SEMrush Holdings Inc.

01/26/2026 | Press release | Distributed by Public on 01/26/2026 15:30

Material Event (Form 8-K)

Item 8.01. Other Events.
On December 29, 2025, Semrush Holdings, Inc., a Delaware corporation (the "Company" or "Semrush"), filed its definitive proxy statement on Schedule 14A (as such may be supplemented from time to time, the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") with respect to the special meeting of Semrush's stockholders (the "Special Meeting") to be held in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025, by and among the Company, 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 the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Adobe.
The Special Meeting is scheduled for February 3, 2026, beginning at 10:00 a.m. Eastern Time. Semrush's stockholders of record as of the close of business on December 26, 2025 will be eligible to vote at the Special Meeting. The information contained in this Current Report on Form 8-K (this "Form 8-K") should be read in conjunction with the Proxy Statement, which should be read in its entirety.
Litigation Relating to the Merger
As of the date of this Form 8-K, three lawsuits relating to the Merger (the "Lawsuits") have been filed: (i) Steven Weiss v. Semrush Holdings, Inc., et al. Index No. 650235/2026 (the "Weiss Action"), which was filed on January 13, 2026; (ii) Richard McDaniel vs. Semrush Holdings, Inc., et al. Index No. 650280/2026 (the "McDaniel Action"), which was filed on January 15, 2026, both of which were filed in the Supreme Court of the State of New York, County of New York, and (iii) Joel Zalvin vs. Steven Aldrich et al. Civil Action No. 26-140, which was filed on January 15, 2026, in the Superior Court of the Commonwealth of Massachusetts. The Lawsuits were filed by purported stockholders of the Company as individual actions and allege that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in violation of New York, Florida, and Massachusetts common law. The Lawsuits name as defendants the Company's directors and, in the case of the Weiss Action and the McDaniel Action, the Company and seek, among other relief, an order enjoining the consummation of the Merger. There can be no assurance regarding the ultimate outcome of the Lawsuits.
It is possible that additional, similar complaints may be filed, or that the Lawsuits described above may be amended. If this occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint or any amended complaint, unless required by law.
The Company believes that the claims asserted in the Lawsuits are without merit. However, in order to moot the unmeritorious disclosure claims and alleviate the costs, risks and uncertainties inherent in potential litigation, the Company has determined to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Lawsuits that any additional disclosure in the Proxy Statement was or is required.
Supplemental Disclosures
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the
Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. For clarity, new text within restated paragraphs from the Proxy Statement is highlighted with bold, underlined text.
(a)In the section of the Proxy Statement titled "The Merger (Proposal 1)-Background of the Merger" the disclosure in the last paragraph on page 34 is amended by replacing such paragraph with the following:
On September 12, 2025, the Semrush Board of Directors held a meeting at which the potential transaction with Adobe was discussed. At the meeting, (i) representatives of Davis Polk, counsel to Semrush, provided an overview of the Semrush Board of Directors' fiduciary duties, including with respect to their respective consideration of Semrush's possible acquisition by Adobe, and (ii) representatives of Centerview provided an overview of (a) the September 5 Proposal, (b) Centerview's understanding of Adobe's strategic rationale for pursuing the acquisition, based on publicly available information, in the context of broader mergers-and-acquisitions market conditions and (c) Centerview's preliminary financial analysis. The Semrush Board of Directors then discussed how best to respond to Adobe. Following the discussion, the Semrush Board of Directors reviewed a range of possible responses to the September 5 Proposal but did not decide how to respond. Also on September 12, 2025, the Semrush Board of Directors formed a committee (referred to as the "Transaction Committee"), as a matter of convenience, for purposes of negotiating and evaluating the proposed transaction with Adobe. The Semrush