SEMrush Holdings (SEMR) director exits stake as Adobe cash merger closes

Rhea-AI Filing Summary

SEMrush Holdings, Inc. director Mark Vranesh reported disposing of equity interests in connection with the closing of the company’s merger with Adobe Inc. On April 28, 2026, his Class A Common Stock was converted into the right to receive $12.00 per share in cash under the merger terms.

In addition, stock options to purchase Class B Common Stock were cancelled and, where in the money, cashed out for the cash spread over the $12.00 merger price, with underwater options cancelled for no consideration. Following these transactions, the filing shows no remaining common shares or options held directly by the reporting person.

Insights

Equity compensation and M&A specialist

Director’s shares and options were cashed out or cancelled as SEMrush merged into Adobe.

The filing shows Mark Vranesh, a director of SEMrush Holdings, participating in the cash merger with Adobe. Each Class A share he held converted into a right to receive $12.00 in cash, consistent with the agreed merger consideration.

His vested and specified stock options over Class B shares were cancelled and cashed out for the in-the-money spread over the $12.00 price, while underwater options were cancelled with no payout. After these steps, he no longer holds SEMrush equity, which is typical once a target becomes a wholly owned Adobe subsidiary.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Vranesh Mark

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	110,700	$0.00	--
Disposition	Stock Option (Right to Buy)	60,000	$0.00	--
Disposition	Class A Common Stock	116,693	$12.00	$1.40M

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of 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: 116,693 shares Merger consideration per share: $12.00 per share Options cancelled (first grant): 60,000 options +4 more

7 metrics

Common shares disposed 116,693 shares Class A Common Stock converted to $12.00 cash per share at merger

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

Options cancelled (first grant) 60,000 options Stock options over Class B Common Stock at $3.39 exercise price

Options cancelled (second grant) 110,700 options Stock options over Class B Common Stock at $0.79 exercise price

Post-transaction holdings 0 shares / 0 options Total shares and options held directly after merger-related dispositions

Option expiration (first grant) December 1, 2030 Original expiration date of $3.39 exercise price option grant

Option expiration (second grant) November 20, 2027 Original expiration date of $0.79 exercise price option grant

Key Terms

restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, Adobe RSU Award, +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.

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")..."

Adobe Trading Price financial

"obtained by multiplying the number of shares ... by the quotient of (a) the Merger Consideration divided by (b) the closing price... (the "Adobe Trading Price")."

spread value of the Option financial

"an Adobe RSU Award in respect of a number of shares ... obtained by dividing the spread value of the Option by the Adobe Trading Price."

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^*

Vranesh Mark

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET

(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
	Officer (give title below)		Other (specify below)

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		116,693(1)(2)(3)(4)	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
Stock Option (Right to Buy)	$0.79	04/28/2026		D			110,700	(5)	11/20/2027	Class B Common Stock	110,700	(5)	0	D
Stock Option (Right to Buy)	$3.39	04/28/2026		D			60,000	(5)	12/01/2030	Class B Common Stock	60,000	(5)	0	D

Explanation of Responses:

1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of 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").

5. 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.

	/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) director Mark Vranesh report?

Director Mark Vranesh reported dispositions tied to SEMrush’s merger with Adobe. His Class A Common Stock converted into a right to receive $12.00 per share in cash, and his SEMrush stock options were cancelled and either cashed out for their spread value or cancelled with no consideration.

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

Each SEMrush common share held by the reporting person converted into the right to receive $12.00 in cash. This fixed cash amount, defined as the Merger Consideration, applied at the effective time of the merger when SEMrush became a wholly owned subsidiary of Adobe.

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

RSUs held by certain non-employee directors, contractors, and specified service providers were cancelled and paid out in cash at $12.00 per underlying share. Other RSU awards were converted into Adobe RSU Awards, based on the Merger Consideration and the defined Adobe Trading Price calculation.

How were SEMrush (SEMR) stock options treated when Adobe acquired the company?

At the effective time, vested options or those held by specified individuals were cancelled and cashed out for the excess of $12.00 over the exercise price per share. Unvested options not held by specified individuals converted into Adobe RSU Awards, while options with exercise prices at or above $12.00 were cancelled without payment.

Does the Form 4 show that SEMrush (SEMR) director Mark Vranesh still holds company equity?

The Form 4 indicates zero shares and zero options remaining after the merger-related dispositions. His Class A shares were converted into cash rights at $12.00 per share, and his stock options were either cashed out for their spread value or cancelled as part of the Adobe transaction.

What is the Agreement and Plan of Merger mentioned for SEMrush (SEMR) and Adobe?

The Agreement and Plan of Merger dated November 18, 2025, describes the deal where an Adobe subsidiary merged into SEMrush Holdings. SEMrush survived as a wholly owned Adobe subsidiary, and shareholders received $12.00 cash per share with equity awards treated under the specified RSU and option mechanisms.