Form 4: SEMrush Director Sells Shares for Tax Obligations

Dmitry Melnikov, a director and 10% owner of SEMrush Holdings, Inc., sold 1,399 shares of Class A Common Stock to cover tax withholding obligations related to RSU vesting.

Summary

• Dmitry Melnikov, a Director and 10% Owner of SEMrush Holdings, Inc. (SEMR), reported a transaction involving the company's Class A Common Stock.
• On January 7, 2026, Mr. Melnikov disposed of 1,399 shares of Class A Common Stock at a price of $11.9 per share.
• This sale was not a discretionary trade but was necessary to meet tax withholding obligations resulting from the vesting of restricted stock units (RSUs) on January 1, 2026.
• Following this transaction, Mr. Melnikov directly beneficially owns 1,879,812 shares of Class A Common Stock, a portion of which represents RSUs.
• Additionally, Mr. Melnikov indirectly beneficially owns 8,998,437 shares through The Melnikov Family GRAT Remainder Trust, 5,924,595 shares through Min Choron LLC, 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: 5

Explanation: The filing is neutral. It reports a routine, non-discretionary sale of shares by an insider for tax purposes, which is a common occurrence with RSU vesting and does not reflect a change in management's outlook or company performance.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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 on January 1, 2026.
• The sale does not represent a discretionary trade by the Reporting Person.

Industry Context

This Form 4 filing, detailing an insider's routine tax-related stock sale, does not provide specific insights into broader industry trends or competitive landscape for SEMrush Holdings, Inc.

Stakeholder Impact

• Shareholders: Minimal impact, as the sale is non-discretionary and for tax purposes, not indicative of a change in the insider's confidence in the company.

Key Dates

Keywords

SEMrush, SEMR, Dmitry Melnikov, Insider Transaction, Form 4, Stock Sale, Tax Withholding, RSU Vesting, Beneficial Ownership