Every material Form 8-K Adobe has filed with the SEC since December 11, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Adobe reported third quarter fiscal 2026 results for the quarter ended August 28, 2026, with revenue of $6.76 billion, up 13% year over year, and non-GAAP diluted earnings per share of $6.13, up from $5.31 a year earlier. The company also raised its full-year fiscal 2026 revenue and earnings per share targets, which matters to shareholders because it signals higher expected profit for the year.
Q3 FY2026 revenue was $6.76 billion, up 13% year over year (12% in constant currency).
Diluted EPS was $4.62 on a GAAP basis (vs. $4.18) and $6.13 on a non-GAAP basis (vs. $5.31).
FY2026 revenue target is now $26.576 billion to $26.626 billion; non-GAAP EPS target is $24.45 to $24.50.
Q4 FY2026 revenue target is $6.80 billion to $6.85 billion; Q3 share repurchases were about 9.5 million shares.
Adobe's board appointed Anil Chakravarthy, currently president of the Customer Experience Orchestration business, as president and chief executive officer effective December 1, 2026. Shantanu Narayen, the current chair and CEO, will retire as CEO and become Executive Chair, and David Wadhwani is stepping down as president of the Creativity & Productivity business effective September 27, 2026. The filing contains no financial results, so the change is a leadership transition rather than a change in reported performance.
Anil Chakravarthy named President and CEO and board member, effective December 1, 2026
Shantanu Narayen retires as CEO and becomes Executive Chair of the Board on the same date
David Wadhwani steps down as President, Creativity & Productivity Business, effective September 27, 2026, and remains as a senior advisor for a transition period
Adobe plans to hold its Q3 FY2026 earnings call on September 10
On July 14, 2026, Adobe's Executive Compensation Committee approved a form of retention letter with Chief Legal Officer Louise Pentland. It sets severance benefits if she is terminated without Cause or resigns for Good Reason, and the protections are designed to end 12 months after a new Chief Executive Officer starts. The filing does not name the incoming CEO or give a start date, so shareholders can see the cost terms but not the timing.
Severance on qualifying termination: a lump-sum payment of 12 months' base salary plus 100% of target annual bonus, plus COBRA premiums for up to 12 months.
If terminated before July 15, 2027, 50% of certain restricted stock unit awards (Retention RSUs) vest early.
If terminated before January 31, 2027, other time-based equity awards vest for the portion that would have vested through January 31, 2027.
The protections sunset 12 months after the new CEO commences employment; severance is conditioned on a release of claims.
Adobe reported record second-quarter fiscal 2026 revenue of $6.62 billion, up 13% year over year, and non-GAAP diluted EPS of $5.96, up from $5.06. The company raised its fiscal 2026 revenue and non-GAAP EPS targets, while CFO Dan Durn resigns effective June 15, 2026, and Steve Day becomes interim CFO.
Q2 revenue $6.62 billion, up 13% (11% in constant currency); GAAP diluted EPS $4.25 including a $0.17 goodwill impairment charge
Non-GAAP diluted EPS $5.96 versus $5.06 a year earlier; GAAP diluted EPS $4.25 versus $3.94
Updated FY2026 revenue target $26.50 billion to $26.60 billion; non-GAAP EPS target $24.35 to $24.45
Dan Durn resigns as CFO effective June 15, 2026; Steve Day named interim CFO
Adobe's board approved a stock repurchase authorization of up to $25 billion in common stock through April 30, 2030, announced April 21, 2026. Adobe may buy shares in the open market or through structured repurchase agreements, but it has no obligation to repurchase any amount. At the April 15, 2026 annual meeting, stockholders also approved a 12 million share increase to the 2019 Equity Incentive Plan and rejected all four stockholder proposals.
Board authorized repurchases of up to $25 billion in common stock through April 30, 2030.
Repurchases may be made in the open market or through structured repurchase agreements; timing and amount are at Adobe's discretion.
Stockholders approved a 12 million share increase to the 2019 Equity Incentive Plan on April 15, 2026.
Stockholders did not approve proposals five through eight, including a golden parachute vote and a climate risk proposal.
