Warden Andrew 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Semrush (SEMR) CMO Andrew Warden Cashes Out Shares
What Happened
Andrew Warden, Chief Marketing Officer of Semrush Holdings, disposed of company equity on April 28, 2026 in connection with Semrush’s merger into Adobe. The filing shows a cash payment of $12.00 per share for 338,902.89 common shares, totaling $4,066,835. Several additional equity items recorded as dispositions (derivative entries) relate to restricted stock units (RSUs) and/or options that were either cashed out or converted under the merger terms; those derivative entries show no per-share price or cash value in the Form 4.
Key Details
- Transaction date: April 28, 2026 (Disposition to issuer, code D).
- Cash proceeds reported: 338,902.89 common shares × $12.00 = $4,066,835.
- Other reported dispositions: 113,732; 63,694; and 42,803 units shown as derivative dispositions (no dollar amounts reported on Form 4).
- Why this happened: Per the Merger Agreement, each Semrush share converted into the right to receive $12.00 in cash; RSUs and options were either cashed out or converted into Adobe RSU awards depending on award type (see footnotes F1–F5).
- Shares owned after the transaction: not specified in the provided summary of the filing.
- Filing timeliness: Reported on April 28, 2026 (the same date as the transaction/merger effective date), indicating a timely Form 4 filing.
Context
- This was a merger-related cashout (disposition to issuer), not an open-market sale or a purchase. The $12.00 per-share payment reflects the merger consideration paid to Semrush shareholders at the effective time.
- Derivative entries reflect treatment of RSUs/options under the deal: some awards were cancelled and cashed out, others were converted into restricted stock units of Adobe based on specified formulas. The Form 4 lists those derivative disposals without individual cash values because conversion/cash-out treatment varies by award.
Insider Transaction Report
Form 4Exit
Warden Andrew
Chief Marketing Officer
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−338,902.89$4,066,835→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−113,732→ 0 totalExercise: $23.83Exp: 2031-10-01→ Class A Common Stock (113,732 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−63,694→ 0 totalExercise: $11.96Exp: 2032-04-01→ Class A Common Stock (63,694 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−42,803→ 0 totalExercise: $9.78Exp: 2033-04-21→ Class A Common Stock (42,803 underlying)
Footnotes (5)
- [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.
Signature
/s/ David Mason, attorney-in-fact|2026-04-28