NARAYEN SHANTANU 4

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.