What changed in this filing

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Item 9A. Controls and Procedures

2024-01-17 compared with 2023-01-17 · 45 added, 33 removed, 161 unchanged (33% of the section changed)

11 unchanged sentences

In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has concluded that, as of December 2, 2022, our internal control over financial reporting are effective based on these criteria.

Our management has concluded that, as of December 1, 2023, our internal control over financial reporting is effective based on these criteria.

KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included herein.

14 unchanged sentences

The information required by this Item 13 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement.

31 unchanged sentences

8-K 4/24/23 10.1 000-15175

10.3B 2020 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

2021 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/27/21 10.2 000-15175

10.3C Form of 2020 Performance Share Award Grant Notice and Award Agreement pursuant to 2020 Performance Share Program and 2019 Equity Incentive Plan*

Form of 2021 Performance Share Award Grant Notice and Award Agreement pursuant to 2021 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/27/21 10.3 000-15175

10.3D 2021 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

2022 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/27/22 10.2 000-15175

2 022 Performance S hare Program pursuant to 2019 Equity Incentive Plan , as amended and restated *

1/26/23 10.4 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

10.3E Form of 2021 Performance Share Award Grant Notice and Award Agreement pursuant to 2021 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/27/21 10.3 000-15175

10.3F 2022 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/27/22 10.2 000-15175

10.3G Form of 2022 Performance Share Award Grant Notice and Award Agreement pursuant to 2022 Performance Share Program and 2019 Equity Incentive Plan*

Form of 2022 Performance Share Award Grant Notice and Award Agreement pursuant to 2022 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/27/22 10.3 000-15175

10.3H Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 15, 2021)*

Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 15, 2021)*

10-Q 6/26/19 10.35B 000-15175

10.3I Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*

2023 Performance Share Program pursuant to 2019 Equity Incentive Plan*

1/26/23 10.2 000-15175

F orm of 2023 Performance Share Award Grant Notice and Award Agreement pursuant to 2023 Performance Share Program and 2019 Equity Incentive Plan *

1/26/23 10.3 000-15175

Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*

10-K 1/15/21 10.3E 000-15175

10.3J Form of Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10-Q 6/26/19 10.35C 000-15175

Form of Non-Employee Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10-Q 3/29/23 10.7 000-15175

F orm of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive P lan (for awards granted on or after January 24, 2 023)*

3/29/23 10.6 000-15175

10.4 Retention Agreement between Adobe and Shantanu Narayen, effective December 5, 2014 *

1 unchanged sentence

10.5 Form of Indemnity Agreement*

10-Q 6/26/09 10.12 000-15175

10.6A Adobe Deferred Compensation Plan, as Amended and Restated*

9 unchanged sentences

8-K 12/13/23 10.1 000-15175

10.9 2022 Executive Annual Incentive Plan*

8-K 1/27/22 10.4 000-15175

10.10 Description of 2021 and 2022 Director Compensation*

10-K 1/15/21 10.12 000-15175

10.11 Description of 2023 and 2024 Director Compensation*

2023 Executive Annual Incentive P lan *

1/26/23 10.5 000-15175

2023 and 2024 Non-Employee Director Compensation Policy *

1/17/23 10.11 000-15175

Voting and Support Agreement, dated as of September 15, 2022, by and among Adobe Inc.

1 unchanged sentence

8-K 9/15/22 10.1 000-15175

21 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP

Term Loan Credit Agreement, dated as of January 19, 2023, among the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto.

1/19/23 10.1 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto.

9/14/23 10.1 000-15175

T ermination Agreement, dated as of December 17, 2023, by and among Adobe Inc., Saratoga Merger Sub I, Inc ., Saratoga Merger Sub II, LLC and Figma, Inc.

12/18/23 10.1 000-15175

21 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP

24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)

3 unchanged sentences

32.2 Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934†

Incentive Compensation Recovery Policy

101.INS Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

6 unchanged sentences

___________________________

* Compensatory plan or arrangement.

* Management contract or compensatory plan or arrangement.

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Inc.

3 unchanged sentences

/s/ DANIEL DURN

Executive Vice President and

Chief Financial Officer

Chief Financial Officer and

Executive Vice President, Finance,

Technology Services and Operations

(Principal Financial Officer)

5 unchanged sentences

/s/ SHANTANU NARAYEN January 16, 2024

Shantanu Narayen Chairman of the Board of Directors and

Shantanu Narayen Chair of the Board of Directors and

Chief Executive Officer

1 unchanged sentence

/s/ DANIEL DURN January 16, 2024

Daniel Durn Executive Vice President and

Chief Financial Officer

Daniel Durn Chief Financial Officer and

Executive Vice President, Finance,

Technology Services and Operations

(Principal Financial Officer)

4 unchanged sentences

Frank Calderoni Director

/s/ CRISTIANO AMON

January 16, 2024

Cristiano Amon

Signature Title Date

/s/ AMY BANSE January 16, 2024

2 unchanged sentences

Brett Biggs Director

Signature Title Date

/s/ MELANIE BOULDEN January 16, 2024

12 unchanged sentences

Dan Rosensweig Director

/s/ JOHN WARNOCK January 17, 2023

John Warnock Director

SUMMARY OF TRADEMARKS

7 unchanged sentences

Adobe Express

Adobe Firefly

Adobe Premiere

Adobe Premiere Rush

After Effects

3 unchanged sentences

Journey Optimizer

Premiere Rush

Marketo Engage

Substance 3D Designer

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures