DEFA14A: Semrush to Merge with Adobe Subsidiary

Semrush Holdings, Inc. files a definitive additional proxy statement regarding its proposed merger with Fenway Merger Sub, Inc., a wholly-owned subsidiary of Adobe, Inc.

Summary

• Semrush Holdings, Inc. is filing a Schedule 14A Definitive Additional Materials proxy statement related to a proposed merger.
• Fenway Merger Sub, Inc., a direct, wholly-owned subsidiary of Adobe, Inc., will merge with and into Semrush Holdings, Inc.
• Upon completion of the merger, Semrush Holdings, Inc. will survive as a wholly-owned subsidiary of Adobe, Inc.
• This Schedule 14A consists of a LinkedIn post made by Marcus Tober, Senior Vice President of AI and Innovation at Semrush, on November 20, 2025.
• The definitive proxy statement will be sent to Semrush stockholders to seek their approval of the transaction and related matters.

Sentiment

Score: 5

Explanation: The filing is a procedural announcement regarding a proposed merger, presenting a neutral factual tone with standard cautionary forward-looking statements and risks. It does not contain performance results or specific financial terms of the merger.

Positives

• The proposed merger with Adobe, Inc. could offer strategic benefits and potential value for Semrush shareholders.

Negatives

• The transaction involves various risks and uncertainties that could cause actual results to differ materially from expectations.

Risks

• Uncertainty regarding the expected timing and likelihood of completion of the Transaction, including governmental and regulatory approvals.
• The possibility of an event, change, or other circumstances that could lead to the termination of the Merger Agreement.
• The risk that Semrush's stockholders may not approve the Transaction.
• Potential inability of the parties to satisfy the conditions to the Transaction in a timely manner or at all.
• Disruption of management time from ongoing business operations due to the Transaction.
• Adverse effects on the market price of Semrush's common stock due to announcements relating to the Transaction.
• Adverse effects on business relationships and operations, including the ability to retain customers, key personnel, and maintain supplier relationships.
• The risk of unforeseen or unknown liabilities.
• Challenges in obtaining customer, stockholder, regulatory, and other stakeholder approvals and support.
• The risk of unexpected future capital expenditures.
• Potential litigation relating to the Transaction against Semrush or its directors and/or officers.
• Risks associated with third-party contracts containing material consent, anti-assignment, transfer, or other provisions not waived or resolved.
• Various events that could disrupt operations, including severe weather, cybersecurity attacks, security threats, and technological changes.
• Risks of labor disputes, changes in labor costs, and labor difficulties.
• Risks from other effects of industry, market, economic, legal or legislative, political, or regulatory conditions outside of the Company's control.

Future Outlook

Forward-looking statements address the expected time period to consummate the Transaction, anticipated future performance, and the impact of the merger. These statements are subject to various risks and uncertainties, including the timing and receipt of governmental and regulatory approvals, potential termination of the merger agreement, and the ability to satisfy transaction conditions.

Management Comments

• This Schedule 14A consists of a LinkedIn post by Marcus Tober, Senior Vice President of AI and Innovation at Semrush Holdings, Inc., posted on November 20, 2025.

Industry Context

NA

Legal Proceedings

• There is a risk of potential litigation relating to the Transaction that could be instituted against Semrush or its directors and/or officers.

Stakeholder Impact

• Shareholders: Required to approve the transaction, potential impact on stock price, and eventual ownership by Adobe.
• Employees: Risk related to the ability of Semrush to retain key personnel post-merger.
• Customers: Risk related to the ability of Semrush to retain customers post-merger.
• Suppliers: Risk related to maintaining relationships with suppliers post-merger.

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 seeking their approval of the Transaction and other related matters.
• The parties will work towards obtaining required governmental and regulatory approvals for the Transaction.
• The parties will work to satisfy the conditions to the Transaction.

Key Dates

Keywords

Semrush, Adobe, Merger, Acquisition, Proxy Statement, DEFA14A, Corporate Action, SEC Filing, Fenway Merger Sub