Wagner William Raymond 4

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.