Aldrich Steven 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush Director Steven Aldrich Sells 56,886 Shares for $682,632
What Happened
- Steven Aldrich, a director of Semrush Holdings, reported a disposition to the issuer of 56,886 shares on April 28, 2026. The shares were converted/cashed out at $12.00 per share for total proceeds of $682,632 per the Merger Agreement with Adobe.
- The transaction was a cash-out in connection with the merger (not an open-market sale). A portion of the shares represented restricted stock units (RSUs) that were treated per the merger terms.
Key Details
- Transaction date and price: April 28, 2026 — 56,886 shares at $12.00 each; proceeds $682,632.
- Transaction type/code: Disposition to issuer (D) — cash-out under the Merger Agreement.
- Shares owned after transaction: Not specified in the filing.
- Filing date: Reported on Form 4 with a filing date of April 28, 2026 (same day as the transaction).
- Relevant footnotes:
- F1: Some shares were RSUs (each RSU = one share on vesting).
- F2–F3: Merger with Adobe effective April 28, 2026; each Semrush share converted into the right to receive $12.00 cash.
- F4: RSUs held by non-employee directors (like Aldrich) that were service-vested were cancelled and cashed out for the Merger Consideration; other RSUs were converted into Adobe RSUs per the agreement.
Context
- This was a merger-related cash-out: Semrush was acquired by Adobe and surviving shareholders received $12.00 per Semrush share. Such dispositions reflect transaction mechanics of the deal rather than a director selling stock on the open market.
Insider Transaction Report
Form 4Exit
Aldrich Steven
Director
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−56,886$682,632→ 0 total
Footnotes (4)
- [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.
Signature
/s/ David Mason, attorney-in-fact|2026-04-28