Adobe reported record first-quarter fiscal 2026 revenue of $6.40 billion, up 12% year over year, and GAAP diluted earnings per share of $4.60. CEO Shantanu Narayen also said he will transition from the CEO role once a successor is appointed, and he will remain Chair of the Board. Adobe has not named a successor, and the search is ongoing.
Q1 fiscal 2026 revenue was $6.40 billion, up 12% year over year (11% in constant currency).
Non-GAAP diluted EPS was $6.06, compared with $5.08 a year earlier; GAAP diluted EPS was $4.60, compared with $4.14.
Second-quarter fiscal 2026 targets: revenue of $6.43 billion to $6.48 billion and non-GAAP EPS of $5.80 to $5.85; Adobe reaffirmed its FY2026 targets.
Narayen, CEO for eighteen years, will stay as CEO until a successor is appointed; a special committee led by Frank Calderoni is running the search.
Adobe's board committee approved a 2026 Performance Share Program for executives, tied 50% to relative stock return against NASDAQ-100 companies and 50% to Net New Sales growth over fiscal 2026-2028. The committee also approved a 2026 Executive Annual Incentive Plan and adopted a cash severance policy capping new severance at 2.99 times salary plus target bonus without stockholder ratification.
Performance Share Program covers calendar 2026-2028 relative TSR and fiscal 2026-2028 Net New Sales goals, with payouts from 0% to 200% of target
Chair and CEO Shantanu Narayen's target performance share award is 106,672 shares, with a maximum of 213,344 shares
Incentive Plan requires at least 95% of fiscal 2026 revenue and EPS targets; CEO target bonus is 200% of base salary
Cash Severance Policy limits new executive cash severance to 2.99 times base salary plus target annual bonus absent stockholder ratification
Adobe reported fourth-quarter fiscal 2025 revenue of $6.19 billion, up 10% year over year, with GAAP diluted earnings per share of $4.45 and non-GAAP diluted earnings per share of $5.50. For the full fiscal year, revenue was $23.77 billion, up 11%, and the company issued fiscal 2026 targets of $25.90 billion to $26.10 billion in revenue and $23.30 to $23.50 in non-GAAP earnings per share. Starting in fiscal 2026, Adobe says it will change its reporting and guidance to focus on customer group subscription revenue, total ending ARR growth, total revenue and EPS.
Q4 fiscal 2025: revenue $6.19 billion (up 10%); GAAP EPS $4.45 vs. $3.79 a year earlier; non-GAAP EPS $5.50 vs. $4.81
Adobe reported record third-quarter fiscal 2025 revenue of $5.99 billion, up 11% year over year, and non-GAAP diluted earnings per share of $5.31, up from $4.65 a year earlier. The company raised its full-year fiscal 2025 total revenue target to $23.65 billion to $23.70 billion and its non-GAAP EPS target to $20.80 to $20.85, which matters to shareholders because both headline measures improved and the outlook rose.
Q3 revenue of $5.99 billion, up 11% year over year (10% in constant currency); GAAP diluted EPS $4.18 versus $3.76 a year earlier
Full-year fiscal 2025 total revenue target raised to $23.65 billion to $23.70 billion; non-GAAP EPS target $20.80 to $20.85
Digital Media ending ARR of $18.59 billion, up 11.7% year over year; remaining performance obligations of $20.44 billion
Adobe repurchased approximately 8.0 million shares during the quarter; common stock repurchases were $2.06 billion in cash flow
Adobe reported record second-quarter fiscal 2025 revenue of $5.87 billion, up 11% year over year, with GAAP diluted earnings per share of $3.94 and non-GAAP diluted earnings per share of $5.06. The company raised its fiscal 2025 revenue target to $23.50 billion to $23.60 billion and its non-GAAP EPS target to $20.50 to $20.70, which signals higher expected full-year results for shareholders.
Q2 fiscal 2025 GAAP net income was $1.69 billion, compared with $1.57 billion a year earlier; non-GAAP net income was $2.17 billion.
Cash flows from operations were $2.19 billion, and Adobe repurchased about 8.6 million shares during the quarter.
Updated fiscal 2025 targets: total revenue of $23.50 billion to $23.60 billion and GAAP EPS of $16.30 to $16.50.
Q3 fiscal 2025 targets call for total revenue of $5.875 billion to $5.925 billion and non-GAAP EPS of $5.15 to $5.20.
