Aldrich Steven 4

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.