DEFA14A: Semrush Confirms Adobe Merger Date Correction

Semrush Holdings, Inc. filed a DEFA14A to correct the date of a key video presentation by Adobe's President regarding their upcoming merger.

Summary

• Semrush Holdings, Inc. is merging with Fenway Merger Sub, Inc., a wholly owned subsidiary of Adobe, Inc., with Semrush surviving as a wholly owned subsidiary of Adobe.
• This filing corrects a previous Schedule 14A, stating that a video transcript from Anil Chakraborty, President of Adobe's Digital Experience Business, was presented on November 19, 2025, not November 18, 2025.
• Anil Chakraborty expressed Adobe's excitement for the merger, highlighting synergies in technology, culture, and values, including a shared commitment to innovation and customer value.
• He noted Semrush's expertise in brand visibility, SEO, generative engine optimization, and its impressive data foundation, complementing Adobe's decade-long focus on customer experience and digital marketing.
• The combination is expected to bring significant benefits to Semrush, Adobe, their customers, and employees.

Sentiment

Score: 8

Explanation: The filing communicates strong enthusiasm from Adobe regarding the merger with Semrush, highlighting significant synergies and potential benefits. While it includes standard merger-related risks, the overall tone and content are highly positive about the strategic combination.

Positives

• Adobe expresses strong excitement and enthusiasm for the merger with Semrush.
• Significant synergies are identified across technology, culture, and values between Adobe and Semrush.
• Both companies share a commitment to innovation and delivering customer value and success.
• Semrush's expertise in brand visibility, SEO, generative engine optimization, and its data foundation are highly valued by Adobe.
• The merger is expected to create great potential and benefits for both companies, their customers, and employees.

Risks

• Uncertainty regarding the expected timing and likelihood of completion of the Transaction, including governmental and regulatory approvals.
• Potential for an event, change, or other circumstances that could lead to the termination of the Merger Agreement.
• Risk that Semrush's stockholders may not approve the Transaction.
• Inability of the parties to satisfy the conditions to the Transaction in a timely manner or at all.
• Disruption of management time from ongoing business operations due to the Transaction.
• Adverse effects on the market price of Semrush's common stock due to announcements related to the Transaction.
• Adverse effects on business relationships and general business, including the ability to retain customers, key personnel, and maintain supplier relationships.
• Risk of unforeseen or unknown liabilities.
• Challenges in obtaining customer, stockholder, regulatory, and other stakeholder approvals and support.
• Risk of unexpected future capital expenditures.
• Potential litigation relating to the Transaction against Semrush or its directors and/or officers.
• Issues with third-party contracts containing material consent, anti-assignment, transfer, or other provisions not waived or resolved.
• Various events that could disrupt operations, including severe weather, cybersecurity attacks, security threats, and technological changes.
• Risks of labor disputes, changes in labor costs, and labor difficulties.
• Other effects of industry, market, economic, legal or legislative, political, or regulatory conditions outside of the Company's control.

Future Outlook

Adobe anticipates great potential for the combined entity of Semrush and Adobe, expecting benefits for both companies, their customers, and employees. The transaction is subject to various conditions, including regulatory and stockholder approvals, with an expected time period to consummate the transaction.

Management Comments

• "I know I echo the thoughts of our Chair and CEO, Shantanu Narayan, our entire leadership team, and the global employees across Adobe, when I say that we are incredibly excited by today's announcement."
• "It became clear the synergies we have across all of the areas, and importantly, the great potential for the combination of Semrush and Adobe."
• "I was struck by the similarity in our values, our commitment to innovation, and delivering customer value and success."
• "Your heritage and expertise in brand visibility across SEO and generative engine optimization, along with your impressive data foundation really set you apart."
• "We believe that bringing our technology and teams together will mean great things for Semresh and Adobe, our customers, and all of you."

Industry Context

This merger signifies a strategic move by Adobe to enhance its comprehensive customer experience orchestration offering by integrating Semrush's specialized expertise in brand visibility, SEO, and generative engine optimization. It reflects a broader industry trend towards consolidating digital marketing and analytics capabilities to provide more integrated solutions for businesses seeking to optimize their online presence and customer engagement.

Legal Proceedings

• Risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers.

Stakeholder Impact

• Shareholders: Will be asked to approve the transaction; market price of common stock could be affected; potential for value creation through the merger.
• Employees: Adobe expects "great things" for the Semrush team; risk of disruption to management time; risk to ability to retain and hire key personnel.
• Customers: Expected to benefit from combined technology and teams; risk to ability to retain customers.
• Suppliers: Risk to ability to maintain relationships with suppliers.

Next Steps

• Semrush will file a definitive proxy statement on Schedule 14A with the SEC.
• The definitive proxy statement will be sent to Semrush stockholders to seek their approval of the Transaction and related matters.
• Investors and security holders are urged to read the proxy statement and other relevant documents when they become available.
• Anil Chakraborty looks forward to connecting live with the Semrush team in the coming weeks.

Key Dates

Recommendation

The filing reinforces the strategic rationale and strong commitment from Adobe for the acquisition of Semrush. The expressed synergies, shared values, and potential for enhanced market offerings suggest a positive outlook for Semrush shareholders, as the merger is expected to deliver significant value. The minor date correction does not detract from the fundamental positive implications of the acquisition.

Keywords

Semrush, Adobe, Merger, Acquisition, Digital Experience, SEO, Generative Engine Optimization, Customer Experience, Marketing Technology, Corporate Governance, Proxy Statement, SEC Filing