SEMrush Holdings, Inc. 8-K

What Happened
SEMrush Holdings filed a definitive proxy on December 29, 2025 for a special stockholder meeting scheduled February 3, 2026 (record date: December 26, 2025) to vote on the merger under an Agreement and Plan of Merger dated November 18, 2025, by which Adobe’s Merger Sub will merge into SEMrush and SEMrush would become a wholly owned Adobe subsidiary. The company disclosed that three stockholder lawsuits have been filed challenging the completeness of the proxy: Weiss v. Semrush (NY Supreme Court, filed Jan 13, 2026), McDaniel v. Semrush (NY Supreme Court, filed Jan 15, 2026), and Zalvin v. Aldrich (Massachusetts Superior Court, filed Jan 15, 2026). SEMrush says the claims are without merit but will voluntarily supplement the proxy to address disclosure issues.

Key Details

• Special meeting & record date: Meeting on Feb 3, 2026 at 10:00 AM ET; stockholders of record as of Dec 26, 2025 eligible to vote.
• Lawsuits: Three complaints filed (Weiss — 1/13/26; McDaniel — 1/15/26; Zalvin — 1/15/26) seeking, among other relief, to enjoin the merger; defendants include directors and, in two suits, the company.
• Supplemental proxy disclosures added:
  • Transaction Committee formed Sept 12, 2025 (members: Mark Vranesh [Chair], Oleg Shchegolev, Dylan Pearce).
  • Non‑disclosure/standstill agreements entered Sept 27, 2025 with two parties contacted by Centerview; those standstills expired Nov 18, 2025 upon signing the Merger Agreement.
  • Adobe submitted a revised indication of interest dated Oct 13, 2025 at $12.00 per share (requested 45‑day exclusivity); Semrush’s Class A close on Oct 13 was $7.10.
  • Centerview valuation analyses in the proxy were updated (selected public comps median NTM EV/revenue ~2.5x and EV/EBITDA ~9.2x; precedent transactions median EV/revenue ~3.1x, median EV ~$1.5B).
• Company position: SEMrush denies the lawsuits’ merits but is supplementing the proxy to address disclosure concerns and reduce litigation uncertainty.

Why It Matters
This 8‑K confirms the formal proxy process for the Adobe acquisition and notes active litigation that could seek to delay or enjoin the transaction. The supplemental disclosures add detail about the deal process, competing interest contacts, an earlier Adobe indication at $12/share, and valuation metrics used by Semrush’s advisor — all information shareholders may consider when voting. Investors should review the updated proxy before the Feb 3, 2026 vote and monitor court actions, since litigation outcomes could affect timing or completion of the merger.