Form 8-K

8-K — ADOBE INC.

Accession: 0000796343-26-000109

Filed: 2026-06-11

Period: 2026-06-08

CIK: 0000796343

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — adbe-20260608.htm (Primary)

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0000796343false00007963432026-06-082026-06-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 8, 2026

ADOBE INC.

(Exact name of Registrant as specified in its charter)

Delaware 0-15175 77-0019522

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

345 Park Avenue

San Jose, California 95110-2704

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Common Stock, $0.0001 par value per share ADBE NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 11, 2026, Adobe Inc. (“Adobe”) issued a press release announcing financial results for its second quarter fiscal year 2026 ended May 29, 2026. A copy of this press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

The attached press release includes non-GAAP adjusted or constant currency revenue growth rates, non-GAAP operating income, non-GAAP net income, non-GAAP diluted net income per share (earnings per share), non-GAAP operating margin and non-GAAP tax rate.

These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Therefore, management uses both GAAP and non-GAAP financial measures when evaluating business performance and making financial and operating decisions.

In conjunction with the GAAP financial measures, we use non-GAAP financial measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding our operational performance and additional consideration for how we should invest in research and development and fund infrastructure and go-to-market strategies. We use these measures to help us make budgeting decisions, for example, as between product development expenses and research and development, sales and marketing and general and administrative expenses and to facilitate our internal comparisons to our historical operating results. In addition, we believe these non-GAAP financial measures may be useful because they allow for greater transparency with respect to certain key metrics used by management in its financial and operational decision making. This allows institutional investors, the analyst community and others to better understand and evaluate our operating results and future prospects in the same manner as management and to compare operating results across accounting periods and to those of our peer companies.

We include adjusted or constant currency revenue growth rates to provide a framework for assessing how our underlying businesses have performed or are expected to perform on a year-over-year basis, excluding the effects of foreign currency rate fluctuations and the impact of our 52/53-week fiscal year, if applicable. Adjusted or constant currency revenue growth rates are calculated in constant currency by converting non-United States Dollar revenue using comparative period exchange rates and determining the change from prior period reported revenue, adjusted for any hedging effects.

In addition, we use non-GAAP financial measures which exclude:

A. Stock-based and deferred compensation expenses. Stock-based compensation expense consists of charges for employee restricted stock units, performance shares and employee stock purchases in accordance with current GAAP including stock-based compensation expense associated with any unvested options and restricted stock units assumed in connection with our acquisitions. We believe that it is useful to investors to understand the impact of the application of accounting standards pertaining to stock-based compensation to our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. Deferred compensation expense consists of charges associated with movements in our deferred compensation plan liability. Although stock-based compensation and deferred compensation expenses constitute ongoing and recurring expenses, such expenses are excluded from non-GAAP results because they are not expenses that typically require current cash settlement by us and because such expenses are not used by us to assess the core profitability of our business operations. We further believe these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding these items from various non-GAAP measures facilitates comparisons to our competitors’ operating results.

B. Amortization of intangibles. We recognize amortization expense of intangibles in connection with our acquisitions. Intangibles include (i) purchased technology, (ii) trademarks, (iii) customer contracts and relationships and (iv) other intangible assets. In accordance with GAAP, we amortize the fair value of the intangibles based on the pattern in which we expect the economic benefits of the intangibles will be consumed as revenue is generated. Although the intangibles generate revenue for us, we exclude this item because the expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance, liquidity and our ability to invest in research and development, fund acquisitions and capital expenditures. In addition, excluding this item

from various non-GAAP measures facilitates our internal comparisons to our historical operating results and comparisons to our competitors’ operating results.

C. Acquisition-related expenses. We exclude certain acquisition-related expenses, including deal costs and certain professional fees, associated with significant acquisitions. Acquisition-related expenses are inconsistent in amount and are significantly impacted by the timing and nature of each transaction. Therefore, although we have in the past and may in the future continue to incur these types of expenses in connection with acquisitions, such expenses are excluded from our non-GAAP financial measures because these expenses are not used by us to assess the core profitability of our business operations. Consequently, we believe the non-GAAP financial measures excluding these expenses facilitate more meaningful evaluation of the core profitability of our business operations and comparisons to our historical operating results, and allow for greater transparency to certain line items in our financial statements.

