Form 4: SEMrush Director Dmitry Melnikov Sells Shares for Tax Obligations Following RSU Vesting

Dmitry Melnikov, a Director and 10% Owner of SEMrush Holdings, Inc., sold 1,406 shares of Class A Common Stock at a weighted average price of $8.84 to cover tax withholding obligations from restricted stock unit vesting.

Summary

• Dmitry Melnikov, a Director and 10% Owner of SEMrush Holdings, Inc. (SEMR), reported a sale of 1,406 shares of Class A Common Stock.
• The transaction occurred on July 2, 2025, at a weighted average price of $8.84 per share, with individual sales ranging from $8.83 to $8.93.
• This sale was explicitly stated as non-discretionary, executed solely to satisfy tax withholding obligations arising from the vesting of restricted stock units (RSUs) on July 1, 2025.
• Following the transaction, Dmitry Melnikov directly beneficially owns 1,283,364 shares of Class A Common Stock, which includes RSUs.
• Additionally, he indirectly beneficially owns 8,683,659 shares through The Melnikov Family GRAT Remainder Trust, 5,924,595 shares through Min Choron LLC, 914,033 shares through The Dmitry Melnikov Grantor Retained Annuity Trust Three, 734,437 shares through The Dmitry Melnikov Grantor Retained Annuity Trust Four, and 1,343,131 shares through The Dmitry Melnikov Grantor Retained Annuity Trust Five.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it involves a sale of shares by an insider, the explicit statement that it was non-discretionary and solely for tax withholding obligations related to RSU vesting mitigates any negative interpretation typically associated with insider selling. This is a routine compliance event.

Positives

• The sale was non-discretionary, solely for tax withholding obligations related to RSU vesting, indicating it was not a reflection of a change in the reporting person's investment sentiment.

Negatives

• A reduction of 1,406 shares in direct beneficial ownership by a director and 10% owner.

Future Outlook

No future outlook or guidance is provided in this insider transaction report.

Management Comments

• "The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ('RSUs') on July 1, 2025. The sale does not represent a discretionary trade by the Reporting Person."

Industry Context

This filing is a company-specific insider transaction report and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but the non-discretionary nature of the sale for tax purposes suggests no change in management's confidence in the company.

Key Dates

Recommendation

Keywords

SEMrush, SEMR, Form 4, insider transaction, stock sale, RSU vesting, tax withholding, Dmitry Melnikov, beneficial ownership, Class A Common Stock