{"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","headline":"Adobe completes $12.00/share acquisition of Semrush; SEMR to be delisted","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-017299","json":"https://secwatch.observer/filing/0001140361-26-017299.json","markdown":"https://secwatch.observer/filing/0001140361-26-017299.md","text":"https://secwatch.observer/filing/0001140361-26-017299.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/ef20071354_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T03:08:06.592525+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9d8f20dcd2","claim":"Wade Sherman was appointed as Director at SEMrush Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","confidence":0.95},{"claim_id":"cbdb57cf975dc3d7e8a6f6c3509734399e86f264","claim":"SEMrush Holdings, Inc.: Merger closing – stockholder rights ceased; charter and bylaws amended and restated in connection with acquisition.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","confidence":0.9},{"claim_id":"c126f3f45431e51bf8ab8c0b95771d511f96ae3f","claim":"SEMrush Holdings, Inc. underwent a change of control involving Adobe Inc. for $12.00 in cash (closed 2026-04-28).","evidence_excerpt":"☐ Introduction Merger Agreement On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; 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shareholders receive 0.9790 Mission shares + $14.85 cash per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246170","json":"https://secwatch.observer/filing/0001193125-26-246170.json","markdown":"https://secwatch.observer/filing/0001193125-26-246170.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"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_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"☐ Introduction Merger Agreement On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-243139","ticker":"MBC","company_name":"MasterBrand, Inc.","filed_at":"2026-05-28T13:11:57+00:00","headline":"MasterBrand completes all-stock merger with American Woodmark; 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