8-K filed April 28, 2026, 7:59 PM ET CIK 0001831840

M&A confidence high sentiment neutral materiality 1.00

Adobe completes $12.00/share acquisition of Semrush; SEMR to be delisted

SEMrush Holdings, Inc.

Merger completed; each SEMR share converted into $12.00 cash, no interest.
Semrush becomes wholly owned subsidiary of Adobe; all directors replaced.
Common stock delisted from NYSE under "SEMR"; company will deregister under Exchange Act.
Wade Sherman appointed as President and director of surviving company.
Charter and bylaws amended and restated effective April 28, 2026.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001140361-26-017299
form_type: 8-K
ticker: null
cik: 0001831840
company_name: SEMrush Holdings, Inc.
filed_at: 2026-04-28T23:59:59+00:00
discovered_at: 2026-05-14T18:02:33.054998+00:00
generated_at: 2026-05-15T03:08:06.592525+00:00
sec_items: ["2.01", "3.01", "3.03", "5.01", "5.02", "5.03", "9.01"]
event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001140361-26-017299
json_url: https://secwatch.observer/filing/0001140361-26-017299.json
markdown_url: https://secwatch.observer/filing/0001140361-26-017299.md
text_url: https://secwatch.observer/filing/0001140361-26-017299.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/ef20071354_8k.htm
generated_by_model: deepseek-v4-flash:cloud@v2
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Wade Sherman

Director

SEMrush Holdings, Inc.

Effective: 2026-04-28
Filed: April 28, 2026, 7:59 PM ET

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.

Source-grounded claims

9d8f20dcd2

Wade Sherman was appointed as Director at SEMrush Holdings, Inc..

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.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

cbdb57cf975dc3d7e8a6f6c3509734399e86f264

SEMrush Holdings, Inc.: Merger closing – stockholder rights ceased; charter and bylaws amended and restated in connection with acquisition.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

c126f3f45431e51bf8ab8c0b95771d511f96ae3f

SEMrush Holdings, Inc. underwent a change of control involving Adobe Inc. for $12.00 in cash (closed 2026-04-28).

false 12-31 0001831840 0001831840 2026-04-28 2026-04-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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.

Comparable filing

Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: executive_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

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.

Comparable filing

B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

false 12-31 0001831840 0001831840 2026-04-28 2026-04-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

MBC

MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

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.

Comparable filing

The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a

This filing

false 12-31 0001831840 0001831840 2026-04-28 2026-04-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

GIG

Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed

GigCapital7 Corp. May 29, 2026, 7:45 PM ET m_and_a Items 2.01, 3.02, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.06, 8.01

same fact type: executive_change same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a

This filing

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.

Comparable filing

and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026

Filing page SEC filing

CECO

CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash

CECO ENVIRONMENTAL CORP June 1, 2026, 9:16 AM ET m_and_a Items 2.01, 2.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 5.03, 9.01 same event type: m_and_a

This filing

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.

Comparable filing

the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.

Filing page SEC filing

Source: SEC EDGAR

accession 0001140361-26-017299

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.