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

Director Dmitry Melnikov reports the disposal of all Semrush Holdings equity holdings following the company's acquisition by Adobe Inc.

Summary

• Semrush Holdings, Inc. has completed a merger with Adobe Inc. as of April 28, 2026.
• Under the terms of the merger agreement, all outstanding shares of Semrush common stock were converted into the right to receive $12.00 per share in cash.
• Reporting person Dmitry Melnikov disposed of his entire direct and indirect beneficial ownership in the company, totaling millions of shares across various trusts and entities.
• Outstanding stock options and restricted stock units (RSUs) were either cashed out at the merger price or converted into Adobe equity awards based on the merger consideration.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing confirming the completion of a previously announced acquisition.

Positives

• Shareholders received a definitive cash consideration of $12.00 per share.
• Successful completion of the merger transaction with Adobe Inc.

Negatives

• The company is no longer an independent publicly traded entity.
• Equity holders no longer retain ownership in the underlying business.

Risks

• The company has ceased to exist as a standalone public entity, eliminating future growth potential for independent shareholders.

Future Outlook

The company has been acquired by Adobe Inc. and will operate as a wholly owned subsidiary; no further independent financial guidance will be provided.

Management Comments

• The filing confirms the execution of the merger agreement dated November 18, 2025, resulting in the conversion of all equity to cash.

Industry Context

StockSavvy.ai notes that this acquisition represents a significant consolidation in the marketing technology and SEO software space, with Adobe absorbing a key player to bolster its digital experience cloud offerings.

Comparison to Industry Standards

• The $12.00 per share cash-out represents the final valuation for Semrush shareholders, consistent with standard M&A exit procedures for public software companies.

Corporate Governance

Related Party Transactions

• The reporting person held interests through various trusts including The Melnikov Family GRAT Remainder Trust, Min Choron LLC, and other Grantor Retained Annuity Trusts.

Stakeholder Impact

• Shareholders receive cash for their holdings.
• Employees and customers transition to Adobe's corporate structure.

Next Steps

• Delisting of Semrush Holdings, Inc. from public exchanges.
• Finalization of cash distributions to former shareholders.

Key Dates

Keywords

Semrush, Adobe, Merger, Acquisition, Form 4, Dmitry Melnikov, Cash-out