SEMrush director’s shares cashed out at $12.00
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
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
Disposition: 56,886 shares
Disposition
1 txn
Insider
Aldrich Steven
Role
Director
| 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)
Footnotes (4)
- F1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of Common Stock upon vesting.
- F2. 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.
- F3. 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").
- F4. 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"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
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")"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
