What changed in this filing

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Item 9A. Controls and Procedures

2026-01-15 compared with 2025-01-13 · 23 added, 52 removed, 156 unchanged (32% of the section changed)

16 unchanged sentences

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 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 information required by this Item 10 of Form 10-K (other than the information set forth below) will be included under the captions “Director Nominees for Election for a One-Year Term Expiring in 2027”, “Proposal 1 – Election of Directors”, “Corporate Governance Guidelines & Codes of Business Conduct and Ethics”, and “Committees of the Board” in our 2026 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for Adobe’s 2026 Annual Meeting of Stockholders (“2026 Proxy Statement”) and is incorporated herein by reference.

The 2026 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.

For biographical 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.

2 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item 11 of Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

The information required by this Item 11 of Form 10-K will be included under the captions “Executive Compensation”, “Corporate Governance”, and “Report of the Audit Committee” in our 2026 Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 of Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

The information required by this Item 12 of Form 10-K will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2026 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 of Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

The information required by this Item 13 of Form 10-K will be included under the captions “Certain Relationships and Related Persons Transactions” and “Director Independence” in our 2026 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 of Form 10-K is incorporated herein by reference to our 2025 Proxy Statement.

The information required by this Item 14 of Form 10-K will be included under the caption “Principal Accounting Fees and Services” in our 2026 Proxy Statement and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

8-K 4/24/25 3.1 000-15175

4.1 Specimen Common Stock Certificate

10-K 1/25/19 4.1 000-15175

Form of Indenture dated as of January 25, 2010 by and between Adobe and Wells Fargo Bank, National Association, as trustee

7 unchanged sentences

4/4/24 4.1 000-15175

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

Indenture, dated January 17, 2025, between Adobe Inc.

and Computershare Trust Company, N.A., as trustee

1/17/25 4.1 000-15175

Forms of Global Note for Adobe Inc.’s 4.750% Notes due 2028, 4.950% Notes due 2030, and 5.300% Notes due 2035, together with an Officer’s Certificate setting forth the terms of the Notes

1/17/25 4.2 000-15175

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

10.1 2020 Employee Stock Purchase Plan, as amended*

5 unchanged sentences

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

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

2023 Performance Share Program *

1/26/23 10.3 000-15175

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 *

2024 Performance Share Program , as amended and restated *

8-K 1/30/25 10.4 000-15175

3 unchanged sentences

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, as amended*

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

2 025 Performance Share Program*

1/30/25 10.1 000-15175

Form of 2025 Performance Share Award Grant Notice and Award Agreement pursuant to 2025 Performance Share Program *

1/30/25 10.2 000-15175

10.2H Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan, as amended*

1/13/25 10.2H

10.2I Form of Non-Employee Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan, as amended*

1/13/25 10.2I

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

2 unchanged sentences

1/17/24 10.5 000-15175

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

Adobe Deferred Compensation Plan, as amended and restated*

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

11 unchanged sentences

1/13/25 10.1 000-15175

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.

2 unchanged sentences

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

Insider Trading Po licy

Insider Trading Policy

Subsidiaries of the Registrant

1 unchanged sentence

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

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.

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

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

50 unchanged sentences

Amy Banse Director

/s/ BRETT BIGGS January 13, 2025

Brett Biggs Director

/s/ MELANIE BOULDEN January 15, 2026

12 unchanged sentences

Dan Rosensweig Director

SUMMARY OF TRADEMARKS

The following trademarks of Adobe Inc.

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

Adobe Audition

Adobe Campaign

Adobe Commerce

Adobe Experience Cloud

Adobe Express

Adobe Firefly

Adobe GenStudio

Adobe Mix Modeler

Adobe Premiere

After Effects

Camera to Cloud

Creative Cloud

Document Cloud

Journey Optimizer

Marketo Engage

Substance 3D Designer

Substance 3D Modeler

Substance 3D Painter

Substance 3D Sampler

Substance 3D Stager

All other trademarks are the property of their respective owners.

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