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  4. [Form 4] SEMrush Holdings, Inc. Insider Trading Activity

Dmitry Melnikov (SEMR) equity cashed out at $12 in Adobe SEMrush merger

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SEMrush Holdings, Inc. director and 10% owner Dmitry Melnikov reported multiple dispositions of SEMrush equity tied to the closing of its merger with Adobe. On April 28, 2026, various indirect holdings, including 8,998,437 Class A shares held by The Melnikov Family GRAT Remainder Trust and 5,924,595 Class A shares held by Min Choron LLC, as well as 1,343,131 Class A shares in The Dmitry Melnikov Grantor Retained Annuity Trust - Five and 2,680,916 directly held Class A shares, were disposed to the issuer at $12.00 per share.

Footnotes state that at the merger’s effective time, each SEMrush common share held by the reporting person converted into the right to receive $12.00 in cash. RSU awards for certain individuals were cashed out at the same cash amount per underlying share or converted into Adobe restricted stock units, and options with exercise prices below $12.00 were cashed out while out-of-the-money options were cancelled for no consideration.

Positive

  • None.

Negative

  • None.

Insights

Large insider stake is cashed out mechanically at the agreed merger price.

The filing shows Dmitry Melnikov, a director and 10% owner of SEMrush Holdings, Inc., disposing of substantial Class A and Class B interests at $12.00 per share in connection with the closing of the Adobe acquisition. These are coded as issuer dispositions rather than open-market sales.

Because the consideration and treatment of RSUs and options follow the previously signed Merger Agreement, this Form 4 mainly documents execution of agreed terms rather than a new discretionary trading decision. The economic impact on outside shareholders depends on the merger terms already disclosed, not on this insider mechanics.

Insider Melnikov Dmitry
Role null
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 119,426 $0.00 --
Disposition Class B Common Stock 7,387,995 $12.00 $88.66M
Disposition Class A Common Stock 2,680,916 $12.00 $32.17M
Disposition Class A Common Stock 8,998,437 $12.00 $107.98M
Disposition Class A Common Stock 5,924,595 $12.00 $71.10M
Disposition Class A Common Stock 0 $0.00 --
Disposition Class A Common Stock 1,343,131 $12.00 $16.12M
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Class B Common Stock — 0 shares (Indirect, The Melnikov Family GRAT Remainder Trust); Class A Common Stock — 0 shares (Direct, null); Class A Common Stock — 0 shares (Indirect, The Melnikov Family GRAT Remainder Trust)
Footnotes (1)
  1. The amount of the Issuer's common stock ("Common Stock") includes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. 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"). The amount of Common Stock excludes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. 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. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
Disposition price per share $12.00 per share Merger Consideration for each share of Common Stock at effective time
Melnikov Family GRAT Remainder Trust Class A shares 8,998,437 shares Class A Common Stock disposed to issuer on April 28, 2026
Min Choron LLC Class A shares 5,924,595 shares Indirect Class A Common Stock disposition at $12.00 per share
Grantor Retained Annuity Trust Five Class A shares 1,343,131 shares Indirect Class A Common Stock issuer disposition
Directly held Class A shares 2,680,916 shares Direct Class A Common Stock disposed to issuer at merger close
Class B Common Stock disposed 7,387,995 shares Indirect Class B Common Stock issuer disposition linked to merger
Stock options cancelled 119,426 options Options with $11.96 exercise price cancelled/settled at effective time
Option exercise price $11.96 per share Exercise price of cancelled stock option award relating to Class A shares
Grantor Retained Annuity Trust financial
"The Dmitry Melnikov Grantor Retained Annuity Trust - Five"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
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.
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.
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")"
Option financial
"each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was cancelled and cashed out"
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Melnikov Dmitry
(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)
XDirectorX10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/28/2026D2,680,916(1)(2)(3)(4)(5)D$12(4)0D
Class A Common Stock04/28/2026D8,998,437(3)(4)D$12(4)0IThe Melnikov Family GRAT Remainder Trust
Class A Common Stock04/28/2026D5,924,595(3)(4)D$12(4)0IMin Choron LLC
Class A Common Stock04/28/2026D0(6)D$0(6)0IThe Dmitry Melnikov Grantor Retained Annuity Trust - Four
Class A Common Stock04/28/2026D1,343,131(3)(4)D$12(4)0IThe Dmitry Melnikov Grantor Retained Annuity Trust - Five
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$11.9604/28/2026D119,426 (7)04/01/2032Class A Common Stock119,426(7)0D
Class B Common Stock(8)04/28/2026D7,387,995 (3)(4)(8) (3)(4)(8)Class A Common Stock7,387,995$12(4)0IThe Melnikov Family GRAT Remainder Trust
Explanation of Responses:
1. The amount of the Issuer's common stock ("Common Stock") includes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
2. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of Common Stock upon vesting.
3. 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.
4. 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").
5. 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").
6. The amount of Common Stock excludes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
7. 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.
8. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
/s/ David Mason, attorney-in-fact04/28/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SEMrush (SEMR) report for Dmitry Melnikov?

SEMrush reported that director and 10% owner Dmitry Melnikov disposed of multiple Class A and Class B equity positions on April 28, 2026. These were issuer dispositions tied to SEMrush’s merger with Adobe, not open-market trades, and reflect conversion into cash consideration.

At what price were Dmitry Melnikov’s SEMrush 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 amount, defined as the Merger Consideration, applied to the reported Class A holdings and was also used in calculating cash-out or conversion terms for RSUs and options.

How were Dmitry Melnikov’s SEMrush RSUs treated in the Adobe transaction?

At the effective time, RSU awards for specified non-employee directors, contractors and certain service providers were cancelled and cashed out at $12.00 per underlying share. Other RSU awards were converted into Adobe RSU Awards based on a ratio using the $12.00 Merger Consideration and the Adobe Trading Price.

What happened to SEMrush stock options held in connection with the Adobe merger?

Vested options and those 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, while options with exercise prices at or above $12.00 were cancelled without payment.

Were any of Dmitry Melnikov’s SEMrush holdings retained after the Adobe merger closed?

The reported transactions show zero shares following each disposition entry for the listed holdings, indicating these particular Class A and Class B positions, as well as the reported stock option position, were fully cashed out or cancelled in connection with the Adobe merger’s effective time.