D. Investment gains and losses. We recognize investment gains and losses principally from realized gains or losses from the sale and exchange of marketable equity investments, fair value adjustments and impairments to non-marketable equity securities, unrealized holding gains and losses associated with our deferred compensation plan assets and marketable equity securities, gains and losses on the sale of equity securities held indirectly through investment partnerships and gains and losses associated with the recording of equity or non-marketable investments to fair value upon obtaining control through a business combination, as required by GAAP. We do not actively trade publicly held securities nor do we rely on these securities positions for funding our ongoing operations. We exclude investment gains and losses on these equity securities because these items are unrelated to our ongoing business and operating results.

E. Impairment of goodwill. Goodwill is assigned to one or more reporting units on the date of acquisition. We review our goodwill for impairment annually during our second quarter of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. If the fair value of a reporting unit is determined to be less than its carrying value, a goodwill impairment charge is recorded. We exclude the impact of such charges because they are non-recurring and non-cash in nature, and we believe the non-GAAP financial measures excluding these expenses facilitate comparisons to our historical operating results.

F. Accrued loss contingencies associated with significant legal events. In connection with ongoing litigation or similar events, we accrue losses in the event such losses are determined to be both probable and estimable under Accounting Standards Codification (ASC) 450-20, Loss Contingencies, although such litigation may be under appeal. As new facts and circumstances arise, we adjust the accrual accordingly. We exclude the impact of such loss contingencies when they relate to significant events that are unrelated to our ongoing business and operating results.

G. Lease-related asset impairments and other charges. We exclude charges associated with significant facilities optimization efforts, including costs related to the impairment, abandonment or early termination of office spaces under operating leases. We exclude the impact of such charges because they are unrelated to our ongoing business and operating results.

H. Income tax adjustments. In determining our non-GAAP provision for income taxes, which can differ significantly from our GAAP provision for income taxes, we apply a fixed long-term projected non-GAAP tax rate that excludes certain significant, non-recurring and period-specific income tax effects, such as changes in judgment or estimates of tax matters related to prior years, changes in tax laws, and changes to our business structure including impacts from business combinations. The application of a fixed long-term non-GAAP tax rate helps us assess the core profitability of our business operations and compare to our historical operating results. In arriving at the long-term non-GAAP tax rate used in fiscal 2026, we evaluated projections and currently available information for fiscal 2026 through 2028. The projected long-term non-GAAP tax rate could be subject to change for several reasons, including significant changes in our geographic earnings mix or in application of tax laws in major jurisdictions in which we operate. As such, we periodically re-evaluate the appropriateness of the long-term non-GAAP tax rate and may adjust for significant changes.

I. Income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Excluding the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effective tax rate related to our ongoing operations.

We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP and that these measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures; therefore we qualify the use of non-GAAP financial information in a statement when non-GAAP information is presented.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, Daniel Durn notified the Company of his decision to resign as Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations, effective June 15, 2026.

On June 11, 2026, Steven Day was appointed to serve as the Company’s interim Chief Financial Officer, effective immediately upon Mr. Durn’s departure. Mr. Day, age 58, joined the Company in 2006 and has served as the Company’s SVP, Customer Experience Orchestration Business Unit CFO and Corporate Finance since 2023. Prior to that, Mr. Day served as VP, Digital Experience Business Unit CFO from 2021 to 2023, and as VP, Corporate Finance from 2020 to 2021. In addition, he previously served as Interim Head of Investor Relations from October 2024 to June 2025.

The selection of Mr. Day to serve as the interim Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Day and any director or executive officer of the Company, and there are no transactions between Mr. Day and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit Description

99.1

Press release issued on June 11, 2026 entitled “Adobe Reports Record Q2 Results”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADOBE INC.

By: /s/ DANIEL DURN

Daniel Durn

Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations

Date: June 11, 2026

EX-99.1

Filename: adbeex991q226.htm · Sequence: 2

Document

Exhibit 99.1

Investor Relations Contact

Doug Clark

Adobe

ir@adobe.com

Public Relations Contact

Ashley Levine

Adobe

adobepr@adobe.com

FOR IMMEDIATE RELEASE

Adobe Reports Record Q2 Results

•Adobe Raises FY26 Total Revenue and Non-GAAP EPS Targets

•AI-first ARR triples year over year and exceeds $500 million

SAN JOSE, Calif. – June 11, 2026 – Adobe (Nasdaq:ADBE), the global technology leader that unleashes creativity and productivity for individuals and businesses through innovative platforms and tools, today reported financial results for its second quarter FY2026 ended May 29, 2026.

