Form 4: Semrush Holdings Acquired by Adobe for $12 Per Share

Semrush Holdings, Inc. has completed its merger with Adobe Inc., resulting in the cancellation of outstanding equity and a cash-out for the Chief Legal Officer.

Summary

• Semrush Holdings, Inc. was acquired by Adobe Inc. via a merger with Fenway Merger Sub, Inc. on April 28, 2026.
• The transaction resulted in the conversion of Semrush Class A Common Stock into the right to receive $12.00 per share in cash.
• David Mason, Chief Legal Officer, disposed of 271,248 shares of common stock as part of the merger consideration.
• Outstanding stock options with an exercise price of $11.91 were cancelled and cashed out based on the $12.00 merger price.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it represents the expected conclusion of a previously announced acquisition rather than new operational performance data.

Positives

• Shareholders received a definitive cash consideration of $12.00 per share.
• Successful completion of the merger agreement dated November 18, 2025.

Negatives

• The company is no longer an independent publicly traded entity.
• Options with exercise prices equal to or greater than the merger consideration were cancelled for no consideration.

Risks

• Integration risks associated with becoming a wholly owned subsidiary of Adobe Inc.
• Potential loss of independent operational autonomy post-acquisition.

Future Outlook

Semrush Holdings, Inc. now operates as a wholly owned subsidiary of Adobe Inc., with future operations integrated into the parent company's structure.

Management Comments

• The filing confirms the execution of the merger agreement and the subsequent conversion of equity interests.

Industry Context

StockSavvy.ai notes that this acquisition represents a significant consolidation in the marketing technology and SEO software space, as Adobe continues to expand its digital experience and content management ecosystem.

Comparison to Industry Standards

• The $12.00 per share cash-out represents the final valuation for public shareholders following the definitive merger agreement.
• The treatment of RSUs and options follows standard M&A protocols for cash-out and conversion to parent company equity.

Corporate Governance

Stakeholder Impact

• Shareholders receive cash consideration for their holdings.
• Employees and management transition to Adobe Inc. oversight.

Next Steps

• Delisting of Semrush Holdings, Inc. from public exchanges.
• Integration of Semrush operations into Adobe Inc.

Key Dates

Keywords

Semrush, Adobe, Merger, Acquisition, SEMR, Form 4, Insider Transaction