Form 4: Semrush Acquired by Adobe for $12.00 Per Share

Semrush Holdings, Inc. has been acquired by Adobe Inc. in a merger transaction, with all outstanding shares converted to cash.

Summary

• Semrush Holdings, Inc. completed a merger with Adobe Inc. on April 28, 2026.
• Under the terms of the agreement, Semrush became a wholly owned subsidiary of Adobe.
• All outstanding shares of Semrush Class A and Class B common stock held by the reporting person were converted into the right to receive $12.00 per share in cash.
• The reporting person, Oleg Shchegolev, disposed of his entire direct and indirect beneficial ownership in the company as part of the merger.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it represents the finalization of a previously announced merger rather than new operational performance data.

Positives

• Shareholders received a definitive cash consideration of $12.00 per share.
• The transaction provides immediate liquidity for equity holders.

Negatives

• The company ceases to exist as an independent publicly traded entity.
• The reporting person no longer holds any equity interest in the issuer.

Risks

• Integration risks associated with the acquisition by Adobe Inc.
• Potential loss of independent strategic focus following the merger.

Future Outlook

The company is now a wholly owned subsidiary of Adobe Inc., and no further independent guidance or forward-looking statements are provided for Semrush as a standalone entity.

Management Comments

• The transaction was executed pursuant to the Agreement and Plan of Merger dated November 18, 2025.

Industry Context

StockSavvy.ai notes that this acquisition represents a significant consolidation in the marketing technology and SEO software space, as Adobe continues to expand its digital experience and content creation ecosystem by absorbing specialized SaaS platforms.

Comparison to Industry Standards

• The acquisition follows a trend of large-cap software companies (like Adobe, Salesforce, and HubSpot) acquiring specialized marketing analytics and SEO tools to bolster their enterprise suites.
• The $12.00 per share cash-out price represents the final valuation benchmark for Semrush shareholders.

Legal Proceedings

• The transaction was completed pursuant to the Agreement and Plan of Merger dated November 18, 2025.

Related Party Transactions

• The reporting person held shares through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 and Shchegolev Holdings, LLC.

Stakeholder Impact

• Shareholders have been cashed out at $12.00 per share.
• Employees and customers will transition to the Adobe corporate structure.

Next Steps

• Delisting of Semrush common stock from public exchanges.
• Integration of Semrush operations into Adobe Inc.

Key Dates

Keywords

Semrush, Adobe, Merger, Acquisition, Form 4, Oleg Shchegolev, Takeover