Summary of Semrush (NYSE: SEMR) Extraordinary General Meeting Company Overview - **Company**: Semrush - **Event**: Extraordinary General Meeting - **Date**: February 3, 2026 - **Key Participants**: - Bill Wagner (CEO) - Brian Mulroy (CFO) - David Mason (Chief Legal Officer) - Board Members: Mark Vranesh, Caroline Tsay, Oleg Shchegolev Core Points and Arguments 1. **Merger Agreement Proposal**: - Semrush will merge with Adobe Inc. through a subsidiary, with Semrush becoming a wholly owned subsidiary of Adobe. The Board of Directors unanimously recommends approval of this proposal [11][12]. 2. **Merger-related Compensation Proposal**: - This proposal involves the compensation for Semrush's named executive officers related to the Merger Agreement. The Board also recommends a vote in favor of this proposal [12]. 3. **Adjournment Proposal**: - A proposal to approve the adjournment of the meeting if necessary to solicit additional proxies for the Merger Agreement proposal. The Board does not currently believe adjournment will be necessary [12]. 4. **Voting Process**: - Stockholders of Class A Common Stock have one vote per share, while Class B Common Stock holders have ten votes per share. Both classes will vote together on the proposals [14][15]. 5. **Voting Results**: - Preliminary results indicated that both the Merger Agreement proposal and the Merger-related Compensation Proposal received majority approval from stockholders present or represented by proxy [17]. 6. **SEC Filing**: - Semrush will file a Form 8-K with the SEC within four business days to disclose the specific voting results from the meeting [18]. Important but Overlooked Content - **Virtual Meeting Format**: The meeting was held virtually to facilitate stockholder attendance and participation, emphasizing the company's commitment to accessibility [5]. - **Forward-Looking Statements Disclaimer**: The meeting included a reminder that any non-historical statements made would be considered forward-looking under the Private Securities Litigation Reform Act of 1995, highlighting the risks and uncertainties involved [7][8]. - **Technical Malfunctions**: The meeting included provisions for addressing technical issues, indicating preparedness for potential disruptions [6]. This summary encapsulates the key discussions and decisions made during the Semrush Extraordinary General Meeting, providing insights into the company's strategic direction and governance.

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Core Viewpoint - The proposed sale of Semrush Holdings, Inc. to Adobe Inc. is under investigation to assess whether the offered price of $12.00 per share adequately reflects the company's value [1]. Group 1: Proposed Transaction Details - Semrush shareholders are set to receive $12.00 in cash for each share they own as part of the proposed sale to Adobe [1]. - The law firm Kahn Swick & Foti, LLC is investigating the adequacy of this consideration and the process leading to the transaction [1]. Group 2: Legal Rights and Contact Information - Shareholders who believe the transaction undervalues Semrush or wish to discuss their legal rights can contact KSF Managing Partner Lewis S. Kahn [2]. - KSF offers a no-obligation consultation for shareholders regarding the proposed sale [2].

Core Insights - Two stocks in the information technology sector are showing signs of being overbought, which may concern momentum-focused investors [1][2] Company Summaries - **Cognizant Technology Solutions Corp (NASDAQ:CTSH)**: - Entered a five-year IT services agreement with ERIKS, enhancing their strategic partnership [5] - Stock price increased approximately 17% over the past month, reaching a 52-week high of $90.82 [5] - RSI value stands at 78.4, indicating overbought conditions [5] - Current stock price closed at $83.63 [5] - Momentum score is 47.50 with a value score of 58.38 [5] - **Semrush**: - Launched an official app in ChatGPT, aimed at improving data-driven marketing efficiency [5] - Stock price surged around 75% over the past month, with a 52-week high of $18.74 [5] - RSI value is at 81.4, also indicating overbought conditions [5] - Current stock price closed at $11.86 [5]

Core Insights - Two stocks in the information technology sector are showing signs of being overbought, which may concern momentum-focused investors [1][2] Company Summaries - **Cognizant Technology Solutions Corp (NASDAQ:CTSH)**: - Entered a five-year IT services agreement with ERIKS, enhancing their strategic partnership [5] - Stock price increased approximately 17% over the past month, reaching a 52-week high of $90.82 [5] - RSI value stands at 78.4, indicating overbought conditions [5] - Current stock price is $83.63, with a momentum score of 47.50 and a value score of 58.38 [5] - **Semrush**: - Launched an official app in ChatGPT, aimed at improving data-driven marketing efficiency [5] - Stock price surged around 75% in the last month, achieving a 52-week high of $18.74 [5] - RSI value is at 81.4, also indicating overbought conditions [5] - Current stock price is $11.86 [5]

