Levin Eugenie 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) President Eugenie Levin Sells Shares in Merger
What Happened
- Eugenie Levin, President of Semrush Holdings, reported dispositions related to the closing of the Adobe merger on April 28, 2026. The filing shows a total of 2,014,016 shares/RSUs disposed. Two cash-outs were at $12.00 per share (577,985 and 1,149,408 shares), yielding $6,935,820 and $13,792,896 respectively (total cash received = $20,728,716). Two other derivative items (95,541 and 191,082) are reported without a cash amount and reflect RSU/derivative treatment in the merger.
Key Details
- Transaction date: April 28, 2026 (filing accession 0000950103-26-006325).
- Transaction type: Dispositions to the issuer (merger-related), reported as D.
- Shares/RSUs disposed (total): 2,014,016.
- Cash received for reported $12.00 per-share conversions: $20,728,716.
- Derivative entries with “N/A” amounts represent RSU/option conversions or conversions to Adobe RSU awards per the merger terms (see footnotes).
- Shares owned after the transaction: not specified in the supplied summary of the filing.
- Filing timeliness: transaction and report date the same (appears timely).
Context
- These were not open-market sales but merger-related dispositions: at the Effective Time each Semrush common share became the right to receive $12.00 in cash (Merger Consideration). Some RSUs were cashed out for cash equal to the Merger Consideration, while other RSUs and unvested awards were converted into restricted stock unit awards in Adobe stock under formulas described in the merger agreement (see footnotes F2–F5). This filing documents the mechanical conversion/cash-out steps required by the merger, not a voluntary market sale.
Insider Transaction Report
Form 4Exit
Levin Eugenie
President
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−577,985$6,935,820→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−95,541→ 0 totalExercise: $11.96Exp: 2032-04-01→ Class A Common Stock (95,541 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−191,082→ 0 totalExercise: $9.78Exp: 2033-04-21→ Class A Common Stock (191,082 underlying) - Disposition to Issuer
Class B Common Stock
[F6][F3][F4]2026-04-28$12.00/sh−1,149,408$13,792,896→ 0 total→ Class A Common Stock (1,149,408 underlying)
Footnotes (6)
- [F1]A portion of these shares represent restricted stock units ("RSUs"). Each 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").
- [F5]At the Effective Time, each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of such Option in respect of each underlying share and each unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares of Parent common stock obtained by dividing the spread value of the Option by the Adobe Trading Price. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration.
- [F6]The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
Signature
/s/ David Mason, attorney-in-fact|2026-04-28