SEMrush Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(800 ) 851-9959
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(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:
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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).
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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.
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 | |||||||||||