Published
# Adobe Inc. (ADBE) — Recent Events ## Filings that contain financial statements - **8-K, accession 0000796343-26-000147, filed September 10, 2026** — furnishes the Exhibit 99.1 press release "Adobe Reports Record Q3 Results," with income-statement-level results (revenue, GAAP/non-GAAP operating income and net income, diluted EPS) and cash flow for the third quarter of fiscal 2026 (ended August 28, 2026), plus fourth-quarter and full-year FY2026 targets. - **8-K, accession 0000796343-26-000109, filed June 11, 2026** — Exhibit 99.1 covers second-quarter fiscal 2026 (ended May 29, 2026) results, including the impact of the Semrush acquisition on ARR and revenue. - **8-K, accession 0000796343-26-000048, filed March 12, 2026** — Exhibit 99.1 covers first-quarter fiscal 2026 (ended February 27, 2026) results. - **8-K, accession 0000796343-25-000135, filed December 10, 2025** — Exhibit 99.1 covers fourth-quarter and full-year fiscal 2025 (ended November 28, 2025) results. - **8-K, accession 0000796343-25-000102, filed September 11, 2025** — Exhibit 99.1 covers third-quarter fiscal 2025 (ended August 29, 2025) results and a raise to FY2025 revenue, EPS and Digital Media ARR targets. - **8-K, accession 0000796343-25-000064, filed June 12, 2025** — Exhibit 99.1 covers second-quarter fiscal 2025 (ended May 30, 2025) results and a raise to FY2025 revenue and EPS targets. - **8-K, accession 0000796343-25-000052, filed March 12, 2025** — Exhibit 99.1 covers first-quarter fiscal 2025 (ended February 28, 2025) results. - **8-K, accession 0000796343-24-000250, filed December 11, 2024** — Exhibit 99.1 covers fourth-quarter and full-year fiscal 2024 (ended November 29, 2024) results. Note: full underlying GAAP financial statements (balance sheet, statement of cash flows) for each quarter are filed separately in Adobe's Form 10-Q for that period; the 8-K exhibits above carry summarized results and reconciliations. ## Leadership transition Adobe is in the middle of a full leadership handoff during fiscal 2026. - **March 9, 2026** — Chair and CEO Shantanu Narayen notified the company of his decision to transition out of the CEO role once a successor is named; he will remain Chair of the Board. The decision was announced publicly on March 12, 2026. The Board's Lead Independent Director, Frank Calderoni, was named chair of a special committee to run the search (8-K, accession 0000796343-26-000048). - **June 8, 2026** — CFO Daniel Durn resigned as Chief Financial Officer, effective June 15, 2026. Steven Day, previously SVP of Corporate Finance, was appointed interim CFO effective on Durn's departure (8-K, accession 0000796343-26-000109). - **September 2, 2026** — The Board appointed Anil Chakravarthy, then President of Adobe's Customer Experience Orchestration business, as President and Chief Executive Officer and a new Board member, effective December 1, 2026. Narayen will become Executive Chair of the Board on that date. Separately, David Wadhwani notified Adobe of his decision to step down as President, Creativity & Productivity Business, effective September 27, 2026, remaining as a senior advisor during the transition (8-K, accession 0000796343-26-000144). - **July 14, 2026** — The Board's Executive Compensation Committee approved a retention letter for Chief Legal Officer Louise Pentland providing severance protections (cash severance, COBRA continuation and partial equity acceleration) tied to a qualifying termination; the protections sunset 12 months after the new CEO's start date (8-K, accession 0000796343-26-000120). - Earlier, on **January 24, 2025**, Chief Strategy Officer Scott Belsky notified Adobe of his resignation, effective March 15, 2025 (8-K, accession 0000796343-25-000036). ## Acquisitions - **Semrush Holdings, Inc.** — Adobe signed a definitive agreement on November 18, 2025 to acquire Semrush, a publicly held brand-visibility platform company, for approximately $1.9 billion in cash, subject to regulatory approval; this signing is disclosed in Adobe's Form 10-K for fiscal 2025 (accession 0000796343-26-000003) and was not the subject of a standalone Form 8-K. Adobe completed the acquisition on **April 28, 2026** for $1.87 billion, primarily in cash, as disclosed in the Form 10-Q for the quarter ended August 28, 2026 (accession 0000796343-26-000156). Semrush is being integrated into Adobe's Digital Experience/Customer Experience Orchestration offerings and contributed approximately $480 million of ARR and roughly $40 million of subscription revenue in the second quarter of fiscal 2026 (8-K, accession 0000796343-26-000109). - **Topaz Labs Inc.