Form 4: SEMrush Director Dylan Pearce Receives Equity Grants

SEMrush Holdings, Inc. director Dylan Pearce was granted 50,943 restricted stock units as part of the company's non-employee director compensation policy.

Summary

• Dylan Pearce, a Director of SEMrush Holdings, Inc. (SEMR), reported two transactions on October 28, 2025.
• The transactions involved the acquisition of 32,981 Class A Common Stock shares and 17,962 Class A Common Stock shares, both as Restricted Stock Unit (RSU) awards.
• These RSUs were granted under the Issuer's Non-Employee Director Compensation Policy, with a transaction price of $0 per share.
• Following these transactions, Dylan Pearce beneficially owns a total of 58,463 shares of Class A Common Stock.
• The first RSU grant of 32,981 units will vest one-third on the earlier of October 28, 2026, or the date of the next annual meeting of stockholders, with the remaining two-thirds vesting in equal monthly installments over the subsequent two years.
• The second RSU grant of 17,962 units will vest in full upon the earlier of June 9, 2026, or the date of the next annual meeting of stockholders.
• All vesting is subject to Dylan Pearce's continued service relationship with SEMrush Holdings, Inc.

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to a director, which is a positive for aligning interests but does not indicate significant operational or financial news. It's a standard compensation disclosure.

Positives

• The grant of Restricted Stock Units (RSUs) aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• Equity compensation is a standard practice for non-employee directors, indicating a structured approach to governance and incentivization.

Future Outlook

The vesting schedules for the RSU awards extend into 2026 and beyond, indicating a long-term incentive structure for the director, contingent on continued service.

Industry Context

The granting of restricted stock units to non-employee directors is a common practice across publicly traded companies, particularly in the technology sector, to attract and retain qualified board members and align their long-term interests with company performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for non-employee director compensation is a widely adopted practice, comparable to compensation structures at companies like HubSpot (HUBS) or Salesforce (CRM), which also utilize equity grants to incentivize their board members.
• The vesting schedules, with a mix of immediate and multi-year vesting, are consistent with industry norms designed to promote long-term commitment and discourage short-term decision-making.

Corporate Governance

Related Party Transactions

• The RSU grants to Dylan Pearce, a director, represent a related party transaction as part of his compensation for service on the board.

Stakeholder Impact

• Shareholders: The equity grants align the director's financial interests with long-term shareholder value creation, as the value of the RSUs is tied to the company's stock performance.
• Employees: No direct impact mentioned, but a well-compensated and aligned board can contribute to overall company stability and strategic direction, indirectly benefiting employees.

Next Steps

• Continued service of Dylan Pearce as a Director of SEMrush Holdings, Inc.
• Vesting of the granted Restricted Stock Units according to the specified schedules on October 28, 2026, June 9, 2026, and subsequent monthly installments.

Key Dates

Keywords

SEMrush, SEMR, Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, RSU, Equity Grant, Corporate Governance