SEMrush (SEMR) CMO sells 41,249 shares in open-market trade

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Marketing Officer Andrew Warden sold 41,249 shares of Class A Common Stock in an open-market transaction at a weighted average price of $11.81 per share, with individual trades between $11.81 and $11.82.

After this sale, he directly holds 341,703.89 shares, and a portion of these holdings consists of restricted stock units that each convert into one share of Class A Common Stock upon vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Warden Andrew

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET, SUITE 2475

(Street)

BOSTON MA 02199

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEMrush Holdings, Inc. [ SEMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		S		41,249	D	$11.81(1)	341,703.89(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.81 to $11.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. A portion of these shares represent restricted stock unit ("RSU") awards under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

Remarks:

	/s/ David Mason, as attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SEMrush (SEMR) report for Andrew Warden?

Andrew Warden, SEMrush’s Chief Marketing Officer, sold 41,249 shares of Class A Common Stock. The sale was executed in the open market at a weighted average price of $11.81 per share, with individual trades occurring between $11.81 and $11.82.

How many SEMrush (SEMR) shares does Andrew Warden hold after the sale?

After the reported sale, Andrew Warden directly holds 341,703.89 shares of SEMrush Class A Common Stock. A portion of this position consists of restricted stock units, which each convert into one share of Class A Common Stock when they vest.

At what price did Andrew Warden sell SEMrush (SEMR) shares?

The reported sale used a weighted average price of $11.81 per share. According to the disclosure, the 41,249 shares were sold in multiple trades at prices ranging from $11.81 to $11.82 per share, all within a narrow one-cent band.

What type of transaction did SEMrush (SEMR) disclose for Andrew Warden?

The filing describes an open-market sale of Class A Common Stock by Andrew Warden. It is categorized with transaction code “S,” indicating a sale in open market or private transactions, and is reported as a non-derivative transaction in common equity.

Are restricted stock units (RSUs) involved in Andrew Warden’s SEMrush (SEMR) holdings?

Yes. The disclosure notes that a portion of Andrew Warden’s reported holdings represents restricted stock unit awards under SEMrush’s 2021 Stock Option and Incentive Plan. Each RSU entitles him to receive one share of Class A Common Stock upon vesting.