Adobe (NASDAQ: ADBE) approves retention deal for legal chief

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Adobe Inc. approved a retention letter providing temporary severance protections for Chief Legal Officer Louise Pentland. If her employment is terminated by Adobe without Cause or by her for Good Reason, she is entitled to a lump-sum cash payment equal to 12 months of base salary plus 100% of her target annual bonus, payment of COBRA premiums for up to 12 months, and specified equity vesting acceleration. Certain restricted stock units accelerate 50% if a qualifying termination occurs before July 15, 2027, and portions of other time-based equity awards accelerate if it occurs before January 31, 2027. These protections will sunset 12 months after the new Chief Executive Officer begins employment.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Cash severance multiple: 12 months of base salary Bonus severance: 100% of target annual bonus COBRA coverage period: up to 12 months +3 more

6 metrics

Cash severance multiple 12 months of base salary Lump-sum cash if terminated without Cause or for Good Reason

Bonus severance 100% of target annual bonus Included in lump-sum cash upon qualifying termination

COBRA coverage period up to 12 months COBRA premiums paid following a qualifying termination

RSU acceleration window prior to July 15, 2027 50% of specified RSUs accelerate if termination occurs in this period

Time-based equity acceleration date January 31, 2027 Portion of other time-based equity awards that would vest by this date accelerates

Sunset period after new CEO start 12 months Severance protections end 12 months after new CEO commences employment

Key Terms

Good Reason, COBRA premiums, accelerated vesting, time-based equity award, +1 more

5 terms

Good Reason regulatory

"termination of her employment by the Company without Cause ... or by her for Good Reason"

COBRA premiums regulatory

"payment of COBRA premiums for up to 12 months following termination"

accelerated vesting financial

"if the termination occurs prior to July 15, 2027, accelerated vesting of 50% of certain restricted stock unit awards"

time-based equity award financial

"accelerated vesting of each outstanding time-based equity award (other than the Retention RSUs)"

Retention Letter financial

"approved entering into a form of retention letter (the "Retention Letter") with Louise Pentland"

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Available on EDGAR 07/17/2026 - 04:14 PM Accepted by SEC EDGAR 07/17/2026 - 04:14 PM

FAQ

What executive retention arrangement did Adobe (ADBE) approve for Louise Pentland?

Adobe approved a temporary retention letter granting Louise Pentland defined severance protections upon certain terminations. It provides 12 months of base salary, 100% of target annual bonus, COBRA premiums for up to 12 months, and equity vesting acceleration tied to specific dates.

When do Louise Pentland’s RSUs accelerate under Adobe (ADBE)’s retention letter?

If a qualifying termination occurs before July 15, 2027, 50% of specified restricted stock units accelerate. Additional time-based equity awards accelerate to the extent they would have vested by January 31, 2027, had she remained employed through that date.

What severance cash benefits could Louise Pentland receive at Adobe (ADBE)?

Upon a qualifying termination, she is eligible for a lump-sum cash payment equal to 12 months of base salary plus 100% of her target annual bonus. These amounts are based on her pay in effect at the termination date.

How long will Adobe (ADBE)’s severance protections for Louise Pentland remain in effect?

The severance protections under the retention letter are intended to be temporary and will sunset 12 months after the new Chief Executive Officer starts. After that point, the special protections described in the letter will no longer apply.

What health coverage support does Adobe (ADBE) offer Louise Pentland after a qualifying termination?

Following a qualifying termination, Adobe will pay COBRA premiums for up to 12 months. This extends employer-paid health coverage for a defined period while she transitions after leaving the company under the circumstances described in the retention letter.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 14, 2026

ADOBE INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-15175

77-0019522

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

345 Park Avenue

San Jose, California 95110-2704

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	ADBE	NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2026, the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Adobe Inc. (the “Company” or “Adobe”) approved entering into a form of retention letter (the “Retention Letter”) with Louise Pentland pursuant to which Ms. Pentland will receive the following severance benefits in the event of a termination of her employment by the Company without Cause (other than as a result of death or disability) or by her for Good Reason (each as defined in the Retention Letter): (i) a lump-sum cash payment equal to the sum of (A) 12 months of Ms. Pentland’s base salary in effect as of the termination date and (B) 100% of Ms. Pentland’s target annual bonus for the fiscal year in which the termination occurs; (ii) payment of COBRA premiums for up to 12 months following termination; (iii) if the termination occurs prior to July 15, 2027, accelerated vesting of 50% of certain restricted stock unit awards granted to Ms. Pentland (as described and defined in the Retention Letter, the Retention RSUs); and (iv) if the termination occurs prior to January 31, 2027, accelerated vesting of each outstanding time-based equity award (other than the Retention RSUs) as to the portion that would have vested had Ms. Pentland remained employed through January 31, 2027. Ms. Pentland’s receipt of severance benefits is conditioned upon, among other things, the execution and non-revocation of a release of claims.

The severance protections set forth in the Retention Letter are designed to be temporary in nature and will sunset 12 months following the date the new Chief Executive Officer commences employment with the Company, at which point these protections will no longer be in effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADOBE INC.

Date: July 17, 2026

By:

/s/ LOUISE PENTLAND

Louise Pentland

Chief Legal Officer and Executive Vice President, Legal and Government Relations

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents