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Adobe closes $12-per-share Semrush acquisition (NYSE: SEMR)

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adobe Inc. has completed its acquisition of Semrush Holdings, Inc., with each share of Semrush Class A and Class B common stock converted into the right to receive $12.00 in cash. Semrush survived the merger as a wholly owned subsidiary of Adobe.

Semrush’s Class A common stock, previously traded on the NYSE under the symbol “SEMR,” is being delisted, and the company plans to deregister the shares and suspend SEC reporting by filing Forms 25 and 15. All prior Semrush directors resigned at closing, and an Adobe designee, Wade Sherman, joined the board. Semrush’s certificate of incorporation and by-laws were fully amended and restated in connection with the merger.

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Insights

Adobe’s cash acquisition of Semrush takes SEMR private at $12 per share.

The transaction converts all outstanding Semrush common shares into a fixed $12.00 cash payment, ending public ownership and making Semrush a wholly owned Adobe subsidiary. For prior shareholders, the investment shifts from an ongoing equity position to a completed cash payout.

Semrush stock will be delisted from the NYSE and deregistered via Form 25 and Form 15, so ongoing SEC reporting will cease. Governance fully transitions to Adobe: all former directors departed at closing, charter and by-laws were restated, and an Adobe executive, Wade Sherman, joined the board.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger cash price $12.00 per share Cash Merger Consideration for each Semrush common share at Effective Time
Merger agreement date November 18, 2025 Date of Agreement and Plan of Merger among Semrush, Adobe and Merger Sub
Merger closing date April 28, 2026 Date Adobe completed its acquisition of Semrush and merger became effective
Delisting timing April 28, 2026 NYSE trading in Semrush Class A stock suspended before market open on this date
Certificate of Incorporation date April 28, 2026 Second Amended and Restated Certificate of Incorporation effectiveness
By-laws date April 28, 2026 Fourth Amended and Restated By-laws effectiveness for Semrush
Merger Consideration financial
"was automatically converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Adobe RSU Award financial
"was converted into a restricted stock unit award relating to Adobe common stock (an “Adobe RSU Award”)"
Equity Award Conversion Ratio financial
"by the quotient of (a) the Merger Consideration divided by (b) the Adobe Trading Price (the “Equity Award Conversion Ratio”)"
Form 25 regulatory
"requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
change in control financial
"As a result of the consummation of the Merger, a change in control of the Company occurred"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Understanding 8-K Material Events →
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): April 28, 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 (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. ☐

Introduction

Merger Agreement
 
On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 18, 2025, by and among the Company, 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 merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Adobe.
 
At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, 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, was automatically converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”).
 
Equity Awards
 
At the Effective Time, equity awards outstanding as of immediately prior to the Effective Time were generally treated as follows:
 
Options. Each vested option to purchase shares of Company Common Stock (“Option”) and each Option held by a non-employee director, contractors or other certain service providers (each, a “Specified Individual”) was 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 not covered by the preceding sentence was converted into a restricted stock unit award relating to Adobe common stock (an “Adobe RSU Award”), in respect of a number of shares of Adobe common stock obtained by dividing the spread value of the Option by 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 were 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 was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share. Each other RSU Award was converted into an Adobe RSU Award in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the RSU Award by the quotient of (a) the Merger Consideration divided by (b) the Adobe Trading Price (the “Equity Award Conversion Ratio”), 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 became vested at the Effective Time in accordance with the terms of the applicable award agreement was 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 did not become vested at the Effective Time in accordance with the terms of the applicable award agreement was forfeited for no consideration. Each other outstanding PSU Award was 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) in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the PSU Award by the Equity Award Conversion Ratio, with no less favorable service-based vesting terms.
 
Restricted Stock Awards. The restricted stock award relating to shares of Company Common Stock was assumed and converted into a restricted stock award of Adobe in respect of a number of shares of Adobe common stock obtained by multiplying the number of shares of Company Common Stock underlying the restricted stock award by the Equity Award Conversion Ratio, with no less favorable vesting terms.
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
 
The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 19, 2025, and which is incorporated herein by reference.
 
