Form 4: SEMrush Director Melnikov Transfers Shares Between Family Trusts

Dmitry Melnikov, a director and 10% owner of SEMrush Holdings, Inc., reported the transfer of 314,778 Class A Common Stock shares between family grantor retained annuity trusts.

Summary

• Dmitry Melnikov, a Director and 10% Owner of SEMrush Holdings, Inc., reported changes in beneficial ownership of Class A Common Stock.
• On December 15, 2025, 314,778 shares were distributed from The Dmitry Melnikov Grantor Retained Annuity Trust Three (GRAT Three) to The Melnikov Family GRAT Remainder Trust.
• This transfer occurred following the final annuity payment out of GRAT Three and was reported with a transaction price of $0.
• Additionally, 599,255 shares of Class A Common Stock were distributed from GRAT Three directly to Dmitry Melnikov on December 15, 2025, as an annuity payment, which was exempt under Rule 16a-13.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned transfer of shares between family trusts by a director and 10% owner. It is a neutral event for the company's operational or financial performance, reflecting personal estate planning rather than a market-driven transaction.

Positives

• The transaction represents a planned distribution from a Grantor Retained Annuity Trust (GRAT), indicating structured wealth transfer and estate planning.
• The use of a Rule 10b5-1(c) plan demonstrates pre-arranged, non-discretionary transactions, which can reduce concerns about insider trading.

Negatives

• No direct negatives are apparent from this specific trust transfer, as it is a non-market transaction for estate planning purposes.

Risks

• The document itself does not detail specific business risks for SEMrush, but rather reports an insider transaction. The disclaimers of beneficial ownership are standard for such trust structures.

Future Outlook

NA

Industry Context

This filing is a routine insider transaction report and does not provide information relevant to broader industry trends for the software or digital marketing sector. It reflects an individual's estate planning.

Related Party Transactions

• The filing details the transfer of Class A Common Stock between various trusts established for the benefit of Dmitry Melnikov and his family members, including The Dmitry Melnikov Grantor Retained Annuity Trust Three, The Melnikov Family GRAT Remainder Trust, Min Choron LLC (wholly owned by The Melnikov Family Dynasty Trust), The Dmitry Melnikov Grantor Retained Annuity Trust Four, and The Dmitry Melnikov Grantor Retained Annuity Trust Five. These are considered related party transactions as they involve entities controlled by or for the benefit of a director and 10% owner.

Stakeholder Impact

• Shareholders: The transfer of shares between trusts does not directly impact the company's operations, financial health, or the total outstanding shares. It primarily affects the beneficial ownership structure of a significant insider. The $0 price indicates no market sale, thus no direct dilution or market pressure from this specific transaction.

Key Dates

Recommendation

This Form 4 reports a pre-planned, non-market transfer of shares between family trusts by a director and 10% owner. Such transactions are part of personal estate planning and do not reflect on the operational performance or fundamental value of SEMrush. Therefore, it provides no new information that would warrant a change in investment recommendation; a 'hold' stance is appropriate based solely on this filing.

Keywords

SEMrush, SEMR, Dmitry Melnikov, Form 4, Insider Transaction, Beneficial Ownership, Grantor Retained Annuity Trust, GRAT, Trust Transfer, Class A Common Stock, Rule 10b5-1