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0001831840
0001831840
2025-11-18
2025-11-18
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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):
November 18, 2025
Semrush Holdings,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-40276 |
84-4053265 |
(State or Other Jurisdiction
of Incorporation) |
(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 (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 |
| 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 1.01 Entry into
a Material Definitive Agreement.
Merger Agreement
On November 18, 2025, Semrush Holdings, Inc.,
a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
by and among the Company, Adobe Inc., a Delaware corporation (“Adobe”), and Fenway Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Adobe (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject
to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving
the Merger as a wholly owned subsidiary of Adobe.
Subject to the terms and conditions of the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock, par value
$0.00001 per share, of the Company (“Class A Common Stock”) and each share of Class B common stock, par value $0.00001
per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company
Common Stock”), in each case, issued and outstanding immediately prior to the Effective Time, subject to certain limitations,
will be converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”).
Treatment of Company Equity Awards
At the Effective Time, outstanding equity awards
of the Company will generally be treated as follows:
Options.
Each vested option to purchase shares of Company Common Stock (“Option”)
and each Option held by a non-employee director or certain contractors or service providers (each, a “Specified
Individual”) will be cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise
price of such Option in respect of each underlying share. Otherwise, each unvested in-the-money Option will be assumed and converted
into a restricted stock unit award relating to Adobe common stock (an “Adobe RSU Award”),
based on the spread value of the Option and the closing price per share of Adobe common stock over the 30 consecutive calendar days ending
on (and including) the second to last calendar day preceding the closing date (“Adobe
Trading Price”), with no less favorable vesting terms. Options with an exercise price equal to or greater than the Merger
Consideration will be cancelled for no consideration.
RSU Awards. Each restricted stock unit award
relating to shares of Company Common Stock that was subject solely to service-based vesting requirements as of the grant date (“RSU
Award”) held by a Specified Individual will be cancelled and cashed out for a payment equal to the Merger Consideration in respect
of each underlying share. Each other RSU Award will be assumed and converted into an Adobe RSU Award representing equivalent value based
on the Adobe Trading Price, with no less favorable vesting terms.
PSU Awards. Each restricted stock unit award
relating to shares of Company Common Stock that is subject to performance-based vesting requirements (“PSU Award”)
that becomes vested at the Effective Time in accordance with the terms of the applicable award agreement will be cancelled and cashed
out for a payment equal to the Merger Consideration in respect of each underlying share (with achievement of applicable performance metrics
determined based on actual performance in accordance with the terms of the applicable award agreement), and the portion of the award that
does not become vested at the Effective Time in accordance with the terms of the applicable award agreement will be forfeited for no consideration.
Each other outstanding PSU Award will be assumed and converted into an Adobe RSU Award (with applicable performance goals deemed achieved
based on actual performance through the latest practicable date prior to the Closing Date) representing equivalent value based on the
Adobe Trading Price, with no less favorable service-based vesting terms.
RS
Awards. The restricted stock award relating to shares of Company Common Stock will be assumed and converted into a restricted
stock award of Adobe representing equivalent value based on the Adobe Trading Price, with no less favorable vesting
terms.
Closing Conditions
Under the terms of the Merger Agreement, the
completion of the Merger is subject to certain customary closing conditions, including, among others: (i) the approval of the Merger
Agreement and the Merger by the affirmative vote (in person or by proxy) of the holders of a majority of the voting power of the outstanding
Company Common Stock entitled to vote thereon voting as a single class (the “Company Stockholder Approval”); (ii)
the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality
qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv)
the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (v) the expiration of
the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of
other approvals under specified antitrust and foreign investment laws; and (vi) the absence of a Company Material Adverse Effect (as
defined in the Merger Agreement) on or after the date of the Merger Agreement that is continuing as of immediately prior to the closing.
Board Approval of the Merger Agreement
The Merger Agreement and the consummation of the
transactions contemplated thereby have been unanimously approved by the Company Board of Directors and the Company Board of Directors
has resolved to recommend to the stockholders of the Company to approve the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Merger.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations,
warranties and covenants made by each of the Company, Adobe and Merger Sub, including, among others, covenants by the Company regarding
the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, public disclosures and other
matters. The Company is required, among other things, not to solicit alternative business combination transactions and, subject to certain
exceptions, not to engage in discussions or negotiations regarding an alternative business combination transaction.
Termination Rights, Termination Fee
Both the Company and Adobe may terminate the Merger
Agreement under certain specified circumstances, including, among others, (i) if the Merger is not consummated by August 18, 2026, subject
to an extension to November 18, 2026, in order to obtain required regulatory approvals, (ii) if the Company Stockholder Approval is not
obtained at the Company’s stockholders meeting to approve the Merger and the Merger Agreement, (iii) in the case of Adobe, if the
Company materially breaches its covenants not to solicit alternative business combination transactions or the Company’s Board of
Directors effects a change of recommendation with respect to the proposed transaction or (iv) in the case of the Company, in order to
enter into a definitive agreement with respect to a “superior proposal” subject to certain requirements. In certain circumstances
in connection with the termination of the Merger Agreement, including if the Company materially breaches its covenants not to solicit
alternative business combination transactions, the Company’s Board of Directors effects a change of recommendation, or the Company
terminates the Merger Agreement to enter into a definitive agreement with respect to a “superior proposal,” the Company would
be required to pay Adobe a termination fee of $63,000,000 in cash.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as
Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Adobe. In particular,
the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential
disclosure letters provided by each of the Company and Adobe to each other in connection with the signing of the Merger Agreement or
in filings of the respective parties with the United States Securities and Exchange Commission (the “SEC”). These
confidential disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties
and certain covenants set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used
for the purposes of allocating risk between the Company and Adobe rather than establishing matters of fact. Accordingly, the representations
and warranties in the Merger Agreement should not be relied on as a characterization of the actual state of facts about the Company,
Merger Sub or Adobe. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information
regarding the Merger Agreement, the Merger, the Company, Merger Sub, Adobe, their respective affiliates and their respective businesses,
that will be contained in, or incorporated by reference into, the proxy statement on Schedule 14A that the Company will file, as well
as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that the Company may make with the SEC.
