Form 4: SEMrush CFO Mulroy Reports Tax-Related Stock Disposition

SEMrush Holdings, Inc. Chief Financial Officer Brian Mulroy reported the disposition of 4,080 Class A Common Stock shares to cover tax obligations related to RSU vesting.

Summary

• Brian Mulroy, Chief Financial Officer of SEMrush Holdings, Inc., reported a transaction on October 10, 2025.
• The transaction involved the disposition of 4,080 shares of Class A Common Stock.
• These shares were withheld by SEMrush Holdings, Inc. to satisfy tax withholding obligations.
• The withholding was in connection with the net issuance of shares resulting from the vesting of restricted stock units (RSUs).
• The price per share for the disposition was $7.06, based on the closing price of the Company's Class A Common Stock on October 10, 2025.
• Following this transaction, Mulroy beneficially owns 890,247 shares of Class A Common Stock directly, a portion of which are RSUs.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary disposition of shares by the CFO to cover tax obligations related to RSU vesting, which is a standard event and does not indicate a change in company fundamentals or management's view.

Positives

• CFO Brian Mulroy's restricted stock units (RSUs) vested, indicating continued long-term incentive alignment with the company.

Negatives

• No direct negative implications for the company's operations or financial health are indicated by this routine tax-related transaction.

Risks

• NA

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance.

Management Comments

• NA

Industry Context

This Form 4 filing reports a routine insider transaction for tax purposes and does not provide information directly related to broader industry trends or competitor analysis.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The disposition of shares was a standard withholding by the company to satisfy the reporting person's tax obligations related to RSU vesting.

Stakeholder Impact

• Shareholders: This is a routine, non-discretionary transaction with minimal impact on overall share structure or valuation.
• Employees: No direct impact on the broader employee base beyond the reporting person's compensation event.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by the Chief Financial Officer to cover tax liabilities associated with the vesting of restricted stock units. Such transactions are common for executives receiving equity compensation and do not reflect a discretionary sale or a change in the company's fundamental outlook. Therefore, it provides no new information that would warrant a change in an existing investment thesis, suggesting a 'hold' recommendation.

Keywords

SEMrush, SEMR, Brian Mulroy, CFO, Form 4, insider transaction, stock disposition, RSU vesting, tax withholding, beneficial ownership