Form 4: SEMrush Director Dmitry Melnikov Reports Acquisition of 17,962 Class A Common Stock RSUs and Significant Trust Holdings

SEMrush Holdings, Inc. Director and 10% Owner Dmitry Melnikov reported the acquisition of 17,962 shares of Class A Common Stock through a restricted stock unit grant, alongside significant indirect holdings via various family trusts.

Summary

• Dmitry Melnikov, a Director and 10% Owner of SEMrush Holdings, Inc. (SEMR), acquired 17,962 shares of Class A Common Stock on June 9, 2025.
• This acquisition was a grant of restricted stock units (RSUs) under the Issuer's Non-Employee Director Compensation Policy, with a transaction price of $0.
• The RSUs are set to vest in full upon the earlier of June 9, 2026, or the date of the Issuer's next annual meeting of stockholders, contingent on Mr. Melnikov's continued service relationship with the Issuer.
• Following this transaction, Mr. Melnikov directly beneficially owns 1,284,770 shares of Class A Common Stock.
• He also holds significant indirect beneficial ownership through various trusts and an LLC, including 8,683,659 shares via The Melnikov Family GRAT Remainder Trust, 5,924,595 shares via Min Choron LLC, 914,033 shares via The Dmitry Melnikov Grantor Retained Annuity Trust Three, 734,437 shares via The Dmitry Melnikov Grantor Retained Annuity Trust Four, and 1,343,131 shares via The Dmitry Melnikov Grantor Retained Annuity Trust Five.
• A transfer of 1,343,131 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust Five occurred on May 15, 2025, for no consideration, which was exempt from Section 16 pursuant to Rule 16a-13.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive event as it aligns the director's interests with shareholders and is a standard form of equity compensation. It indicates continued commitment and incentivization.

Positives

• The grant of 17,962 restricted stock units to a director aligns management's interests with shareholders, incentivizing long-term performance.
• The RSU grant is part of the company's established Non-Employee Director Compensation Policy, indicating a structured and transparent approach to executive incentives.

Future Outlook

NA

Industry Context

This Form 4 filing is a standard disclosure of an insider equity transaction and does not provide broader industry context or trends for the software or digital marketing industry in which SEMrush operates.

Corporate Governance

Related Party Transactions

• Dmitry Melnikov transferred 1,343,131 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust Five on May 15, 2025, for no consideration. This is a related party transaction involving a trust for the benefit of the reporting person and his family members.

Stakeholder Impact

• Shareholders: The RSU grant aligns the interests of a significant director and 10% owner with those of other shareholders, potentially encouraging long-term value creation. The transfer of shares to various family trusts indicates long-term planning for wealth management by a major shareholder.

Next Steps

• The 17,962 RSUs are expected to vest in full upon the earlier of June 9, 2026, or the date of SEMrush's next annual meeting of stockholders, subject to Dmitry Melnikov's continued service.

Key Dates

Keywords

SEMrush Holdings Inc., SEMR, Dmitry Melnikov, Form 4, SEC Filing, Insider Trading, Restricted Stock Units, RSU Grant, Beneficial Ownership, Director Compensation, Equity Compensation, Trusts, Stock Ownership