8-K: Semrush Files Supplemental Disclosures Amid Merger Lawsuits

Semrush Holdings, Inc. filed supplemental disclosures to its proxy statement in response to three lawsuits challenging its proposed merger with Adobe Inc.

Summary

• Semrush Holdings, Inc. (Semrush) filed an 8-K to provide supplemental disclosures to its definitive proxy statement (Schedule 14A) filed on December 29, 2025.
• The disclosures relate to a special meeting of stockholders scheduled for February 3, 2026, concerning the merger with Adobe Inc. (Adobe), where Semrush will become a wholly-owned subsidiary of Adobe.
• Three lawsuits have been filed by purported stockholders (Steven Weiss, Richard McDaniel, Joel Zalvin) alleging the proxy statement was materially incomplete due to misrepresentations and omissions.
• The lawsuits name Semrush's directors and, in two cases, the Company, seeking to enjoin the consummation of the merger.
• Semrush believes the claims are without merit but is voluntarily supplementing the proxy statement to moot disclosure claims and reduce litigation costs and risks.
• Supplemental disclosures include details on the Semrush Board of Directors meeting on September 12, 2025, where the potential Adobe transaction was discussed, and the formation of a Transaction Committee.
• The Transaction Committee, formed for convenience and not due to conflicts of interest, included Mark Vranesh (Chairperson), Oleg Shchegolev, and Dylan Pearce.
• Semrush entered into non-disclosure agreements with "Party A" and "Party B" on September 27, 2025, with standstill provisions that expired on November 18, 2025, upon signing the Merger Agreement. Eight other potential buyers declined NDAs.
• Adobe submitted a revised indication of interest on October 14, 2025, to acquire Semrush at $12.00 per share in cash, requesting 45 days of exclusivity. The closing price of Class A Common Stock on October 13, 2025, was $7.10 per share.
• Updated financial analyses from Centerview include a "Selected Public Company Analysis" chart with a median NTM EV Trading Multiple Revenue of 2.5x and EBITDA of 9.2x.
• A "Selected Precedent Transactions Analysis" chart was updated, showing a median EV / NTM Revenue of 3.1x and median Enterprise Value of $1.5 billion for comparable transactions.

Sentiment

Score: 6

Explanation: The filing addresses ongoing litigation related to a merger, which introduces uncertainty and legal costs (negatives). However, the company is proactively providing supplemental disclosures to mitigate these issues, and the merger itself represents a premium for shareholders (positives). The overall sentiment is neutral to slightly positive due to the proactive measures and the underlying value proposition of the merger, despite the legal challenges.

Positives

• The company is proactively addressing litigation by providing supplemental disclosures, aiming to mitigate legal risks and costs.
• The proposed merger with Adobe offers a cash acquisition at $12.00 per share, representing a significant premium over the $7.10 per share closing price on October 13, 2025.

Negatives

• Three lawsuits have been filed by stockholders, alleging material omissions and misrepresentations in the proxy statement, which could potentially delay or complicate the merger.
• The lawsuits seek to enjoin the consummation of the merger, introducing uncertainty.
• The company is incurring costs and risks associated with litigation, even if it believes the claims are without merit.

Risks

• Uncertainty regarding the ultimate outcome of the three lawsuits filed by purported stockholders, which allege material omissions and misrepresentations in the proxy statement.
• Possibility of additional similar complaints being filed or existing lawsuits being amended.
• Risk that the company's stockholders may not approve the transaction.
• Risk that the parties may not be able 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 the company's common stock due to announcements relating to the transaction.
• Adverse effect on business relationships and business generally, including the ability to retain customers, hire key personnel, and maintain supplier relationships.
• Risk of unforeseen or unknown liabilities.
• Risk of unexpected future capital expenditures.
• Risk associated with third-party contracts containing material consent, anti-assignment, transfer, or other provisions that may be related to the transaction which are not waived or otherwise satisfactorily resolved.
• Risks of 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.
• Risks resulting from other effects of industry, market, economic, legal or legislative, political, or regulatory conditions outside of the company's control.

Future Outlook

The filing primarily addresses past events and current litigation related to the proposed merger. Forward-looking statements are general cautionary language about the expected timing and likelihood of completing the transaction, potential impacts on stock price, business relationships, and the ability to retain personnel, as well as the possibility of unforeseen liabilities and future capital expenditures. The company does not assume an obligation to update any forward-looking statements, except as required by applicable law.

Management Comments

• "The Company believes that the claims asserted in the Lawsuits are without merit."
• "However, in order to moot the unmeritorious disclosure claims and alleviate the costs, risks and uncertainties inherent in potential litigation, the Company has determined to voluntarily supplement the Proxy Statement as described in this Form 8-K."
• "Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Lawsuits that any additional disclosure in the Proxy Statement was or is required."

