Wagner William Raymond 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush CEO William Wagner Sells 1.63M Shares for $19.6M
What Happened
William (Wagner) Raymond, CEO of Semrush Holdings, disposed of 1,630,097 shares of SEMrush common stock on April 28, 2026. The shares were converted/cashed out pursuant to the merger with Adobe Inc. at a Merger Consideration of $12.00 per share, producing proceeds of $19,561,164. This was a disposition to the issuer in connection with the Merger (not an open‑market sale).
Key Details
- Transaction date: 2026-04-28; price: $12.00 per share; shares: 1,630,097; total proceeds: $19,561,164.
- Transaction type/code: Disposition to the issuer (D) — Merger cash‑out under the Merger Agreement.
- Shares owned after transaction: No remaining SEMrush common stock held after the Effective Time (holdings converted/cashed out per merger terms).
- Relevant footnotes:
- F1: Some of the disposed interests were restricted stock or RSUs (each representing one share upon vesting).
- F2–F3: Merger completed on 4/28/2026; each SEMrush share converted into $12.00 in cash at the Effective Time.
- F4–F5: Certain RSUs/restricted stock were either cashed out or converted into Adobe (Parent) RSU/restricted stock awards based on an Equity Award Conversion Ratio (Merger Consideration ÷ Adobe Trading Price over a specified 30‑day period).
- Filing timeliness: Reported on 2026-04-28 (period of report 4/28/2026), appears timely.
Context
This transaction reflects the corporate merger consideration (cash-out/conversion) rather than an insider selling shares on the open market. Some employee-held RSUs and restricted stock were converted into Adobe equity awards (or cashed out for certain non-employee awards) per the merger agreement; consult the merger disclosure for how much, if any, equity the reporting person now holds in Adobe. This Form 4 documents the conversion/cash-out and is factual disclosure, not an indicator of the CEO’s personal market view.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4][F5]2026-04-28$12.00/sh−1,630,097$19,561,164→ 0 total
Footnotes (5)
- [F1]A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and RSU represents a right to receive one share of the Issuer's common stock ("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", and such quotient, the "Equity Award Conversion Ratio").
- [F5]At the Effective Time, each restricted stock award was converted into a restricted stock award of Parent in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the restricted stock award by the Equity Award Conversion Ratio.