Form 4: SEMrush President Levin Granted 252,951 RSUs

SEMrush Holdings, Inc. President Eugenie Levin received a grant of 252,951 restricted stock units and had 38,769 shares withheld for tax obligations.

Summary

• Eugenie Levin, President of SEMrush Holdings, Inc., was granted 252,951 restricted stock units (RSUs) on December 15, 2025, under the company's 2021 Stock Option and Incentive Plan.
• Each RSU represents the right to receive one share of Class A Common Stock upon vesting.
• The RSUs will vest over three years, with one-third vesting on December 15, 2026, and the remainder in equal quarterly installments over the subsequent 24 months.
• On the same date, 38,769 shares of Class A Common Stock were withheld by SEMrush to cover tax withholding obligations related to the net issuance of previously vested RSUs.
• The shares withheld for tax purposes were valued at $11.86 per share, based on the closing price of the company's Class A Common Stock on December 15, 2025.
• Following these transactions, Eugenie Levin beneficially owns 984,961 shares of Class A Common Stock, a portion of which are RSUs.

Sentiment

Score: 5

Explanation: The filing reports standard executive compensation activities (RSU grant and tax withholding) which are neutral in terms of immediate positive or negative sentiment, reflecting routine corporate operations.

Positives

• The grant of 252,951 restricted stock units (RSUs) to President Eugenie Levin aligns executive incentives with long-term shareholder value.
• The RSU grant demonstrates ongoing commitment to executive compensation and retention of key leadership.

Negatives

• 38,769 shares of Class A Common Stock were disposed of to cover tax withholding obligations, representing a reduction in direct share ownership.

Future Outlook

The granted restricted stock units (RSUs) will vest over a three-year period, with one-third vesting on December 15, 2026, and the remainder in equal quarterly installments over the subsequent 24 months, indicating a future compensation schedule for the President.

Industry Context

This filing reflects a standard executive compensation practice within the technology and software industry, where restricted stock units are commonly used to incentivize and retain key personnel by aligning their interests with long-term company performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for executive compensation is a common practice across the technology sector, similar to companies like Adobe, Salesforce, and Microsoft, which frequently grant RSUs to their executives to align long-term incentives.
• The vesting schedule of three years, with an initial cliff and subsequent quarterly installments, is typical for RSU grants in the industry, comparable to structures seen at companies like HubSpot or Zoom.
• The withholding of shares to cover tax obligations upon RSU vesting is a standard, non-discretionary event for equity compensation, consistent with practices observed at virtually all publicly traded companies offering equity awards.

Stakeholder Impact

• Shareholders: The RSU grant aligns the President's long-term interests with shareholder value, potentially fostering sustained performance. The dilution from RSU grants is a standard part of equity compensation plans.
• Employees: Reflects the company's approach to executive compensation, which can influence broader compensation strategies and morale.

Next Steps

• Vesting of one-third of the granted RSUs on December 15, 2026.
• Subsequent quarterly vesting of the remaining RSUs over the 24-month period following December 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation (RSU grant and tax withholding) and does not contain information that would fundamentally alter the investment thesis for SEMrush. It's a standard disclosure of insider activity, not indicative of significant operational or financial changes that would warrant a 'buy' or 'sell' recommendation based solely on this filing. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

SEMrush Holdings, SEMR, Eugenie Levin, Restricted Stock Units, RSU, Stock Grant, Executive Compensation, Insider Transaction, Form 4, Class A Common Stock, Tax Withholding