SEMrush Holdings, Inc. Form 4 Filings

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.

SEMrush Holdings, Inc. President Eugenie Levin disposed of all reported equity interests in connection with the Adobe acquisition. On April 28, 2026, Semrush merged into a wholly owned subsidiary of Adobe under a Merger Agreement dated November 18, 2025, with Semrush becoming an Adobe subsidiary.

At the merger’s effective time, each share of Semrush common stock held by Levin was converted into the right to receive $12.00 in cash, described as the Merger Consideration. Her Class A and Class B shares, as well as stock options, were reported as dispositions to the issuer, leaving no remaining holdings in these awards after the transaction.

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.

SEMrush Holdings, Inc.'s Chief Legal Officer David W. Mason reported the disposition of his equity in connection with the closing of the company’s merger with Adobe Inc.. At the merger’s effective time, his shares of Class A common stock were converted into the right to receive $12.00 in cash per share, and certain restricted stock units were either cashed out at the same cash price or converted into Adobe restricted stock units under the merger exchange formula. In addition, his stock options were either cashed out for the excess of the $12.00 merger consideration over their exercise prices or cancelled with no payment if the exercise price was at or above $12.00, leaving no remaining reported holdings after the transaction.

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.

SEMrush Holdings, Inc. Chief Executive Officer William Raymond Wagner reported a disposition of 1,630,097 shares of Class A Common Stock on April 28, 2026. The shares were surrendered to the company in connection with the closing of its merger with Adobe Inc..

At the merger’s effective time, each share held by Wagner was converted into the right to receive $12.00 in cash as merger consideration. Footnotes explain that a portion of his position consisted of restricted stock and RSUs, which were either cashed out for $12.00 per underlying share or converted into awards linked to Adobe common stock under an equity conversion formula.

SEMrush Holdings, Inc. director Dylan Pearce reported the disposition of 58,463 shares of Class A Common Stock in connection with the closing of the company’s merger with Adobe Inc.. At the merger’s effective time, each share held by the reporting person was converted into the right to receive $12.00 in cash, leaving him with no SEMrush shares reported after the transaction.

The footnotes explain that certain holdings included restricted stock units (RSUs). Service-based RSUs for specified individuals, including non-employee directors, were cancelled and paid out in cash at the same $12.00 per underlying share, while other RSU awards were converted into RSU awards linked to Adobe common stock using a formula based on the merger cash consideration and Adobe’s trading price.

SEMrush Holdings, Inc. director Caroline J. Tsay disposed of 44,389 shares of Class A Common Stock in connection with the closing of a merger with Adobe Inc.. Each share held by her was converted at the effective time into the right to receive $12.00 in cash, leaving her with no remaining SEMrush shares.

The filing explains that some of the shares were underlying restricted stock units (RSUs), each representing a right to receive one share upon vesting. At the effective time, RSUs for non-employee directors and certain service providers were cancelled and paid out in cash at $12.00 per underlying share, while other RSU awards were converted into new Adobe RSU awards based on a formula tied to Adobe’s share price.

SEMrush Holdings, Inc. director Blake Katryn reported the disposition of her equity in connection with the completion of the company’s merger with Adobe Inc. On April 28, 2026, each share of Common Stock she held was converted into the right to receive $12.00 in cash under the Agreement and Plan of Merger.

The filing shows a disposition of 68,393 shares of Class A Common Stock, leaving her with no reported Common Stock holdings afterward. A related derivative entry covers 60,000 stock options with a $3.39 exercise price, which were cancelled and cashed out or otherwise treated in line with the merger terms for options and RSUs.

SEMrush Holdings, Inc. director Anna Baird disposed of her Class A Common Stock in connection with the closing of the Adobe acquisition. On the April 28, 2026 merger effective time, her 44,518 shares were converted into the right to receive $12.00 per share in cash under the Agreement and Plan of Merger among SEMrush, Adobe and Fenway Merger Sub. Following this issuer disposition, she no longer held SEMrush common shares. Related restricted stock units were either cashed out at $12.00 per underlying share for certain non-employee director and service-provider awards or converted into Adobe RSU awards based on a formula using the $12.00 merger consideration and Adobe’s 30‑day closing-price average.

