SEMrush (SEMR) CFO exits SEMrush equity as Adobe $12-per-share merger closes

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Financial Officer Brian Mulroy disposed of his equity in connection with the company’s merger with Adobe. On April 28, 2026, 1,015,576 shares of Class A common stock were transferred to the issuer, and each share was converted into the right to receive $12.00 in cash as merger consideration.

The filing also shows the disposition of a stock option covering 222,816 shares with a $9.26 exercise price, leaving no options or common shares reported as held after the transaction. Footnotes explain that, at the merger’s effective time, RSUs and options were either cashed out for the Merger Consideration or converted into restricted stock units tied to Adobe common stock under the merger terms.

Insights

Equity compensation and M&A analyst

CFO’s entire SEMrush equity is cashed-out or converted under Adobe merger terms.

The reporting shows Brian Mulroy, SEMrush’s Chief Financial Officer, disposing of all reported Class A shares and a large option award as part of the closing of the merger with Adobe Inc.. Each common share is converted into the right to receive $12.00 in cash.

The option covering 222,816 shares with a $9.26 exercise price is also listed as a disposition to the issuer, with zero options remaining. Footnotes describe the broader treatment of RSUs and options: some are cashed out for cash equal to the merger consideration, while others convert into Adobe restricted stock units based on an Adobe trading price formula.

This pattern is typical for a cash-and-equity merger closing rather than a discretionary trade. The economic impact for the CFO stems from the merger terms already agreed in the Agreement and Plan of Merger, so the filing mainly documents the final equity conversion mechanics rather than signaling a new view on SEMrush’s prospects.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mulroy Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	222,816	$0.00	--
Disposition	Class A Common Stock	1,015,576	$12.00	$12.19M

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: 1,015,576 shares Merger consideration per share: $12.00 per share Option shares disposed: 222,816 option shares +3 more

6 metrics

Common shares disposed 1,015,576 shares Class A Common Stock, disposition to issuer at merger effective time

Merger consideration per share $12.00 per share Cash paid for each SEMrush common share at effective time of merger

Option shares disposed 222,816 option shares Stock option (right to buy) with $9.26 exercise price, disposed to issuer

Option exercise price $9.26 per share Exercise price of disposed SEMrush stock option

Shares held after transaction 0 shares Total SEMrush Class A Common Stock reported following transaction

Options held after transaction 0 options Total SEMrush stock options reported following transaction

Key Terms

Merger Consideration, Agreement and Plan of Merger, restricted stock units ("RSUs"), Adobe RSU Award, +2 more

6 terms

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.

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.

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")"

Adobe Trading Price financial

"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")."

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"

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^*

Mulroy Brian

(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 Financial 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		1,015,576(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)	$9.26	04/28/2026		D			222,816	(5)	05/04/2033	Class A Common Stock	222,816	(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, 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 SEMR CFO Brian Mulroy report in this Form 4?

The Form 4 shows CFO Brian Mulroy disposing of all reported SEMrush Class A common shares and a large stock option position as part of the Adobe merger closing, with his reported post-transaction holdings in these securities reduced to zero under the merger’s agreed consideration structure.

How many SEMrush (SEMR) shares were converted and at what cash price?

The filing lists 1,015,576 shares of SEMrush Class A common stock held by Brian Mulroy. At the effective time of the merger, each share was converted into the right to receive a cash payment of $12.00 per share, described as the merger consideration under the merger agreement.

What happened to Brian Mulroy’s SEMrush stock options in the Adobe merger?

A stock option covering 222,816 underlying SEMrush Class A shares with a $9.26 exercise price is shown as a disposition to the issuer, with zero options remaining. Footnotes state that vested options or those held by specified individuals were cashed out, while certain unvested options converted into Adobe RSU awards.

How were SEMrush RSUs treated when Adobe acquired SEMrush (SEMR)?

The footnotes explain that 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 converted into Adobe restricted stock unit awards using a ratio based on the $12.00 merger consideration divided by an Adobe trading price measure.

Does this Form 4 indicate open-market buying or selling by the SEMR CFO?

No open-market buying or selling is indicated. The transactions use code D for disposition to issuer and are tied to the merger’s effective time. The filing documents automatic equity treatment under the merger agreement rather than discretionary trades in SEMrush shares on the public market.

What is the merger structure described between SEMrush (SEMR) and Adobe?

The footnotes describe a merger where a wholly owned Adobe subsidiary merged into SEMrush, with SEMrush surviving as a wholly owned Adobe subsidiary. At the effective time, common shares, RSUs, and options were either cashed out for $12.00 per share or converted into Adobe restricted stock units based on a defined pricing formula.