SEMrush Holdings, Inc. 8-K

What Happened

• Semrush Holdings, Inc. (SEMR) filed a Form 8-K on April 28, 2026 reporting the completion of the transaction governed by the Agreement and Plan of Merger dated November 18, 2025 among Semrush, Adobe Inc. and Fenway Merger Sub, Inc. The filing covers a change in control, related corporate governance changes, and a notice regarding delisting or failure to satisfy a continued listing standard. The company also filed a Second Amended and Restated Certificate of Incorporation and Fourth Amended and Restated By-laws, each dated April 28, 2026.

Key Details

• Filing date: April 28, 2026 (Current Report on Form 8-K).
• Merger Agreement: Agreement and Plan of Merger dated November 18, 2025 (Exhibit 2.1, incorporated by reference). Schedules to the agreement were omitted from the exhibit but will be furnished to the SEC on request.
• Charter and bylaws updated: Second Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Fourth Amended and Restated By-laws (Exhibit 3.2), both dated April 28, 2026.
• Items reported include completion of an acquisition or disposition of assets (Item 2.01), notice of delisting or failure to satisfy continued listing standards (Item 3.01), material modification to holders’ rights (Item 3.03), change in control (Item 5.01), director/officer changes (Item 5.02), and amendments to governing documents (Item 5.03).

Why It Matters

• The filing confirms a completed transaction and a resulting change in control, which can materially affect shareholders’ ownership and governance rights. The amended certificate and bylaws reflect formal governance changes effective April 28, 2026.
• The notice about delisting or failure to meet listing standards signals that Semrush’s securities may be or will become subject to delisting procedures — investors should watch for follow-up filings and exchange communications.
• Investors should review the Merger Agreement and the new charter/bylaws (filed as exhibits) and look for additional disclosures about consideration to shareholders (cash, stock, or other), timing for any payment or tender, and next steps from both Semrush and Adobe.