NEW YORK, December 29, 2025, 19:44 ET — After-hours
- Adobe shares fell 0.2% in extended trading.
- Semrush filed a definitive proxy statement setting a Feb. 3 shareholder vote on Adobe’s cash offer.
- Investors are also watching Fed minutes and weekly jobless claims in a holiday-thinned week.
Adobe Inc. (ADBE) shares slipped 0.2% to $353.16 in after-hours trading on Monday, a session that runs after the market’s 4 p.m. close.
Semrush Holdings said in a definitive proxy statement — the document used to seek shareholder votes — that stockholders of record as of Dec. 26 will vote on Feb. 3 on Adobe’s all-cash offer of $12 a share. The proxy statement is dated Dec. 29 and is first being mailed on or about Dec. 31, the filing showed.
The filing puts a firm date on a key hurdle for Adobe’s planned acquisition of Semrush, giving investors a near-term catalyst as the deal moves through approvals. Adobe has said the roughly $1.9 billion transaction is expected to close in the first half of 2026, and it has pointed to the purchase as a way to add Semrush’s search-engine optimization and online visibility tools to its marketing software business.
The deal milestone also lands in a holiday-thin market after Wall Street’s main indexes ended lower on Monday as heavyweight tech shares retreated from last week’s gains. “This is not the beginning of the end of the tech dominance, it’ll turn out to be a buying opportunity,” said Hank Smith, director and head of investment strategy at Haverford Trust. Investors are watching Fed minutes and weekly jobless claims later this week, while trading volumes have been running below recent averages. 1
Adobe’s move tracked the broader tech tape. The Invesco QQQ ETF, a proxy for the Nasdaq 100, was down 0.47%, while the iShares Expanded Tech-Software ETF fell 0.66%.
Adobe’s last major company update came on Dec. 10, when it reported record fourth-quarter revenue of $6.19 billion and forecast fiscal 2026 revenue of $25.90 billion to $26.10 billion, with adjusted earnings per share of $23.30 to $23.50. The company also said it will shift reporting and guidance to emphasize subscription revenue and annual recurring revenue (ARR), a measure that annualizes the value of subscription contracts, alongside total revenue and EPS; it also targeted first-quarter revenue of $6.25 billion to $6.30 billion. 2
Investors have been parsing whether Adobe can convert heavier use of its AI features into higher subscription tiers and steadier renewals, even as competition in creative tools intensifies. The company’s guidance frame has made recurring revenue growth a central watchpoint.
The Semrush proxy filing sets up a shareholder vote as the next gate, alongside antitrust and other regulatory clearances and customary closing conditions. If approved and completed, Semrush would become a wholly owned Adobe subsidiary and stop trading publicly.
Adobe’s next scheduled catalyst is its first-quarter fiscal 2026 earnings call on March 12, according to its investor relations calendar. Traders will be listening for updates on subscription momentum, ARR growth targets and any change to the Semrush timetable. 3
In the near term, Adobe has been holding in the low-to-mid $350s, leaving traders focused on whether support near $350 continues to attract buyers in thin liquidity.
With year-end flows dominating day-to-day trading, Adobe’s next move is likely to hinge on broader tech sentiment, plus any incremental detail on the Semrush timeline and signals on demand heading into March’s results.