** — Adobe entered into a definitive agreement on June 24, 2026 to acquire Topaz Labs Inc., a privately held AI company specializing in video and image enhancement models, for approximately $340 million, primarily in cash consideration, subject to customary purchase price adjustments. The transaction is subject to regulatory approvals and customary closing conditions, is expected to close in the fourth quarter of fiscal 2026, and is expected to be financed with cash on hand. As of the Form 10-Q for the quarter ended August 28, 2026 (accession 0000796343-26-000156), the acquisition had not yet closed. There was no standalone Form 8-K for this agreement. ## Capital allocation - **April 21, 2026** — Adobe's Board authorized a new stock repurchase program permitting the company to buy back up to $25 billion of common stock through April 30, 2030, in the open market or via structured repurchase agreements (8-K, accession 0000796343-26-000101). - **January 17, 2025** — Adobe completed a public offering of $2.0 billion in aggregate principal amount of senior notes: $800 million of 4.750% notes due 2028, $700 million of 4.950% notes due 2030 and $500 million of 5.300% notes due 2035. Net proceeds were approximately $1.99 billion, intended for general corporate purposes including debt repayment, stock repurchases, capital expenditures and acquisitions (8-K, accession 0001193125-25-008409). ## Earnings and guidance - **Q3 FY2026 (reported September 10, 2026):** record revenue of $6.76 billion, up 13% year over year; GAAP diluted EPS of $4.62, non-GAAP diluted EPS of $6.13; total Adobe ARR of $27.50 billion; cash flow from operations of $2.52 billion. Adobe raised full-year FY2026 targets to total revenue of $26.576–$26.626 billion and non-GAAP EPS of $24.45–$24.50 (8-K, accession 0000796343-26-000147). - **Q2 FY2026 (reported June 11, 2026):** record revenue of $6.62 billion, up 13%; GAAP diluted EPS of $4.25 (including a $0.17 per-share non-cash goodwill impairment on the Publishing & Advertising reporting unit) and non-GAAP diluted EPS of $5.96; Adobe raised FY2026 total revenue and non-GAAP EPS targets (8-K, accession 0000796343-26-000109). The related $70 million goodwill impairment charge on the Publishing & Advertising reporting unit was recorded in the second quarter of fiscal 2026, per the Form 10-Q (accession 0000796343-26-000156). - **Q1 FY2026 (reported March 12, 2026):** record revenue of $6.40 billion, up 12%; GAAP diluted EPS of $4.60, non-GAAP diluted EPS of $6.06; record Q1 operating cash flow of $2.96 billion (8-K, accession 0000796343-26-000048). - **Q4 & FY2025 (reported December 10, 2025):** Q4 revenue of $6.19 billion, up 10%; FY2025 operating cash flow exceeded $10 billion; Adobe targeted over 10% total ARR growth for FY2026 (8-K, accession 0000796343-25-000135). - **Q3 FY2025 (reported September 11, 2025):** revenue of $5.99 billion, up 11%; Adobe raised FY2025 total revenue, EPS and Digital Media ARR growth targets, citing AI-first ARR exceeding its year-end target (8-K, accession 0000796343-25-000102). - **Q2 FY2025 (reported June 12, 2025):** revenue of $5.87 billion, up 11%; Adobe raised FY2025 revenue and EPS targets (8-K, accession 0000796343-25-000064). ## Legal and regulatory - **FTC/DOJ ROSCA action resolved.** The U.S. Department of Justice filed a civil complaint on June 17, 2024 in the U.S. District Court for the Northern District of California, alleging that Adobe's disclosure and subscription-cancellation practices violated the Restore Online Shoppers' Confidence Act and the FTC Act. The court denied Adobe's motion to dismiss on May 2, 2025. On March 12, 2026, Adobe reached an agreement to settle the action, and on March 13, 2026 filed a stipulation of dismissal with the court (Form 10-Q, accession 0000796343-26-000156). For the nine months ended August 28, 2026, Adobe recorded $92 million of loss contingencies associated with a legal settlement and other legal matters; the filings do not break out how much of that total is attributable to this settlement specifically (Form 10-Q, accession 0000796343-26-000156). ## Governance and compensation - **April 15, 2026 Annual Meeting:** stockholders re-elected all eleven directors, approved a 12-million-share increase to the 2019 Equity Incentive Plan reserve, ratified KPMG LLP as auditor, and approved executive compensation on an advisory basis; stockholder proposals on golden-parachute voting, board matrix disclosure, a civil-liberties report and climate-risk retirement disclosure were not approved (8-K, accession 0000796343-26-000101). - **January 26, 2026:** the Executive Compensation Committee approved the 2026 Performance Share Program and 2026 Executive Annual Incentive Plan for executive officers, and adopted an Executive Officer Cash Severance Policy capping new cash severance arrangements at 2.99 times base salary plus target bonus without stockholder ratification (8-K, accession 0000796343-26-000019). - **April 22, 2025 Annual Meeting:** stockholders re-elected all eleven directors, approved a 7-million-share increase to the 2019 Equity Incentive Plan reserve, and ratified KPMG LLP as auditor; a golden-parachute vote proposal was not approved. The Board also adopted Amended and Restated Bylaws addressing universal proxy rules and advance-notice procedures for director nominations (8-K, accession 0001628280-25-019665).