Semrush Holdings (SEMR) investor relations material

Executive summary

• A definitive merger agreement was signed on November 18, 2025, for the acquisition of Semrush by Adobe, with Semrush to become a wholly owned subsidiary of Adobe upon completion of the merger.

• Each share of Semrush Class A and Class B Common Stock will be converted into the right to receive $12.00 in cash, representing a 77.5% premium to the closing price before the merger announcement.

• The merger is subject to approval by a majority of the voting power of Semrush stockholders and satisfaction of customary closing conditions, including regulatory approvals.

• If completed, Semrush will be delisted from the NYSE and cease to be a publicly traded company.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the special meeting if more votes are needed.

• The board unanimously recommends voting FOR all proposals.

• Appraisal rights are available to dissenting stockholders who follow the required procedures.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of stockholders, and recommends approval.

• Voting and support agreements were signed by major stockholders representing approximately 75% of voting power, committing them to vote in favor of the merger.

• The board retained the right to consider superior proposals under certain conditions, subject to a $63 million termination fee.