SEMrush Holdings, Inc. 8-K

What Happened Semrush Holdings, Inc. announced that its stockholders approved the Agreement and Plan of Merger with Adobe Inc. at a special meeting held on February 3, 2026. The Merger Agreement (dated November 18, 2025) provides that Fenway Merger Sub, Inc. (an Adobe subsidiary) will merge with and into Semrush, with Semrush surviving as a wholly owned subsidiary of Adobe upon closing. The record date for the meeting was December 26, 2025.

Key Details

• Total outstanding as of the record date: 130,436,147 Class A shares and 21,019,818 Class B shares.
• Shares present/represented at the meeting: 98,727,186 Class A and 20,619,818 Class B (about 89.5% of voting power), constituting a quorum.
• Proposal 1 (Adopt Merger Agreement) vote: 304,825,418 For; 29,533 Against; 70,415 Abstentions.
• Proposal 2 (Advisory approval of merger-related executive compensation) vote: 304,593,379 For; 266,042 Against; 65,945 Abstentions (non-binding).

Why It Matters The stockholder approval is a major procedural milestone that allows the transaction to move toward closing under the terms of the Merger Agreement. If and when the merger closes, Semrush will become a wholly owned subsidiary of Adobe, changing Semrush’s public-company status and governance. The advisory vote on executive compensation was approved but is non-binding and does not by itself change pay arrangements.