Levin Eugenie 4

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.