SEMrush Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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)

 

(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):

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

 

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:

 

 

 

 

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

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.

Date: April 28, 2026

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