SEMrush CTO’s equity cashed out in Adobe merger
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
SEMrush Holdings, Inc. completed its merger with Adobe Inc.
On April 28, 2026, trusts and an LLC linked to Shchegolev, as well as his direct holdings, surrendered Class A and Class B common shares and stock options to the issuer in a disposition to the company at $12.00 per share, matching the cash merger consideration. Following these transactions, no SEMrush common shares or listed options remain reported for him in this filing.
Insider Trade Summary
Disposition: 49,987,990 shares
Disposition
7 txns
Insider
Shchegolev Oleg
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 238,853 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 477,707 | $0.00 | $0.00 |
| Disposition | Class B Common Stock | 2,000,000 | $12.00 | $24.00M |
| Disposition | Class B Common Stock | 10,082,415 | $12.00 | $120.99M |
| Disposition | Class A Common Stock | 7,167,655 | $12.00 | $86.01M |
| Disposition | Class A Common Stock | 26,739,320 | $12.00 | $320.87M |
| Disposition | Class A Common Stock | 3,282,040 | $12.00 | $39.38M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Class B Common Stock — 0 contracts (Direct);
Class B Common Stock — 0 contracts (Indirect, The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020);
Class A Common Stock — 0 shares (Direct);
Class A Common Stock — 0 shares (Indirect, The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020);
Class A Common Stock — 0 shares (Indirect, Shchegolev Holdings, LLC)
Footnotes (8)
- F1. 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.
- 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 (the "Adobe Trading Price").
- F5. 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.
- F6. 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.
- F7. These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the reporting person's family. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- F8. These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
Key Figures
Merger consideration per share: $12.00 per share
Disposition via Shchegolev Holdings, LLC: 3,282,040 shares
Disposition via 2020 family trust (Class A): 26,739,320 shares
+5 more
8 metrics
Merger consideration per share
$12.00 per share
Cash paid for each SEMrush common share at effective time of merger
Disposition via Shchegolev Holdings, LLC
3,282,040 shares
Class A Common Stock disposed to issuer at $12.00 per share, indirect
Disposition via 2020 family trust (Class A)
26,739,320 shares
Class A Common Stock held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020
Direct Class A disposition
7,167,655 shares
Directly held Class A Common Stock disposed to issuer at $12.00 per share
Trust Class B disposition
10,082,415 shares
Class B Common Stock held by 2020 trust, disposed as derivative security
Direct Class B disposition
2,000,000 shares
Directly held Class B Common Stock, derivative entry, disposed at merger
Cancelled stock options (7.93 strike)
477,707 options
Stock options with $7.93 exercise price, disposed in issuer transaction
Cancelled stock options (11.96 strike)
238,853 options
Stock options with $11.96 exercise price, disposed in issuer transaction
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")."
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")"
Section 16 beneficial ownership regulatory
"The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein"
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 on a one-to-one basis"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How is the Adobe-SEMrush merger reflected in this SEMR Form 4 filing?
The filing explains that on April 28, 2026, Semrush merged into a wholly owned Adobe subsidiary. At the effective time, each SEMrush common share was converted into the right to receive $12.00 in cash, driving the issuer dispositions reported for Shchegolev-linked holdings.
What happened to SEMrush (SEMR) restricted stock units in the Adobe merger?
RSU awards for certain non-employee directors, contractors and specified service providers were cancelled and cashed out for $12.00 per underlying share. Other RSU awards were converted into Adobe restricted stock unit awards based on a formula using the cash consideration and the Adobe trading price.
How were SEMrush stock options treated for SEMR insiders in the Adobe deal?
Vested options and options held by specified individuals were cancelled and cashed out for the excess of $12.00 over the exercise price per share. Unvested options held by others were converted into Adobe RSU awards; underwater options (exercise price at or above $12.00) were cancelled without payment.
What are Adobe RSU Awards mentioned in the SEMR Form 4 footnotes?
Adobe RSU Awards are new restricted stock unit awards over Adobe common stock. Certain SEMrush RSU and option awards were converted into these awards at closing, using the $12.00 merger consideration and a defined 30‑day Adobe trading price to determine the number of Adobe shares underlying each converted award.
AI-generated analysis. How Rhea-AI works. Not financial advice.