“Adobe delivered record revenue of $6.62 billion in Q2 reflecting strong AI-driven demand across our customer groups and we are raising our full-year fiscal 2026 revenue and non-GAAP EPS targets on the strength of that performance,” said Shantanu Narayen, chair and CEO, Adobe. “We are inspired to bring the magic of our new AI products to consumers, business professionals, creators, and marketers to deliver on our mission to Empower Everyone to Create.”

Second Quarter FY2026 Financial Highlights

•Adobe achieved record revenue of $6.62 billion in its second quarter of FY2026, which represents 13% year-over-year growth, or 11% in constant currency.

•Diluted earnings per share was $4.25 on a GAAP basis and $5.96 on a non-GAAP basis. GAAP results reflect a $0.17 per share non-cash goodwill impairment charge related to the Publishing & Advertising reporting unit.

•Total Adobe Annualized Recurring Revenue (“ARR”) exiting the quarter was $27.10 billion, including approximately $480 million from Semrush.

•GAAP operating income in the second quarter was $2.24 billion and non-GAAP operating income was $2.95 billion. GAAP net income was $1.71 billion and non-GAAP net income was $2.40 billion.

•Cash flows from operations were $2.17 billion.

•Exiting the quarter, Remaining Performance Obligations (“RPO”) were $22.27 billion, and Current Remaining Performance Obligations (“cRPO”) were 67%.

•Adobe repurchased approximately 8.5 million shares during the quarter.

Second Quarter FY2026 Customer Group Highlights

•Total Customer Group subscription revenue was $6.39 billion, which represents 14% year-over-year growth, or 12% in constant currency, including approximately $40 million from Semrush.

•Business Professionals & Consumers subscription revenue was $1.85 billion, which represents 16% year-over-year growth, or 15% in constant currency.

•Creative & Marketing Professionals subscription revenue was $4.54 billion, which represents 13% year-over-year growth, or 11% in constant currency.

Financial Targets

These targets factor in the acquisition of Semrush Holdings, Inc. and assume current macroeconomic conditions.

The following table summarizes Adobe’s third quarter FY2026 targets:

Total revenue $6.67 billion to $6.72 billion

Business Professionals & Consumers subscription revenue $1.87 billion to $1.89 billion

Creative & Marketing Professionals subscription revenue $4.61 billion to $4.64 billion

Earnings per share1

GAAP: $4.40 to $4.45 Non-GAAP: $6.05 to $6.10

1Targets assume non-GAAP operating margin of ~44.0%, GAAP tax rate of ~23.0%, non-GAAP tax rate of ~18.0% and diluted share count of ~395 million for third quarter FY2026.

The following table summarizes Adobe’s updated FY2026 targets:

Total revenue $26.50 billion to $26.60 billion

Business Professionals & Consumers subscription revenue $7.44 billion to $7.48 billion

Creative & Marketing Professionals subscription revenue $18.21 billion to $18.27 billion

Total Adobe ending ARR growth 10.2% year over year

Earnings per share2

GAAP: $17.90 to $18.00 Non-GAAP: $24.35 to $24.45

2Targets assume non-GAAP operating margin of ~45.0%, GAAP tax rate of ~22.5%, non-GAAP tax rate of ~18.0% and diluted share count of ~399 million for FY2026.

Adobe CFO Update

Dan Durn, executive vice president and CFO of Adobe, is departing the company on June 15, 2026 to pursue a new professional opportunity. Steve Day, SVP of Corporate Finance and CFO of Adobe’s Customer Experience Orchestration Business Unit, will serve as interim Chief Financial Officer, effective June 15, 2026. Mr. Day brings 20 years of financial leadership experience at Adobe to the Interim Chief Financial Officer role. Day will report directly to CEO and Chair Shantanu Narayen.

“I want to thank Dan for leading the finance organization that will support Adobe's next chapter of growth in the AI era, and wish him all the best,” said Narayen. “Steve has been a key member of our finance organization for two decades, and his deep understanding of Adobe’s business will be critical as we execute our strategy to deliver AI innovations to a broader set of customers across creativity, productivity and customer experience orchestration.”

Adobe to Host Conference Call

Adobe will webcast its second quarter fiscal year 2026 earnings conference call today at 2:00 p.m. Pacific Time from its investor relations website: http://www.adobe.com/ADBE. Earnings documents, including Adobe management’s prepared conference call remarks with slides and an investor datasheet are posted to Adobe’s Investor Relations Website in advance of the conference call for reference.

