Form 4: SEMrush CMO Andrew Warden Reports Stock Transactions

SEMrush Chief Marketing Officer Andrew Warden reported the grant of restricted stock units and subsequent sale of shares for tax withholding purposes.

Summary

• Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc., reported changes in his beneficial ownership of Class A Common Stock.
• On December 15, 2025, Warden was granted 168,634 Restricted Stock Units (RSUs) under the Issuer's 2021 Stock Option and Incentive Plan, with a transaction price of $0.
• These RSUs will vest over three years, with one-third vesting on December 15, 2026, and the remainder in equal quarterly installments over the subsequent 24 months.
• On the same date, December 15, 2025, Warden disposed of 26,765 shares of Class A Common Stock at a price of $11.86 per share.
• This disposition was to satisfy tax withholding obligations related to the net issuance of shares from the vesting of RSUs.
• Following these transactions, Warden's beneficial ownership stands at 382,952.89 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving an RSU grant and a subsequent tax-related sale. This is a standard compensation event and does not inherently indicate positive or negative sentiment regarding the company's performance or outlook.

Positives

• The grant of 168,634 Restricted Stock Units (RSUs) indicates continued long-term incentive and alignment of management interests with shareholder value.
• The RSUs vest over a three-year period, promoting retention and sustained performance from the Chief Marketing Officer.

Negatives

• The disposition of 26,765 shares, while for tax purposes, reduces the direct beneficial ownership of the Chief Marketing Officer.

Risks

• The value of the RSU grant is subject to the future market price of SEMrush Class A Common Stock.
• Vesting of RSUs is contingent on continued employment with SEMrush Holdings, Inc.

Future Outlook

The granted Restricted Stock Units (RSUs) are scheduled to vest over a three-year period, with the first one-third vesting on December 15, 2026, and the remainder in equal quarterly installments over the subsequent 24 months, indicating a future compensation structure tied to long-term performance.

Industry Context

This filing is a routine insider transaction report and does not provide specific details on broader industry trends or competitive landscape. It reflects standard executive compensation practices within the technology or software industry, where equity grants like RSUs are common for aligning management incentives.

Stakeholder Impact

• Shareholders: The RSU grant aligns the Chief Marketing Officer's interests with long-term shareholder value. The tax-related sale is a routine event and has minimal impact.
• Employees: Reflects standard equity compensation practices for key executives.

Next Steps

• The granted Restricted Stock Units will begin vesting on December 15, 2026, with subsequent quarterly vesting installments over the following 24 months.

Key Dates

Keywords

SEMrush, SEMR, Andrew Warden, Form 4, Restricted Stock Units, RSU, Insider Transaction, Beneficial Ownership, Chief Marketing Officer, Stock Grant, Tax Withholding