SEMrush president exits stake in Adobe merger
SEMrush Holdings, Inc. President Eugenie Levin disposed of all reported equity interests in connection with the Adobe acquisition.
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Form Type
4
Rhea-AI Filing Summary
SEMrush Holdings, Inc. President Eugenie Levin disposed of all reported equity interests in connection with the Adobe acquisition. On April 28, 2026, Semrush merged into a wholly owned subsidiary of Adobe under a Merger Agreement dated November 18, 2025, with Semrush becoming an Adobe subsidiary.
At the merger’s effective time, each share of Semrush common stock held by Levin was converted into the right to receive $12.00 in cash, described as the Merger Consideration. Her Class A and Class B shares, as well as stock options, were reported as dispositions to the issuer, leaving no remaining holdings in these awards after the transaction.
Insider Trade Summary
Disposition: 2,014,016 shares
Disposition
4 txns
Insider
Levin Eugenie
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 95,541 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 191,082 | $0.00 | $0.00 |
| Disposition | Class B Common Stock | 1,149,408 | $12.00 | $13.79M |
| Disposition | Class A Common Stock | 577,985 | $12.00 | $6.94M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Class B Common Stock — 0 contracts (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (6)
- F1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's common stock ("Common Stock") upon vesting.
- F2. On April 28, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025, by and among Semrush Holdings, Inc., a Delaware corporation (the "Issuer"), Adobe Inc., a Delaware corporation ("Parent"), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- F3. At the effective time of the Merger (the "Effective Time"), each share of Common Stock held by the reporting person was converted into the right to receive $12.00 in cash (the "Merger Consideration").
- F4. At the Effective Time, each RSU award that was subject solely to service-based vesting requirements ("RSU Award") held by a non-employee director, contractors or other certain service providers (each, a "Specified Individual") was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share and each other RSU award was converted into a restricted stock unit award relating to Parent common stock (an "Adobe RSU Award") in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the RSU Award by the quotient of (a) the Merger Consideration divided by (b) 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 (the "Adobe Trading Price").
- F5. At the Effective Time, each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was 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 and each unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares of Parent common stock obtained by dividing the spread value of the Option by the Adobe Trading Price. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration.
- F6. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
Key Figures
Merger Consideration per share: $12.00 per share
Class A shares disposed: 577,985 shares
Class B shares underlying derivative: 1,149,408 shares
+3 more
6 metrics
Merger Consideration per share
$12.00 per share
Cash paid for each Semrush common share at effective time
Class A shares disposed
577,985 shares
Class A Common Stock reported as disposition to issuer at $12.00
Class B shares underlying derivative
1,149,408 shares
Class B Common Stock derivative position disposed at $12.00 Merger Consideration
Option shares at $9.78 strike
191,082 option shares
Stock Option with $9.7800 exercise price cancelled/converted in merger
Option shares at $11.96 strike
95,541 option shares
Stock Option with $11.9600 exercise price affected at merger effective time
Disposition transactions count
4 transactions
All reported as issuer dispositions on April 28, 2026
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Adobe Trading Price, +2 more
6 terms
Agreement and Plan of Merger regulatory
"pursuant to the terms of that certain Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $12.00 in cash (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units ("RSUs") financial
"A portion of these shares represent restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Adobe Trading Price financial
"divided by (b) the closing price per share of Adobe common stock over the 30 consecutive calendar days"
Stock Option ("Option") financial
"each option to purchase shares of Common Stock ("Option") that is vested"
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option of the holder"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SEMrush (SEMR) President Eugenie Levin report in this Form 4?
Eugenie Levin reported disposing of all her reported Semrush equity awards in connection with the Adobe acquisition. Her common shares and stock options were converted or cancelled at the merger’s effective time, with consideration based on $12.00 per share Merger Consideration terms.
What happened to SEMrush (SEMR) restricted stock units (RSUs) in this transaction?
RSUs for certain service-based awards were cancelled and cashed out at $12.00 per underlying share. Other RSU awards were converted into Adobe restricted stock unit awards based on the Merger Consideration divided by the Adobe Trading Price over a specified 30-day period.
How were SEMrush (SEMR) stock options treated at the merger effective time?
Vested options or options held by specified individuals were cancelled for a cash payment equal to the Merger Consideration minus the exercise price per share. Other unvested options became Adobe RSU awards, while options with exercise prices at or above $12.00 were cancelled for no consideration.
What does disposition to issuer mean in this SEMrush (SEMR) Form 4?
Disposition to issuer indicates the securities were surrendered back to the company, not sold on the open market. In this case, the dispositions occurred as part of the merger mechanics when Semrush became a wholly owned subsidiary of Adobe and consideration was delivered under the Merger Agreement.
How is SEMrush (SEMR) Class B Common Stock described in this filing?
Class B Common Stock is convertible one-to-one into Class A Common Stock at the holder’s option and mandatorily converts after a set period or certain events. The Class B shares have no expiration date, according to the company’s certificate of incorporation description in the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
