Semrush Holdings, Inc. Announces Acquisition by Adobe, Delisting from NYSE, and Major Corporate Changes

Key Points

• Semrush Holdings, Inc. (“SEMrush” or “the Company”) has been acquired by Adobe.
• Following the merger, Semrush will be delisted from the New York Stock Exchange (NYSE) and become a wholly owned subsidiary of Adobe.
• Shareholders of Semrush will no longer have rights as public shareholders, except for the right to receive the merger consideration as specified in the merger agreement.
• The Company will file for deregistration with the U.S. Securities and Exchange Commission (SEC), ceasing its public reporting obligations.
• Amended and restated articles of incorporation and by-laws have been adopted post-merger.

In-Depth Details for Investors

1. Completion of Acquisition by Adobe

Semrush Holdings, Inc. has completed its acquisition by Adobe, resulting in a fundamental change in the Company’s structure and status. As per the merger agreement, Semrush has become a wholly owned subsidiary of Adobe. The transaction was finalized on April 28, 2026.

The full effects and terms of the merger are governed by the merger agreement, which was previously filed with the SEC. Investors and shareholders should note that the merger consideration, which details the payment or exchange for Semrush shares, is defined by this agreement.

2. Delisting and Deregistration

In connection with the acquisition:

• The Company’s Class A Common Stock (trading symbol: SEMR) will be removed from listing on the NYSE, effective before the market opens on April 28, 2026.
• The Company has instructed the NYSE to file a Form 25 with the SEC to report the delisting and deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934.
• Subsequently, Semrush will file a Form 15 to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Shareholders should be aware: The cessation of public trading and reporting will make the Company’s shares illiquid, and public market pricing will no longer be available.

3. Termination of Shareholder Rights

At the effective time of the merger, all holders of Semrush Common Stock immediately prior to the closing lost their rights as stockholders, except for the right to receive the merger consideration as provided in the merger agreement. This means shareholders are no longer entitled to voting, dividends, or any other rights beyond the payout or exchange detailed in the merger agreement.

4. Changes in Corporate Governance and Structure

As a result of the merger:

• There was a change in control, with Adobe assuming full control of the Company.
• The Company’s Certificate of Incorporation and By-laws were amended and restated in their entirety to reflect the new corporate governance structure as a subsidiary of Adobe.
• The Second Amended and Restated Certificate of Incorporation and Fourth Amended and Restated By-laws are now in effect.

5. Board and Management Changes (If Any)

Post-merger, the management structure and board composition may have changed, as is typical in such transactions. Any new appointments or departures would be governed by the merger agreement and new corporate by-laws.

Potential Price-Sensitive and Market-Moving Information

• Acquisition and delisting from the NYSE will have a direct impact on share liquidity and value realization for current holders.
• Shareholders must refer to the merger agreement for specifics on the consideration they will receive.
• The Company’s transition to a wholly owned subsidiary and the cessation of public reporting signal the end of its public company status.
• Any further updates or schedules regarding payments or conversions of shares should be closely monitored by former shareholders.

What Shareholders Need to Do

• Review the merger agreement (as filed with the SEC) to understand the specific terms of the merger consideration.
• Ensure that all documentation and instructions from the Company or its agents regarding the surrender or exchange of shares are followed to receive the merger proceeds.
• Consult with a financial advisor or broker regarding the tax implications and any required actions if you held shares at the time of the merger.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult with financial and legal advisors regarding their specific situations and any actions required in response to the acquisition and delisting of Semrush Holdings, Inc. The author and publisher accept no liability for any losses or damages arising from reliance on this information.

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