SEMrush Holdings, Inc.: M&A transaction — 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

Executive movements

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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.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

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

Action: appointed
Role: Director

Exact text from the 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.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: bylaw amendment

Exact text from the 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

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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

Action: change of control
Counterparty: Adobe Inc.
Consideration: $12.00 in cash
Closing: 2026-04-28

Exact text from the filing

☐ Introduction Merger Agreement On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware

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42 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001140361-26-017299

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