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.

SEMrush Holdings, Inc. director Mark Vranesh reported disposing of equity interests in connection with the closing of the company’s merger with Adobe Inc. On April 28, 2026, his Class A Common Stock was converted into the right to receive $12.00 per share in cash under the merger terms.

In addition, stock options to purchase Class B Common Stock were cancelled and, where in the money, cashed out for the cash spread over the $12.00 merger price, with underwater options cancelled for no consideration. Following these transactions, the filing shows no remaining common shares or options held directly by the reporting person.

SEMrush Holdings, Inc. Chief Financial Officer Brian Mulroy had shares withheld to cover taxes tied to equity compensation. On April 10, 2026, the company withheld 3,941 shares of Class A Common Stock at $11.94 per share to satisfy tax withholding obligations on vested RSUs, rather than an open-market sale. Following this tax-withholding disposition, he directly holds 1,015,576 shares of Class A Common Stock.

SEMrush Holdings, Inc. Chief Technology Officer and ten percent owner Oleg Shchegolev reported a routine tax-withholding transaction related to equity compensation. On April 1, 2026, the company withheld 6,533 shares of Class A Common Stock at $11.96 per share to cover tax obligations arising from the vesting of restricted stock units.

After this withholding, Shchegolev directly holds 7,167,655 Class A shares. Additional Class A shares are held indirectly through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 and Shchegolev Holdings, LLC, where footnotes state he disclaims Section 16 beneficial ownership except to any pecuniary interest.

SEMrush Holdings, Inc. President Eugenie Levin had shares withheld to cover taxes on vested RSUs. On April 1, 2026, 2,727 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to restricted stock units that vested on that date. This was an administrative tax-withholding disposition, not an open-market sale. Following this transaction, Levin directly holds 577,985 shares of Class A Common Stock.

SEMrush Holdings, Inc. Chief Marketing Officer Andrew Warden had 2,801 shares of Class A Common Stock withheld by the company on April 1, 2026 to cover tax obligations from vesting restricted stock units. This was not an open-market sale. After the withholding, he directly holds 338,902.89 shares.

SEMrush Holdings, Inc. President Eugenie Levin reported an open-market sale of 404,249 shares of Class A Common Stock on March 13, 2026, at a weighted average price of $11.91 per share, with individual trades ranging from $11.91 to $11.92.

Following this transaction, Levin directly holds 580,712 shares of Class A Common Stock. A portion of these shares represents restricted stock units, each of which converts into one share of Class A Common Stock upon vesting.

SEMrush Holdings, Inc. director and Chief Technology Officer Oleg Shchegolev reported an open-market sale of 200,000 shares of Class A Common Stock at a weighted average price of $11.93 per share. Following the sale, he directly owns 7,174,188 shares, which includes restricted stock units that will convert into shares as they vest.

In addition to his direct holdings, entities associated with Shchegolev hold substantial indirect positions. The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 holds 26,739,320 shares, and Shchegolev Holdings, LLC holds 3,282,040 shares. The filing explains that he disclaims beneficial ownership of these indirect holdings except to the extent of any pecuniary interest.

SEMrush Holdings, Inc. reported that its Chief Legal Officer, David W. Mason, sold 97,372 shares of Class A Common Stock in an open-market transaction on March 5, 2026. The weighted average sale price ranged from $11.93 to $11.94 per share.

After this sale, Mason beneficially owned 271,248 shares of Class A Common Stock, a portion of which are restricted stock units that each represent the right to receive one share upon vesting.

SEMrush Holdings, Inc. Chief Marketing Officer Andrew Warden sold 41,249 shares of Class A Common Stock in an open-market transaction at a weighted average price of $11.81 per share, with individual trades between $11.81 and $11.82.

After this sale, he directly holds 341,703.89 shares, and a portion of these holdings consists of restricted stock units that each convert into one share of Class A Common Stock upon vesting.

SEMrush Holdings director and 10% owner Dmitry Melnikov acquired 66,667 shares of Class A Common Stock on February 10, 2026. The filing describes this as an exchange transaction, where he received back the same number of issuer shares previously contributed to an exchange-traded fund, with a stated value of $789,337.3 based on that day’s closing price.

