10-K – 2026-01-15 – adbe-20251128.htm

ITEM 9A.  CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of November 28, 2025. Based on their evaluation as of November 28, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adobe have been detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of November 28, 2025. In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that, as of November 28, 2025, our internal control over financial reporting is effective based on these criteria.
KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended November 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

ITEM 9B.  OTHER INFORMATION
None.

ITEM 9C.  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 of Form 10-K (other than the information set forth below) will be included under the captions “Director Nominees for Election for a One-Year Term Expiring in 2027”, “Proposal 1 – Election of Directors”, “Corporate Governance Guidelines & Codes of Business Conduct and Ethics”, and “Committees of the Board” in our 2026 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for Adobe’s 2026 Annual Meeting of Stockholders (“2026 Proxy Statement”) and is incorporated herein by reference. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates. 
For biographical information with respect to our executive officers, see the section titled “Executive Officers” in Part I, Item 1 of this report.
Adobe has an insider trading policy governing the purchase, sale and other dispositions of Adobe’s securities that applies to all personnel of Adobe and its subsidiaries, including directors, officers and employees and other covered persons, as well as Adobe itself. Adobe believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of Adobe’s insider trading policy is filed as Exhibit 19.1 to this report.

ITEM 11.  EXECUTIVE COMPENSATION
The information required by this Item 11 of Form 10-K will be included under the captions “Executive Compensation”, “Corporate Governance”, and “Report of the Audit Committee” in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 of Form 10-K will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 of Form 10-K will be included under the captions “Certain Relationships and Related Persons Transactions” and “Director Independence” in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 of Form 10-K will be included under the caption “Principal Accounting Fees and Services” in our 2026 Proxy Statement and is incorporated herein by reference.
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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
1.    Financial Statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

  Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed
Herewith

2.1 Agreement and Plan of Merger, dated as of September 15, 2022, by and among Adobe Inc., Figma, Inc., Saratoga Merger Sub I, Inc., Saratoga Merger Sub II, LLC and Fortis Advisors LLC
8-K 9/15/22 2.1 000-15175

3.1 Restated Certificate of Incorporation of Adobe
8-K 4/26/11 3.3  000-15175

3.2 Certificate of Amendment to Restated Certificate of Adobe
8-K 10/9/18 3.1  000-15175

3.3 Amended and Restated Bylaws
8-K 4/24/25 3.1  000-15175

4.1
Form of Indenture dated as of January 25, 2010 by and between Adobe and Wells Fargo Bank, National Association, as trustee
S-3 2/26/16 4.1  333-209764

4.2
Forms of Global Note for Adobe Inc.’s 1.700% Notes due 2023, 1.900% Notes due 2025, 2.150% Notes due 2027, and 2.300% Notes due 2030, together with an Officer’s Certificate setting forth the terms of the Notes
8-K 2/3/20 4.1  000-15175

4.3
Form of Global Note for Adobe’s 3.250% Notes due 2025, together with Form of Officer’s Certificate setting forth the terms of the Note
8-K 1/26/15 4.1  000-15175

4.4
Forms of Global Note for Adobe Inc. ’ s 4.850% Notes due 2027, 4.800% Notes due 2029, and 4.950% Notes due 2034, together with an Officer’s Certificate setting forth the terms of the Notes
8-K
4/4/24 4.1 000-15175

4.5
Indenture, dated January 17, 2025, between Adobe Inc. and Computershare Trust Company, N.A., as trustee
8-K
1/17/25 4.1  000-15175

4.6
Forms of Global Note for Adobe Inc.’s 4.750% Notes due 2028, 4.950% Notes due 2030, and 5.300% Notes due 2035, together with an Officer’s Certificate setting forth the terms of the Notes
8-K
1/17/25 4.2  000-15175

4.7
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K
X

10.1 2020 Employee Stock Purchase Plan, as amended*
10-K 1/15/21 10.1  000-15175

10.2A
2019 Equity Incentive Plan, as amended*
8-K 4/24/25 10.1  000-15175

10.2B
2023 Performance Share Program , as amended and restated *
8-K
1/30/25 10.3  000-15175

10.2C
Form of 2023 Performance Share Award Grant Notice and Award Agreement pursuant to 2023 Performance Share Program*
8-K
1/26/23 10.3  000-15175

10.2D
2024 Performance Share Program , as amended and restated *
8-K 1/30/25 10.4  000-15175

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  Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed
Herewith

