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ADOBE INC.

For the period ended Apr 15, 2026. Filed Feb 27, 2026.

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Apr 15, 2026 · Filed Feb 27, 2026

ADBE$239.30-2.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant x
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))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under §240.14a-12
Adobe 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 all boxes that apply):
xNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Wednesday, April 15, 2026

9:00 a.m. Pacific Time

www.virtualshareholdermeeting.com/ADBE2026

To our stockholders, customers, employees, and partners,

As a global technology leader, Adobe’s mission is to empower everyone to create. We build innovative platforms and tools that unleash creativity, productivity and personalized customer experiences. For over four decades, our innovations have transformed how billions of people around the world engage across all types of media, starting with the first creative spark, to the creation and development of all content and media to the personalized delivery across every channel.

Artificial Intelligence (“AI”) is driving a massive transformation across every facet of digital experience, reshaping how people create, connect, work and are entertained. Adobe is a leader in this transformation. We are executing on our customer-focused strategy to anticipate and serve the needs of large and expanding audiences: Business Professionals & Consumers, Creators & Creative Professionals, and Marketing Professionals as they navigate this exciting new era.

A TRANSFORMATIVE 2025

While technology transformations can be disruptive, Adobe has a proven track record of reinventing ourselves, consistently demonstrating our ability to emerge stronger.

AI represents a profound platform shift for the technology industry and a redefinition of how software creates value. At Adobe, we see this moment as an extension of our long-standing strategy to innovate at the intersection of creativity and technology. Our differentiated foundation—decades of proprietary data, world-class applications, purpose-built models, trusted partnerships, and deep enterprise relationships—positions us to lead. By combining intelligence at the application layer with orchestration, governance, and decisioning across workflows, we are

embedding AI into the systems our customers depend on to create, communicate, and drive growth.

While generative AI has accelerated content creation, the next wave—agentic AI—will enable outcome-driven workflows across the enterprise. Customers require more than speed; they require precision, brand governance, and seamless integration. Adobe’s end-to-end platforms are uniquely designed to meet these needs at scale.

We have infused AI across our portfolio to deliver incredible innovation with deep customer understanding. As a result, we are expanding access to creativity, increasing customer productivity, strengthening engagement, and reinforcing our long-term growth strategy. We believe AI will serve as a catalyst for sustained innovation and value creation for our customers, partners, and stockholders.

During fiscal 2025, we focused on delivering innovative, AI-driven platforms and tools to our three key customer audiences. We achieved record revenue of $23.77 billion, representing 11% year-over-year growth. GAAP diluted earnings per share for the year was $16.70, growing 35% year over year. Our Digital Media business achieved revenue of $17.65 billion, growing 11% year over year. Our Digital Experience business achieved revenue of $5.86 billion, growing 9% year over year. Digital Experience subscription revenue was $5.41 billion, growing 11% year over year. We executed record share repurchases totaling nearly $12 billion, reducing our shares outstanding by over 6% during the year, underscoring our confidence in the company's long-term opportunity and continued commitment to delivering stockholder value.

The key performance metric we use to evaluate the health of our total book of business and progress against our customer-focused strategy is Total Adobe Annualized Recurring Revenue (“ARR”), which grew to $25.20 billion exiting fiscal 2025. As we execute our long-term growth initiatives and customer-focused strategy, we aim to drive the entire book of business with AI-influenced solutions.

2026 Letter to Stockholders

Exiting fiscal 2025, total AI-influenced ARR exceeded one-third of our overall book of business, demonstrating our success in integrating AI deeply into our solutions and continuing to launch new AI-first offerings.

AI Leadership

Adobe has always led through times of change to better serve our customers, expand into new markets and deliver the best of Adobe to our stakeholders. Adobe’s AI leadership builds on our expertise across core creative categories like imaging, design, illustration and video as well as digital documents and digital experiences. We’re innovating and building partnerships across all four layers of the AI technology stack spanning data, models, agents and interfaces. We’re establishing ourselves within leading AI ecosystems through partnerships and integrations across AWS, Google Gemini, HUMAIN, Microsoft Azure, NVIDIA, OpenAI and others, offering unprecedented access, choice and flexibility to customers. We’re addressing customers’ needs for a holistic approach to productivity, creativity and marketing by integrating AI natively across our leading applications, embedding purpose-built agents across our portfolio, providing an unprecedented choice of models and harnessing our highly differentiated data assets, to deliver comprehensive and easy-to-use solutions.

