Form 4: SEMrush CMO Sells Shares After Option Exercise
Insider Transaction Report
SEMrush Chief Marketing Officer Andrew Warden exercised stock options and subsequently sold a significant portion of his Class A Common Stock.
Summary
- Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc. (SEMR), reported transactions on December 8, 2025.
- Warden exercised employee stock options to acquire 84,585 shares of Class A Common Stock at an exercise price of $9.78 per share.
- Immediately following the option exercise, Warden sold 196,115.11 shares of Class A Common Stock at a weighted average price of $11.84 per share, with prices ranging from $11.84 to $11.85.
- After these transactions, Warden directly beneficially owns 241,083.89 shares of Class A Common Stock, which includes restricted stock units (RSUs).
- Warden also holds 42,803 employee stock options, which were granted on April 21, 2023, and are subject to a vesting schedule.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. While insider selling can be viewed negatively, the transaction primarily represents the exercise of vested options, which is a common liquidity event for executives. The exercise price was significantly lower than the sale price, indicating a profitable transaction for the insider.
Positives
- The exercise of stock options by the Chief Marketing Officer indicates a belief in the underlying value of the company's stock at the exercise price of $9.78.
Negatives
- The sale of 196,115.11 shares, a substantial portion of the shares acquired through option exercise and existing holdings, could be perceived as a reduction in insider ownership and conviction.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders may view the insider sale as a signal, potentially leading to short-term price fluctuations, though such transactions are common for executive compensation and liquidity.
Key Dates
| Date | Description |
|---|---|
| 2023-04-01 | Start date for the 12-month anniversary vesting of 25% of the stock option. |
| 2023-04-21 | Date employee stock option was granted. |
| 2025-12-01 | Date as of which 84,585 shares underlying the stock option were vested and available for exercise. |
| 2025-12-08 | Date of stock option exercise and subsequent sale of Class A Common Stock. |
| 2025-12-10 | Date the Form 4 was signed by attorney-in-fact. |
| 2033-04-21 | Expiration date of the employee stock option. |
Keywords
SEMrush, SEMR, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Chief Marketing Officer, Andrew Warden, Beneficial Ownership
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