NARAYEN SHANTANU 4

4 · ADOBE INC. · Filed Jan 27, 2026

AI-generated summary of this filing

Updated Jan 28, 2026

Adobe CEO Shantanu Narayen Exercises Awards, Surrenders Shares

What Happened

Shantanu Narayen, Adobe’s Chair and CEO, exercised/converted derivative awards on Jan 24, 2026 for a total of 69,553 shares (1,255 + 68,298) at $0.00 per share (code M). To cover tax withholding, he surrendered 34,483 shares (622 + 33,861) at $301.07 each, totaling about $10.38M (codes F). On Jan 26, 2026 he was also granted/issued 45,717 shares (code A) related to an award vesting.
These transactions reflect vesting/conversion and tax-withholding activity rather than an open-market purchase or discretionary sale; the $0.00 price indicates conversion/vesting (not a cash purchase).

Key Details

Transaction dates: Jan 24, 2026 (exercise/conversion and tax withholding); Jan 26, 2026 (award issuance).
Prices and values: conversion at $0.00; tax-withheld shares valued at $301.07/share. Tax withholding amounts: $187,266 (622 shares) and $10,194,531 (33,861 shares); total surrendered ≈ $10,381,797.
Shares reported acquired/converted: 69,553 (Jan 24). Shares granted: 45,717 (Jan 26). Shares surrendered for taxes: 34,483.
Footnotes: F2 confirms shares were surrendered to pay tax liability; F4 notes the 45,717 shares relate to the 2023 Performance Share Program that vested on the three‑year anniversary; F1 indicates some shares are held by The Narayen Family Trust (trustee = reporting person).
Shares owned after the transactions: not specified in the Form 4 filing provided.
Filing: Form 4 filed Jan 27, 2026 (no late-filing flag shown in the provided data).

Context

These were vesting/conversion and tax-withholding actions (cashless settlement), common when restricted/ performance shares vest; they are routine administrative transactions and do not necessarily signal a change in insider sentiment.
The surrendered shares were used solely to satisfy tax obligations (code F); no open-market sale is reported here.

Form 4

Period: 2026-01-24

DirectorChair and CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-24+1,255→ 396,537 total(indirect: By Trust)
Tax Payment
Common Stock
[F2][F1]
2026-01-24$301.07/sh−622$187,266→ 395,915 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F1]
2026-01-24+68,298→ 464,213 total(indirect: By Trust)
Tax Payment
Common Stock
[F2][F1]
2026-01-24$301.07/sh−33,861$10,194,531→ 430,352 total(indirect: By Trust)
Exercise/Conversion
Restricted Stock Units
[F3]
2026-01-24−1,255→ 0 total
Exercise: $0.00→ Common Stock (1,255 underlying)
Exercise/Conversion
Performance Shares
[F4]
2026-01-24−68,298→ 0 total
Exercise: $0.00→ Common Stock (68,298 underlying)
Award
Restricted Stock Units
[F5]
2026-01-26+45,717→ 45,717 total
Exercise: $0.00→ Common Stock (45,717 underlying)

Holdings

Footnotes (5)

[F1]Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.
[F2]Shares surrendered to pay tax liability due at vesting.
[F3]Vests 25% on the first anniversary of the January 24, 2022 vesting commencement date and then 6.25% quarterly thereafter.
[F4]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.
[F5]Vests 6.25% quarterly from the vesting commencement date of January 15, 2026.

Signature

/s/ Jillian Forusz, as attorney-in-fact|2026-01-27

1 file