons entitled thereto upon such terms and conditions as the Court may order. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the first merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the first merger and the date of payment of the judgment. Notwithstanding the foregoing, at any time before the entry of judgment in the proceedings, the surviving company may pay to each person entitled to appraisal an amount in cash, which is referred to as a voluntary cash payment, in which case any such interest shall accrue after the time of such payment only upon the sum of (1) the difference, if any, between the amount so paid by the surviving company and the fair value of the shares of Figma capital stock as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. The surviving company is under no obligation to make such voluntary cash payment before such entry of judgment.

No representation is made as to the outcome of the appraisal of fair value as determined by the Court and Figma stockholders and beneficial owners should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration provided for in the merger agreement. Moreover, neither Figma nor Adobe anticipates offering more than the consideration to any stockholder exercising appraisal rights, and Figma and Adobe reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Figma capital stock is less than the consideration provided for in the merger agreement in respect of such share.

In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the Court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger and that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that

“elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties by the Delaware Court of Chancery, as it deems equitable in the circumstances. Each Figma stockholder and beneficial owner seeking appraisal is responsible for his, her or its attorneys’ and expert witness expenses; although, upon the application of any person whose name appears on the verified list filed by the surviving company who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery could order all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Figma capital stock entitled to appraisal not dismissed as to the proceedings or dismissed subject to such an award pursuant to a reservation of jurisdiction.

Any Figma stockholder or beneficial owner who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the first merger, be entitled to vote or deliver written consent for shares of Figma capital stock subject to that demand for any purpose or to receive payments of dividends or any other distributions with respect to those shares of Figma capital stock, other than with respect to payments as of a record date prior to the first merger. However, if no petition for appraisal is filed within 120 days after the effective date of the first merger, or if a Figma stockholder or beneficial owner otherwise fails to perfect his, her or its appraisal rights, successfully withdraws his, her or its demand for appraisal or loses his, her or its right to appraisal, then the right of that Figma stockholder or beneficial owner to appraisal will cease and that Figma stockholder or beneficial owner will only be entitled to receive the consideration for his, her or its shares of Figma capital stock pursuant to the merger agreement, without interest.

Section 2115 of the California Corporations Code (the “CCC”) makes certain provisions of the CCC, including Chapter 13 of the CCC, applicable to a foreign corporation with substantial ties to the State of California, irrespective of the corporation’s state of incorporation. Section 2115 generally applies to a foreign corporation if (1) more than half of its business is conducted in California, based on certain property, payroll and sales factors (as defined in Sections 25129, 25132, and 25134 of the California Revenue and Taxation Code), and (2) more than half of its outstanding voting shares are held of record by persons with addresses in California appearing on the books of the corporation on the record date for the latest meeting of stockholders held during its latest full income year or, if no meeting was held during that year, on the last day of the latest full income year. If and to the extent Chapter 13 of the CCC is required to apply to the first merger by virtue of Section 2115 of the CCC, Figma stockholders who do not consent in writing to the adoption of the merger agreement may, by complying with Sections 1300 through 1313 of the CCC, be entitled to dissenters’ rights as described therein and receive cash for the fair market value of their Figma capital stock. The record holders of the shares of Figma capital stock that are eligible to, and do, exercise their dissenters’ rights with respect to the transaction are referred to in this section as “dissenting stockholders,” and the shares with respect to which they exercise dissenters’ rights are referred to in this section as “dissenting shares.”

This section is intended only as a brief summary of the material provisions of the California statutory procedures that a Figma stockholder must follow in order to seek and perfect dissenters’ rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to dissenters’ rights under the CCC, and is qualified in its entirety by reference to Sections 1300 through 1313 of the CCC, the full text of which are attached as Annex E to this consent solicitation statement/prospectus and incorporated by reference herein. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that Figma stockholders exercise their dissenters’ rights under Chapter 13 of the CCC, if Chapter 13 of the CCC is deemed applicable to the first merger. Annex E should be reviewed carefully by any Figma stockholder who wishes to exercise dissenters’ rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the statute will result in the loss of dissenters’ rights.

Pursuant to Sections 1300 through 1313 of the CCC, holders of dissenting shares may require Figma to repurchase their dissenting shares at a price equal to the fair market value of such shares determined as of the day of, and immediately prior to, the first announcement of the terms of the transaction, excluding any appreciation or depreciation as a consequence of the transaction, but adjusted for any stock split, reverse stock split or stock dividend that becomes effective thereafter.

Within 10 days following approval of the adoption of the merger agreement by Figma stockholders, Figma is required to mail a dissenters’ notice to each holder of Figma capital stock who did not vote in favor of the adoption of the merger agreement. The dissenters’ notice must contain the following:

Within 30 days after the date on which the notice of the approval of the first merger is mailed to dissenting stockholders, a dissenting stockholder must:

If Figma and a dissenting stockholder agree upon the price to be paid for the dissenting shares and agree that such shares are dissenting shares, then the agreed price is required by law to be paid (with interest thereon at the legal rate on judgments from the date of the agreement) to the dissenting stockholder within the later of 30 days after the date of such agreement or 30 days after any statutory or contractual conditions to the completion of the mergers are satisfied, in each case, subject to the surrender of Figma stock certificates representing the dissenting shares, unless provided otherwise by agreement.

