Pearce Dylan 4

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.