Adobe (NASDAQ: ADBE) OKs $25B buyback and expands equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Adobe Inc. reported results of its 2026 annual stockholder meeting and a major new capital return plan. Stockholders approved an amendment to the 2019 Equity Incentive Plan to increase the available share reserve by 12 million shares, supporting future stock-based compensation and incentives.
All eleven director nominees were elected, the amended 2019 Plan was approved, KPMG LLP was ratified as independent auditor for the fiscal year ending November 27, 2026, and an advisory vote approved executive compensation. Stockholders did not approve four stockholder proposals covering golden parachute votes, a board matrix, a civil liberties report, and retirement plan climate risk.
Adobe also announced that its board authorized a new stock repurchase program of up to $25 billion in common stock through April 30, 2030. The company may buy shares on the open market or via structured repurchase agreements, with timing and amount of repurchases determined at Adobe’s discretion.
Positive
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Negative
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Insights
Adobe pairs a very large buyback authorization with more equity incentives.
The board approved a new stock repurchase program authorizing up to $25 billion of common stock repurchases through April 30, 2030. This is a sizable capital allocation tool that, if used, can offset dilution and reduce share count over time.
On the incentive side, stockholders approved an amendment to the 2019 Equity Incentive Plan increasing the share reserve by 12 million shares. That supports continued stock-based compensation and retention, while the buyback authorization is described as designed to minimize dilution from these issuances.
The filing notes that repurchases are discretionary and depend on market conditions, legal requirements, Adobe’s capital needs and alternative uses of cash. Actual impact will hinge on how aggressively management deploys the $25 billion capacity versus other investment priorities over the program’s life.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
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.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan increase: 12 million shares
New repurchase authorization: $25 billion
Say-on-pay vote: 148,837,167 for vs. 144,993,886 against
+3 more
6 metrics
Equity plan increase
12 million shares
Increase to Adobe 2019 Equity Incentive Plan share reserve
New repurchase authorization
$25 billion
Maximum common stock repurchases authorized through April 30, 2030
Say-on-pay vote
148,837,167 for vs. 144,993,886 against
Advisory approval of named executive officer compensation
2019 Plan approval vote
269,926,547 for
Vote to increase share reserve by 12 million shares
Auditor ratification
304,073,299 for
KPMG LLP as independent auditor for fiscal year ending November 27, 2026
Golden parachutes proposal
23,956,990 for vs. 269,589,945 against
Stockholder proposal on vote on golden parachutes not approved
Key Terms
2019 Equity Incentive Plan, stock repurchase program, structured repurchase agreements, broker non-votes, +2 more
6 terms
2019 Equity Incentive Plan financial
"the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan, as amended"
stock repurchase program financial
"our Board of Directors approved a new stock repurchase program granting Adobe authority"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
structured repurchase agreements financial
"we may repurchase shares in the open market and also enter into structured repurchase agreements"
A structured repurchase agreement is a short-term loan in which one party sells securities to another with a promise to buy them back later, but the deal is customized with extra features — for example layers of credit support, staggered repayment terms, or embedded payment options — rather than a plain overnight loan. For investors it matters because those custom elements change the loan’s apparent safety, liquidity and return, and can make valuation and recovery harder if a counterparty runs into trouble; think of a basic IOU that’s been modified with several add-ons like a loan bundled with insurance and timers.
broker non-votes regulatory
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"Ratify the appointment of KPMG LLP as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"this press release contains “forward-looking statements” within the meaning of applicable securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 15, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
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.
(e) Amendment and Restatement of 2019 Equity Incentive Plan
On April 15, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Adobe Inc. (the “Company” or “Adobe”), the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”), to increase the available share reserve by 12 million shares as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Proxy Statement”). The amended 2019 Plan previously had been approved, subject to stockholder approval, by the Company's Executive Compensation Committee of the Board of Directors.
A summary of the 2019 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2019 Plan are qualified in their entirety by reference to the text of the 2019 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on April 15, 2026, the Company’s stockholders approved proposals one through four and did not approve proposals five through eight listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Elect eleven members of the Board, each to serve for a one-year term:
| Votes | Votes | Broker | ||||||||||||||||||||||||
| Name | For | Against | Abstentions | Non-Votes | ||||||||||||||||||||||
| Cristiano Amon | 282,005,411 | 12,079,030 | 434,301 | 41,927,404 | ||||||||||||||||||||||
| Amy Banse | 251,492,697 | 42,599,149 | 426,896 | 41,927,404 | ||||||||||||||||||||||
| Melanie Boulden | 282,311,182 | 11,809,775 | 397,785 | 41,927,404 | ||||||||||||||||||||||
| Frank Calderoni | 260,547,648 | 33,532,812 | 438,282 | 41,927,404 | ||||||||||||||||||||||
| Laura Desmond | 284,342,411 | 9,748,316 | 428,015 | 41,927,404 | ||||||||||||||||||||||
| Shantanu Narayen | 269,218,851 | 24,752,304 | 547,587 | 41,927,404 | ||||||||||||||||||||||
| Spencer Neumann | 291,249,899 | 2,830,574 | 438,269 | 41,927,404 | ||||||||||||||||||||||
| Kathleen Oberg | 288,120,843 | 5,970,573 | 427,326 | 41,927,404 | ||||||||||||||||||||||
| Dheeraj Pandey | 291,705,655 | 2,379,367 | 433,720 | 41,927,404 | ||||||||||||||||||||||
| David Ricks | 280,254,563 | 13,829,972 | 434,207 | 41,927,404 | ||||||||||||||||||||||
| Daniel Rosensweig | 203,314,252 | 90,650,276 | 554,214 | 41,927,404 | ||||||||||||||||||||||
2. Approve the 2019 Plan to increase the available share reserve by 12 million shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 269,926,547 | 23,610,400 | 981,795 | 41,927,404 | |||||||||||||||||
3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2026.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 304,073,299 | 31,540,619 | 832,228 | ||||||||||||
4. Approve, on an advisory basis, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 148,837,167 | 144,993,886 | 687,689 | 41,927,404 | |||||||||||||||||
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5. Vote upon a stockholder proposal regarding a vote on golden parachutes.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 23,956,990 | 269,589,945 | 971,807 | 41,927,404 | |||||||||||||||||
6. Vote upon a stockholder proposal regarding board matrix.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 38,813,057 | 253,504,241 | 2,201,444 | 41,927,404 | |||||||||||||||||
7. Vote upon a stockholder proposal regarding report on civil liberties in digital services.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,501,051 | 290,666,105 | 2,351,586 | 41,927,404 | |||||||||||||||||
8. Vote upon a stockholder proposal regarding retirement plan climate risk.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 26,993,426 | 249,732,648 | 17,792,668 | 41,927,404 | |||||||||||||||||
Item 8.01. Other Events.
On April 21, 2026, Adobe announced that our Board of Directors approved a new stock repurchase program granting Adobe authority to repurchase up to $25 billion in common stock through April 30, 2030. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Under our new stock repurchase program, which is designed to return value to our stockholders, minimize dilution from stock issuances and reduce share count over time, we may repurchase shares in the open market and also enter into structured repurchase agreements with third parties. The new stock repurchase program approved by our Board of Directors is substantially similar to our previous stock repurchase programs.
The actual timing, number and value of shares repurchased under the new authorization will be determined by Adobe in its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, Adobe’s capital needs and whether there is a better alternative use of capital. Adobe has no obligation to repurchase any amount of its common stock under our new stock repurchase program.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |||||||||||
| Exhibit Number | Exhibit Description | ||||||||||
| 10.1 | 2019 Equity Incentive Plan, as amended | ||||||||||
| 99.1 | Press release issued on April 21, 2026 entitled “Adobe Announces New $25 Billion Stock Repurchase Program” | ||||||||||
| 104 | Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADOBE INC. | |||||||||||||||||
Date: April 21, 2026 | By: | /s/ LOUISE PENTLAND | |||||||||||||||
Louise Pentland | |||||||||||||||||
Chief Legal Officer and Executive Vice President, Legal and Government Relations | |||||||||||||||||
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Exhibit 99.1
Investor Relations Contact
Doug Clark
Adobe
ir@adobe.com
Public Relations Contact
Ashley Levine
Adobe
adobepr@adobe.com
FOR IMMEDIATE RELEASE
Adobe Announces New $25 Billion Stock Repurchase Program
SAN JOSE, Calif. – April 21, 2026 – Adobe (Nasdaq:ADBE), the global technology leader that unleashes creativity and productivity for individuals and businesses through innovative platforms and tools, announced that its board of directors has approved a new stock repurchase authorization, granting the company authority to repurchase up to $25 billion in common stock through April 30, 2030. Under the program, which is designed to return value to Adobe’s stockholders, minimize dilution from stock issuances, and reduce share count over time, the company may repurchase shares in the open market and enter into structured repurchase agreements with third parties.