Adobe is advancing the responsible use of technology to build trust with our customers and communities. Our AI ethics principles are designed to ensure that our innovations are developed and deployed responsibly. We are combating misinformation and promoting transparency in digital content through the Content Authenticity Initiative which has grown to over 5,500 members, including major players in software, hardware, media, NGOs, and education sectors.

STRATEGIC PRIORITIES

The creative opportunity is expanding across audiences with AI as an accelerant. It is opening the content floodgates, tapping into everyone's imagination and significantly expanding the number of creative assets being created, edited, integrated and delivered. As creativity and digital experiences become more integral to how people communicate, work, and engage, we recognize the importance of tailoring our solutions to address the unique needs of three customer audiences. Embracing this customer-centric strategy, we are driving innovation to deliver more personalized, impactful solutions that align with our customers’ specific goals, and simplifying our offerings to ensure that every customer can unlock their full creative potential in the era of AI-powered digital transformation.

Business Professionals & Consumers

Business professionals and consumers are navigating a world inundated with data and information, seeking tools to uncover insights, streamline workflows and collaborate and communicate more effectively. Adobe is empowering them

to stand out through creativity and productivity with AI-driven quick and easy applications. We’re enabling them to comprehend, collaborate and create seamlessly through the power of conversational experiences and generative designs.

Adobe Acrobat Studio and Adobe Express provide billions of users with the ability to be more productive and create standout content that helps promote their ideas, passions and business objectives. Acrobat Studio is revolutionizing document productivity by bringing together AI, collaboration and creation in a unified offering. With the conversational capabilities of Acrobat AI Assistant, users can summarize, extract insights, and create compelling documents with ease. Adobe Express, our quick and easy all-in-one creativity app, has become a cornerstone for business professionals, consumers, and small businesses. With features like Firefly-powered generative AI, brand controls, and seamless integration with Acrobat, Express enables users to create standout content across formats and platforms. New AI Assistant (beta) in Adobe Express unlocks creativity for all by combining conversational creation and editing, contextual understanding of design elements and easy-to-use tools so everyone can move from concept to content in minutes. The integration of Express features into Acrobat allows users to enhance PDFs with AI-generated visuals, infographics, and animations, transforming documents into dynamic storytelling tools.

Creators & Creative Professionals

Creators and creative professionals are at the heart of Adobe’s mission. As demand for content accelerates, we are focused on making creativity more accessible, intelligent, and impactful. We’re delivering AI-driven power and precision so creators of all skill levels can easily bring their creative visions to life across any media type and surface.

Adobe Creative Cloud continues to empower creators as they aspire to tell richer stories more efficiently with higher quality and more engaging content. Adobe Firefly is the go-to destination for creators’ workflows, supporting their end-to-end, ideation-to-creation process. We expanded Firefly to become the only app with our own commercially safe models and over 25 leading partner models, including Google, OpenAI, Black Forest Labs, Luma, Runway, Topaz Labs and ElevenLabs, offering customers unparalleled choice and flexibility to use the best model for their needs. Firefly’s integration across Creative Cloud applications like Photoshop, Illustrator, Premiere, and After Effects has transformed workflows, enabling creators to ideate, produce, and monetize content faster than ever before.

We continue to advance automated content production with Firefly Services that include video resizing, video reframing, image composition, image harmonization, digital-twin generation and more. We also launched Adobe Firefly Foundry, which provides businesses with private, deeply-tuned AI models across image, video, audio, vector and 3D—securely trained on their proprietary, branded content. Interest in Firefly Foundry has been strong from enterprise

2026 Letter to Stockholders

marketing teams and media and entertainment companies, where there is increasing desire to produce content faster and more cost-effectively.

Marketing Professionals

Marketing professionals face unprecedented pressure to create compelling content across channels, optimize campaigns, and deliver personalized experiences at scale. Adobe is empowering Marketing Professionals with AI-driven Customer Experience Orchestration to create, deliver and optimize personalized digital experiences. Now marketers can deliver on their customers’ expectations for conversational experiences and optimize engagement around generative search to grow lifetime value and sustain business growth.

Adobe is a leader in the agentic AI era with comprehensive solutions spanning brand visibility, content supply chain, and customer engagement. Our solutions are powered by the Adobe AI platform, purpose built for brand, content, and customer intelligence workflows. Adobe Experience Platform continues to be the foundation for digital customer engagement, bringing together data, content, and journeys through new AI-powered apps and agents to deliver exceptional experiences.

