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SEMrush Holdings, Inc.

SEMR

Total Value
$14.3M

Company Information

Ticker Symbol
SEMR
CIK
0001831840

Insider Information

Role
Chief Financial Officer
Officer
Location
BOSTON, MA

Filing Details

Filing Date
Apr 28, 2026
Transaction Date
Apr 28, 2026
Accession Number
0000950103-26-006326
Form Type
4

Non-Derivative Transactions

DateSecuritySharesPriceTypeValue
Apr 28, 2026Class A Common Stock1,015,576$12.00Disposition$12.2M

Derivative Transactions

DateSecuritySharesExercise PriceTypeValue
Apr 28, 2026Derivative222,816$9.26Disposition$2.1M

Footnotes

  1. (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.
  2. (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.
  3. (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").
  4. (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").
  5. (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.

SEC Filing

View on SEC Daily

View the complete filing document on SEC Daily.