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SEMR • CIK 0001831840
Overview We are a leading online visibility management software-as-a-service (“SaaS”) platform. We enable companies globally to identify and reach the right audience for their content, in the right context, and through the right channels. Our platform utilizes data and intelligence at the core surrounded by AI-powered interconnected hubs focused on generative engine optimization, search engine optimization, paid advertising, social media management, local marketing, brand marketing, and content marketing. Each of these marketing channel hubs is uniquely designed to ensure our customers can analyze, enhance and measure website navigation and performance, content relevance and authority, and overall prospective customer interests and engagement, and most importantly show how each channel is connected to the others to provide a much needed means for our customers to optimize returns on their investments. Pending Acquisition On November 18, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Adobe, and Fenway Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Adobe (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Adobe. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock, par value $0.00001 per share, of the Company (the “Class A common stock”) and each share of Class B common stock, par value $0.00001 per share, of the Company (the “Class B common stock” and, together with the Class A common stock, the Company common stock), in each case, issued and outstanding immediately prior to the Effective Time, subject to certain limitations, will be converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”) and thereafter the Company will be delisted from the New York Stock Exchange (“NYSE”). With respect to the outstanding equity awards of the Company, at the Effective Time, such awards will generally be treated as follows. Options: Each vested option to purchase shares of Company common stock (“Option”) and each Option held by a non-employee director or certain contractors or service providers (each, a “Specified Individual”) will be cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of such Option in respect of each underlying share. Otherwise, each unvested in-the-money Option will be assumed and converted into a restricted stock unit award relating to Adobe common stock (an “Adobe RSU Award”), based on the spread value of the Option and the closing price per share of Adobe common stock over the 30 consecutive calendar days ending on (and including) the second to last calendar day preceding the closing date (“Adobe Trading Price”), with no less favorable vesting terms. Options with an exercise price equal to or greater than the Merger Consideration will be cancelled for no consideration. RSU Awards: Each restricted stock unit award relating to shares of Company Common Stock that was subject solely to service-based vesting requirements as of the grant date (“RSU Award”) held by a Specified Individual will be cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share. Each other RSU Award will be assumed and converted into an Adobe RSU Award representing equivalent value based on the Adobe Trading Price, with no less favorable vesting terms. 8 PSU Awards: Each restricted stock unit award relating to shares of Company common Stock that is subject to performance-based vesting requirements (“PSU Award”) that becomes vested at the Effective Time in accordance with the terms of the applicable award agreement will be cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share (with achievement of applicable performance metrics determined based on actual performance in accordance with the terms of the applicable award agreement), and the portion of the award that does not become vested at the Effective Time in accordance with the terms of the applicable award agreement will be forfeited for no consideration.…