SEMrush (SEMR) CEO’s shares cashed out at $12 in Adobe acquisition

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Executive Officer William Raymond Wagner reported a disposition of 1,630,097 shares of Class A Common Stock on April 28, 2026. The shares were surrendered to the company in connection with the closing of its merger with Adobe Inc..

At the merger’s effective time, each share held by Wagner was converted into the right to receive $12.00 in cash as merger consideration. Footnotes explain that a portion of his position consisted of restricted stock and RSUs, which were either cashed out for $12.00 per underlying share or converted into awards linked to Adobe common stock under an equity conversion formula.

Insights

Corporate actions and M&A analyst

CEO’s SEMrush equity is fully cashed out or converted as Adobe merger closes.

The filing shows CEO William Raymond Wagner disposing of 1,630,097 shares of SEMrush Class A Common Stock at an effective price of $12.00 per share via a merger-related surrender to the issuer. This reflects completion of Adobe’s acquisition of SEMrush.

Footnotes clarify that some holdings were restricted stock or RSUs. Service-based RSUs for specified individuals were cancelled for cash at $12.00 per underlying share, while other RSUs and restricted stock were converted into Adobe equity using an equity award conversion ratio tied to the Adobe Trading Price. This is a structural change in ownership rather than a discretionary market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wagner William Raymond

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	1,630,097	$12.00	$19.56M

Holdings After Transaction: Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and 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", and such quotient, the "Equity Award Conversion Ratio"). At the Effective Time, each restricted stock award was converted into a restricted stock award of Parent in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the restricted stock award by the Equity Award Conversion Ratio.

Key Figures

Shares disposed: 1,630,097 shares Merger consideration per share: $12.00 per share Post-transaction SEMrush holdings: 0 shares

3 metrics

Shares disposed 1,630,097 shares Class A Common Stock surrendered on April 28, 2026

Merger consideration per share $12.00 per share Cash paid for each SEMrush common share at effective time

Post-transaction SEMrush holdings 0 shares Total Class A Common Stock held by CEO after merger

Key Terms

restricted stock units ("RSUs"), Merger Consideration, Agreement and Plan of Merger, Adobe Trading Price, +1 more

5 terms

restricted stock units ("RSUs") financial

"A portion of these shares represent restricted stock units ("RSUs") and restricted stock."

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.

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.

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.

Adobe Trading Price financial

"the closing price per share of Adobe common stock over the 30 consecutive calendar days ... (the "Adobe Trading Price""

Equity Award Conversion Ratio financial

"such quotient, the "Equity Award Conversion Ratio""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wagner William Raymond

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET, SUITE 2475

(Street)

BOSTON MASSACHUSETTS 02199

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SEMrush Holdings, Inc. [ SEMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/28/2026		D		1,630,097(1)(2)(3)(4)(5)	D	$12(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and RSU represents a right to receive one share of the Issuer's common stock ("Common Stock") upon vesting.

2. 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.

3. 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").

4. 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", and such quotient, the "Equity Award Conversion Ratio").

5. At the Effective Time, each restricted stock award was converted into a restricted stock award of Parent in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the restricted stock award by the Equity Award Conversion Ratio.

	/s/ David Mason, attorney-in-fact	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SEMrush (SEMR) report for its CEO?

SEMrush reported CEO William Raymond Wagner disposing of 1,630,097 shares of Class A Common Stock. The shares were surrendered to the company as part of SEMrush’s merger with Adobe, rather than being sold on the open market, and were exchanged for cash consideration.

How much cash per share did SEMrush (SEMR) stockholders receive in the Adobe merger?

Each SEMrush common share held by the reporting person was converted into the right to receive $12.00 in cash. This amount is defined in the merger agreement as the Merger Consideration and applied at the effective time when Adobe’s acquisition of SEMrush closed.

How were SEMrush (SEMR) RSU awards treated at the time of the Adobe merger?

At the effective time, RSU awards with only service-based vesting for specified individuals were cancelled and cashed out at $12.00 per underlying share. All other RSU awards were converted into Adobe RSU awards using an equity award conversion ratio based on the $12.00 consideration and the Adobe Trading Price.

What happened to SEMrush (SEMR) restricted stock in the Adobe acquisition?

Each SEMrush restricted stock award was converted into a restricted stock award of Adobe common stock. The number of Adobe shares was determined by multiplying the underlying SEMrush shares by the same equity award conversion ratio used for RSUs, which incorporates the $12.00 Merger Consideration and the Adobe Trading Price.

Does the Form 4 show the SEMrush (SEMR) CEO retaining any SEMrush shares after the merger?

The Form 4 reports total shares following the transaction as zero for the CEO’s SEMrush Class A Common Stock holdings. His economic exposure is instead reflected through cash paid at $12.00 per share and equity awards converted into Adobe common stock under the merger terms.