Semrush (NYSE: SEMR) investors overwhelmingly back Adobe merger and executive pay

Rhea-AI Filing Summary

Semrush Holdings, Inc. held a special stockholder meeting on February 3, 2026 to vote on its planned merger with Adobe Inc.. Stockholders owning about 89.5% of the voting power were present, satisfying quorum requirements.

Stockholders voted to adopt the November 18, 2025 Merger Agreement under which a wholly owned Adobe subsidiary will merge into Semrush, leaving Semrush as a wholly owned Adobe subsidiary. The Merger Agreement Proposal received 304,825,418 votes for, 29,533 against and 70,415 abstentions. They also approved, on a non-binding advisory basis, merger-related compensation for Semrush’s named executive officers, with 304,593,379 votes for, 266,042 against and 65,945 abstentions. Because Proposal 1 passed, no vote on adjournment was needed.

Insights

M&A and governance analyst

Semrush investors approved the Adobe merger and related executive pay by overwhelming margins.

The special meeting was called to decide whether Semrush should proceed with its previously signed Merger Agreement with Adobe. Quorum was strong, with about 89.5% of the voting power represented, showing high participation in this strategic decision.

The Merger Agreement Proposal passed overwhelmingly, with 304,825,418 votes in favor versus 29,533 against and 70,415 abstentions. This clears a key stockholder-approval condition so the transaction can move toward closing, subject to any remaining regulatory or contractual conditions described elsewhere.

Shareholders also approved, on an advisory and non-binding basis, compensation related to the merger for Semrush’s named executive officers, by 304,593,379 votes for, 266,042 against and 65,945 abstentions. While advisory, this indicates broad support for the pay arrangements tied to the Adobe transaction.

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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): February 3, 2026

Semrush Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

001-40276						84-4053265
(Commission File Number)						(I.R.S. Employer Identification No.)
800 Boylston Street, Suite 2475 Boston, Massachusetts						02199
(Address of Principal Executive Offices)						(Zip Code)

(800) 851-9959
(Registrant’s Telephone Number, Including Area Code)

(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:

☐ 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

Class A Common Stock, par value $0.00001 per share

SEMR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07. Submission of Matters to a Vote of Security Holders.

On February 3, 2026, Semrush Holdings, Inc., a Delaware corporation (“Semrush”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of November 18, 2025 (the “Merger Agreement”), by and among Semrush, Adobe Inc., a Delaware corporation (“Adobe”), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Adobe (“Merger Sub”), pursuant to which Merger Sub will merge with and into Semrush (the “Merger”), with Semrush surviving the Merger as a wholly owned subsidiary of Adobe.

There were 130,436,147 shares of Class A common stock of Semrush, par value $0.00001 per share (the “Class A Common Stock”), and 21,019,818 shares of Class B Common stock of Semrush, par value $0.00001 per share (the “Class B Common Stock” and, together with the Class A Common stock, the “Semrush Common Stock”) issued and outstanding as of the close of business on December 26, 2025, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 98,727,186 shares of Semrush’s Class A Common Stock and 20,619,818 shares of Semrush’s Class B Common Stock were present or represented by proxy, representing approximately 89.5% of the voting power of all issued and outstanding shares of Semrush Common Stock entitled to vote at the Special Meeting as of the close of business on the Record Date, which constituted a quorum.

At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Semrush with the U.S. Securities and Exchange Commission on December 29, 2025 (the “Proxy Statement”)):

Proposal 1 – The Merger Agreement Proposal: To adopt the Merger Agreement.

Proposal 2 – The Merger-Related Compensation Proposal: To approve, on an advisory (non-binding) basis the
compensation that may be paid or become payable to Semrush’s named executive officers that is based on or
otherwise relates to the Merger Agreement and the transactions contemplated thereby.

Each proposal was approved by the requisite vote of Semrush’s stockholders. Because there were sufficient votes to approve Proposal 1 – The Merger Agreement Proposal, a vote on the adjournment proposal described in the Proxy Statement was not held. A summary of the voting results for each proposal is set forth below.

Proposal 1 – The Merger Agreement Proposal

Votes For						Votes Against						Abstentions
304,825,418						29,533						70,415

Proposal 2 – The Merger-Related Compensation Proposal

Votes For						Votes Against						Abstentions
304,593,379						266,042						65,945

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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

			SEMRUSH HOLDINGS, INC.
Date: February 3, 2026			By:			/s/ David Mason
						David Mason
						Chief Legal Officer and Secretary

FAQ

What did Semrush (SEMR) stockholders approve at the special meeting with Adobe?

Semrush stockholders approved the Agreement and Plan of Merger with Adobe, allowing a wholly owned Adobe subsidiary to merge into Semrush so that Semrush becomes Adobe’s wholly owned subsidiary. This vote satisfies the key stockholder-approval condition for the planned acquisition to proceed.

How strong was stockholder support for the Semrush–Adobe merger proposal?

Support for the merger proposal was extremely strong, with 304,825,418 votes for, 29,533 against, and 70,415 abstentions. This outcome, combined with approximately 89.5% voting power represented at the meeting, indicates broad investor backing for the transaction with Adobe.

Did Semrush (SEMR) stockholders approve merger-related executive compensation?

Yes. Stockholders approved, on an advisory and non-binding basis, the merger-related compensation for Semrush’s named executive officers. The vote totaled 304,593,379 shares for, 266,042 against, and 65,945 abstentions, signaling substantial support for the compensation arrangements linked to the Adobe deal.

What was the quorum and voting power at Semrush’s special meeting on the Adobe merger?

At the special meeting, holders of 98,727,186 Class A shares and 20,619,818 Class B shares were present or represented by proxy. Together, this represented about 89.5% of the voting power of all Semrush common stock entitled to vote as of the December 26, 2025 record date.

Why was there no vote on the adjournment proposal at the Semrush special meeting?

No vote on the adjournment proposal was needed because the Merger Agreement Proposal already received sufficient votes for approval. Adjournment would only have been considered if additional time was necessary to solicit votes, which the strong support made unnecessary in this case.

What happens to Semrush after completion of the merger with Adobe?

Under the approved Merger Agreement, Fenway Merger Sub, a direct, wholly owned Adobe subsidiary, will merge with and into Semrush. After completion of this merger, Semrush will survive as a wholly owned subsidiary of Adobe, rather than as an independent publicly traded company.