Vranesh Mark 4

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.