Semrush (SEMR) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 3, 2026, for shareholders to vote on the proposed merger with Adobe, where Semrush would become a wholly owned subsidiary of Adobe at $12.00 per share in cash.

• The board formed a Transaction Committee to negotiate and evaluate the merger, with no additional compensation for committee members.

• The board considered multiple potential buyers, but only Adobe and two financial sponsors entered into non-disclosure agreements; other parties declined.

• The merger process included a 45-day exclusivity period requested by Adobe, with the offer representing a significant premium over the then-current share price.

• Supplemental financial analyses were provided, including public company and precedent transaction comparisons.

Voting matters and shareholder proposals

• Shareholders of record as of December 26, 2025, are eligible to vote on the merger at the special meeting.

• The proxy statement and supplemental disclosures provide detailed information for shareholders to make informed voting decisions.

Board of directors and corporate governance

• The Transaction Committee, consisting of three directors, was established to oversee negotiations and recommend the merger's advisability and fairness.

• No conflicts of interest were cited in forming the committee, and members were not compensated for their service.