Will Adobe complete the Semrush acquisition by June 30, 2026?

The Semrush acquisition is a $1.9B all-cash deal -- substantially smaller than the $20B Figma deal that triggered regulatory opposition. The committee classified regulatory risk as LOW specifically for Semrush. Semrush operates in SEO/digital marketing, adjacent to but not directly competing with Adobe's core creative tools. Most tech acquisitions of this size clear HSR review within the standard 30-day waiting period, with second requests uncommon for deals with limited horizontal overlap. The 7+ month runway from announcement to the June 30 deadline provides ample buffer even if minor delays occur.

Base rate for tech acquisitions of this size (~$2B) clearing regulatory review is high (~85-90%). The Figma hangover adjusts this down modestly -- post-Figma, DOJ may apply more deliberate scrutiny to any Adobe acquisition even where overlap is limited. Key pushback factors: FTC dark patterns case creates negative regulatory backdrop for Adobe specifically, and if DOJ issues a second request, the timeline to June 30 gets tight. However, limited product overlap and complementary strategic rationale (Semrush SEO tools vs Adobe creative/marketing suite) reduce the probability of substantive regulatory challenge.

The resolution window is generous -- deal announced Nov 2025, needs to close by June 30, 2026. HSR standard review is 30 days; even with a second request (uncommon for $2B deals with limited overlap), the extended review period is typically 3-4 months additional. DOJ antitrust reviews of complementary acquisitions with limited horizontal overlap rarely result in challenges. The Figma situation was categorically different -- $20B acquisition of a direct competitor in design tools. However, the staleness note is important: no public updates on DOJ review timeline at analysis date creates genuine uncertainty about where the review stands.

Deal completion by June 30, 2026 is the strong base case. Adobe and Semrush operate in different market segments -- creative/marketing tools vs SEO/search analytics. The committee's LOW severity classification anchors this assessment. Most deals of this size close within 4-6 months of announcement, putting expected close around March-May 2026, well within deadline. The Figma precedent is not directly applicable -- different scale ($20B vs $1.9B) and competitive dynamics (direct competitor vs complementary tool). FY2026 guidance excluding Semrush revenue suggests management itself expects a mid-year close.

Strong lean toward YES. The Regulatory Reader committee explicitly classified Semrush as LOW severity. The deal size ($1.9B) is below the threshold that typically attracts intense antitrust scrutiny. Semrush is in SEO, not creative tools -- fundamentally different market definition. The Figma failure was about acquiring a direct competitor; Semrush is complementary. However, the broader regulatory environment -- FTC dark patterns case, post-Figma heightened scrutiny, current administration's stance on tech M&A -- creates a non-trivial risk of delay. A DOJ second request would add months and make the June 30 deadline tight.

The committee's LOW severity classification is the anchor, but broader regulatory environment factors warrant a discount. FTC dark patterns case, post-Figma scrutiny, and the current administration's scrutiny of tech M&A collectively create non-trivial probability of delays. The deal mechanics favor completion -- all-cash eliminates financing risk, $1.9B is manageable. If HSR clears without a second request (most likely outcome), deal closes Q1 or Q2 2026. If a second request is issued, it becomes a close call on the June 30 deadline. Probability of second request for a deal with this limited overlap: ~15-20%.

$1.9B complementary acquisition with LOW regulatory severity per committee. Most similar deals close within 4-6 months. Announced Nov 2025, ample time before June 30 deadline. Figma precedent is not applicable -- different scale and competitive dynamics. DOJ second request unlikely given limited overlap between SEO tools and creative suite.

Committee classifies as LOW severity. Deal is small, complementary, all-cash. Base rate for $2B tech acquisitions clearing regulatory review is very high. Figma was categorically different. Only realistic NO scenario requires DOJ second request that significantly delays process plus complex remedies. No competitor objections have surfaced per committee findings. FY2026 guidance excluding Semrush suggests Adobe expects mid-year closure.

The deal should close on time. LOW severity, complementary markets, manageable size. The only scenario for NO is a DOJ second request that significantly delays the process combined with complex remedies or conditions. The committee notes no specific competitor objections have surfaced. Modest discount from the base rate reflects the post-Figma ambient scrutiny and the staleness of regulatory status data -- 89 days old fundamentals mean the DOJ review could be further along (positively or negatively) than available data indicates.