Form 4: SEMrush CEO William Wagner Reports Routine Tax-Related Stock Disposition Following RSU Vesting

SEMrush Holdings, Inc. CEO William Raymond Wagner reported the disposition of 3,726 shares of Class A Common Stock on June 5, 2025, to cover tax withholding obligations related to RSU vesting, retaining beneficial ownership of 1,080,735 shares.

Summary

• William Raymond Wagner, the Chief Executive Officer and a Director of SEMrush Holdings, Inc. (SEMR), reported a transaction on June 5, 2025.
• The transaction involved the disposition of 3,726 shares of Class A Common Stock.
• These shares were withheld by SEMrush Holdings, Inc. to satisfy tax withholding obligations incurred by Mr. Wagner.
• The tax obligations arose from the net issuance of shares due to the vesting of Restricted Stock Units (RSUs).
• The price per share for the withholding was $10.11, based on the closing price of the company's Class A Common Stock on June 5, 2025.
• Following this transaction, Mr. Wagner beneficially owns 1,080,735 shares of Class A Common Stock.
• A portion of the beneficially owned shares are Restricted Stock Units (RSUs), where each RSU represents a right to receive one share of Class A Common Stock upon vesting.

Sentiment

Score: 7

Explanation: The transaction reflects the vesting of Restricted Stock Units (RSUs) for the CEO, a positive event for executive compensation, with the disposition being a non-discretionary tax withholding rather than a voluntary sale.

Positives

• The transaction reflects the vesting of Restricted Stock Units (RSUs) for the CEO, indicating the realization of equity-based compensation.
• The disposition of shares was a non-discretionary tax withholding, not a voluntary sale initiated by the executive, which is a routine part of equity compensation plans.

Negatives

• The disposition of shares, while for tax purposes, results in a reduction of the CEO's direct shareholding in the company.

Future Outlook

NA

Industry Context

This Form 4 filing details a routine insider transaction for tax purposes, which is common across all publicly traded companies when executive compensation includes equity awards like Restricted Stock Units (RSUs). It does not provide specific insights into broader industry trends for the software or digital marketing sectors.

Comparison to Industry Standards

• The disposition of shares to satisfy tax withholding obligations upon RSU vesting is a standard practice for executive compensation in publicly traded companies across various industries, including technology and software.
• This type of transaction is a common mechanism for executives to cover tax liabilities on vested equity awards, aligning with practices observed at companies like Adobe (ADBE), Salesforce (CRM), or HubSpot (HUBS) when their executives' equity compensation vests.

Stakeholder Impact

• Shareholders: The transaction is a routine part of executive compensation and tax compliance, with minimal direct impact on the company's operations or share price. It signals the ongoing realization of executive equity compensation.
• Employees: No direct impact on general employees.

Key Dates

Recommendation

Keywords

SEMrush, SEMR, Form 4, insider transaction, stock disposition, RSU vesting, executive compensation, William Wagner