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ADOBE INC.

For the period ended Jan 26, 2026. Filed Jan 27, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jan 26, 2026 · Filed Jan 27, 2026

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ADBE$239.30-2.9%Stored close · as of Nov 6, 2026
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(e) 2026 Performance Share Program

On January 26, 2026, the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Adobe Inc. (the “Company” or “Adobe”) approved the 2026 Performance Share Program (the “Program”) under the terms of the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Plan”), and granted awards of performance shares (“Performance Shares”) thereunder to members of the Company’s executive management team. The Committee established the Program to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding Company performance, and enhance the ability of the Company to attract and retain highly talented individuals.

Under the Program, shares of Adobe’s common stock may be earned based on the achievement of both (i) a relative total stockholder return (“rTSR”) goal (the “Relative TSR Goal”) measured over a three-year performance period comprised of calendar years 2026-2028 and (ii) a Net New Sales goal (the ‘‘Net New Sales Goal”) determined and measured over three one-year periods comprised of Adobe’s fiscal years 2026-2028. Each performance goal is weighted 50% and achievement of each performance goal is determined independently of the other. Eligible participants can earn between 0% and 200% (the payout cap under the Program) of their target number of Performance Shares.

Achievement of the Relative TSR Goal is based on the rTSR of Adobe’s common stock during the performance period compared to that of companies that comprise the NASDAQ-100 Index as of January 1, 2026 (the “Index Companies”). Generally, the rTSR of Adobe and each Index Company will first be measured as the 90-calendar day average closing sales price ending on, and including, December 31, 2025 and then compared with the 90-calendar day average closing sales price for the period ending on, and including, December 31, 2028. No shares will be earned under the Relative TSR Goal if Adobe’s rTSR performance ranks below the 25th percentile for the performance period. Additionally, regardless of Adobe’s relative position with respect to the Index Companies at the end of the performance period, the award with respect to the Relative TSR Goal will be capped at 100% of target if Adobe has a negative absolute total stockholder return over the performance period. The Committee will certify actual achievement of the Relative TSR Goal following completion of the performance period for the Relative TSR Goal.

Achievement of the Net New Sales Goal is based on total Adobe ending annualized recurring revenue growth compared against a pre-determined target approved by the Committee at the beginning of each fiscal year. The Net New Sales Goal will be separately determined by the Committee for each fiscal year in the performance period, and the level of achievement of each goal will be certified by the Committee following the applicable fiscal year. However, no amount earned with respect to a completed fiscal year under the Net New Sales Goal will vest until the later of (a) January 24, 2029 and (b) the final certification date that occurs at the end of all performance periods for the Program (such later date, the “Vesting Date”). The calculation of the achievement of the Net New Sales Goal for each fiscal year will be adjusted to exclude the effect of material mergers and acquisitions and foreign currency exchange rate fluctuations. In connection with approval of the Program, the Committee (i) approved the payout schedule for the Net New Sales Goal for fiscal year 2026, which identifies the percentage of target shares payable based on achievement of the Net New Sales Goal for fiscal year 2026 (the “2026 Payout Schedule”) and (ii) amended the 2024 Performance Share Program and the 2025 Performance Share Program to provide that the Net New Sales Goal under the Program similarly applies to fiscal year 2026 under the 2024 Performance Share Program and fiscal years 2026 and 2027 under the 2025 Performance Share Program. The 2026 Payout Schedule under the Program also applies to fiscal year 2026 under each of the 2024 Performance Share Program and the 2025 Performance Share Program.

All earned Performance Shares under the Program will vest in a single installment on the Vesting Date. Vesting is subject to a participant’s continued service to Adobe (or an affiliate) through the Vesting Date, subject to specific exceptions in the event of a change of control or termination by reason of death or disability. Accordingly, the Performance Shares align our executives’ interests with those of our stockholders, while serving as a key retention mechanism over the long term.

The target and maximum awards for the Performance Shares granted by the Committee to the Company’s principal executive officer, the principal financial officer and the other named executive officers* on January 26, 2026 are set forth below.

OfficerTitleTargetAward**MaximumAward
Shantanu NarayenChair and Chief Executive Officer106,672213,344
Daniel DurnChief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations27,63155,262
Anil ChakravarthyPresident, Customer Experience Orchestration Business42,20084,400
David WadhwaniPresident, Creativity and Productivity Business42,20084,400
  • For purposes of this filing, the term “other named executive officers” refers to other executive officers who received awards and for whom disclosure pursuant to Item 402(c) of Regulation S-K was required in our most recent filing with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended.

**50% of the target award is allocated to each of the Relative TSR Goal and the Net New Sales Goal.

A participant may receive less than his or her target award, and in no event may the number of shares actually earned by a participant exceed his or her maximum award. Any shares issued under the Program are subject to recoupment in accordance with the Company’s clawback policies.

The description of the Program contained herein is a summary of the material terms of the Program, does not purport to be complete, and is qualified in its entirety by reference to the Program under the 2019 Plan previously filed with the SEC. Copies of the Program and the form of 2026 Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with grants under the Program are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The 2024 Performance Share Program and the 2025 Performance Share Program, each as amended as described above, are filed herewith as Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.

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