Forward-Looking Statements, Non-GAAP and Other Disclosures

In addition to historical information, this press release contains “forward-looking statements” within the meaning of applicable securities laws, including statements related to our product development plans and new or enhanced offerings; our business, strategy, artificial intelligence (“AI”) and innovation momentum; our market and AI opportunity and future growth; market and AI trends; macroeconomic conditions; fluctuations in foreign currency exchange rates; strategic investments; customer success and groups; industry positioning; expectations regarding acquisitions and other business transactions; and our financial targets and assumptions related thereto, including revenue, operating margin, operating efficiencies, annualized recurring revenue, tax rate, earnings per share and share count. Each of the forward-looking statements we make in this press release involves risks, uncertainties and assumptions based on information available to us as of the date of this press release. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: failure to innovate effectively and meet customer needs; failure to compete effectively; issues relating to development and use of AI; damage to our reputation or brands; failure to realize the anticipated benefits of acquisitions, investments or other strategic transactions; failure to recruit and retain key personnel; service interruptions or failures in information technology systems by us or third parties; security incidents; failure to effectively develop, manage and maintain our sales channels or critical third-party business relationships; risks associated with being a multinational corporation and adverse macroeconomic and geopolitical conditions; complex sales cycles; litigation, regulatory inquiries, investigations and other actions; changes in, and compliance with, global laws and regulations, including those related to information security and privacy; failure to protect our intellectual property; changes in tax regulations; complex government procurement processes; risks related to fluctuations in or the timing of revenue recognition from our subscription offerings; fluctuations in foreign currency exchange rates;

impairment charges; our existing and future debt obligations; catastrophic events; and fluctuations in our stock price. Further information on these and other factors are discussed in the section titled “Risk Factors” in Adobe’s most recently filed Annual Report on Form 10-K and Adobe's most recently filed Quarterly Reports on Form 10-Q. The risks described in this press release and in Adobe’s filings with the U.S. Securities and Exchange Commission should be carefully reviewed.

Undue reliance should not be placed on the financial information set forth in this press release, which reflects estimates based on information available at this time. These amounts could differ from actual reported amounts stated in Adobe’s Quarterly Report on Form 10-Q for our fiscal quarter ended May 29, 2026, which Adobe expects to file in June 2026.

Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.

A reconciliation between GAAP and non-GAAP earnings results and financial targets and a statement regarding use of non-GAAP financial information are provided at the end of this press release and on Adobe’s investor relations website. Definitions of our non-GAAP financial measures are provided in the Current Report on Form 8-K relating to this press release.

About Adobe

Adobe (Nasdaq: ADBE) empowers everyone to create through industry-leading platforms and tools that unleash creativity, productivity and personalized customer experiences. For more information, visit www.adobe.com.

###

©2026 Adobe. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe (or one of its subsidiaries) in the United States and/or other countries. All other trademarks are the property of their respective owners.

Condensed Consolidated Statements of Income

(In millions, except per share data; unaudited)

Three Months Ended

Six Months Ended

May 29, 2026 May 30, 2025 May 29, 2026 May 30, 2025

Revenue:

Subscription $ 6,416 $ 5,641 $ 12,614 $ 11,124

Product 89 88 179 183

Services and other 113 144 223 280

Total revenue 6,618 5,873 13,016 11,587

Cost of revenue:

Subscription 586 505 1,126 995

Product 5 6 11 12

Services and other 124 127 242 253

Total cost of revenue 715 638 1,379 1,260

Gross profit 5,903 5,235 11,637 10,327

Operating expenses:

Research and development 1,198 1,082 2,308 2,108

Sales and marketing 1,884 1,626 3,592 3,121

General and administrative 546 377 1,009 744

Amortization of intangibles 37 41 72 82

Total operating expenses 3,665 3,126 6,981 6,055

Operating income 2,238 2,109 4,656 4,272

Non-operating income (expense):

Interest expense (65) (68) (128) (130)

Investment gains (losses), net 18 2 23 8

Other income (expense), net 47 58 109 133

Total non-operating income (expense), net — (8) 4 11

Income before income taxes 2,238 2,101 4,660 4,283

Provision for income taxes 526 410 1,059 781

Net income $ 1,712 $ 1,691 $ 3,601 $ 3,502

Basic net income per share $ 4.26 $ 3.95 $ 8.86 $ 8.10

Shares used to compute basic net income per share 402 428 406 432

Diluted net income per share $ 4.25 $ 3.94 $ 8.86 $ 8.08

Shares used to compute diluted net income per share 402 429 407 433

Condensed Consolidated Balance Sheets

(In millions; unaudited)