Board of Directors appointed Mark Vranesh, as Chairperson, and Oleg Shchegolev ("Mr. Shchegolev"), and Dylan Pearce to serve as members of the Transaction Committee. The Transaction Committee was not formed in response to any actual or potential conflicts of interest. The powers of the Transaction Committee included, among other things, the power to investigate, review, evaluate, assess, negotiate and propose to the Semrush Board of Directors for its approval the terms and conditions of the proposed transaction and the power to recommend to the Semrush Board of Directors whether the proposed transaction, on the terms and conditions negotiated by Semrush, was advisable and fair to and in the best interests of Semrush. Members of the Transaction Committee were not compensated for their service on the committee.
(b)In the section of the Proxy Statement titled "The Merger (Proposal 1)-Background of the Merger" the disclosure in the fifth full paragraph on page 36 is amended by replacing such paragraph with the following:
On September 27, 2025, Semrush entered into customary non-disclosure agreements with Party A and another financial sponsor (referred to as "Party B"), which were two of the parties contacted by Centerview, each of which included a standstill provision for the benefit of Semrush for a period of one year, with a customary "fallaway" provision providing that the standstill obligations would terminate in certain circumstances, including upon Semrush entering into a binding agreement related to the sale or a change of control of Semrush. The standstill provisions expired by their terms on November 18, 2025, when Semrush entered into the Merger Agreement. The eight other potential buyers contacted by Centerview regarding a potential process declined to enter into non-disclosure agreements with Semrush.
(c) In the section of the Proxy Statement titled "The Merger (Proposal 1)-Background of the Merger" the disclosure in the third full paragraph on page 37 is amended by replacing such paragraph with the following:
On October 14, 2025, representatives of Adobe submitted a revised written indication of interest, dated October 13, 2025, for Adobe to acquire all of the outstanding shares of Semrush Common Stock at
$12.00 per share in cash, including a request that Semrush agree to an exclusivity period of 45 days (referred to as the "October 13 Proposal"). Adobe indicated that a period of exclusivity was a condition to its willingness to commit the necessary resources in order to complete its due diligence activities and negotiate definitive agreements. The written indication of interest did not discuss the retention of Semrush management in the Surviving Corporation or their purchase, of or participation in, the equity of the Surviving Corporation. The closing price of the Class A Common Stock on October 13, 2025, was $7.10 per share of Class A Common Stock.
(d) The chart on page 48, in the section captioned "Summary of Centerview's Financial Analyses - Selected Public Company Analysis," is amended by adding the following:
Selected Companies NTM EV Trading Multiple
Revenue EBITDA Enterprise Value*
Amplitude. Inc. 3.3x n.m $1,280
Braze, Inc. 3.5x n.m. $2,838
DoubleVerify Holdings, Inc. 1.9x 5.8x $1,582
Freshworks Inc. 3.0x 13.5x $2,798
Similarweb Ltd. 1.9x n.m. $621
Sprinklr, Inc. 1.6x 8.6x $1,415
Sprout Social, Inc. 1.1x 9.2x $572
Zeta Global Holdings, Corp. 3.0x 13.2x $4,557
Median 2.5x 9.2x N/A
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n.m.: Not Meaningful
*Dollars in millions
(e)The chart on page 49, under the second paragraph of the section captioned "Summary of Centerview's Financial Analyses - Selected Precedent Transactions Analysis," is amended by adding the following :
Date Announced Target Acquiror EV / NTM Revenue Enterprise Value*
October 2025 Jamf Holding Corp. Francisco Partners Management, L.P. 2.9x $2.2
September 2025 Integral Ad Science Holding Corp. Novacap Management Inc. 3.0x $2.0
September 2025 PROS Holdings, Inc. Thoma Bravo 3.7x $1.4
July 2025 Olo Inc. Thoma Bravo 4.3x $1.6
October 2024 Zuora, Inc. Silver Lake Group, L.L.C. 3.2x $1.6
June 2024 WalkMe Ltd. SAP SE 3.9x $1.2
October 2023 Livevox Holdings, Inc. NICE Ltd. 2.5x $0.4
March 2023 Momentive Global Inc. STG Partners, LLC 2.9x $1.5
Median 3.1x $1.5
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*Dollars in billions
SEMrush Holdings Inc. published this content on January 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 26, 2026 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]