SEMrush Holdings (SEMR) CLO exits stake as Adobe merger pays $12 per share

Rhea-AI Filing Summary

SEMrush Holdings, Inc.'s Chief Legal Officer David W. Mason reported the disposition of his equity in connection with the closing of the company’s merger with Adobe Inc.. At the merger’s effective time, his shares of Class A common stock were converted into the right to receive $12.00 in cash per share, and certain restricted stock units were either cashed out at the same cash price or converted into Adobe restricted stock units under the merger exchange formula. In addition, his stock options were either cashed out for the excess of the $12.00 merger consideration over their exercise prices or cancelled with no payment if the exercise price was at or above $12.00, leaving no remaining reported holdings after the transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mason David W

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	144,717	$0.00	--
Disposition	Class A Common Stock	271,248	$12.00	$3.25M

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 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: 271,248 shares Merger cash price: $12.00 per share Options disposed: 144,717 options +3 more

6 metrics

Common shares disposed 271,248 shares Class A Common Stock converted at $12.00 per share at merger effective time

Merger cash price $12.00 per share Cash consideration for each SEMrush common share held by the reporting person

Options disposed 144,717 options Stock options to buy Class A Common Stock cancelled or cashed out at merger

Option exercise price $11.91 per share Exercise price of reported SEMrush stock options before merger treatment

Common shares after transaction 0 shares Total Class A Common Stock held by reporting person following merger-related disposition

Derivative holdings after transaction 0 options/derivatives Total derivative securities held after merger; all reported options disposed

Key Terms

restricted stock units ("RSUs"), Merger Consideration, Effective Time, 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.

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..."

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")..."

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.

spread value of the Option financial

"unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares... 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^*

Mason David W

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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		271,248(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)	$11.91	04/28/2026		D			144,717	(5)	11/01/2032	Class A Common Stock	144,717	(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 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").

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	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 Chief Legal Officer?

SEMrush reported that Chief Legal Officer David W. Mason disposed of his equity in connection with the Adobe merger. His Class A common shares, restricted stock units, and stock options were converted to cash or Adobe equity under the merger terms, leaving no reported holdings afterward.

At what price were SEMrush (SEMR) shares cashed out in the Adobe merger?

Each share of SEMrush common stock held by the reporting person was converted into the right to receive $12.00 in cash. This cash payment, called the merger consideration, was applied per share at the effective time when SEMrush became a wholly owned Adobe subsidiary.

How were SEMrush (SEMR) restricted stock units treated in the Adobe acquisition?

At the effective time, RSUs held by specified individuals were generally cancelled and cashed out at $12.00 per underlying share. Other RSU awards were converted into Adobe RSU awards based on a formula using the merger cash price and Adobe’s 30‑day trading price.

What happened to SEMrush (SEMR) stock options in the Adobe merger?

Vested options and options held by specified individuals were cancelled and cashed out for the excess of the $12.00 merger consideration over their exercise price per share. Unvested options not held by specified individuals were converted into Adobe RSU awards or cancelled if underwater.

Did SEMrush (SEMR) Chief Legal Officer retain any shares after the merger?

Following the merger-related transactions, the Form 4 shows the reporting person with 0 shares of Class A common stock and 0 derivative securities. His prior SEMrush equity either converted into cash or Adobe equity, or was cancelled under the merger agreement.

What agreement governed the SEMrush (SEMR) and Adobe merger terms?

The transaction followed an Agreement and Plan of Merger dated November 18, 2025, among SEMrush Holdings, Adobe Inc., and Fenway Merger Sub. This agreement set the $12.00 per share merger consideration and detailed how common stock, RSUs, and options would be treated at closing.