SEMrush Holdings, Inc.

SEMrush Shareholders Pave the Way for Adobe Acquisition

SEMrush Holdings, Inc. (NYSE: SEMR) shareholders have overwhelmingly approved the agreement for Adobe Inc. (NASDAQ: ADBE) to acquire SEMrush. This decisive vote marks a significant step, transitioning SEMrush from an independent publicly traded company to a wholly-owned subsidiary of Adobe.

Event Description (What Happened)

At a special meeting held on February 3, 2026, SEMrush stockholders formally approved the Agreement and Plan of Merger (the "Merger Agreement"), originally signed on November 18, 2025. The specific financial terms, including the per-share consideration SEMrush shareholders will receive, were not detailed in this filing. Similarly, the total transaction value and the premium paid over SEMrush's closing stock price before the initial announcement were not disclosed in this particular filing.

Shareholders overwhelmingly supported the merger, with a significant majority of both total outstanding shares and votes cast at the meeting in favor, easily surpassing the required approval threshold. The exact percentages weren't specified in this filing, but the approval was decisive.

Adobe strategically acquires SEMrush to significantly expand its presence in the digital marketing and competitive intelligence space. SEMrush's robust suite of tools for SEO, content marketing, social media management, and market research will integrate with Adobe's existing Creative Cloud and Experience Cloud offerings. This integration will provide Adobe with a more comprehensive, end-to-end solution for digital businesses, enhancing its ability to deliver actionable insights and drive customer engagement.

For SEMrush, joining Adobe offers access to substantial resources, a broader global customer base, and accelerated product development capabilities. After careful consideration, the SEMrush Board of Directors determined that the transaction provides compelling value to its shareholders and positions SEMrush's technology and talent for continued growth within a larger, more diversified enterprise.

Event Date/Timeline

The special stockholder meeting where shareholders approved the merger occurred on February 3, 2026. The Agreement and Plan of Merger was originally signed on November 18, 2025. The filing didn't specify an expected closing quarter or date, but it's generally understood that these types of transactions aim to close as soon as regulatory approvals are secured.

Financial Impact

The specific financial terms for SEMrush shareholders, including the per-share consideration, total transaction value, and the premium over SEMrush's stock price, were not detailed in this particular filing. This means we don't have the exact numbers on how much shareholders will receive per share or the total deal size from this document.

Impact Assessment (Who/What Is Affected)

• Investors: Current SEMrush shareholders will see their shares converted into the agreed-upon consideration (cash, Adobe stock, or a mix) upon the deal's closing. The New York Stock Exchange will subsequently delist SEMrush stock. Investors should consult a financial advisor and tax professional regarding the specific implications of this transaction.
• SEMrush as a Company: SEMrush will cease operating as an independent public entity, becoming a key part of Adobe's strategic portfolio. Adobe expects to integrate its brand and operational structure into its existing ecosystem.
• Employees: SEMrush employees will transition to working under the Adobe umbrella. While this offers new opportunities, it also presents potential organizational and cultural integration challenges. Adobe has expressed its commitment to retaining key talent and leveraging SEMrush's expertise.
• Customers: SEMrush customers can anticipate deeper integrations with Adobe's product suite, potentially leading to enhanced features and a more unified digital marketing platform. However, changes to service offerings or pricing models may also occur over time.
• Competitors: This acquisition creates a formidable force in the digital marketing analytics sector, with SEMrush now operating under the full backing and resources of a technology giant like Adobe.

Key Takeaways for Investors

For investors holding SEMrush stock, the overwhelming shareholder approval significantly reduces uncertainty about the deal's progression. The stock price will likely trade near the agreed acquisition price, reflecting the remaining arbitrage spread. This spread accounts for the time value and residual risks tied to regulatory approvals and other closing conditions.

Investors should closely monitor further announcements from both SEMrush and Adobe for regulatory updates and the final closing date. Those considering purchasing SEMrush shares at this stage should recognize that the primary opportunity lies in the narrow arbitrage spread, and the stock will soon stop trading independently.

Next Steps and Remaining Conditions

While shareholder approval is a critical milestone, the merger's completion still depends on customary closing conditions, including necessary regulatory approvals. Antitrust authorities in various jurisdictions, such as the U.S. Federal Trade Commission (FTC) and the European Commission, must review the deal. Both companies are actively working to secure these approvals.

The filing didn't specify an expected closing timeframe. There is no guarantee that all closing conditions will be satisfied, or that the merger will be completed within the expected timeframe, or at all.