Shchegolev Oleg sold SEMR

April 28, 2026 · Form 4 insider transaction

Shchegolev Oleg sold 10,082,415 shares of Semrush Holdings Inc at $12.00 per share, a transaction worth $120.99M. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 0 days after the transaction.

Direction
Disposed (sell-side)
Shares
10,082,415
Price
$12.00
Total value
$120.99M
Role
SecurityClass B Common Stock
Transaction codeD: Disposition to the issuer
Transaction dateApril 28, 2026
Filing dateApril 28, 2026
Shares owned after0
OwnershipIndirect
10b5-1 planNo
AmendedNo

Footnotes

The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.; 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").; 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.; These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the reporting person's family. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

View the original Form 4 on SEC EDGAR