Industry Context

The merger with Adobe, a major player in creative software and digital experiences, suggests a consolidation trend or strategic expansion in the digital marketing and analytics space. The inclusion of "Party A" and "Party B" (financial sponsors) and other potential buyers in the background section indicates a competitive M&A environment for companies like Semrush, which provides online visibility management and content marketing SaaS. The valuation multiples provided by Centerview (Selected Public Company Analysis and Selected Precedent Transactions Analysis) offer a snapshot of how similar companies and transactions are valued within the broader software and digital services industry.

Comparison to Industry Standards

• The proposed acquisition price of $12.00 per share by Adobe for Semrush represents a significant premium over Semrush's Class A Common Stock closing price of $7.10 on October 13, 2025, suggesting a favorable valuation for Semrush shareholders compared to its recent market performance.
• Centerview's "Selected Public Company Analysis" shows a median NTM EV Trading Multiple Revenue of 2.5x and EBITDA of 9.2x for comparable companies like Amplitude, Braze, DoubleVerify, Freshworks, Similarweb, Sprinklr, Sprout Social, and Zeta Global. This provides a benchmark for Semrush's valuation in the context of its peers.
• Centerview's "Selected Precedent Transactions Analysis" indicates a median EV / NTM Revenue of 3.1x and a median Enterprise Value of $1.5 billion for recent acquisitions in similar sectors, including Jamf Holding Corp., Integral Ad Science Holding Corp., PROS Holdings, Inc., Olo Inc., Zuora, Inc., WalkMe Ltd., Livevox Holdings, Inc., and Momentive Global Inc. This context helps assess the fairness of the Adobe offer relative to other M&A deals.

Corporate Governance

Legal Proceedings

• Steven Weiss v. Semrush Holdings, Inc., et al. (Index No. 650235/2026), filed January 13, 2026, in the Supreme Court of the State of New York, County of New York.
• Richard McDaniel vs. Semrush Holdings, Inc., et al. (Index No. 650280/2026), filed January 15, 2026, in the Supreme Court of the State of New York, County of New York.
• Joel Zalvin vs. Steven Aldrich et al. (Civil Action No. 26-140), filed January 15, 2026, in the Superior Court of the Commonwealth of Massachusetts.
• All lawsuits were filed by purported stockholders, alleging the Proxy Statement was materially incomplete due to misrepresentations and omissions in violation of New York, Florida, and Massachusetts common law.
• The lawsuits name the Company's directors and, in the Weiss and McDaniel actions, the Company itself, seeking, among other relief, an order enjoining the consummation of the Merger.
• The Company believes the claims are without merit but is voluntarily supplementing the Proxy Statement to moot the claims and alleviate litigation costs, risks, and uncertainties.

Stakeholder Impact

• Shareholders: Potential for a cash payout at $12.00 per share if the merger is approved, representing a premium. However, ongoing litigation introduces uncertainty and potential delays to this payout. The supplemental disclosures aim to address shareholder concerns raised in lawsuits.
• Management/Employees: The merger could lead to changes in management structure or employee roles as Semrush becomes a wholly-owned subsidiary of Adobe. The October 13 Proposal did not discuss retention of Semrush management.
• Customers/Suppliers: The merger and related announcements could have adverse effects on business relationships, including the ability to retain customers and maintain relationships with suppliers.

Next Steps

• Special Meeting of Semrush stockholders on February 3, 2026, to vote on the merger.
• Consummation of the merger, with Semrush becoming a wholly-owned subsidiary of Adobe, pending stockholder approval and satisfaction of other conditions.
• Resolution of the three lawsuits relating to the merger, or potential additional similar complaints.

Key Dates

Recommendation

While the proposed acquisition price of $12.00 per share offers a significant premium over the pre-offer market price, the ongoing litigation introduces material uncertainty regarding the merger's consummation. The lawsuits seek to enjoin the merger, and while the company believes the claims are without merit and is taking steps to address them, the legal process could still lead to delays or even termination. Investors should hold to see the outcome of the shareholder vote and the litigation, as the current price likely reflects the proposed acquisition value discounted by the legal risks. A "buy" would be speculative given the legal overhang, and a "sell" would forgo the premium if the merger proceeds as planned.

Keywords

Semrush, Adobe, Merger, Acquisition, 8-K, Proxy Statement, Litigation, Shareholder Lawsuit, Corporate Governance, Financial Analysis, M&A, SEM, Digital Marketing, Software