Short answer
SEMrush Holdings, Inc. (SEMR) filed an 8-K current report with the SEC on April 28, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Merger-related charter and bylaw restatements became effective at closing.
SEMrush Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Merger-related charter and bylaw restatements became effective at closing
- Revised governing documents attached as Exhibits 3.1 and 3.2
- Changes may affect corporate governance and shareholder rights; review exhibits for operative provisions
Item 3.03 · Material Modification to Rights of Security Holders
- Shareholders’ rights modified by merger terms, with consideration governed by the Merger Agreement
- Existing equity holders entitled to receive Merger Consideration, subject to agreement conditions
- Financial impact depends on the undisclosed consideration structure and merger closing terms
Item 5.02 · Departure/Election of Directors or Officers
- Pre-merger directors ceased serving upon Merger completion
- Departures unrelated to disagreements over operations, policies or practices
- Wade Sherman appointed to Company board effective at Merger closing
- Board composition changed as part of transaction integration
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Second Amended and Restated Certificate of Incorporation effective April 28, 2026
- Fourth Amended and Restated By-laws effective April 28, 2026
- Amendments coincide with pending Adobe merger agreement dated November 18, 2025
- Investors should review Exhibits 3.1 and 3.2 for governance and shareholder-right changes
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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