SEC Form S-8 filed by Adobe Inc.

As filed with the Securities and Exchange Commission on April 28, 2026

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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ADOBE INC.

(Exact Name of registrant as specified in its charter)

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Assumed Awards pursuant to Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan

(Full title of the plan)

Daniel Durn

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

Adobe Inc.

345 Park Avenue

San Jose, California 95110

(408) 536-6000

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

With a copy to:

Louise Pentland

Chief Legal Officer and Executive Vice President, Legal and Government Relations and Corporate Secretary

Adobe Inc.

345 Park Avenue

San Jose, California 95110

(408) 536-6000

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with the new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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EXPLANATORY NOTE

On April 28, 2026, Adobe Inc. (“Adobe” or the “Registrant”) completed its acquisition of Semrush Holdings, Inc., a Delaware corporation (“Semrush”). In accordance with the Agreement and Plan of Merger, dated as of November 18, 2025 (the “Merger Agreement”), by and among Adobe, Fenway Merger Sub, Inc., a direct, wholly owned subsidiary of Adobe (“Merger Sub”), and Semrush, Merger Sub merged with and into Semrush (the “Merger”), with Semrush surviving the Merger as a wholly owned subsidiary of Adobe.  Semrush’s common stock, par value $0.00001 per share (the “Semrush common stock”), is no longer publicly outstanding, and shares of Semrush common stock currently represent the right to receive the consideration described in the Merger Agreement.

At the effective time of the Merger, Adobe assumed certain Semrush equity awards that were outstanding as of immediately prior to the effective time of the Merger and issued under the Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan,” and such awards, the “Assumed Awards”) pursuant to the Merger Agreement. Such Assumed Awards were converted into Adobe equity awards in accordance with the Merger Agreement. The Assumed Awards are subject to substantially the same terms and conditions that were applicable to the corresponding awards granted under the 2021 Plan, except that (i) the Assumed Awards relate to common stock, par value $0.0001 per share, of Adobe (the “Adobe common stock”), and (ii) the number of shares of Adobe common stock subject to each Assumed Award is the result of an adjustment based upon a conversion ratio pursuant to the Merger Agreement.

This Registration Statement has been filed for the purpose of registering up to 427,000 shares of Adobe common stock issuable upon the grant, vesting or settlement of the Assumed Awards.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to holders of the  Assumed Awards as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission as part of this Registration Statement. These documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended November 28, 2025, filed with the Commission on January 15, 2026;

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 27, 2026, filed with the Commission on March 25, 2026;

(d)

The description of the Adobe common stock contained in Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended November 28, 2025, filed with the Commission on January 15, 2026, and any other amendments and reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify directors, officers, employees and agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation or an amendment thereto that it shall eliminate or limit the personal liability of a director or officer to the corporation and its stockholders for monetary damages arising out of certain breaches of fiduciary duty.

The Registrant’s Restated Certificate of Incorporation provides for the elimination of a director’s liability to the Registrant and its stockholders for monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s Amended and Restated Bylaws (the “Bylaws”) generally provide that the Registrant shall indemnify each of its directors and executive officers to the fullest extent not prohibited by the DGCL and may indemnify certain other persons as set forth in the DGCL.

The Registrant also maintains officer and director insurance coverage against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act. In addition, each executive officer and director is a party to a written agreement which states that the Registrant agrees to hold each of them harmless against any and all judgments, fines, settlements and expenses related to claims against such person by reason of the fact that the person is or was a director, executive officer, employee or other agent of the Registrant, and otherwise to the fullest extent authorized or permitted by the Registrant’s Bylaws and under the non-exclusivity provisions of the DGCL.

Item 7.

Exemption from Registration Claimed.

Not Applicable.

Item 8.

Exhibits.

* Filed herewith.

Item 9.

Undertakings.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on April 28, 2026.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints, jointly and severally, Daniel Durn and Louise Pentland, and each of them, as his or her attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on April 28, 2026.

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