DEFA14A: Semrush to Merge with Adobe Subsidiary Fenway Merger Sub

Semrush Holdings, Inc. announces a proposed merger with Fenway Merger Sub, Inc., a wholly-owned subsidiary of Adobe, Inc., resulting in Semrush becoming an Adobe subsidiary.

Summary

• Semrush Holdings, Inc. is entering into a proposed merger agreement with Fenway Merger Sub, Inc., a direct, wholly-owned subsidiary of Adobe, Inc.
• Upon completion of the merger, Semrush Holdings, Inc. will survive as a wholly-owned subsidiary of Adobe, Inc.
• This Schedule 14A filing serves as preliminary communications regarding the proposed transaction, consisting of LinkedIn posts by Semrush's CEO, CTO, President, CFO, CHRO, CLO, CMO, Sales Officer, Information Officer, Chief of Staff, Chief Customer Officer, and several Board Members on November 19, 2025.
• The filing also includes posts made by Semrush on X and LinkedIn on November 19, 2025, related to the transaction.
• A definitive proxy statement on Schedule 14A will be filed with the SEC and sent to stockholders seeking their approval of the transaction.

Sentiment

Score: 7

Explanation: The filing announces a significant strategic event (merger with Adobe) which is generally positive for growth and market position, balanced by standard, extensive risk disclosures inherent in such transactions. The tone is procedural and factual, but the underlying event is impactful.

Positives

• The proposed merger with Adobe, a major industry player, could provide strategic benefits and resources for Semrush.
• The transaction is expected to create opportunities and anticipated future performance for Semrush.

Risks

• The expected timing and likelihood of completing the transaction, including the timing, receipt, and terms of required governmental and regulatory approvals, are uncertain.
• There is a risk of any event, change, or other circumstances occurring that could lead to the termination of the Merger Agreement.
• The possibility exists that Semrush's stockholders may not approve the transaction.
• The parties may not be able to satisfy the conditions to the transaction in a timely manner or at all.
• The transaction could disrupt management's time from ongoing business operations.
• Announcements related to the transaction could have adverse effects on the market price of Semrush's common stock.
• The transaction and its announcement could adversely affect business relationships, including Semrush's ability to retain customers and key personnel, and maintain relationships with suppliers and customers.
• There is a risk of unforeseen or unknown liabilities arising from the transaction.
• Customer, stockholder, regulatory, and other stakeholder approvals and support are required.
• The company may face unexpected future capital expenditures.
• Potential litigation relating to the transaction could be instituted against Semrush or its directors and/or officers.
• Third-party contracts containing material consent, anti-assignment, transfer, or other provisions related to the transaction may not be waived or satisfactorily resolved.
• Various events could disrupt operations, including severe weather, cybersecurity attacks, security threats, governmental responses, and technological changes.
• Risks include labor disputes, changes in labor costs, and labor difficulties.
• Other effects of industry, market, economic, legal or legislative, political, or regulatory conditions outside of Semrush's control could impact results.

Future Outlook

Forward-looking statements indicate expectations regarding the demand for Semrush's products and cash flow generation, improvements and expansion of products and platform, and the launch of new products. The company anticipates future operating results, including revenue, growth opportunities, variability of expenses, ability to realize efficiencies, future spending, incremental investments, and the ability to deliver profits and growth for shareholders. The transaction itself is expected to be consummated within a certain time period, offering opportunities and anticipated future performance, potentially including share buyback programs and dividends.

Management Comments

• William Wagner, Chief Executive Officer, shared a LinkedIn post on November 19, 2025, regarding the transaction.
• Oleg Schchegolev, Founder and Chief Technology Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Dmitry Melnikov posted on LinkedIn on November 19, 2025, regarding the transaction.
• Eugene Levin, President, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Brian Mulroy, Chief Financial Officer, shared a LinkedIn post on November 19, 2025, regarding the transaction.
• Tatiana Starikova, Chief HR Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• David Mason, Chief Legal Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Andrew Warden, Chief Marketing Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Tommie OBrien, Sales Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Alex Sukennik, Information Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Tara Haas, Chief of Staff, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Abby Miller, Chief Customer Officer, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Trynka Shineman Blake, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Caroline Tsay, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Steven Aldrich, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Anna Baird, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Dylan Pearce, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.
• Mark Vranesh, a Company Board Member, posted on LinkedIn on November 19, 2025, regarding the transaction.

Industry Context

The proposed acquisition of Semrush by Adobe, a leading software company, signifies a strategic move to enhance Adobe's offerings in the digital marketing and analytics space. This transaction reflects a broader industry trend of consolidation, where larger tech companies acquire specialized software providers to expand their ecosystem, integrate complementary technologies, and gain market share in competitive sectors like SEO, content marketing, and digital intelligence.

Stakeholder Impact

• Shareholders: Will be asked to approve the transaction; market price of common stock could be adversely affected by announcements.
• Employees: Risk to the ability to retain and hire key personnel.
• Customers: Risk to the ability to retain customers and maintain relationships.
• Suppliers: Risk to the ability to maintain relationships with suppliers.
• Creditors: Potential impact from unforeseen or unknown liabilities related to the transaction.

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 other related matters.
• Investors and security holders are urged to read the definitive proxy statement and other relevant documents when they become available.

Key Dates

Keywords

Semrush, Adobe, Merger, Acquisition, Digital Marketing, SEO, Analytics Software, Corporate Governance, SEC Filing, Schedule 14A