10.2E
Form of 2024 Performance Share Award Grant Notice and Award Agreement pursuant to 2024 Performance Share Program *
8-K 1/26/24 10.3  000-15175

10.2F
2 025 Performance Share Program*
8-K
1/30/25 10.1  000-15175

10.2G
Form of 2025 Performance Share Award Grant Notice and Award Agreement pursuant to 2025 Performance Share Program *
8-K
1/30/25 10.2  000-15175

10.2H Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan, as amended*
10-K
1/13/25 10.2H
000-15175

10.2I Form of Non-Employee Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan, as amended*
10-K
1/13/25 10.2I
000-15175

10.3
Retention Agreement between Adobe and Shantanu Narayen, effective December 5, 2014 *
8-K 12/11/14 10.2  000-15175

10.4
Form of Indemnity Agreement*
10-K
1/17/24 10.5  000-15175

10.5A
Adobe Deferred Compensation Plan, as amended and restated*
10-K 1/20/15 10.19  000-15175

10.5B
Amendment No. One to Adobe Deferred Compensation Plan, as amended and restated*
10-K 1/21/20 10.6B 000-15175

10.6
Credit Agreement, dated as of June 30, 2022, among the Company, certain subsidiaries of the Company party thereto, Bank of America, N.A. as Administrative Agent and the other lenders party thereto
8-K 7/1/22 10.1  000-15175

10.7
Adobe Inc. 2023 Executive Severance Plan in the Event of a Change of Control*
8-K 12/13/23 10.1  000-15175

10.8
202 5 Executive Annual Incentive Plan*
8-K
1/30/25 10.5 000-15175

10.9
2025 and 2026 Non-Employee Director Compensation Policy *
10-K
1/13/25 10.1 000-15175

10.10
Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto.
8-K 9/14/23 10.1 000-15175

10.11
Termination Agreement, dated as of December 17, 2023, by and among Adobe Inc., Saratoga Merger Sub I, Inc., Saratoga Merger Sub II, LLC and Figma, Inc.
8-K 12/18/23 10.1 000-15175

19.1
Adobe Inc. Insider Trading Policy
X

21.1
Subsidiaries of the Registrant
X

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP
X

24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
X

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  Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Filed
Herewith

31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
      X

31.2 Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
      X

32.1 Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†
      X

32.2 Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†
      X

97
Adobe Inc. Incentive Compensation Recovery Policy *
10-K
1/17/24 97 000-15175

101.INS Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.       X

101.SCH Inline XBRL Taxonomy Extension Schema       X

101.CAL Inline XBRL Taxonomy Extension Calculation       X

101.LAB Inline XBRL Taxonomy Extension Labels       X

101.PRE Inline XBRL Taxonomy Extension Presentation       X

101.DEF Inline XBRL Taxonomy Extension Definition X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________________

* Management contract or compensatory plan or arrangement. 

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  ADOBE INC.
   
  By: /s/ DANIEL DURN
    Daniel Durn
    Chief Financial Officer and

    Executive Vice President, Finance,

Technology, Security and Operations

    (Principal Financial Officer)

Date: January 15, 2026

POWER OF ATTORNEY  
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and Daniel Durn, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ SHANTANU NARAYEN January 15, 2026
Shantanu Narayen Chair of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)

/s/ DANIEL DURN January 15, 2026
Daniel Durn Chief Financial Officer and
Executive Vice President, Finance,
Technology, Security and Operations
(Principal Financial Officer)

/s/ JILLIAN FORUSZ
January 15, 2026
Jillian Forusz
Senior Vice President,
Chief Accounting Officer and
Corporate Controller
(Principal Accounting Officer)

/s/ FRANK CALDERONI January 15, 2026
Frank Calderoni Director

/s/ CRISTIANO AMON
January 15, 2026
Cristiano Amon
Director

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Signature Title Date

/s/ AMY BANSE January 15, 2026
Amy Banse Director

/s/ MELANIE BOULDEN January 15, 2026
Melanie Boulden Director

/s/ LAURA DESMOND January 15, 2026
Laura Desmond Director

/s/ SPENCER NEUMANN January 15, 2026
Spencer Neumann Director

/s/ KATHLEEN OBERG January 15, 2026
Kathleen Oberg Director

/s/ DHEERAJ PANDEY January 15, 2026
Dheeraj Pandey Director

/s/ DAVID RICKS January 15, 2026
David Ricks Director

/s/ DAN ROSENSWEIG January 15, 2026
Dan Rosensweig Director

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