May 29, 2026 November 28, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 4,919 $ 5,431

Short-term investments 707 1,164

Trade receivables, net of allowances for doubtful accounts of $14 and $13, respectively

1,993 2,344

Prepaid expenses and other current assets 1,449 1,224

Total current assets 9,068 10,163

Property and equipment, net 1,870 1,873

Operating lease right-of-use assets, net 299 312

Goodwill 14,041 12,857

Other intangibles, net 1,012 495

Deferred income taxes 1,998 2,186

Other assets 1,645 1,610

Total assets $ 29,933 $ 29,496

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Trade payables $ 499 $ 417

Accrued expenses and other current liabilities

2,455 2,648

Debt 1,843 —

Deferred revenue 7,152 6,905

Income taxes payable 38 153

Operating lease liabilities 91 77

Total current liabilities 12,078 10,200

Long-term liabilities:

Debt 4,802 6,210

Deferred revenue 98 125

Income taxes payable 536 469

Operating lease liabilities 329 361

Other liabilities 572 508

Total liabilities 18,415 17,873

Stockholders’ equity:

Preferred stock — —

Common stock — —

Additional paid-in capital 16,416 15,361

Retained earnings 48,767 45,354

Accumulated other comprehensive income (loss) (247) (245)

Treasury stock, at cost (53,418) (48,847)

Total stockholders’ equity 11,518 11,623

Total liabilities and stockholders’ equity $ 29,933 $ 29,496

Condensed Consolidated Statements of Cash Flows

(In millions; unaudited)

Three Months Ended

May 29, 2026 May 30, 2025

Cash flows from operating activities:

Net income $ 1,712 $ 1,691

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and accretion 193 209

Stock-based compensation 534 481

Impairment of goodwill 70 —

Other non-cash adjustments 77 (101)

Changes in deferred revenue (223) (156)

Changes in other operating assets and liabilities (198) 67

Net cash provided by operating activities 2,165 2,191

Cash flows from investing activities:

Purchases, sales and maturities of short-term investments, net (140) (96)

Purchases of property and equipment (58) (47)

Purchases and sales of long-term investments, intangibles and other assets, net

44 (135)

Acquisitions, net of cash acquired (1,560) —

Net cash used for investing activities (1,714) (278)

Cash flows from financing activities:

Repurchases of common stock (2,111) (3,500)

Taxes paid related to net share settlement of equity awards, net of proceeds from treasury stock re-issuances

(91) (112)

Proceeds from issuance of debt 493 —

Other financing activities, net (146) (176)

Net cash used for financing activities (1,855) (3,788)

Effect of exchange rate changes on cash and cash equivalents (9) 48

Net change in cash and cash equivalents (1,413) (1,827)

Cash and cash equivalents at beginning of period 6,332 6,758

Cash and cash equivalents at end of period $ 4,919 $ 4,931

Non-GAAP Results

The following table shows Adobe’s GAAP results reconciled to non-GAAP results included in this release.

(In millions, except per share data)

Three Months Ended

May 29,

2026 May 30,

2025 February 27,

2026

Operating income:

GAAP operating income $ 2,238 $ 2,109 $ 2,418

Stock-based and deferred compensation expense 556 482 514

Impairment of goodwill 70 — —

Amortization of intangibles 46 83 39

Acquisition-related expenses

5 — 2

Loss contingency(*)

30 — 62

Non-GAAP operating income $ 2,945 $ 2,674 $ 3,035

Net income:

GAAP net income $ 1,712 $ 1,691 $ 1,889

Stock-based and deferred compensation expense 556 482 514

Impairment of goodwill

70 — —

Amortization of intangibles 46 83 39

Acquisition-related expenses

5 — 2

Loss contingency(*)

30 — 62

Investment (gains) losses, net (18) (2) (5)

Income tax adjustments (1) (83) (13)

Non-GAAP net income $ 2,400 $ 2,171 $ 2,488

Diluted net income per share:

GAAP diluted net income per share $ 4.25 $ 3.94 $ 4.60

Stock-based and deferred compensation expense 1.38 1.12 1.25

Impairment of goodwill 0.17 — —

Amortization of intangibles 0.12 0.19 0.10

Acquisition-related expenses

0.01 — —

Loss contingency(*)

0.07 — 0.15

Investment (gains) losses, net (0.04) — (0.01)

Income tax adjustments — (0.19) (0.03)

Non-GAAP diluted net income per share $ 5.96 $ 5.06 $ 6.06

Shares used to compute diluted net income per share

402 429 411

The following table shows Adobe’s second quarter fiscal year 2026 GAAP tax rate reconciled to the non-GAAP tax rate included in this release.