Brand visibility is critical to success in the new agentic web, and Adobe solves customer needs through solutions like Adobe Experience Manager, Adobe Analytics and the newly available Adobe LLM Optimizer. Adobe Brand Concierge is an AI-first application enabling businesses to configure and manage AI agents that guide consumers from exploration to purchase decisions, using immersive and conversational experiences. By uniting data, content and agentic AI in a single experience, Brand Concierge gives businesses ownership of the critical discovery and consideration phase.

Adobe GenStudio integrates creativity, marketing, and AI to tackle inefficiencies in the content supply chain. GenStudio empowers enterprises to plan, create, manage, activate, and measure content in one intelligent workspace, enabling personalization to the individual at global scale. It gives enterprises the ability to connect, activate, and measure all of their content in one intelligent workspace.

VALUES-DRIVEN PURPOSE

Adobe’s commitment to people, purpose, and community have been at the heart of our approach to every technology shift and guides how we lead the next chapter. Our values—Create the Future, Own the Outcome, Raise the Bar, and Be Genuine—steer our innovation, customer and partner engagement, and community impact. We remain deeply committed to fostering an environment where great talent is inspired to do their best work—an inclusive, values-driven culture supported by meaningful investment in learning, growth, and AI readiness. Adobe for All continues to be a powerful expression of who we are, reinforcing a workplace

where every employee feels included, supported, and empowered to make a difference.

Adobe is well positioned to unlock opportunities for people of all ages, backgrounds and skill levels to share their stories, build great careers and make an impact. We believe that when people have the tools, training, and platform to express themselves creatively, communities flourish, careers transform and innovation accelerates. This focus on Creativity for All begins with our people. Around the globe, our teams bring Creativity for All to life through our purpose programs, including the Adobe Digital Academy, Adobe for Nonprofits, and the Adobe Film & TV Fund, which use Adobe tools, employees and resources to create opportunity. Our commitment to digital literacy and creativity in education is reaching over 40 million K-12 students globally, preparing the next generation to succeed in the digital age. Together, these efforts reflect our belief that creativity thrives when people do, and they strengthen the foundation that drives innovation and long-term success for our employees, customers, and stockholders.

Through community programs such as the Adobe Community Fund, our annual employee-driven grantmaking initiative, we invest millions in nonprofits addressing critical local needs in the cities where we live and work. We are advancing environmental sustainability and remain committed to 100% renewable electricity for our sites and net zero by 2050.

We’re proud to continue to be recognized for our exceptional culture and industry leadership including being named to Fortune’s World's Best Workplaces, Forbes’ World's Best Employers, Interbrand’s Best Global Brands, and The Wall Street Journal’s Best-Managed Companies.

LOOKING AHEAD

As we look to 2026 and beyond, I’m confident that our customer-focused growth strategy, strategic priorities, talented employee base and global brand will deliver both continued growth and impact.

Thank you for your continued partnership and support.

Sincerely,

Shantanu NarayenChair & CEOAdobe Inc.

Notice of 2026 Annual Meeting of StockholdersDate & Time:Wednesday, April 15, 20269:00 a.m. Pacific Time
Location:Virtualwww.virtualshareholdermeeting.com/ADBE2026
Record Date:Close of business onFebruary 17, 2026

A list of stockholders entitled to vote at the meeting will be available for review during our regular business hours at our principal executive offices at 345 Park Avenue, San Jose, California 95110 for the ten days prior to the meeting for any purpose related to the meeting.

Items of BusinessBoard Recommendation
1.Elect eleven members of our Board of Directors (the “Board”) named herein to serve for a one-year term.FOR EACH DIRECTOR NOMINEE
2.Approve the 2019 Equity Incentive Plan, as amended, to increase the available share reserve by 12 million shares.FOR
3.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2026.FOR
4.Approve, on an advisory basis, the compensation of our named executive officers.FOR
5-8.Vote on four stockholder proposals, if properly presented at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”).AGAINST

These items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on February 17, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment or postponement thereof.

You may attend the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/ ADBE2026. There is no physical location for the 2026 Annual Meeting. For more information about the 2026 Annual Meeting, please see page 107 of the proxy.

Your vote is important. Please vote as soon as possible. You may vote your shares using the methods below.