Voting Agreements
In connection with the transaction, certain stockholders
of the Company, (collectively, the “Support Stockholders”) have executed voting and support agreements (the “Voting
Agreements”) in favor of Adobe concurrently with the execution of the Merger Agreement, pursuant to which such Support Stockholders
have agreed, among other things and subject to the terms and conditions of the Voting Agreements, to vote certain shares of Company Common
Stock owned by them in favor of the approval and adoption of the Merger and the Merger Agreement. The Support Stockholders represent
approximately 75% of the votes of all issued and outstanding shares of the Company Common Stock entitled to vote on the adoption of the
Merger Agreement. The Voting Agreements will terminate upon the earliest of (i) such date and time as the Merger Agreement shall be validly
terminated, (ii) the effective time of the Merger, or (iii) any amendment of the Merger Agreement that (x) results in a decrease in,
or a change to the form of, the consideration that would be payable to the Support Stockholders or (y) otherwise amends the Merger Agreement
in a manner adverse in any material respect to the Support Stockholders.
The foregoing description of the Voting Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Voting Agreement, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
| |
|
|
| 2.1* |
|
Agreement and Plan of Merger, by and among Semrush Holdings, Inc., Adobe Inc. and Fenway Merger Sub. Inc., dated November 18, 2025. |
| |
|
|
| 10.1 |
|
Form of Voting and Support Agreement, by
and among Adobe Inc. and certain stockholders of Semrush Holdings, Inc. |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * |
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. the Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information
contained in this communication, the matters discussed herein contain forward-looking statements that involve risks and uncertainties.
Such statements are provided under the “safe harbor” protection of the Act In some cases, you can identify forward-looking
statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,”
“plans,” “positioning,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy,
plans or intentions. Forward-looking statements include, but are not limited to, statements about transition and the impact of recent
changes to our executive management team; statements regarding the expectations of demand for our products and cash flow generation; statements
about improvements to and expansion of our products and platform, and launching new products; statements about future operating results,
including revenue, growth opportunities, variability of expenses, ability to realize efficiencies, future spending and incremental investments,
business trends, our ability to deliver profits, and growth and value for stockholders; and assumptions regarding foreign exchange rates.
Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the Merger Agreement
(the “Transaction”), including the expected time period to consummate the Transaction, opportunities, anticipated future
performance, expected share buyback programs and expected dividends. All such forward-looking statements are based upon current plans,
estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of
the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors
that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion
of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the
Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the possibility that the Company’s stockholders may not approve the Transaction; the risk that the parties may not be able to satisfy
the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations
due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of
the Company’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’
business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel
and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen
or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital
expenditures; the risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors
and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions
that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of various events that could
disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats
and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties;
and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside
of the Company’s control. All such factors are difficult to predict and are beyond our control, including those detailed in the
Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1831840/000162828025009448/semr-20241231.htm),
quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities Exchange Commission (“SEC”)
and that are available at https://investors.semrush.com/financials/sec-filings/default.aspx and at https://www.sec.gov/edgar/search/#/ciks=0001831840&entityName=SEMrush%2520Holdings%252C%2520Inc.
%2520(SEMR)%2520(CIK%25200001831840).
The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove
to be accurate. Other unpredictable or factors not discussed in this communication could also have material adverse effects on forward-looking
statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law.
These forward-looking statements speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the Transaction, the Company
will file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to the stockholders of the Company
seeking their approval of the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING
THE COMPANY, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free
copies of these documents, including the proxy statement, and other documents filed with the SEC by the Company through the website maintained
by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge
by accessing the Company’s website at https://investors.semrush.com/financials/sec-filings/default.aspx or by contacting the Company
via email by sending a message to ir@semrush.com.
Participants in the Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction
under the rules of the SEC. Information about the interests of the directors and executive officers of the Company and other persons
who may be deemed to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement related to the Transaction,
which will be filed with the SEC. Information about the directors and executive officers of the Company, their ownership of the Company
common stock, and the Company’s transactions with related persons is set forth in the sections entitled “Directors, Executive
Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and Director Independence” included in the Company’s
annual report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 3, 2025 (and which is available
at https://www.sec.gov/Archives/edgar/data/1831840/000162828025009448/semr-20241231.htm), and in the sections entitled “Corporate
Governance,” and “Security Ownership of Certain Beneficial Owners and Management,” included in the Company’s
definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, as filed the SEC on April 17, 2025 (and which
is available at https://www.sec.gov/Archives/edgar/data/1831840/000162828025018235/semr-20250417.htm). To the extent holdings
of the Company’s securities by its directors or officers have changed since the amounts set forth in the Company’s definitive
proxy statement in connection with the 2025 Annual Meeting of Stockholders, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. Additional information regarding the interests
of such participants in the solicitation of proxies in respect of the Transaction will be included in the proxy statement and other relevant
materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the SEC’s website
at https://www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SEMRUSH HOLDINGS, INC. |
| |
|
| Date: November 19, 2025 |
By: |
/s/ David Mason
|
| |
Name: |
David Mason |
| |
Title: |
Chief Legal Officer and Secretary |
