William R. Wagner - 28 Apr 2026 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
28 Apr 2026, 20:40:38 UTC
Prior SEC filing
29 Dec 2025
Next SEC filing
04 May 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ David Mason, attorney-in-fact

Key filing fact

William R. Wagner filed Form 4 for SEMrush Holdings, Inc. (SEMR) on 28 Apr 2026.

Key facts

  • This page summarizes William R. Wagner's Form 4 filing for SEMrush Holdings, Inc. (SEMR).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 28 Apr 2026, 20:40.

Change

  • Previous filing in this sequence was filed on 29 Dec 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001369322 Primary reporting owner

Wagner William Raymond

Relationship
Chief Executive Officer, Director
Address
C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON
Signature
/s/ David Mason, attorney-in-fact
Signature date
28 Apr 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SEMR transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-1,630,097
Change %
-100%
Price
$12.00*
Shares after
0
Date
28 Apr 2026
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

William R. Wagner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and RSU represents a right to receive one share of the Issuer's common stock ("Common Stock") upon vesting.

Footnote 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.

Footnote 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").

Footnote 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", and such quotient, the "Equity Award Conversion Ratio").

Footnote F5

At the Effective Time, each restricted stock award was converted into a restricted stock award of Parent in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the restricted stock award by the Equity Award Conversion Ratio.

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