Form 4: SEMrush CMO Andrew Warden Reports Routine Stock Disposition for Tax Obligations

SEMrush Holdings, Inc.'s Chief Marketing Officer, Andrew Warden, reported a disposition of 5,220 shares of Class A Common Stock at $9.84 per share to cover tax withholding obligations related to the vesting of restricted stock units.

Summary

• Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc. (SEMR), filed a Form 4 reporting a transaction on June 1, 2025.
• The transaction involved the disposition of 5,220 shares of Class A Common Stock.
• These shares were withheld by the company to satisfy tax withholding obligations associated with the net issuance of shares from the vesting of restricted stock units (RSUs).
• The price per share for the disposition was $9.84, based on the closing price of the Company's Class A Common Stock on May 30, 2025.
• Following this transaction, Mr. Warden beneficially owns 377,779 shares of Class A Common Stock, a portion of which represents unvested RSUs.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine administrative transaction (tax withholding on RSU vesting) and does not reflect a discretionary sale or purchase by the insider, nor does it indicate any significant operational or financial news for the company.

Positives

• The transaction indicates the vesting of restricted stock units (RSUs) for the Chief Marketing Officer, which typically aligns with performance milestones and continued employment.

Negatives

• The disposition of shares, while for tax purposes, reduces the direct share count held by the insider.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The transaction represents shares of Class A Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Class A Common Stock delivered to the Reporting Person on June 1, 2025, from the vesting of restricted stock units ('RSUs').

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or competitive dynamics within the digital marketing or SaaS industry.

Related Party Transactions

• The transaction involves the company withholding shares from an executive (Andrew Warden, CMO) to cover tax obligations related to RSU vesting, which is a standard compensation-related dealing between an executive and the company.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine administrative transaction for tax purposes, not a discretionary sale by the insider.
• Employees: The vesting of RSUs for an executive reinforces the company's compensation structure and retention strategies.

Key Dates

Keywords

SEMrush Holdings, SEMR, Andrew Warden, Chief Marketing Officer, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Class A Common Stock, Beneficial Ownership