Form 4: SEMrush CLO Disposes Shares for Tax Obligations

SEMrush Holdings' Chief Legal Officer, David W. Mason, reported the disposition of 2,486 Class A Common Stock shares to cover tax withholding from RSU vesting.

Summary

• David W. Mason, Chief Legal Officer of SEMrush Holdings, Inc., reported a transaction on September 1, 2025.
• The transaction involved the disposition of 2,486 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 from the vesting of restricted stock units (RSUs) delivered to Mr. Mason.
• The price used for the withholding was $7.9 per share, based on the closing price of the company's Class A Common Stock on August 29, 2025.
• Following this transaction, Mr. Mason beneficially owns 257,465 shares of Class A Common Stock, a portion of which represents RSUs.

Sentiment

Score: 5

Explanation: Neutral. This is a routine, legally mandated disclosure of an insider transaction for tax purposes related to RSU vesting. It does not indicate any significant positive or negative operational or financial news for the company.

Positives

• The vesting of Restricted Stock Units (RSUs) for David W. Mason indicates a compensation event, which is generally positive for the employee.

Negatives

• The disposition of 2,486 shares, even for tax purposes, reduces the direct shareholding of the Chief Legal Officer.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The disposition of shares to the issuer (SEMrush Holdings, Inc.) by an officer (David W. Mason) to satisfy tax withholding obligations related to equity compensation is a related party transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax-related transaction. It provides transparency regarding insider holdings.
• Employees: Reinforces the company's equity compensation structure for executives.

Key Dates

Recommendation

This Form 4 filing details a standard, non-discretionary transaction where an executive disposes of shares to cover tax liabilities arising from the vesting of restricted stock units. Such transactions are common and do not reflect a change in the executive's investment conviction or the company's fundamental performance. Therefore, it provides no new information that would alter a 'hold' recommendation based on broader company fundamentals.

Keywords

SEMrush Holdings, SEMR, Form 4, Insider Transaction, David W. Mason, Chief Legal Officer, Restricted Stock Units, RSU Vesting, Tax Withholding, Equity Compensation