SEMrush Holdings (SEMR) director exits as Adobe merger pays $12 per share
Rhea-AI Filing Summary
SEMrush Holdings, Inc. director Caroline J. Tsay disposed of 44,389 shares of Class A Common Stock in connection with the closing of a merger with Adobe Inc.. Each share held by her was converted at the effective time into the right to receive $12.00 in cash, leaving her with no remaining SEMrush shares.
The filing explains that some of the shares were underlying restricted stock units (RSUs), each representing a right to receive one share upon vesting. At the effective time, RSUs for non-employee directors and certain service providers were cancelled and paid out in cash at $12.00 per underlying share, while other RSU awards were converted into new Adobe RSU awards based on a formula tied to Adobe’s share price.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 44,389 shares
Net Sell
1 txn
Insider
TSAY CAROLINE J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 44,389 | $12.00 | $533K |
Holdings After Transaction:
Class A Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of 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.
Key Figures
Shares disposed: 44,389 shares
Merger consideration per share: $12.00 per share
Shares held after transaction: 0 shares
3 metrics
Shares disposed
44,389 shares
Class A Common Stock, merger-related disposition
Merger consideration per share
$12.00 per share
Cash paid for each SEMrush common share at Effective Time
Shares held after transaction
0 shares
Total SEMrush holdings following merger cash-out
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Effective Time, +1 more
5 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
"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..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
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")..."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did SEMrush (SEMR) director Caroline Tsay report?
Caroline J. Tsay reported a disposition of 44,389 SEMrush Class A shares to the issuer. This occurred at the merger’s effective time, when her shares were converted into a cash right as part of SEMrush’s acquisition by Adobe at $12.00 per share.
How were SEMrush (SEMR) restricted stock units (RSUs) for directors treated in the merger?
At the effective time, each RSU award held by non-employee directors and certain service providers was cancelled and cashed out. Holders received a cash payment equal to the $12.00 Merger Consideration for each underlying SEMrush share covered by those RSU awards.
What happened to other SEMrush (SEMR) RSU awards not cashed out?
Other RSU awards were converted into Adobe RSU Awards. The number of Adobe shares was calculated by multiplying the SEMrush RSU share count by the Merger Consideration divided by Adobe’s 30-day closing price average before closing, as described in the merger terms.
What agreement governed the SEMrush (SEMR) merger with Adobe?
The merger was governed by an Agreement and Plan of Merger dated November 18, 2025. Under this agreement, an Adobe subsidiary merged with SEMrush, and SEMrush survived as a wholly owned subsidiary of Adobe, triggering the $12.00 per share cash consideration.