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

The offer’s price condition would leave tendering holders receiving less than the market price unless Tutanota waives it.

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AUSTIN, Texas--(BUSINESS WIRE)--

CrowdStrike Holdings, Inc. (NASDAQ: CRWD) today announced that it has received notice of an unsolicited mini-tender offer by Tutanota LLC, a limited liability company established pursuant to the laws of the Island of Nevis (“Tutanota”) to purchase up to 500,000 shares of CrowdStrike common stock at a price of $260.00 per share in cash. The offer price of $260.00 per share is conditioned on, among other things, the closing price per share of CrowdStrike common stock exceeding $260.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, CrowdStrike stockholders who tender their shares in the offer will receive a below-market price. The offer states that as of the date of the offer, Tutanota expects to extend the offer until the market price of CrowdStrike’s common stock exceeds the offer price. The offer is for less than 0.05% of the shares of CrowdStrike common stock outstanding as of the offer date.

CrowdStrike recommends that stockholders do not tender their shares in response to Tutanota’s offer because the offer requires that the closing stock price for CrowdStrike’s common stock exceed the offer price, and it is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. Under the terms of the offer, Tutanota can extend the offer and delay payment beyond the expiration date of the offer, currently scheduled for 5:00 p.m., New York City time, on Monday, October 19, 2026. The offer states that Tutanota intends to extend the offer until CrowdStrike’s stock price exceeds $260.00 per share. Per the terms of the offer, any stockholders who tender (or have already tendered) their shares can withdraw them prior to the expiration of the offer, currently scheduled for October 19, 2026, in accordance with the offering documents.

CrowdStrike does not endorse Tutanota’s unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer or its offer documentation.

Tutanota has made many similar mini-tender offers for shares of other companies. A mini-tender offer is an offer that would result in the bidder holding not more than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC”) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s Tips for Investors regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

CrowdStrike urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Tutanota’s offer. CrowdStrike recommends that stockholders who have not responded to Tutanota’s offer take no action.

CrowdStrike encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.

CrowdStrike requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer related to shares of CrowdStrike common stock.

About CrowdStrike

CrowdStrike (NASDAQ: CRWD), a global cybersecurity leader, has redefined modern security with the world’s most advanced cloud-native platform for protecting critical areas of enterprise risk – endpoints and cloud workloads, identity and data.

Powered by the CrowdStrike Security Cloud and world-class AI, the CrowdStrike Falcon® platform leverages real-time indicators of attack, threat intelligence, evolving adversary tradecraft and enriched telemetry from across the enterprise to deliver hyper-accurate detections, automated protection and remediation, elite threat hunting and prioritized observability of vulnerabilities.

Purpose-built in the cloud with a single lightweight-agent architecture, the Falcon platform delivers rapid and scalable deployment, superior protection and performance, reduced complexity and immediate time-to-value.

CrowdStrike: We stop breaches.

For more information, please visit: ir.crowdstrike.com

© 2026 CrowdStrike, Inc. All rights reserved. CrowdStrike and CrowdStrike Falcon are marks owned by CrowdStrike, Inc. and are registered in the United States and other countries. CrowdStrike owns other trademarks and service marks and may use the brands of third parties to identify their products and services.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261009100548/en/

Investor Relations Contact
CrowdStrike Holdings, Inc.
Andrew Nowinski
investors@crowdstrike.com
669-721-0742

Source: CrowdStrike Holdings, Inc.

Key Terms

mini-tender offer regulatory

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.