DEFA14A: Semrush Merger Faces Lawsuits, Proxy Statement Supplemented

Semrush Holdings, Inc. filed additional proxy materials addressing three lawsuits challenging its proposed acquisition by Adobe Inc. and providing supplemental disclosures.

Summary

• Semrush Holdings, Inc. (SEMR) is being acquired by Adobe Inc. (Adobe) through a merger where Semrush will become a wholly-owned subsidiary of Adobe.
• The Special Meeting for Semrush stockholders to vote on the merger is scheduled for February 3, 2026, at 10:00 a.m. Eastern Time.
• Stockholders of record as of December 26, 2025, are eligible to vote.
• Three lawsuits have been filed by purported stockholders (Steven Weiss, Richard McDaniel, Joel Zalvin) alleging the definitive proxy statement was materially incomplete due to misrepresentations and omissions.
• The lawsuits name Semrush's directors and, in two cases, the Company itself as defendants, seeking to enjoin the merger.
• Semrush believes the claims are without merit but is voluntarily supplementing the proxy statement to moot the disclosure claims and alleviate litigation costs and risks.
• Supplemental disclosures include details on the formation of a Transaction Committee on September 12, 2025, comprising Mark Vranesh (Chairperson), Oleg Shchegolev, and Dylan Pearce.
• The Transaction Committee was formed for convenience to negotiate and evaluate the Adobe transaction, not due to conflicts of interest, and members were not compensated for this service.
• Non-disclosure agreements with Party A and Party B, including one-year standstill provisions, expired on November 18, 2025, upon signing the Merger Agreement.
• Adobe's revised offer on October 14, 2025, was $12.00 per share in cash, with the Class A Common Stock closing at $7.10 per share on October 13, 2025.
• Financial analyses from Centerview included Selected Public Company Analysis and Selected Precedent Transactions Analysis, with median NTM EV Trading Multiples and EV / NTM Revenue figures provided.

Sentiment

Score: 4

Explanation: The filing addresses significant negative developments (lawsuits) related to a major corporate event (merger). While the company denies the claims and is taking steps to mitigate, the existence of litigation and its potential to delay or derail the merger introduces considerable uncertainty and risk. The merger itself is positive, but this filing focuses on the challenges.

Positives

• The company believes the claims asserted in the lawsuits are without merit.
• The company is proactively supplementing the proxy statement to address litigation risks and costs, aiming to proceed with the merger.
• The proposed merger with Adobe offers a cash acquisition at $12.00 per share, representing a significant premium over the $7.10 closing price on October 13, 2025.

Negatives

• Three lawsuits have been filed by purported stockholders challenging the merger, alleging material omissions and misrepresentations in the proxy statement.
• The lawsuits seek, among other relief, an order enjoining the consummation of the Merger, which could delay or prevent the transaction.
• There is no assurance regarding the ultimate outcome of the lawsuits, and additional similar complaints may be filed.
• Litigation introduces costs, risks, and uncertainties for the company.

Risks

• The expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction.
• The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement.
• The possibility that the Company's stockholders may not approve the Transaction.
• Risks related to disruption of management time from ongoing business operations due to the Transaction.
• The risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock.
• The risk that the Transaction and its announcement could have an adverse effect on the parties business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally.
• The risk of unforeseen or unknown liabilities.
• The risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers.
• The 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.
• The risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats and governmental response to them, and technological changes.
• The risks of labor disputes, changes in labor costs and labor difficulties.
• The 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 company's forward-looking statements address the expected timing and likelihood of completing the merger, potential impacts on business relationships, and the ability to retain personnel. They also acknowledge uncertainties regarding governmental and regulatory approvals and the possibility of the merger agreement terminating.

Management Comments

• "The Company believes that the claims asserted in the Lawsuits are without merit."
• "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."
• "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 filing references "broader mergers-and-acquisitions market conditions" as a context for Centerview's understanding of Adobe's strategic rationale. The listed comparable companies and precedent transactions are within the software/digital marketing analytics industry, indicating ongoing M&A activity and valuation benchmarks in this sector.

Comparison to Industry Standards

• Selected Public Company Analysis included Amplitude, Inc. (3.3x NTM EV Revenue), Braze, Inc. (3.5x NTM EV Revenue), DoubleVerify Holdings, Inc. (1.9x NTM EV Revenue, 5.8x NTM EV EBITDA), Freshworks Inc. (3.0x NTM EV Revenue, 13.5x NTM EV EBITDA), Similarweb Ltd. (1.9x NTM EV Revenue), Sprinklr, Inc. (1.6x NTM EV Revenue, 8.6x NTM EV EBITDA), Sprout Social, Inc. (1.1x NTM EV Revenue, 9.2x NTM EV EBITDA), and Zeta Global Holdings, Corp. (3.0x NTM EV Revenue, 13.2x NTM EV EBITDA), with a median NTM EV Revenue of 2.5x and NTM EV EBITDA of 9.2x.
• Selected Precedent Transactions Analysis included Jamf Holding Corp. (2.9x EV / NTM Revenue, October 2025), Integral Ad Science Holding Corp. (3.0x EV / NTM Revenue, September 2025), PROS Holdings, Inc. (3.7x EV / NTM Revenue, September 2025), Olo Inc. (4.3x EV / NTM Revenue, July 2025), Zuora, Inc. (3.2x EV / NTM Revenue, October 2024), WalkMe Ltd. (3.9x EV / NTM Revenue, June 2024), Livevox Holdings, Inc. (2.5x EV / NTM Revenue, October 2023), and Momentive Global Inc. (2.9x EV / NTM Revenue, March 2023), with a median EV / NTM Revenue of 3.1x.

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, and seek to enjoin the merger.

Stakeholder Impact

• Shareholders: Face uncertainty due to litigation potentially delaying or preventing the merger, but also stand to benefit from the $12.00 cash per share if the merger proceeds. Required to vote on the merger.
• Employees: Risk of disruption to management time and potential adverse effects on the ability to retain and hire key personnel due to the transaction and associated litigation.
• Customers/Suppliers: Risk of adverse effects on business relationships.

Next Steps

• Semrush stockholders will vote on the merger at the Special Meeting on February 3, 2026.
• The company will continue to address the ongoing litigation.
• Completion of the merger is contingent on stockholder approval and satisfaction of other conditions.

Key Dates

Recommendation

While the proposed acquisition price of $12.00 per share represents a significant premium over the pre-announcement trading price, the emergence of three lawsuits seeking to enjoin the merger introduces substantial uncertainty and risk. The company's denial of merit and supplemental disclosures aim to mitigate these risks, but the ultimate outcome of the litigation is unknown and could delay or even prevent the transaction. Investors should hold, awaiting clarity on the legal proceedings and the outcome of the stockholder vote, as the current situation presents both potential upside (if merger proceeds) and downside (if merger is delayed or terminated due to litigation).

Keywords

Semrush, Adobe, Merger, Acquisition, Proxy Statement, SEC Filing, Litigation, Stockholder Meeting, Corporate Governance, Financial Analysis, M&A, SEMR, Shareholder Vote, Disclosure, Risk Factors