SEMrush (SEMR) director exits 56,886 shares in $12.00-per-share Adobe merger

Rhea-AI Filing Summary

SEMrush Holdings, Inc. director Steven Aldrich disposed of his Class A Common Stock in connection with the company’s merger with Adobe Inc. A total of 56,886 shares were surrendered to the issuer and converted into the right to receive $12.00 per share in cash as merger consideration. Following this transaction, Aldrich reported holding zero shares of SEMrush common stock. Certain restricted stock units held by specified individuals were either cashed out at $12.00 per underlying share or converted into restricted stock unit awards tied to Adobe common stock based on a formula using the merger consideration and Adobe’s closing share price over a 30‑day period.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Aldrich Steven

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	56,886	$12.00	$683K

Holdings After Transaction: 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.

Key Figures

Shares disposed: 56,886 shares Merger consideration per share: $12.00 per share Shares held after transaction: 0 shares

3 metrics

Shares disposed 56,886 shares Class A Common Stock surrendered in merger-related disposition

Merger consideration per share $12.00 per share Cash received for each share of SEMrush Common Stock

Shares held after transaction 0 shares Total SEMrush Class A Common Stock reported post‑merger

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the terms of that certain Agreement and Plan of Merger"

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

"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")."

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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share"

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")"

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^*

Aldrich Steven

(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
	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		56,886(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

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.

	/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 did SEMrush (SEMR) director Steven Aldrich report in this Form 4?

Steven Aldrich reported disposing of his SEMrush Class A Common Stock in connection with the Adobe acquisition. His 56,886 shares were surrendered to the issuer and converted into the right to receive $12.00 per share in cash as merger consideration.

How many SEMrush (SEMR) shares were affected and at what cash value?

The filing shows 56,886 shares of SEMrush Class A Common Stock were disposed of. Each share was converted into the right to receive $12.00 in cash under the merger terms, providing a fixed cash payment per share at the effective time of the transaction.

What happened to Steven Aldrich’s SEMrush (SEMR) holdings after the merger closed?

After the merger became effective and his shares were converted into cash rights, Steven Aldrich reported owning zero SEMrush Class A Common Stock. The company became a wholly owned subsidiary of Adobe, so his equity position in SEMrush common stock was fully eliminated.

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

At the merger’s effective time, RSU awards subject only to service-based vesting for specified individuals were cancelled and cashed out at $12.00 per underlying share. Other RSU awards were converted into Adobe RSU awards based on a formula tied to the $12.00 merger consideration and Adobe’s 30‑day average price.

What agreement governed the SEMrush (SEMR) merger with Adobe Inc.?

The transaction was governed by an Agreement and Plan of Merger dated November 18, 2025, among SEMrush Holdings, Inc., Adobe Inc. as Parent, and Fenway Merger Sub, Inc. Merger Sub combined with SEMrush, leaving SEMrush as a wholly owned subsidiary of Adobe after closing.