What changed in this filing

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Item 9A. Controls and Procedures

2025-01-13 compared with 2024-01-17 · 54 added, 52 removed, 154 unchanged (41% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 1, 2023.

Based on their evaluation as of December 1, 2023, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on their evaluation as of November 29, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

4 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal control over financial reporting as of December 1, 2023.

Our management assessed the effectiveness of our internal control over financial reporting as of November 29, 2024.

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 1, 2023, our internal control over financial reporting is effective based on these criteria.

Our management has concluded that, as of November 29, 2024, 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 1, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended November 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On January 9, 2025, Brett Biggs notified the Board of Directors of the Company (the “Board”) that he has decided not to stand for re-election at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) but will serve out his term as a director until the Annual Meeting.

The Board expresses its gratitude for Mr.

Biggs, and his decision was not due to any disagreement with the Company or any refusal to stand for re-election.

Trading Arrangements

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 of Form 10-K that is found in our 2024 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Stockholders (“2024 Proxy Statement”) is incorporated herein by reference to our 2024 Proxy Statement.

The information required by this Item 10 of Form 10-K that is found in our 2025 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for Adobe’s 2025 Annual Meeting of Stockholders (“2025 Proxy Statement”) is incorporated herein by reference to our 2025 Proxy Statement.

The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

For information with respect to our executive officers, see the section titled “Executive Officers” in Part I, Item 1 of this report.

Adobe has an insider trading policy governing the purchase, sale and other dispositions of Adobe’s securities that applies to all personnel of Adobe and its subsidiaries, including directors, officers and employees and other covered persons, as well as Adobe itself.

Adobe believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of Adobe’s insider trading policy is filed as Exhibit 19.1 to this report.

EXECUTIVE COMPENSATION

27 unchanged sentences

8-K 1/26/15 4.1 000-15175

4.5 Description of Adobe’s Common Stock

Forms of Global Note for Adobe Inc.

’ s 4.850% Notes due 2027, 4.800% Notes due 2029, and 4.950% Notes due 2034, together with an Officer’s Certificate setting forth the terms of the Notes

4/4/24 4.1 000-15175

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

1/17/24 4.5 000-15175

10.1 2020 Employee Stock Purchase Plan, as amended*

10-K 1/15/21 10.1 000-15175

10.2A 2003 Equity Incentive Plan, as amended*

8-K 4/13/18 10.2 000-15175

10.2B Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/26/18 10.6 000-15175

10.2C Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/28/19 10.5 000-15175

10.3A 2019 Equity Incentive Plan, as amended*

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

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

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

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

2019 Equity Incentive Plan, as amended*

8-K 4/19/24 10.1 000-15175

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

2022 Performance Share Program , as amended and restated*

1/26/23 10.4 000-15175

Form of 2022 Performance Share Award Grant Notice and Award Agreement pursuant to 2022 Performance Share Program *

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

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

2023 Performance Share Program *

1/26/23 10.2 000-15175

Form of 2023 Performance Share Award Grant Notice and Award Agreement pursuant to 2023 Performance Share Program *

1/26/23 10.3 000-15175

2024 Performance Share Program *

8-K 1/26/24 10.2 000-15175

Incorporated by Reference

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

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

Form of 2024 Performance Share Award Grant Notice and Award Agreement pursuant to 2024 Performance Share Program *

8-K 1/26/24 10.3 000-15175

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

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

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

Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan, as amended*

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

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

1 unchanged sentence

Form of Indemnity Agreement*

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

1/17/24 10.5 000-15175

Adobe Deferred Compensation Plan, as a mended and r estated*

10-K 1/20/15 10.19 000-15175

10.6B Amendment No.

One to Adobe Deferred Compensation Plan*

Amendment No.

One to Adobe Deferred Compensation Plan , as amended and restated *

10-K 1/21/20 10.6B 000-15175

2 unchanged sentences

8-K 7/1/22 10.1 000-15175

10.8 Adobe Inc.

2023 Executive Severance Plan in the Event of a Change of Control*

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

2023 Executive Annual Incentive P lan *

202 4 Executive Annual Incentive Plan*

1/26/24 10.4 000-15175

1 unchanged sentence

1/17/23 10.11 000-15175

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

and the Key Stockholders party thereto

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

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.

202 5 and 202 6 Non-Employee Director Compensation Policy *

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

8-K 9/14/23 10.1 000-15175

Termination 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.

8-K 12/18/23 10.1 000-15175

Insider Trading Po licy

Subsidiaries of the Registrant

2 unchanged sentences

31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

Incorporated by Reference

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

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

2 unchanged sentences

Incentive Compensation Recovery Policy *

1/17/24 97 000-15175

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.

14 unchanged sentences

Executive Vice President, Finance,

Technology Services and Operations

Technology, Security and Operations

(Principal Financial Officer)

11 unchanged sentences

Executive Vice President, Finance,

Technology Services and Operations

Technology, Security and Operations

(Principal Financial Officer)

/s/ MARK GARFIELD January 16, 2024

Mark Garfield Senior Vice President, Chief Accounting Officer

/s/ JILLIAN FORUSZ

January 13, 2025

Jillian Forusz

Senior Vice President,

Chief Accounting Officer and

Corporate Controller

(Principal Accounting Officer)

26 unchanged sentences

or its subsidiaries, which may be registered in the United States and/or other countries, are referenced in this Form 10-K:

Acrobat AI Assistant

Acrobat Reader

5 unchanged sentences

Adobe Firefly

Adobe GenStudio

Adobe Mix Modeler

Adobe Premiere

12 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