"Our new $25 billion share repurchase authorization is a direct expression of confidence in our robust cash flow and the long-term value we are delivering to investors. Returning meaningful capital to stockholders while continuing to invest aggressively in innovation speaks to the durability of Adobe's business model and strategy to leverage AI to amplify creativity, scale reach and deliver impactful experiences,” said Dan Durn, executive vice president and CFO, Adobe.
Adobe to Host Investor Session at Adobe Summit 2026
Adobe will host its Investor Session with financial analysts and investors on Tuesday, April 21, 2026 at 2:00 p.m. Pacific Time at Adobe Summit in Las Vegas, Nev. Adobe’s executive team will discuss company strategy and the latest product innovations. The event will be streamed live on the Adobe investor relations website: http://www.adobe.com/ADBE. Following the event, a recording and related materials will be available on the site.
Forward-Looking Statements Disclosures
In addition to historical information, this press release contains “forward-looking statements” within the meaning of applicable securities laws, including statements related to Adobe’s stock repurchases, cash flows, use of cash, business momentum and strategy. Each of the forward-looking statements we make in this press release involves risks, uncertainties and assumptions based on information available to us as of the date of this press release. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: failure to innovate effectively and meet customer needs; failure to compete effectively; issues relating to development and use of AI; damage to our reputation or brands; failure to realize the anticipated benefits of acquisitions, investments or other strategic transactions; failure to recruit and retain key personnel; service interruptions or failures in information technology systems by us or third parties; security
incidents; failure to effectively develop, manage and maintain our sales channels or critical third-party business relationships; risks associated with being a multinational corporation and adverse macroeconomic and geopolitical conditions; complex sales cycles; litigation, regulatory inquiries, investigations and other actions; changes in, and compliance with, global laws and regulations, including those related to information security and privacy; failure to protect our intellectual property; changes in tax regulations; complex government procurement processes; risks related to fluctuations in or the timing of revenue recognition from our subscription offerings; fluctuations in foreign currency exchange rates; impairment charges; our existing and future debt obligations; catastrophic events; and fluctuations in our stock price. Further information on these and other factors are discussed in the section titled “Risk Factors” in Adobe’s most recently filed Annual Report on Form 10-K and Adobe's most recently filed Quarterly Reports on Form 10-Q. The risks described in this press release and in Adobe’s filings with the U.S. Securities and Exchange Commission should be carefully reviewed. Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.
About Adobe
Adobe (Nasdaq: ADBE) empowers everyone to create through industry-leading platforms and tools that unleash creativity, productivity and personalized customer experiences. For more information, visit www.adobe.com.
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© 2026 Adobe. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe (or one of its subsidiaries) in the United States and/or other countries. All other trademarks are the property of their respective owners.
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FAQ
What did Adobe (ADBE) stockholders approve at the 2026 Annual Meeting?
Adobe stockholders elected eleven directors, approved an amendment to the 2019 Equity Incentive Plan adding 12 million shares, ratified KPMG LLP as auditor for the fiscal year ending November 27, 2026, and supported executive compensation in an advisory vote.
How large is Adobe’s new stock repurchase program and how long will it run?
Adobe’s board authorized a new stock repurchase program of up to $25 billion in common stock, effective through April 30, 2030. The company may repurchase shares in the open market and via structured agreements, with actual activity determined at its discretion.
Which Adobe stockholder proposals failed at the 2026 Annual Meeting?
Stockholders did not approve four proposals: a vote on golden parachutes, a board matrix disclosure, a report on civil liberties in digital services, and a retirement plan climate risk proposal. Each item received more votes against than for, with substantial broker non-votes reported.
How did Adobe stockholders vote on executive compensation in 2026?
In an advisory vote, Adobe stockholders approved the compensation of named executive officers, with 148,837,167 votes for, 144,993,886 against, and 687,689 abstentions, plus 41,927,404 broker non-votes. This reflects relatively close support for the company’s pay practices.