Form 4: SEMrush CEO Wagner Sells Shares for Tax Obligations

SEMrush Holdings, Inc. CEO William Raymond Wagner disposed of 224,220 shares of Class A Common Stock to cover tax obligations related to a restricted stock award.

Summary

• William Raymond Wagner, CEO and Director of SEMrush Holdings, Inc. (SEMR), reported a transaction on December 26, 2025.
• The transaction involved the disposition of 224,220 shares of Class A Common Stock.
• These shares were withheld by the company to satisfy tax obligations arising from Wagner's Section 83(b) election on a restricted stock award.
• The restricted stock award was granted under the Issuer's 2021 Stock Option and Incentive Plan on December 15, 2025.
• The price used for the tax withholding was $11.86 per share, based on the closing price on the grant date.
• Following this transaction, Wagner beneficially owns 1,630,097 shares of Class A Common Stock.
• A portion of these beneficially owned shares includes Restricted Stock Units (RSUs) and restricted stock, which will convert to Class A Common Stock upon vesting.

Sentiment

Score: 6

Explanation: The transaction is neutral to slightly positive. While shares were disposed of, it was for tax purposes related to compensation, not a discretionary sale. The CEO still holds a substantial number of shares, indicating continued alignment with company performance.

Positives

• The transaction is a non-discretionary tax withholding event, not a voluntary sale by the executive.
• The CEO still holds a significant number of shares (1,630,097), indicating continued alignment with shareholder interests.
• The underlying event is the vesting of a restricted stock award, which is a form of executive compensation.

Negatives

• A disposition of 224,220 shares, even for tax purposes, reduces the CEO's direct ownership.

Future Outlook

NA

Industry Context

This is a routine insider transaction related to executive compensation and tax obligations, common across publicly traded companies when restricted stock awards vest. It does not reflect a change in the company's operational performance or strategic direction within the software or digital marketing industry.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a non-discretionary tax event. The CEO's continued significant holding aligns interests.
• Employees: No direct impact.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary tax withholding event related to executive compensation. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The CEO continues to hold a substantial stake, which is a positive for long-term alignment. Therefore, a 'hold' recommendation is appropriate, pending further operational or financial updates.

Keywords

SEMrush Holdings, SEMR, William Raymond Wagner, Form 4, Insider Transaction, Stock Award, Tax Withholding, CEO, Director, Restricted Stock, Equity Compensation