BLAKE KATRYN 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) Director Blake Katryn Sells Shares in Merger
What Happened
- Blake Katryn, a director of Semrush Holdings, disposed of company stock in connection with the April 28, 2026 merger with Adobe. She had 68,393 shares converted to cash at $12.00/share (disposed to the issuer) for $820,716. In addition, 60,000 derivative awards (RSUs) were treated as dispositions in the transaction; as a non-employee director those RSUs were cashed out under the merger terms for the same $12.00 per share (≈ $720,000).
- These were not open-market sales but cash-outs under the Merger Agreement; combined cash proceeds from the two items total approximately $1,540,716.
Key Details
- Transaction date: 2026-04-28 (effective time of the merger).
- Prices/values: 68,393 shares at $12.00 = $820,716; 60,000 RSUs treated as cashed-out at $12.00 ≈ $720,000; combined ≈ $1,540,716.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable items: Transactions reflect merger consideration (each SEMR share converted into $12.00 in cash). RSUs held by non-employee directors were cancelled and cashed out per the Merger Agreement; other equity awards had different treatments (conversion to Adobe RSUs or cash-outs) depending on vesting and holder.
- Timeliness: filing shows the report date equal to the transaction date; no late filing flag indicated in the provided excerpt.
Context
- This activity is a corporate-transaction cash-out tied to Adobe’s acquisition of Semrush, not a voluntary open-market sale by the director. Cash received reflects the merger consideration rather than a trading decision.
- For retail investors, merger cash-outs are routine outcomes for insider equity upon acquisition and do not by themselves signal the director’s forward view of the business.
Insider Transaction Report
Form 4Exit
BLAKE KATRYN
Director
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−68,393$820,716→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−60,000→ 0 totalExercise: $3.39Exp: 2030-11-16→ 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