Form 4: SEMrush CMO Andrew Warden Reports Tax-Related Stock Disposition

SEMrush Chief Marketing Officer Andrew Warden reported a disposition of 5,220 Class A Common Stock shares at $11.83 each to cover tax obligations from restricted stock unit vesting.

Summary

• Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc. (SEMR), reported a transaction involving Class A Common Stock.
• The transaction, dated December 1, 2025, involved the disposition of 5,220 shares.
• These shares were withheld by the company to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs).
• The price per share for the disposition was $11.83.
• Following this transaction, Andrew Warden beneficially owns 352,614 shares of Class A Common Stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale of equity securities.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary insider transaction (tax withholding due to RSU vesting) that was pre-planned under a Rule 10b5-1 plan. This type of event is generally neutral in sentiment as it reflects standard compensation practices rather than a discretionary investment decision.

Positives

• The underlying event for the transaction is the vesting of restricted stock units (RSUs), which represents a positive compensation event for the Chief Marketing Officer.

Future Outlook

The filing details a pre-planned future transaction by the Chief Marketing Officer, Andrew Warden, scheduled for December 1, 2025, under a Rule 10b5-1 plan. This indicates a routine, non-discretionary event related to compensation.

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or competitive landscape. It reflects standard executive compensation practices involving restricted stock units and associated tax obligations.

Comparison to Industry Standards

• The use of Rule 10b5-1 plans for pre-planned insider transactions, such as tax-related dispositions from RSU vesting, is a common and accepted practice across publicly traded companies, aligning with corporate governance best practices to mitigate concerns about opportunistic insider trading.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction related to executive compensation and tax obligations, not indicative of a change in management's view of the company's prospects.
• Employees: Reflects standard executive compensation practices, which may be part of broader employee incentive programs.

Key Dates

Keywords

SEMrush, SEMR, Andrew Warden, Form 4, Insider Transaction, Stock Disposition, RSU Vesting, Tax Withholding, Chief Marketing Officer, Rule 10b5-1 Plan