After this transaction, Melnikov directly beneficially owned 1,946,479 Class A shares. The filing also lists additional Class A shares held indirectly through several family trusts and an LLC, for which he includes standard disclaimers of beneficial ownership except to the extent of any pecuniary interest.

SEMrush Holdings director and CTO Oleg Shchegolev, a more than 10% owner, reported an indirect acquisition of 144,000 shares of Class A common stock on February 10, 2026 through Shchegolev Holdings, LLC. The shares were valued at $1,704,960 based on that day’s closing price.

According to the disclosure, Shchegolev Holdings, LLC exchanged its shares in an exchange-traded fund for the same number of SEMrush shares it had previously contributed to the fund, returning those shares to the LLC. Following this, Shchegolev Holdings, LLC held 3,282,040 shares indirectly for the reporting person.

Separately, the filing shows 7,374,188 shares held directly in Shchegolev’s name, a portion of which are restricted stock units that each convert into one Class A share upon vesting. Another 26,739,320 shares are held indirectly via The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 for family beneficiaries, with the reporting person disclaiming beneficial ownership beyond any pecuniary interest.

SEMrush Holdings, Inc. director and 10% owner Dmitry Melnikov reported a sale of 1,399 shares of Class A Common Stock on January 7, 2026 at $11.90 per share. According to the disclosure, this sale was made to cover tax withholding obligations arising from the vesting of restricted stock units on January 1, 2026 and was not a discretionary trade.

Following this transaction, Melnikov directly holds 1,879,812 shares of Class A Common Stock. Additional Class A shares are held indirectly through family-related entities, including 8,998,437 shares owned by The Melnikov Family GRAT Remainder Trust, 5,924,595 shares owned by Min Choron LLC, 734,437 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, and 1,343,131 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Five. The filing states that Melnikov disclaims beneficial ownership of these indirect holdings except to the extent of any pecuniary interest.

SEMrush Holdings, Inc. reported an insider transaction by a reporting person who is both a director and the chief executive officer. On 12/26/2025, the insider had 224,220 shares of Class A common stock withheld by the company, coded as transaction type "F," at a price of $11.86 per share. This withholding was to cover the insider’s tax obligations tied to a Section 83(b) election on a restricted stock award granted under the 2021 Stock Option and Incentive Plan.

After this tax withholding event, the insider beneficially owned 1,630,097 shares of Class A common stock, some of which are restricted stock and restricted stock units. Each restricted share or unit represents the right to receive one share of Class A common stock upon vesting.

A director and 10% owner of SEMrush Holdings, Inc. reported internal transfers of Class A Common Stock involving family trusts. On December 15, 2025, 314,778 shares were distributed from The Dmitry Melnikov Grantor Retained Annuity Trust - Three to The Melnikov Family GRAT Remainder Trust at a stated price of $0, indicating a trust distribution rather than an open-market trade.

The filing also notes that 599,255 shares were transferred from GRAT Three to the reporting person on the same date as an annuity payment exempt under Rule 16a-13. After these movements, various entities, including Min Choron LLC and additional grantor retained annuity trusts, hold SEMrush Class A shares for the benefit of the reporting person’s family, while the reporting person disclaims beneficial ownership of many indirect holdings beyond any pecuniary interest.

SEMrush Holdings' chief financial officer reported several equity transactions in Class A Common Stock. On December 15, 2025, the officer received 337,268 restricted stock units ("RSUs") under the 2021 Stock Option and Incentive Plan at $0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, which occurs over three years, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

Also on December 15, 98,941 Class A shares were withheld by the company at $11.86 per share to satisfy tax withholding obligations tied to RSU vesting. On December 16, 2025, the officer sold 100,078 Class A shares at a weighted average price of $11.86, in multiple transactions at prices ranging from $11.86 to $11.88. After these transactions, the officer beneficially owned 1,019,517 Class A shares, a portion of which represent RSUs.

SEMrush Holdings, Inc.'s Chief Marketing Officer reported new equity awards and related share withholding. On December 15, 2025, the reporting person acquired 168,634 restricted stock units (RSUs) under the 2021 Stock Option and Incentive Plan at a stated price of $0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

On the same date, 26,765 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations arising from the net issuance of shares delivered upon RSU vesting, based on the closing share price of $11.86. After these transactions, the reporting person directly beneficially owns 382,952.89 shares of the company’s Class A Common Stock.

