Vranesh Mark 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) Director Mark Vranesh Cashes Out Shares in Adobe Merger
What Happened
- Mark Vranesh, a director of Semrush Holdings, disposed of common stock and derivative awards in connection with the closing of Semrush’s merger into Adobe on April 28, 2026. The Form 4 reports a disposition of 116,693 shares of Semrush common stock at $12.00 per share for $1,400,316. In addition, the filing shows dispositions of 110,700 and 60,000 units/awards (reported as derivatives with N/A price) that were affected by the merger.
- Combined, those items represent 287,393 underlying Semrush shares. At the $12.00 merger consideration, that total would equal $3,448,716 in aggregate consideration, though only the $1,400,316 cash amount for the reported common-stock disposal is specified in the filing; the derivative items are listed as N/A in the transaction table.
Key Details
- Transaction date: April 28, 2026 (effective time of the merger).
- Price reported for common stock: $12.00 per share; reported cash proceeds: $1,400,316 (for 116,693 shares).
- Derivative dispositions: 110,700 and 60,000 units reported as N/A (these represent RSUs/options treated under merger terms).
- Footnotes: Merger closed with Adobe (Merger Agreement dated Nov 18, 2025). Each Semrush share converted into the right to receive $12. RSUs and options were either cashed out at the $12 per-share merger consideration, converted into Adobe RSUs, or (for options) cashed out based on spread value per the Merger Agreement.
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Filing timeliness: no late filing flag noted in the provided data.
Context
- These disposals were merger-related cash-outs/conversions, not open-market sales. Common shares were converted into merger consideration ($12/share). Certain RSUs held by non-employee directors were cancelled and cashed out at the same per-share cash amount; other awards and options were converted to Adobe RSUs or cashed out per the Merger Agreement rules.
- Merger cash-outs are routine liquidity events and do not necessarily signal the insider’s ongoing view of the company’s prospects.
Insider Transaction Report
Form 4Exit
Vranesh Mark
Director
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−116,693$1,400,316→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−110,700→ 0 totalExercise: $0.79Exp: 2027-11-20→ Class B Common Stock (110,700 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−60,000→ 0 totalExercise: $3.39Exp: 2030-12-01→ Class B Common Stock (60,000 underlying)
Footnotes (5)
- [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 (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.
Signature
/s/ David Mason, attorney-in-fact|2026-04-28