At its April 22, 2025 annual meeting, Adobe stockholders approved a 7 million share increase to the 2019 Equity Incentive Plan and elected all eleven board nominees, but did not approve a stockholder proposal on golden parachutes. The same day, the board amended the company's bylaws, tightening stockholder nomination and proxy rules, which sets a new advance notice window for the 2026 annual meeting.
Stockholders approved increasing the 2019 Plan's share reserve by 7 million shares, with 303,412,998 votes for and 19,079,403 against.
The golden parachute stockholder proposal was not approved: 153,733,558 votes for and 168,426,385 against.
Amended bylaws, effective April 22, 2025, require a proxy card color other than white for stockholders soliciting proxies, and set the 2026 nomination window at December 23, 2025 to January 22, 2026.
Adobe reported first quarter fiscal 2025 results for the period ended February 28, 2025, with revenue of $5.71 billion, up 10% year over year, and GAAP diluted earnings per share of $4.14 versus $1.36 a year earlier. The prior-year figure included a $1.0 billion Figma acquisition termination fee. The company reaffirmed its FY2025 financial targets, which keeps its full-year outlook unchanged.
Revenue was $5.71 billion, up 10% year over year, or 11% in constant currency.
Non-GAAP diluted EPS was $5.08, compared with $4.48 a year earlier; GAAP diluted EPS was $4.14.
Operating cash flow was $2.48 billion, and the company repurchased about 7.0 million shares during the quarter.
FY2025 targets were reaffirmed, including total revenue of $23.30 billion to $23.55 billion and non-GAAP EPS of $20.20 to $20.50.
Adobe said Chief Strategy Officer and EVP Scott Belsky will resign effective March 15, 2025, to pursue another career opportunity. The filing also discloses a new 2025 Performance Share Program and a 2025 Executive Annual Incentive Plan for executive officers, with awards tied to relative stockholder return, Net New Sales, revenue and non-GAAP earnings per share.
Scott Belsky notified Adobe on January 24, 2025 of his resignation as Chief Strategy Officer and EVP, Design & Emerging Products, effective March 15, 2025.
The 2025 Performance Share Program has a three-year Relative TSR Goal (calendar 2025-2027) and a Net New Sales Goal, each weighted 50%, with payouts capped at 200% of target.
Chair and CEO Shantanu Narayen has a target Performance Share award of 73,837 shares, with a maximum of 147,674 shares.
The 2025 Executive Annual Incentive Plan requires at least 95% of the fiscal 2025 GAAP revenue target and 95% of the non-GAAP diluted EPS target before any bonus is paid.
Adobe sold $2.0 billion of senior notes in a public offering that closed on January 17, 2025, under an underwriting agreement signed January 14. Net proceeds were approximately $1.99 billion, which Adobe plans to use for general corporate purposes, including possible debt repayment, stock repurchases, capital expenditures and acquisitions.
$800 million of 4.750% notes due January 17, 2028, $700 million of 4.950% notes due January 17, 2030, and $500 million of 5.300% notes due January 17, 2035
Net proceeds of approximately $1.99 billion after underwriting discounts and estimated offering expenses
Interest is payable semi-annually on January 17 and July 17, beginning July 17, 2025
Notes were sold under a Form S-3 registration statement and issued under an indenture with Computershare Trust Company, N.A., as trustee
Adobe reported fourth-quarter fiscal 2024 revenue of $5.61 billion, up 11% from a year earlier, and full-year revenue of $21.51 billion, also up 11%. Non-GAAP diluted earnings per share were $4.81 for the quarter, compared with $4.27 a year earlier. The company also issued fiscal 2025 targets, including total revenue of $23.30 billion to $23.55 billion and non-GAAP earnings per share of $20.20 to $20.50.
Q4 fiscal 2024 revenue $5.61 billion, up 11% as reported and in constant currency
Q4 GAAP diluted EPS $3.79; non-GAAP diluted EPS $4.81, versus $4.27 a year earlier
Fiscal 2025 total revenue target $23.30 billion to $23.55 billion; non-GAAP EPS target $20.20 to $20.50
Full-year fiscal 2024 GAAP net income $5.56 billion, including a $1.00 billion Figma acquisition termination fee
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