SEMrush Holdings, Inc. reported an insider equity award for its president. On December 15, 2025, the officer received 252,951 restricted stock units for Class A common stock under the 2021 Stock Option and Incentive Plan at a grant price of $0. Each unit represents one share of Class A common stock when it vests.

The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months. On the same date, 38,769 Class A shares were withheld at $11.86 per share to cover tax obligations related to RSU vesting. After these transactions, the insider beneficially owns 984,961 Class A shares, including RSUs.

SEMrush Holdings, Inc. reported insider equity transactions by a director, chief technology officer and 10% owner. On December 15, 2025, the reporting person received a grant of 84,317 restricted stock units (RSUs) of Class A common stock at a grant price of $0. The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months.

On the same date, 19,694 shares of Class A common stock were withheld at $11.86 per share to satisfy tax withholding obligations arising from RSU vesting, with the net shares delivered to the insider. After these transactions, the insider directly beneficially owns 7,374,188 shares of Class A common stock, and also has indirect holdings of 3,138,040 shares through Shchegolev Holdings, LLC and 26,739,320 shares through a 2020 family trust.

SEMrush Holdings, Inc. reported insider equity activity by its chief executive officer and director in the company’s Class A common stock. On December 15, 2025, the executive received a grant of 927,487 restricted shares at no purchase price under the 2021 Stock Option and Incentive Plan, bringing his direct beneficial ownership to 2,008,007 shares immediately after the grant.

On the same date, 153,690 shares were withheld by the company at $11.86 per share to satisfy tax withholding related to vesting restricted stock units, leaving 1,854,317 directly held shares following the dispositions. The new restricted stock award will vest over three years, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the next 24 months, subject to continuous service.

SEMrush Holdings' Chief Legal Officer David Mason reported equity awards and related share withholding transactions. On December 15, 2025 he received a grant of 143,338 restricted stock units under the 2021 Stock Option and Incentive Plan, each equal to one share of Class A common stock. The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months. The filing also notes that 26,054 Class A shares were withheld at $11.86 per share to cover tax obligations upon RSU vesting, leaving him with 368,620 Class A shares beneficially owned directly.

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On 12/08/2025, the officer exercised an employee stock option to acquire 84,585 shares of Class A common stock at an exercise price of $9.78 per share, then reported a sale of 196,115.11 shares at a weighted average price of $11.84 per share. After these transactions, the officer beneficially owned 241,083.89 shares of Class A common stock, which includes restricted stock units that each convert into one share upon vesting. The underlying stock option, originally granted on April 21, 2023, continues to cover additional shares and follows a multi‑year vesting schedule through 04/21/2033, tied to the officer’s continued employment.

SEMrush Holdings, Inc. Chief Technology Officer, director and 10% owner Oleg Shchegolev reported an automatic share withholding related to equity compensation. On December 1, 2025, the company withheld 10,439 shares of Class A common stock at $11.83 per share to cover tax obligations tied to the vesting and net issuance of restricted stock units (RSUs). After this transaction, he directly beneficially owned 7,309,565 Class A shares, a portion of which are RSUs that each convert into one share upon vesting.

In addition to his direct holdings, Shchegolev is reported as having indirect beneficial ownership of 3,138,040 shares held by Shchegolev Holdings, LLC and 26,739,320 shares held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020. The filing notes that these trust-related positions are for the benefit of family members and that Shchegolev disclaims beneficial ownership except to the extent of any pecuniary interest.

SEMrush Holdings, Inc. officer reports tax-related share withholding

A SEMrush Holdings, Inc. officer who serves as President reported a routine equity transaction involving the company’s Class A common stock. On December 1, 2025, 6,264 shares of Class A common stock were withheld by the company to cover tax withholding obligations arising from the vesting and net issuance of restricted stock units (RSUs). The withholding price used was $11.83 per share, based on the closing price that day.

Following this tax withholding event, the reporting person beneficially owns 770,779 shares of Class A common stock, a portion of which consists of RSUs, with each RSU representing the right to receive one share upon vesting.

