Mason David W 4

What Happened
David W. Mason, Chief Legal Officer of Semrush Holdings, disposed of company shares as part of the April 28, 2026 merger with Adobe. The filing shows a disposition of 271,248 shares at $12.00 per share for $3,254,976 in cash. A second disposition of 144,717 units is reported as a derivative/RSU-related disposition with no per-share price listed (N/A) because these awards were handled under the merger terms.

Key Details

• Transaction date: April 28, 2026 (Effective time of the Adobe merger).
• Cash proceeds reported: 271,248 shares × $12.00 = $3,254,976. The 144,717 RSU/derivative items show N/A for price/value in the filing.
• Transaction code: Disposition to issuer (D) — these were processed under the Merger Agreement.
• Shares owned after transaction: Not specified in this Form 4.
• Filing timeliness: Reported on April 28, 2026 (same day), so appears timely.
• Relevant footnotes: RSUs and options were either cancelled for cash or converted into Adobe RSU awards depending on award type and recipient; each outstanding common share was converted into $12.00 in cash under the merger.

Context
This was not a voluntary open-market sale but a cash-out and conversion resulting from Adobe’s acquisition of Semrush. The $12 per-share consideration reflects the merger consideration paid to Semrush stockholders; derivative/RSU items were either cashed out or converted into Adobe equity per the merger agreement. These actions reflect deal mechanics, not necessarily a discretionary trading decision by the insider.