UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☒	Soliciting Material under §240.14a-12

RED HAT, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

The following were posted on Red Hat, Inc.’s social media accounts:

Red Hat 323,874 followers 2h [NEWS] IBM to acquire Red Hat and become the world’s leading hybrid cloud provider. Get the details: https://red.ht/2Q1wQzc https://red.ht/2PugTVa
redhat. IBM 303 Likes 29 Comments Like Comment Share Red Hat 323,874 followers lh The biggest part of the news is that IBM is committed to keeping the things that have made us Red Hat and that have made us successful over the years, always thinking about the customer and supporting the community as the innova ...see more redhat. IBM 120 Likes 6 Comments Like Comment Share

Red Hat 323,874 followers lh Jim Whitehurst explains why IBM is acquiring Red Hat: for its amazing people, incredibly special culture and approach to making better software. Read more on the blog. https://red.ht/2CLZznZ https://red.ht/2PugTVa redhat. IBM “Powered by IBM, we can dramatically scale and accelerate what we are doing today.” - Jim Whitehurst president and CEO, Red Hat 50 Likes 1 Comment Like Comment Share
Red Hat, Inc. @RedHat [NEWS] @IBM to acquire Red Hat and become the world’s leading #hybridcloud provider. red.ht/2Oegn9c red.ht/2qggW9e redhat. IBM 2:58 PM - 28 Oct 2018 1,027 Retweets 588 Likes 38 1.0k 588

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Red Hat, Inc. @RedHat Today is a banner day for #opensource. Red Hat will be combining forces with @IBM in the largest software transaction in history and it’s an open source company. Read Paul Cormier’s thoughts: red.ht/2RnRx95 red.ht/2qggW9e redhat. IBM 3:17 PM - 28 Oct 2018 249 Retweets 199 Likes 19 249 199
Red Hat, Inc. @RedHat Red Hat will be combining forces with @IBM in what will go down as the largest #software company acquisition of all time to date. @JWhitehurst explains how Red Hat will remain a distinct unit in IBM. red.ht/2JjAGBj red.ht/2qggW9e redhat. IBM “Powered by IBM, we can dramatically scale and accelerate what we are doing today.” - Jim Whitehurst president and CEO, Red Hat 3:05 PM - 28 Oct 2018 552 Retweets 359 Likes 44 552 359

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Red Hat (Default) Published by Leigh Morrison [?] 2 hrs [NEWS] IBM to acquire Red Hat and become the world’s leading hybrid cloud provider. Get the details: https://red.ht/2zdm1mO https://red.ht/2Odbi15 redhat. IBM Get More Likes, Comments and Shares This post is performing better than 95% of other posts on your Page. Boost it to get more great results. 14,327 People Reached 3,779 Engagements 306 39 Comments 285 Shares Like Comment Share
Red Hat (Default) Published by Leigh Morrison [?] 1 hr The biggest part of the news is that IBM is committed to keeping the things that have made us Red Hat and that have made us successful over the years, always thinking about the customer and supporting the community as the innovation platform for our success. Read Paul Cormier’s thoughts: https://red.ht/2qgjnZq https://red.ht/2Odbil5 redhat. IBM. Get More Likes, Comments and Shares This post is performing better than 95% of other posts on your Page. Boost it to get more great results. 1,410 People Reached 303 Engagements 6 Comments 7 Shares Like Comment Share Most Relevant

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Red Hat (Default) Published by Leigh Morrison [?] 1 hr Collaboration, transparency, participation, and meritocracy - these values make us Red Hat and they are not changing as we join forces with IBM. Read more from Jim Whitehurst on the blog: https://red.ht/2yFBegS https://red.ht/2Odbil5 redhat. IBM “Powered by IBM, we can dramatically scale and accelerate what we are doing today.” - Jim Whitehurst president and CEO, Red Hat 1,847 People Reached 290 Engagements 2 Comments 10 Shares Like Comment Share
Red Hat Community Following @redhatopen Importantly, Red Hat is still Red Hat. Our unwavering commitment to #opensource innovation remains unchanged. Read what to expect as Red Hat and @IBM join forces from @JWhitehurst: red.ht/2JjAGBj red.ht/2qggW9e redhat. IBM 4:36 PM - 28 Oct 2018 29 Retweets 28 Likes 6 29 28

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Important Additional Information and Where to Find It

In connection with the proposed merger, Red Hat, Inc. (the “Company”) intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when available), and any and all documents filed by the Company with the SEC, may be obtained for free at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company via the Company’s Investor Relations section of its website at www.redhat.com or by contacting Investor Relations by directing a request to the Company, Attention: Investor Relations, 100 East Davie Street, Raleigh, North Carolina 27601, or by calling (919) 754-3700.

Participants in the Merger Solicitation

This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on June 25, 2018, and its Annual Report on Form 10-K for the fiscal year ended February 28, 2018, which was filed with the SEC on April 26, 2018. These documents may be obtained for free at the SEC’s website at www.sec.gov, and via the Company’s Investor Relations section of its website at www.redhat.com.

Cautionary Statement Regarding Forward-Looking Statements

This document may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed merger or to make any filing or take other action required to consummate such merger in a timely matter or at all. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that: (1) the Company may be unable to obtain stockholder approval as required for the merger; (2) conditions to the closing of the merger, including obtaining required regulatory approvals, may not be satisfied or waived on a timely basis or otherwise; (3) a governmental entity or a regulatory body may prohibit, delay or refuse to grant approval for the consummation of the merger and may require conditions, limitations or restrictions in connection with such approvals that can adversely affect the anticipated benefits of the proposed merger or cause the parties to abandon the proposed merger; (4) the merger may involve unexpected costs, liabilities or delays; (5) the business of the Company may suffer as a result of uncertainty surrounding the merger or the potential adverse changes to business relationships resulting from the proposed merger; (6) legal proceedings may be initiated related to the merger and the outcome of any legal proceedings related to the merger may be adverse to the Company; (7) the Company may be adversely affected by other general industry, economic, business, and/or competitive factors; (8) there may be unforeseen events, changes or other circumstances that could give rise to the termination of the merger agreement or affect the ability to recognize benefits of the merger; (9) risks that the proposed merger may disrupt current plans and operations and present potential difficulties in employee retention as a result of the merger; (10) risks related to diverting management’s attention from the Company’s ongoing business operations; (11) there may be other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all which may affect the Company’s business and the price of the common stock of the Company; and (12) the risks described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K for the fiscal year ended February 28, 2018, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of the Company’s filings with the SEC. Such risks include, without limitation: the effects of competition in the businesses in which the Company operates; the Company’s ability to adapt to a rapidly changing industry and maintain strategic relationships with industry leading companies; and the impacts of security breaches and data loss and our vulnerability to technology infrastructure failures. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, credit rating or liquidity. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the proposed merger. There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

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