Adobe (NASDAQ: ADBE) CEO gets RSU grants, covers taxes in Form 4 filing

Rhea-AI Filing Summary

Adobe Inc. Chair and CEO Shantanu Narayen reported equity awards and related share movements in a Form 4. On January 14, 2026, he was granted 32,027, 7,789 and 12,182 restricted stock units tied to Adobe’s 2023, 2024 and 2025 Performance Share Programs, which will each vest in full on the three-year anniversaries of January 24, 2023, 2024 and 2025, respectively.

On January 15, 2026, restricted stock units were settled into 2,200, 1,265 and 1,978 shares of common stock. The Narayen Family Trust, of which he is a trustee, then surrendered 1,108, 627 and 980 shares at $304.09 per share to cover tax liabilities at vesting. Following these transactions, the trust beneficially owned 395,282 shares of Adobe common stock, and Narayen also reported a separate direct holding of 324.143 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NARAYEN SHANTANU

(Last) (First) (Middle)

ADOBE INC.

345 PARK AVENUE

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADOBE INC. [ ADBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		M		2,200	A	$0	394,754	I	by trust(1)
Common Stock	01/15/2026		F		1,108(2)	D	$304.09	393,646	I	by trust(1)
Common Stock	01/15/2026		M		1,265	A	$0	394,911	I	by trust(1)
Common Stock	01/15/2026		F		627(2)	D	$304.09	394,284	I	by trust(1)
Common Stock	01/15/2026		M		1,978	A	$0	396,262	I	by trust(1)
Common Stock	01/15/2026		F		980(2)	D	$304.09	395,282	I	by trust(1)
Common Stock								324.143	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	01/14/2026		A		32,027		(3)	(3)	Common Stock	32,027	$0	32,027	D
Restricted Stock Units	$0	01/14/2026		A		7,789		(4)	(4)	Common Stock	7,789	$0	7,789	D
Restricted Stock Units	$0	01/14/2026		A		12,182		(5)	(5)	Common Stock	12,182	$0	12,182	D
Restricted Stock Units	$0	01/15/2026		M			2,200	(6)	(6)	Common Stock	2,200	$0	8,799	D
Restricted Stock Units	$0	01/15/2026		M			1,265	(7)	(7)	Common Stock	1,265	$0	10,117	D
Restricted Stock Units	$0	01/15/2026		M			1,978	(8)	(8)	Common Stock	1,978	$0	23,734	D

Explanation of Responses:

1. Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

2. Shares surrendered to pay tax liability due at vesting.

3. Represents shares earned under the 2023 Performance Share Program for achievement of the fiscal year 2025 Net New Sales goal portion and three-year relative total stockholder return goal portion of the award certified on January 14, 2026, and that will vest in full on the three-year anniversary of the January 24, 2023 vesting commencement date. Such shares were previously reported as Performance Shares in a Form 4 at grant, on a voluntary basis and at 200% of total target payout.

4. Represents shares earned under the 2024 Performance Share Program for achievement of the fiscal year 2025 Net New Sales goal portion of the award certified on January 14, 2026, and that will vest in full on the three-year anniversary of the January 24, 2024 vesting commencement date.

5. Represents shares earned under the 2025 Performance Share Program for achievement of the fiscal year 2025 Net New Sales goal portion of the award certified on January 14, 2026, and that will vest in full on the three-year anniversary of the January 24, 2025 vesting commencement date.

6. Vests 6.25% quarterly from the vesting commencement date of January 15, 2023.

7. Vests 6.25% quarterly from the vesting commencement date of January 15, 2024.

8. Vests 6.25% quarterly from the vesting commencement date of January 15, 2025.

Remarks:

	/s/ Jillian Forusz, as attorney-in-fact	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Adobe (ADBE) disclose in this Form 4?

The Form 4 shows Chair and CEO Shantanu Narayen receiving multiple restricted stock unit (RSU) awards and related common stock settlements, along with share surrenders to cover tax liabilities upon vesting.

How many RSUs did Adobe CEO Shantanu Narayen receive according to the filing?

On January 14, 2026, he received RSU grants for 32,027, 7,789 and 12,182 shares of Adobe common stock under the 2023, 2024 and 2025 Performance Share Programs.

When will the new Adobe RSU awards to the CEO vest?

The RSU awards will each vest in full on the three-year anniversary of the applicable vesting commencement dates: January 24, 2023, January 24, 2024 and January 24, 2025, as described in the footnotes.

How were taxes handled on the Adobe CEO’s vested shares?

The Narayen Family Trust surrendered 1,108, 627 and 980 shares of Adobe common stock on January 15, 2026 at a price of $304.09 per share to satisfy tax liabilities due at vesting.

How many Adobe shares does the Narayen Family Trust hold after these transactions?

After the reported transactions, The Narayen Family Trust beneficially owned 395,282 shares of Adobe common stock, with ownership reported as indirect through the trust.

Does Shantanu Narayen hold any Adobe shares directly outside the family trust?

Yes. The filing reports a separate direct holding of 324.143 shares of Adobe common stock in addition to the shares held indirectly by The Narayen Family Trust.