Adobe (ADBE) CEO Narayen details major stock vesting and tax share sale

Rhea-AI Filing Summary

Adobe Inc. Chair and CEO Shantanu Narayen reported multiple equity compensation events and related share movements. On January 26, 2026, he received 45,717 restricted stock units, which will vest 6.25% quarterly from a January 15, 2026 vesting start date.

On January 24, 2026, 1,255 restricted stock units and 68,298 performance shares were converted into common stock. To cover tax liabilities at vesting, 622 and 33,861 shares were surrendered at a price of $301.07 per share. After these transactions, The Narayen Family Trust held 430,352 shares of Adobe common stock, and an additional 324.143 shares were held directly. The trust is identified as The Narayen Family Trust, dated November 30, 2000, of which he is a trustee.

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)
01/24/2026

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	01/24/2026		M		1,255	A	$0	396,537	I	by trust(1)
Common Stock	01/24/2026		F		622(2)	D	$301.07	395,915	I	by trust(1)
Common Stock	01/24/2026		M		68,298	A	$0	464,213	I	by trust(1)
Common Stock	01/24/2026		F		33,861(2)	D	$301.07	430,352	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	01/24/2026		M			1,255	(3)	(3)	Common Stock	1,255	$0	0	D
Performance Shares	$0	01/24/2026		M			68,298	(4)	(4)	Common Stock	68,298	$0	0	D
Restricted Stock Units	$0	01/26/2026		A		45,717		(5)	(5)	Common Stock	45,717	$0	45,717	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. Vests 25% on the first anniversary of the January 24, 2022 vesting commencement date and then 6.25% quarterly thereafter.

4. Represents shares earned under the 2023 Performance Share Program that vested in full on the three-year anniversary of the January 24, 2023 vesting commencement date.

5. Vests 6.25% quarterly from the vesting commencement date of January 15, 2026.

Remarks:

	/s/ Jillian Forusz, as attorney-in-fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Adobe (ADBE) CEO Shantanu Narayen report in this Form 4?

Shantanu Narayen reported new equity awards and vesting-related share activity. He received 45,717 restricted stock units and saw 1,255 RSUs and 68,298 performance shares convert into common stock, with some shares surrendered to cover tax liabilities at vesting.

How many new restricted stock units were granted to Adobe (ADBE) CEO in 2026?

He was granted 45,717 restricted stock units effective January 26, 2026. These units vest 6.25% quarterly from a January 15, 2026 vesting commencement date, creating a multi-year vesting schedule tied to continued service and performance at Adobe.

What performance shares vested for Adobe (ADBE) CEO in January 2026?

68,298 performance shares were earned under Adobe’s 2023 Performance Share Program and vested in full on January 24, 2026. They converted into common stock based on the program’s three-year performance and vesting schedule starting January 24, 2023.

Why were some Adobe (ADBE) shares surrendered in this insider filing?

The filing states that 622 and 33,861 common shares were surrendered to pay tax liabilities due at vesting. This is a common mechanism where a portion of vested shares is used to satisfy withholding obligations instead of paying cash.

How many Adobe (ADBE) shares does The Narayen Family Trust hold after these transactions?

After the reported transactions, The Narayen Family Trust held 430,352 Adobe common shares. The filing notes that the trust is dated November 30, 2000 and that Shantanu Narayen serves as a trustee of this family trust.

What direct Adobe (ADBE) share holdings are reported for Shantanu Narayen?

In addition to shares held by The Narayen Family Trust, the Form 4 reports 324.143 Adobe common shares held directly. This direct position is separate from the larger indirect holdings attributed to the family trust where he serves as a trustee.