Second Quarter

Fiscal 2026

Effective income tax rate:

GAAP effective income tax rate 23.5 %

Income tax adjustments (2.5)

Stock-based and deferred compensation expense (3.0)

Non-GAAP effective income tax rate(**)

18.0 %

(*) Associated with a settlement of litigation and other legal matters

(**) Represents Adobe’s fixed long-term non-GAAP tax rate based on projections and currently available information for fiscal 2026 through fiscal 2028

Reconciliation of GAAP to Non-GAAP Financial Targets and Assumptions

The following tables show Adobe's third quarter fiscal year 2026 financial targets and assumptions reconciled to non-GAAP financial targets and assumptions included in this release.

(Shares in millions)

Third Quarter Fiscal 2026

Low High

Diluted net income per share:

GAAP diluted net income per share $ 4.40 $ 4.45

Stock-based and deferred compensation expense

1.47 1.47

Amortization of intangibles 0.15 0.15

Acquisition-related expenses 0.04 0.04

Income tax adjustments (0.01) (0.01)

Non-GAAP diluted net income per share $ 6.05 $ 6.10

Shares used to compute diluted net income per share 395 395

Third Quarter

Fiscal 2026

Operating margin:

GAAP operating margin

34.0 %

Stock-based and deferred compensation expense

8.9

Amortization of intangibles 0.9

Acquisition-related expenses 0.2

Non-GAAP operating margin

44.0 %

Third Quarter

Fiscal 2026

Effective income tax rate:

GAAP effective income tax rate 23.0 %

Income tax adjustments (1.5)

Stock-based and deferred compensation expense

(3.5)

Non-GAAP effective income tax rate(**)

18.0 %

(**) Represents Adobe’s fixed long-term non-GAAP tax rate based on projections and currently available information for fiscal 2026 through fiscal 2028

Reconciliation of GAAP to Non-GAAP Financial Targets and Assumptions (continued)

The following tables show Adobe's updated annual fiscal year 2026 financial targets and assumptions reconciled to non-GAAP financial targets and assumptions included in this release.

(Shares in millions)

Fiscal Year 2026

Low High

Diluted net income per share:

GAAP diluted net income per share $ 17.90 $ 18.00

Stock-based and deferred compensation expense 5.53 5.52

Amortization of intangibles 0.50 0.50

Impairment of goodwill 0.18 0.18

Loss contingency 0.23 0.23

Acquisition-related expenses 0.09 0.09

Income tax adjustments (0.08) (0.07)

Non-GAAP diluted net income per share $ 24.35 $ 24.45

Shares used to compute diluted net income per share 399 399

Fiscal Year 2026

Operating margin:

GAAP operating margin

35.0 %

Stock-based and deferred compensation expense

8.5

Amortization of intangibles 0.8

Impairment of goodwill 0.3

Loss contingency 0.3

Acquisition-related expenses 0.1

Non-GAAP operating margin

45.0 %

Fiscal Year 2026

Effective income tax rate:

GAAP effective income tax rate 22.5 %

Income tax adjustments (1.0)

Stock-based and deferred compensation expense

(3.5)

Non-GAAP effective income tax rate(**)

18.0 %

(**) Represents Adobe’s fixed long-term non-GAAP tax rate based on projections and currently available information for fiscal 2026 through fiscal 2028

Use of Non-GAAP Financial Information

Adobe continues to provide all information required in accordance with GAAP, but believes evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Adobe uses non-GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Adobe's management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adobe presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Adobe's operating results. Adobe believes these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows institutional investors, the analyst community and others to better understand and evaluate Adobe’s operating results and future prospects in the same manner as management.

Adobe's management believes it is useful for itself and investors to review, as applicable, both GAAP information as well as non-GAAP measures, which may exclude items such as stock-based and deferred compensation expenses, amortization of intangibles, investment gains and losses, income tax adjustments and other items that are not considered part of Adobe’s ongoing operations, and the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Adobe uses these non-GAAP measures in order to assess the

performance of Adobe's business and for planning and forecasting in subsequent periods. Whenever such a non-GAAP measure is used, Adobe provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed above.

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