In determining the fair market value of the dissenting shares, the court may appoint one or more impartial appraisers to make the determination. Within a time fixed by the court, the appraiser, or a majority of them, will make and file a report with the office of the clerk of the court. If a majority of the appraisers appointed fail to make and file a report within 10 days from the date of their appointment or within such further time as may be allowed by the court or the report is not confirmed by the court, the court shall determine the fair market value of the dissenting shares. The costs of the appraisal action, including reasonable compensation to the appraisers appointed by the court, will be allocated between Figma and dissenting stockholder(s) as the court deems equitable. However, if the appraisal of the fair market value of the dissenting shares exceeds the price offered by Figma in the notice of approval, then Figma will pay the costs. If the fair market value of the dissenting shares awarded by the court exceeds 125% of the price offered by Figma, then the court may in its discretion impose additional costs on Figma, including attorneys’ fees, fees of expert witnesses and interest.

Figma stockholders considering whether to exercise dissenters’ rights should consider that the fair market value of their shares of Figma capital stock determined under Chapter 13 of the CCC could be more or less than, or the same as, the value of the consideration provided in the merger agreement in respect thereof. In addition, Figma and Adobe reserve the right to assert, in any appraisal proceeding, that Chapter 13 of the CCC is not applicable to the first merger and/or that, for purposes of Chapter 13 of the CCC, the “fair value” of a share of Figma capital stock is less than the consideration provided for in the merger agreement in respect thereof.

Figma stockholders should be aware that Chapter 13 of the CCC provides, among other things, that a dissenting stockholder may not withdraw the demand for payment of the fair market value of dissenting shares unless the corporation consents to such request for withdrawal.

The consolidated financial statements of Adobe Inc. as of December 3, 2021 and November 27, 2020, and for each of the years in the three-year fiscal period ended December 3, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as of December 3, 2021 have been incorporated by reference in this consent solicitation statement/prospectus in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon on the authority of said firm as experts in auditing and accounting.

The validity of shares of Adobe common stock to be issued in the transaction will be passed upon for Adobe by Wachtell, Lipton, Rosen & Katz.

The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Adobe, who file electronically with the SEC. The address of that site is www.sec.gov.

You may also consult Adobe’s website for more information concerning the transaction described in this consent solicitation statement/prospectus. Adobe’s website is www.adobe.com. The information contained on the websites of Adobe and the SEC (except for the filings expressly set forth below) is expressly not incorporated by reference into this consent solicitation statement/prospectus.

Adobe has filed with the SEC a registration statement on Form S-4 of which this consent solicitation statement/prospectus forms a part with respect to the Adobe common stock to be issued in the transaction. This consent solicitation statement/prospectus constitutes the prospectus of Adobe filed as part of the registration statement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Adobe common stock. The rules and regulations of the SEC allow Adobe to omit certain information included in the registration statement from this consent solicitation statement/prospectus.

In addition, the SEC allows Adobe to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this consent solicitation statement/prospectus, except for any information that is superseded or updated by information included directly in this consent solicitation statement/prospectus. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this consent solicitation statement/prospectus as to the contents of any contract or other documents referred to in this consent solicitation statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement.

This consent solicitation statement/prospectus incorporates by reference the documents listed below that Adobe has previously filed or will file with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K or any related exhibits that is not deemed “filed” for purposes of the Exchange Act). They contain important information about Adobe, its financial condition and other matters. The documents listed below are being mailed to each Figma stockholder of record together with this consent solicitation statement/prospectus.

In addition, Adobe incorporates by reference any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K or any related exhibits, that is not deemed “filed” for purposes of the Exchange Act) after the date of this consent solicitation statement/prospectus and until the date that the offering of Adobe common stock is terminated. Such documents are considered to be a part of this consent solicitation statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct. However, some documents or information, such as that called for by Item 2.02 and Item 7.01 of a Current Report on Form 8-K, or the exhibits related thereto under Item 9.01 of a Current Report on Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents or that information is deemed to be incorporated by reference into this consent solicitation statement/prospectus. Additionally, except as expressly stated with

respect to the filings expressly set forth above, to the extent this consent solicitation statement/prospectus contains references to Adobe’s website, the information on that website does not constitute a part of, and is not incorporated by reference into, this consent solicitation statement/prospectus.

You may obtain any of the documents incorporated by reference through Adobe or the SEC. Documents incorporated by reference are available from Adobe without charge, excluding any exhibits to them unless such exhibits have been specifically incorporated by reference in this consent solicitation statement/prospectus. You may obtain documents incorporated by reference in this consent solicitation statement/prospectus free of charge through the SEC’s website or from Adobe by contacting our Investor Relations department by calling (408) 536-4700, by writing to Investor Relations, Adobe Inc., 345 Park Avenue, San Jose, California 95110-2704 or by sending an email to adobe@kpcorp.com. To ensure timely delivery of the documents, you must make your request no later than [  ], 2023.

You should rely only on the information contained or incorporated by reference in this consent solicitation statement/prospectus. Neither Adobe nor Figma has authorized anyone to give any information or make any representation about the transaction, Adobe or Figma that is different from, or in addition to, that contained in this consent solicitation statement/prospectus or in any of the materials that Adobe has incorporated by reference into this consent solicitation statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this consent solicitation statement/prospectus speaks only as of the date of this consent solicitation statement/prospectus unless the information specifically indicates that another date applies. Neither the mailing of this consent solicitation statement/prospectus to Figma stockholders, nor the issuance by Adobe of Adobe common stock pursuant to the transaction, will create any implication to the contrary.