Core Insights - Semrush has launched an official app within ChatGPT, allowing users to access live Semrush data and intelligence directly, enhancing efficiency for marketers and SEO teams [1][2] Group 1: Product Features - The Semrush app provides fast access to data, real-time explanations, automated reporting, and secure controls based on user permissions [2] - Users can authenticate once in Semrush to access proprietary data immediately upon opening ChatGPT [2] - The integration utilizes Semrush's OpenAI Apps SDK and Model Context Protocol, enabling secure connections to Semrush data without the need for scripts or manual API work [3] Group 2: Use Cases - High-value workflows are emerging, including enterprise-level visibility analysis across domains, content planning using data-driven briefs, and automated competitive monitoring [4][7] - Users can create outlines, keyword clusters, and gap analyses quickly, anchoring content planning in real demand [7] - Automated reporting workflows allow users to generate recurring SEO or market performance reports using live data, delivering them directly to various platforms [7] Group 3: Availability - The Semrush app is available for customers on Enterprise, EDU, Business, Pro, and Plus plans, with regional availability varying [5]

Core Thesis - Semrush Holdings, Inc. is experiencing a positive outlook driven by the fading "SaaS is dead" narrative, AI as a growth catalyst, and a shift towards enterprise spending, which is expected to lead to multiple expansion [3]. Financial Performance - For Q3 2025, Semrush reported revenue of $112 million, reflecting a year-over-year growth of 15%, and an NGOI margin of 12.6%, although GAAP EPS missed expectations at -$0.01 [2]. - The company generated $21.9 million from operations and free cash flow of $17 million, with a robust balance sheet totaling $275.7 million [4]. Growth Metrics - Net new ARR reached $20 million, with AI products contributing approximately $10 million, accounting for half of the net new ARR [3]. - Enterprise ARR grew by 33% year-over-year, with ARPU increasing by 17% to around $4,000, driven by large accounts and under-penetrated opportunities [4]. Product Development - The introduction of the Semrush One platform integrates AI visibility with traditional SEO, enhancing the product portfolio and promoting adoption across various customer tiers [4]. Market Outlook - Guidance for FY25 indicates expected revenue growth of approximately 18% year-over-year and free cash flow margins around 12% [5]. - Current valuations suggest a compelling upside, with a base-case EV/Sales of 3x FY26E revenue implying a share price of $11.66, representing about 72% upside potential [5].

Core Insights - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the sales of Axalta Coating Systems Ltd., Semrush Holdings, Inc., and Cidara Therapeutics, Inc. [1][2] Group 1: Company Transactions - Axalta Coating Systems Ltd. is being sold to Akzo Nobel N.V. for 0.6539 shares of AkzoNobel stock for each share of Axalta common stock [1] - Semrush Holdings, Inc. is being sold to Adobe for $12.00 per share [2] - Cidara Therapeutics, Inc. is being sold to Merck for $221.50 per share in cash [2] Group 2: Legal Actions and Shareholder Rights - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief on behalf of shareholders [3] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options [4]

Core Viewpoint - Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Semrush Holdings, Inc. to Adobe for $12.00 per share, which is below market expectations and the company's recent performance [1][3]. Group 1: Sale Details - Semrush announced an agreement to be sold to Adobe for $12.00 per share in cash on November 20, 2025 [3]. - The sale price is lower than the $14.00 per share price target set by J.P. Morgan's Mark Murphy and significantly below Semrush's 52-week high of $18.74 per share [1][3]. Group 2: Investigation Purpose - The investigation aims to determine if the Semrush Board of Directors acted in the best interests of shareholders when approving the sale [4]. - It will assess whether the agreed price is fair and if all material information regarding the transaction has been fully disclosed [4].

Group 1 - Adobe announced plans to acquire marketing software company Semrush for $12 per share, totaling approximately $1.9 billion, with an expected completion in the first half of 2026 [1][3] - This acquisition would mark Adobe's third-largest acquisition in its history and is its first merger activity following the failed acquisition of Figma [1] - Semrush is recognized for its data-driven Generative Engine Optimization (GEO) and Search Engine Optimization (SEO) solutions, which are valuable for marketers in managing brand visibility and audience reach [3] Group 2 - Upon completion of the transaction, Adobe and Semrush will offer a comprehensive solution to help marketers understand their brand performance across owned channels, LLMs, traditional search, and the broader web [3]