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Adobe (NASDAQ: ADBE) CXO gets RSU awards, shares withheld for tax

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Adobe executive Anil Chakravarthy, President and CXO, reported multiple equity compensation events. On January 14, 2026, he was granted 11,070, 2,692 and 4,284 restricted stock units (RSUs) tied to Adobe’s 2023, 2024 and 2025 Performance Share Programs. These awards relate to achievement of fiscal 2025 Net New Sales goals and, for the 2023 program, a three-year relative total stockholder return goal, and each grant will vest in full on the third anniversary of its respective January 24 vesting commencement date.

On January 15, 2026, RSUs vested and were settled into Adobe common stock through transactions coded “M,” delivering 761, 438 and 696 shares at an exercise price of $0. Separate “F” transactions show 406, 217 and 345 shares of common stock withheld at $304.09 per share to cover tax liabilities due at vesting. After these transactions, Chakravarthy directly beneficially owned approximately 46,554.777 shares of Adobe common stock and held thousands of additional RSUs.

Positive

  • None.

Negative

  • None.
Insider Chakravarthy Anil
Role President, CXO
Type Security Shares Price Value
Exercise Restricted Stock Units 761 $0.00 --
Exercise Restricted Stock Units 438 $0.00 --
Exercise Restricted Stock Units 696 $0.00 --
Exercise Common Stock 761 $0.00 --
Tax Withholding Common Stock 406 $304.09 $123K
Exercise Common Stock 438 $0.00 --
Tax Withholding Common Stock 217 $304.09 $66K
Exercise Common Stock 696 $0.00 --
Tax Withholding Common Stock 345 $304.09 $105K
Grant/Award Restricted Stock Units 11,070 $0.00 --
Grant/Award Restricted Stock Units 2,692 $0.00 --
Grant/Award Restricted Stock Units 4,284 $0.00 --
Holdings After Transaction: Restricted Stock Units — 3,042 shares (Direct); Common Stock — 46,388.777 shares (Direct)
Footnotes (1)
  1. Shares surrendered to pay tax liability due at vesting. 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. 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. 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. Vests 6.25% quarterly from the vesting commencement date of January 15, 2023. Vests 6.25% quarterly from the vesting commencement date of January 15, 2024. Vests 6.25% quarterly from the vesting commencement date of January 15, 2025.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Chakravarthy Anil

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, CXO
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 761 A $0 46,388.777 D
Common Stock 01/15/2026 F 406(1) D $304.09 45,982.777 D
Common Stock 01/15/2026 M 438 A $0 46,420.777 D
Common Stock 01/15/2026 F 217(1) D $304.09 46,203.777 D
Common Stock 01/15/2026 M 696 A $0 46,899.777 D
Common Stock 01/15/2026 F 345(1) D $304.09 46,554.777 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 11,070 (2) (2) Common Stock 11,070 $0 11,070 D
Restricted Stock Units $0 01/14/2026 A 2,692 (3) (3) Common Stock 2,692 $0 2,692 D
Restricted Stock Units $0 01/14/2026 A 4,284 (4) (4) Common Stock 4,284 $0 4,284 D
Restricted Stock Units $0 01/15/2026 M 761 (5) (5) Common Stock 761 $0 3,042 D
Restricted Stock Units $0 01/15/2026 M 438 (6) (6) Common Stock 438 $0 3,497 D
Restricted Stock Units $0 01/15/2026 M 696 (7) (7) Common Stock 696 $0 8,346 D
Explanation of Responses:
1. Shares surrendered to pay tax liability due at vesting.
2. 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.
3. 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.
4. 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.
5. Vests 6.25% quarterly from the vesting commencement date of January 15, 2023.
6. Vests 6.25% quarterly from the vesting commencement date of January 15, 2024.
7. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Adobe (ADBE) executive Anil Chakravarthy report in this Form 4?

The Form 4 reports that Anil Chakravarthy, Adobe’s President and CXO, received several new restricted stock unit (RSU) awards and had existing RSUs vest and convert into common stock on January 14–15, 2026, with some shares withheld to cover taxes.

How many new RSUs did Anil Chakravarthy receive according to the Adobe (ADBE) Form 4?

On January 14, 2026, Chakravarthy received RSU awards of 11,070, 2,692 and 4,284 units, each corresponding to Adobe’s 2023, 2024 and 2025 Performance Share Programs tied to fiscal 2025 Net New Sales goals and, for 2023, a three-year relative total stockholder return goal.

When will the newly reported Adobe (ADBE) RSU awards to Anil Chakravarthy vest?

The RSUs earned under the 2023 Performance Share Program will vest in full on the three-year anniversary of the January 24, 2023 vesting commencement date. The RSUs tied to the 2024 and 2025 programs will each vest in full on the three-year anniversaries of their respective January 24, 2024 and January 24, 2025 vesting commencement dates.

What do the share withholding transactions at $304.09 mean in Adobe (ADBE) Anil Chakravarthy’s Form 4?

Transactions coded F in the Form 4 show 406, 217 and 345 Adobe common shares withheld at $304.09 per share. A footnote explains these shares were surrendered to pay tax liabilities due at vesting, rather than being open-market sales.

How many Adobe (ADBE) common shares does Anil Chakravarthy own after these transactions?

Following the reported transactions on January 15, 2026, Chakravarthy directly beneficially owned approximately 46,554.777 shares of Adobe common stock, in addition to the RSUs reported in Table II.

What are the vesting terms for the RSUs that converted into Adobe (ADBE) common stock on January 15, 2026?

Footnotes state that the RSUs related to the 761, 438 and 696 share conversions vest at a rate of 6.25% quarterly from vesting commencement dates of January 15, 2023, January 15, 2024 and January 15, 2025, respectively.