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer on a Form 4. On December 1, 2025, 8,979 shares of Class A Common Stock were withheld by the company at a price of $11.83 per share to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs). This is a non-market transaction where the company retains shares instead of the executive selling them to pay taxes.

After this withholding, the CFO beneficially owns 881,268 shares of Class A Common Stock. A portion of this total consists of RSUs, each representing a right to receive one share of Class A Common Stock upon vesting. The filing describes a routine equity compensation and tax withholding event rather than an open-market purchase or sale.

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On December 1, 2025, 5,220 shares of Class A common stock were withheld by the company to cover tax obligations tied to the vesting of restricted stock units (RSUs), based on a share price of $11.83. After this tax withholding event, the officer beneficially owned 352,614 shares of Class A common stock in total.

A portion of the remaining holdings consists of RSUs, each representing the right to receive one share of Class A common stock upon vesting. This filing reflects a routine tax-related adjustment rather than an open-market purchase or sale.

SEMrush Holdings, Inc. reported a routine insider equity transaction by its Chief Legal Officer on a Form 4. On December 1, 2025, 3,592 shares of Class A common stock were withheld by the company to cover tax obligations related to the vesting and net issuance of restricted stock units. The withholding price was $11.83 per share, based on the closing price of the Class A common stock on that date. After this tax withholding, the reporting person beneficially owned 251,336 shares, a portion of which are in the form of RSUs that each convert into one share of Class A common stock upon vesting.

SEMrush Holdings (SEMR) insider filing: The Chief Legal Officer reported a Form 4 transaction reflecting tax withholding tied to RSU vesting. On 11/01/2025, the company withheld 2,537 shares of Class A Common Stock to satisfy taxes from the RSUs’ net share delivery (transaction code F), calculated using the $7.26 closing price on 10/31/2025.

Following this administrative transaction, the reporting person beneficially owns 254,928 shares, held directly. A portion of the holdings consists of RSUs, each representing the right to receive one share upon vesting.

SEMrush Holdings (SEMR) reported an insider equity award. A director filed a Form 4 disclosing two RSU grants on 10/28/2025: 32,981 RSUs and 17,962 RSUs, each at $0. Each RSU represents one share of Class A common stock upon vesting. One-third of the 32,981 RSUs vests on the earlier of October 28, 2026 or the next annual meeting, with the remainder vesting monthly over two years. The 17,962 RSUs vest in full on the earlier of June 9, 2026 or the next annual meeting. Following the reported transactions, the director beneficially owned 58,463 shares, held directly.

SEMrush Holdings (SEMR) filed a Form 4 for its Chief Financial Officer. On 10/10/2025, 4,080 shares of Class A Common Stock were withheld by the company to satisfy tax obligations tied to vested RSUs, at a price of $7.06 under code F. Following this transaction, the officer beneficially owns 890,247 shares, some of which are RSUs that deliver one Class A share upon vesting.

Eugenie Levin, President of SEMrush Holdings, Inc. (SEMR), reported transactions on 10/01/2025 related to vested restricted stock units (RSUs). The filing shows 3,902 shares of Class A Common Stock were disposed of at $7.15 per share to satisfy tax withholding obligations tied to the net issuance from RSU vesting. After the withholding and net issuance, the reporting person beneficially owned 777,043 shares of Class A Common Stock. The form clarifies that a portion of the reported holdings are RSUs, with each RSU representing a right to receive one share upon vesting.

Semrush Holdings insider Dmitry Melnikov reported a non-discretionary sale of 1,408 shares of Class A common stock on 10/01/2025 at a weighted average price of approximately $7.15 per share to satisfy tax withholding tied to RSU vesting. After the transaction Mr. Melnikov beneficially owned 1,281,956 shares directly and maintains substantial indirect holdings across family trusts and entities totaling 17,599,855 shares (sum of disclosed indirect amounts plus direct holdings as listed).

The filing clarifies the sale was solely to cover withholding obligations and not a discretionary trade. Multiple trusts and entities are listed as indirect owners, and the reporter disclaims Section 16 beneficial ownership for several of those trust-held positions except as to any pecuniary interest.