Vote in Advance of the MeetingVote Online During the Meeting
:Go to proxyvote.com and enter the 16-digit control number found in your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or proxy card.See “Information about the Meeting, Voting and Proxies – Participating in Our Virtual Annual Meeting” on page 108 for more information.
(Call toll-free 1-800-690-6903.
+Sign, date and return the proxy card or voting instruction form you receive by mail.
By order of the Board of Directors,
February 27, 2026San Jose, CaliforniaLouise PentlandChief Legal Officer and Executive Vice President, Legal and Government Relations and Corporate Secretary

Special Note About Forward-Looking Statements

In addition to historical information, this proxy statement contains “forward-looking statements” within the meaning of applicable securities laws, including statements related to our product development plans and new or enhanced offerings; our business, strategy, artificial intelligence (“AI”) and innovation momentum; our vision, market and AI opportunity and future growth; market and AI trends; strategic investments; customer success and groups; industry positioning; our AI book of business; and our sustainability commitments. In addition, when used in this proxy statement, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks, uncertainties and assumptions based on information available to us as of the date of this proxy statement. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially and adversely from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Adobe’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Undue reliance should not be placed on the forward-looking financial information set forth in this report, which reflects estimates based on information available as of the date of this proxy statement. Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.

No Incorporation By Reference

This proxy statement includes website addresses and references to additional materials and reports found on those websites. These websites, materials and reports are not incorporated by reference herein.

Proxy Statement Summary1
About Adobe2
Fiscal Year 2025 Financial Highlights2
Director Nominees3
Corporate Governance Highlights4
Stockholder Engagement4
Executive Compensation Highlights5
Corporate Governance7
Corporate Governance Framework8
Board Responsibilities and Structure8
The Board’s Role in Risk Oversight8
Board Leadership Structure9
Committees of the Board11
Board Meetings and Attendance14
Director Commitments14
Director Independence15
Certain Relationships and Related Persons Transactions15
Corporate Governance Guidelines & Codes of Business Conduct and Ethics16
Board Evaluation16
Communications with the Board17
Our Directors18
Attributes of Director Nominees19
Considerations in Evaluating Director Nominees20
Director Nominees21
Director Compensation for Fiscal Year 202527
Executive Compensation30
Compensation Discussion and Analysis31
Highlights of Executive Compensation Programs31
Compensation Philosophy and Objectives36
Fiscal Year 2025 Compensation Programs Design36
Fiscal Year 2025 Compensation Decisions and Results43
Other Benefits, Programs and Policies49
Compensation-Setting Governance and Process53
Compensation Risk Assessment55
Accounting and Tax Considerations56
Report of the Executive Compensation Committee58
Summary Compensation Table for Fiscal Years 2025, 2024 and 202359
Grants of Plan-Based Awards in Fiscal Year 202560
Outstanding Equity Awards at Fiscal Year 2025 End63
Option Exercises and Stock Vested in Fiscal Year 202564
Nonqualified Deferred Compensation in Fiscal Year 202565
Change of Control and Severance65
CEO Pay Ratio69
Pay Versus Performance70
Equity Compensation Plan Information74
Security Ownership of Certain Beneficial Owners and Management75
Management Proposals77
Proposal 1—Election of Directors78
Proposal 2—Approval of the Adobe Inc. 2019 Equity Incentive Plan, as amended79
Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm88
Principal Accounting Fees and Services89
Audit Committee Pre-Approval Policy89
Report of the Audit Committee90
Proposal 4—Advisory Vote on Executive Compensation91
Stockholder Proposals93
Stockholder Proposals94
Proposal 5—Stockholder Proposal Regarding Vote on Golden Parachutes96
Proposal 6—Stockholder Proposal Regarding Board Matrix100
Proposal 7—Stockholder Proposal Regarding Report on Civil Liberties in Digital Services102
Proposal 8—Stockholder Proposal Regarding Retirement Plan Climate Risk104
Information about the Meeting, Voting and Proxies107
Date, Time and Place of Meeting108
Quorum for the 2026 Annual Meeting108
Proxy Materials are Available on the Internet108
Participating in Our Virtual Annual Meeting108
Voting109
Reporting of Voting Results111
Householding of Proxy Materials111
Proxy Solicitation Costs111
Stockholder Proposals and Nominations for the Next Annual Meeting112
Annex A—Non-GAAP MeasuresA-1
Annex B—2019 Equity Incentive Plan, as amendedB-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.