Baird Anna 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) Director Anna Baird Sells 44,518 Shares in Merger
What Happened Anna Baird, a director of Semrush Holdings, Inc. (SEMR), had 44,518 shares disposed of to the issuer on April 28, 2026 as part of the company’s merger with Adobe. Each share was converted into $12.00 in cash (Merger Consideration), resulting in total proceeds of $534,216. The transaction is reported as a disposition to the issuer (D) tied to the effective time of the merger.
Key Details
- Transaction date: April 28, 2026; price per share: $12.00; total proceeds: $534,216.
- Transaction type/code: Disposition to issuer (D) due to the Merger (Semrush acquired by Adobe).
- Shares disposed: 44,518.
- Shares owned after transaction: Not specified in the filing.
- Filing date / accession: Reported April 28, 2026 (Accession 0000950103-26-006314).
- Footnotes of note:
- F1: Some of the shares were restricted stock units (RSUs) that convert to ordinary shares on vesting.
- F3/F4: At the merger’s effective time, each common share converted to $12.00 cash; RSUs held by non-employee directors (like Ms. Baird) that were subject only to service-based vesting were cancelled and cashed out for the same $12.00 per underlying share. Other RSUs were converted into Adobe RSUs based on an exchange formula.
Context This disposition was part of the merger consideration paid at closing of the Merger with Adobe, not an open-market sale. Such cash-outs of holdings and certain RSUs are routine in acquisition closings and reflect merger terms rather than an individual trading decision.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−44,518$534,216→ 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.