Every 8-K that SEMrush Holdings, Inc. (SEMR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SEMR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SEMR filings page.
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.
Semrush Holdings, Inc. reported strong growth for the fourth quarter and full year 2025 while preparing to be acquired by Adobe. Fourth quarter revenue was $117.7 million, up 15% year-over-year, and full year revenue reached $443.6 million, up 18%.
Annual recurring revenue was $471.4 million as of December 31, 2025, up 15%, with AI products at $38 million and the Enterprise platform at $37 million in ARR. Non-GAAP income from operations was $15.0 million in Q4 and $53.3 million for 2025, for non-GAAP operating margins of 12.8% and 12%.
GAAP results showed a 2025 net loss attributable to Semrush of $18.96 million, but cash flow from operations was solid at $59.6 million for the year. The acquisition by Adobe, announced in November 2025, is expected to close in the first half of 2026, and Semrush will not hold future earnings calls or give 2026 guidance due to the pending transaction.
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.
Semrush Holdings, Inc. filed an 8-K describing shareholder litigation over its proposed merger with Adobe Inc. and providing supplemental details to its definitive proxy statement. Three individual lawsuits in New York and Massachusetts allege that the original proxy omitted material information and seek, among other remedies, to block completion of the merger. Semrush states it believes these claims are without merit but is voluntarily expanding its disclosures to reduce litigation risk. New details cover the board’s formation of a Transaction Committee, outreach to potential alternative buyers under one-year standstill agreements, Adobe’s October 13, 2025 cash indication of interest at $12.00 per share versus the $7.10 Class A closing price that day, and additional valuation comparables from Centerview’s public-company and precedent-transaction analyses. The filing also reiterates extensive forward-looking statement cautions and directs stockholders to the February 3, 2026 special meeting to vote on the merger.
Semrush Holdings, Inc. entered into a new executive employment agreement with Eugene Levin on November 21, 2025. The agreement formalizes his role and primarily adds defined severance protections rather than new ongoing compensation.
Mr. Levin will continue to receive an annual base salary of $395,000, reflecting his 2025 adjustment, and remains eligible for a target bonus equal to 100% of his base salary under the senior executive incentive bonus plan, based on company and individual performance. If he is terminated without cause or resigns for good reason, he is entitled to six months of base salary and up to six months of the employer portion of COBRA premiums, subject to signing a release.
If such a termination occurs from three months before to 12 months after a change of control, he instead receives a lump sum of 12 months of base salary plus 100% of his annual target bonus, up to 12 months of COBRA premium payments, and full acceleration of time-based equity awards. Equity awards that are not assumed, continued or substituted in a change of control will also fully vest if he is employed at that time or was recently terminated without cause or for good reason. Mr. Levin previously did not have a written employment agreement.
Semrush Holdings, Inc. has agreed to be acquired by Adobe Inc. in an all‑cash merger. Under the Agreement and Plan of Merger signed on November 18, 2025, each outstanding share of Semrush Class A and Class B common stock will be converted at closing into the right to receive $12.00 in cash, with Semrush becoming a wholly owned subsidiary of Adobe.
Employee equity will be either cashed out or converted into Adobe equity: in‑the‑money vested options and certain options and RSUs held by specified individuals are paid in cash based on the $12.00 price, while most unvested options, RSUs, PSUs and restricted stock are converted into Adobe restricted stock or RSU awards at equivalent value using an Adobe trading price formula. The deal requires stockholder approval, regulatory clearances and other customary conditions, and includes a $63,000,000 cash termination fee payable to Adobe in certain circumstances. Support stockholders holding approximately 75% of Semrush’s voting power have agreed to vote in favor of the merger, subject to the terms of their voting agreements.
Semrush Holdings, Inc. filed a current report to disclose that it announced its financial results for the fiscal quarter ended September 30, 2025. The company reported these quarterly results on November 5, 2025 and furnished a related press release as an exhibit.
The press release is included as Exhibit 99.1 and is incorporated by reference for additional details on the quarter. The information is being furnished rather than filed, meaning it is not subject to certain liability provisions under securities laws unless specifically incorporated into other reports.