Pearce Dylan 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush Director Dylan Pearce Disposes 58,463 Shares in Merger
What Happened
- Dylan Pearce, a director of Semrush Holdings, reported a disposition of 58,463 shares on April 28, 2026. The shares were converted into cash at $12.00 per share under the company’s merger with Adobe, resulting in proceeds of $701,556. This was a corporate conversion in connection with the merger rather than an open-market sale.
Key Details
- Transaction date and price: April 28, 2026 — 58,463 shares at $12.00 per share (total $701,556).
- Transaction code: D (Disposition to the issuer) — reflects conversion/surrender of shares in the merger.
- Shares owned after transaction: Not specified in the supplied filing.
- Footnotes of note:
- The transfer occurred under the Merger Agreement where Semrush merged into an Adobe subsidiary.
- Each Semrush share converted into the right to receive $12.00 in cash.
- Some of the reported shares include RSUs. RSUs held by non-employee directors (like this director) were cancelled and cashed out at the $12.00 Merger Consideration; other RSUs were converted into Adobe RSU awards for eligible holders.
- Filing timeliness: Reported with a Form 4 dated the same day as the transaction (timely as reported).
Context
- This transaction reflects the merger close mechanics: outstanding common shares (and certain RSUs) were converted into merger consideration. Such dispositions in a merger are routine corporate actions and do not necessarily indicate an insider’s trading intent. For RSUs, treatment varies by holder type — some were cashed out for cash, while others were converted into Adobe-based RSU awards based on a formula tied to Adobe’s recent trading price.
Insider Transaction Report
Form 4Exit
Pearce Dylan
Director
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−58,463$701,556→ 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 (the "Adobe Trading Price").
Signature
/s/ David Mason, attorney-in-fact|2026-04-28