SEMrush (SEMR) CMO exits stake as Adobe cash merger pays $12 per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SEMrush Holdings, Inc. Chief Marketing Officer Andrew Warden reported disposing of his equity in connection with the closing of the company’s merger with Adobe Inc.. Each share of Class A Common Stock he held was converted into the right to receive $12.00 in cash as merger consideration.
The filing shows a disposition to the issuer of 338,902.8900 shares of Class A Common Stock and the cancellation of several stock option awards covering 42,803, 63,694 and 113,732 underlying shares at exercise prices of $9.78, $11.96 and $23.83 per share, respectively, pursuant to the merger terms. Following these transactions, the report lists 0 shares and options remaining in his direct holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Warden Andrew
Role
Chief Marketing Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 113,732 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 63,694 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,803 | $0.00 | -- |
| Disposition | Class A Common Stock | 338,902.89 | $12.00 | $4.07M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Class A Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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. 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. 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"). 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"). 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.
Key Figures
Common shares disposed: 338,902.8900 shares
Merger consideration per share: $12.00 per share
Option grant 1 underlying shares: 42,803 shares
+5 more
8 metrics
Common shares disposed
338,902.8900 shares
Class A Common Stock converted at $12.00 cash per share
Merger consideration per share
$12.00 per share
Cash paid for each SEMrush common share at effective time
Option grant 1 underlying shares
42,803 shares
Stock option with $9.78 exercise price, expiring 2033-04-21
Option grant 1 exercise price
$9.78 per share
Conversion or exercise price for 42,803-share option
Option grant 2 underlying shares
63,694 shares
Stock option with $11.96 exercise price, expiring 2032-04-01
Option grant 2 exercise price
$11.96 per share
Conversion or exercise price for 63,694-share option
Option grant 3 underlying shares
113,732 shares
Stock option with $23.83 exercise price, expiring 2031-10-01
Shares held after transaction
0 shares
Total Class A Common Stock directly held after merger disposition
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Effective Time, +2 more
6 terms
restricted stock units ("RSUs") financial
"A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share..."
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.
Agreement and Plan of Merger regulatory
"pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025..."
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
"each share of Common Stock held by the reporting person was 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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share of Common Stock held by the reporting person..."
Adobe RSU Award financial
"each other RSU award was converted into a restricted stock unit award relating to Parent common stock (an "Adobe RSU Award")..."
spread value of the Option financial
"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."
FAQ
What insider transaction did SEMrush (SEMR) report for Andrew Warden?
The report shows Andrew Warden disposed of his SEMrush equity in connection with the Adobe merger. He reported a disposition of 338,902.8900 Class A Common shares and the cancellation of multiple stock option awards, leaving no directly held shares or options after the transactions.
How were Andrew Warden’s SEMrush stock options treated in the Adobe merger?
At the merger’s effective time, his options to purchase SEMrush Class A Common Stock were either cashed out for the spread over the $12.00 merger price or cancelled without consideration if the exercise price was equal to or above $12.00, consistent with the merger agreement terms.
What happened to SEMrush (SEMR) restricted stock units in the Adobe acquisition?
Restricted stock units for certain individuals were either cancelled for a cash payment equal to $12.00 per underlying share or converted into Adobe RSU awards. Conversion used a ratio based on the $12.00 merger consideration divided by Adobe’s 30-day trading price before the closing date.
Does Andrew Warden still hold SEMrush (SEMR) securities after the merger?
According to the filing, Andrew Warden’s direct holdings of SEMrush Class A Common Stock and the reported stock option awards are listed as zero after the merger-related dispositions. This reflects the cash-out and cancellation treatment of his SEMrush equity at the transaction’s effective time.