8-K: Semrush Stockholders Approve Adobe Merger Agreement

Semrush Holdings, Inc. stockholders have overwhelmingly approved the merger agreement with Adobe Inc., paving the way for Semrush to become a wholly owned subsidiary of Adobe.

Summary

• Semrush Holdings, Inc. convened a special meeting of stockholders on February 3, 2026, to vote on proposals related to its merger with Adobe Inc.
• The merger agreement, dated November 18, 2025, will result in Semrush becoming a wholly owned subsidiary of Adobe.
• As of the record date, December 26, 2025, there were 130,436,147 shares of Class A Common Stock and 21,019,818 shares of Class B Common Stock outstanding.
• A quorum was present at the meeting, with holders of approximately 89.5% of the total voting power represented.
• Stockholders approved Proposal 1, the Merger Agreement Proposal, with 304,825,418 votes for, 29,533 against, and 70,415 abstentions.
• Stockholders also approved Proposal 2, the Merger-Related Compensation Proposal (on an advisory, non-binding basis), with 304,593,379 votes for, 266,042 against, and 65,945 abstentions.
• Due to sufficient votes for the Merger Agreement Proposal, an adjournment proposal was not held.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive development, as the overwhelming stockholder approval removes a key hurdle for the merger, signaling a clear path forward for the company's integration into Adobe.

Positives

• The overwhelming approval of the Merger Agreement by stockholders indicates strong support for the strategic direction and the transaction with Adobe Inc.
• The approval of the merger-related compensation package on an advisory basis suggests alignment between stockholders and management regarding executive incentives tied to the transaction.

Future Outlook

The approval of the merger agreement by Semrush stockholders signifies that the transaction with Adobe Inc. is on track to be completed, leading to Semrush becoming a wholly owned subsidiary of Adobe. This will integrate Semrush's offerings into Adobe's ecosystem.

Management Comments

• David Mason, Chief Legal Officer and Secretary, signed the report on behalf of Semrush Holdings, Inc.

Industry Context

StockSavvy.ai notes that this merger represents a significant consolidation in the digital marketing and creative software industries. Adobe's acquisition of Semrush, a leading SEO and content marketing platform, could enhance Adobe's existing marketing cloud offerings, providing a more comprehensive suite of tools for digital professionals. This move reflects a broader trend of tech giants expanding their capabilities through strategic acquisitions to offer integrated solutions.

Corporate Governance

Stakeholder Impact

• Shareholders: The approval of the merger means Semrush shareholders will receive consideration as per the merger agreement, leading to a change in their investment.
• Employees: The merger will integrate Semrush into Adobe, potentially impacting employees through organizational changes and new opportunities within a larger corporate structure.
• Customers: Semrush customers may benefit from enhanced product integration and broader offerings as part of Adobe's ecosystem.

Next Steps

• The merger between Semrush and Adobe Inc. will proceed as planned, with Semrush becoming a wholly owned subsidiary of Adobe.

Key Dates

Recommendation

The merger has been overwhelmingly approved by stockholders, meaning the transaction is highly likely to close. The stock price has likely already adjusted to reflect the agreed-upon acquisition terms. For investors, holding until the merger's completion to receive the agreed consideration is the most logical step, assuming no new material adverse changes or regulatory hurdles emerge.

Keywords

Semrush, Adobe, Merger, Acquisition, Stockholder Vote, Corporate Action, 8-K Filing, SEM, SEO