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The information set forth in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
 
Prior to the completion of the Merger, shares of Class A Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “SEMR.” The Company notified the NYSE on April 17, 2026 of the consummation of the Merger. In connection with the consummation of the Merger, the Company requested that the NYSE suspend trading of the Class A Common Stock on the NYSE and remove the Class A Common Stock from listing on the NYSE, in each case, prior to the opening of the market on April 28, 2026. The Company also requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to report the delisting of the Class A Common Stock from the NYSE and to deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
Upon the effectiveness of the Form 25, the Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the deregistration of the Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
 
Item 3.03.
Material Modification to Rights of Security Holders.
 
The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
 
At the Effective Time, each holder of Company Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration, subject to the terms and conditions set forth in the Merger Agreement.
 
Item 5.01.
Changes in Control of Registrant.
 
The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
 
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Adobe.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
 
As of the Effective Time, in connection with the consummation of the Merger, all of the directors of the Company immediately prior to the Effective Time ceased serving as directors of the Company. These departures were solely in connection with the Merger and not a result of any disagreements between the Company and the directors on any matter related to the Company’s operations, policies or practices.
 
In connection with the consummation of the Merger, Wade Sherman was appointed to the board of directors of the Company, effective as of the Effective Time.
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
The information set forth in the Introduction, Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
 
Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company and the Third Amended and Restated By-laws of the Company were amended and restated in their entirety. The Second Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated By-laws of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01.
Exhibits.

(d)
Exhibits.

Exhibit
Number
  
Description
     
2.1
  
Agreement and Plan of Merger, dated as of November 18, 2025, by and among Semrush Holdings, Inc., Adobe Inc. and Fenway Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Semrush Holdings, Inc.’s Current Report on Form 8-K, filed on November 19, 2025).*
3.1
  
Second Amended and Restated Certificate of Incorporation of Semrush Holdings, Inc., dated as of April 28, 2026.
3.2
  
Fourth Amended and Restated By-laws of Semrush Holdings, Inc., dated as of April 28, 2026.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).


*
All schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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.
   
 
By:
/s/ Wade Sherman
   
Name:
 Wade Sherman
   
Title:
 President

Date: April 28, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What happened to Semrush Holdings (SEMR) in its deal with Adobe?

Semrush Holdings was acquired by Adobe Inc., and now operates as a wholly owned subsidiary. Each share of Semrush Class A and Class B common stock was converted into the right to receive $12.00 in cash, ending Semrush’s status as an independent public company.

How much will Semrush (SEMR) shareholders receive in the Adobe acquisition?

Each outstanding share of Semrush common stock is entitled to receive $12.00 in cash, without interest. This fixed cash amount, called the Merger Consideration, applies to both Class A and Class B shares that were issued and outstanding immediately before the merger’s effective time.

What happens to Semrush (SEMR) stock listing after the Adobe merger?

Semrush’s Class A common stock, trading under symbol SEMR, is being delisted from the New York Stock Exchange. The company requested a Form 25 filing to remove the listing and deregister the shares under Section 12(b) of the Exchange Act following the merger’s completion.

Will Semrush (SEMR) continue filing reports with the SEC after the merger?

Following the merger, Semrush intends to file Form 15 with the SEC. This filing is meant to terminate registration of its Class A common stock under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act, ending regular public reporting.

How were Semrush (SEMR) employee equity awards treated in the Adobe transaction?

Outstanding Semrush options, RSUs, PSUs and restricted stock were either cashed out for amounts based on the $12.00 Merger Consideration or converted into Adobe RSU Awards. The conversion used an Equity Award Conversion Ratio tied to Adobe’s trading price, with vesting terms generally preserved.

Did Semrush (SEMR) experience a change in control when Adobe acquired it?

Yes. The completion of the merger resulted in a change in control of Semrush. The company became a wholly owned subsidiary of Adobe, all prior directors ceased serving, and Adobe’s designee Wade Sherman joined the board, reflecting full corporate control by Adobe.

Filing Exhibits & Attachments

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