Adobe Inc. (NasdaqGS:ADBE) entered into an Agreement and Plan of Merger to acquire Semrush Holdings, Inc. (NYSE:SEMR) from Siguler Guff & Company, LP, Greycroft Growth II, L.P., managed by Greycroft LP, and others for $2 billion on November 18, 2025. A cash consideration valued at $12 per share will be paid by Adobe Inc. In case of termination of transaction, Semrush Holdings, Inc. will pay a termination fee of $63 million.

The transaction is subject to approval of offer by Semrush Holdings, Inc.'s shareholders, regulatory approvals and subject to antitrust regulations. The transaction has been unanimously approved by board of directors of Adobe Inc. and Semrush Holdings, Inc. As of December 29, 2025, the expected completion of the transaction is in the first half of 2026. As of February 3, 2026, the transaction was approved by the requisite vote of Semrush?s stockholders. The waiting period applicable under the United States Hart-Scott-Rodino Act expired in January, 2026. As on March 20, 2026, the transaction has been approved by The German Federal Cartel Office.

Jacob A. Kling and Steven R. Green of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for Adobe Inc. Centerview Partners LLC acted as financial advisor and fairness opinion provider for Semrush Holdings, Inc. The team of Davis Polk & Wardwell LLP led by Lee Hochbaum, Sa?o Kraner, Michael Kaplan, Kyoko Takahashi Lin, Matthew J. Bacal, Jesse Solomon, Matthew Yeowart and William A. Curran acted as legal advisor for Semrush Holdings, Inc. Computershare Trust Company, National Association acted as transfer agent for Semrush Holdings, Inc. Goodwin Procter LLP advises Centerview Partners LLC.

Adobe Inc. (NasdaqGS:ADBE) completed the acquisition of Semrush Holdings, Inc. (NYSE:SEMR) from Siguler Guff & Company, LP, Greycroft Growth II, L.P., managed by Greycroft LP, and others on April 28, 2026.