SEMrush Holdings (SEMR) insider reports RSU award, tax withholding and share sale

Rhea-AI Filing Summary

SEMrush Holdings' chief financial officer reported several equity transactions in Class A Common Stock. On December 15, 2025, the officer received 337,268 restricted stock units ("RSUs") under the 2021 Stock Option and Incentive Plan at $0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, which occurs over three years, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

Also on December 15, 98,941 Class A shares were withheld by the company at $11.86 per share to satisfy tax withholding obligations tied to RSU vesting. On December 16, 2025, the officer sold 100,078 Class A shares at a weighted average price of $11.86, in multiple transactions at prices ranging from $11.86 to $11.88. After these transactions, the officer beneficially owned 1,019,517 Class A shares, a portion of which represent RSUs.

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

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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^*

Mulroy Brian

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		A		337,268(1)	A	$0	1,218,536(2)	D
Class A Common Stock	12/15/2025		F		98,941(3)	D	$11.86	1,119,595(2)	D
Class A Common Stock	12/16/2025		S		100,078	D	$11.86(4)	1,019,517(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. Consists of a grant of a restricted stock unit ("RSU") award 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. The RSUs shall vest over a period of three years, with one-third vesting on December 15, 2026, and then in equal quarterly installments over the 24-month period thereafter.

2. A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

3. Represents shares of Class A Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Class A Common Stock delivered to the Reporting Person on December 15, 2025, from the vesting of RSUs. The number of shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Class A Common Stock on December 15, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.86 to $11.88, 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 (4) to this Form 4.

Remarks:

	/s/ David Mason, as attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SEMrush (SEMR) report for its CFO in December 2025?

The filing shows that SEMrush's chief financial officer received a grant of 337,268 RSUs on December 15, 2025, had 98,941 Class A shares withheld to satisfy tax obligations related to RSU vesting at $11.86 per share, and on December 16, 2025 sold 100,078 Class A shares at a weighted average price of $11.86.

How many RSUs did the SEMrush (SEMR) CFO receive and what is the vesting schedule?

The CFO received 337,268 restricted stock units ("RSUs") under SEMrush's 2021 Stock Option and Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock upon vesting. The award vests over three years, with one-third vesting on December 15, 2026, and the remaining two-thirds vesting in equal quarterly installments over the next 24 months.

How many SEMrush (SEMR) Class A shares does the CFO own after these transactions?

Following the reported transactions, the chief financial officer beneficially owned 1,019,517 shares of SEMrush Class A Common Stock. According to the disclosure, a portion of this amount represents RSUs, each convertible into one share upon vesting.

Why were 98,941 SEMrush (SEMR) shares withheld on December 15, 2025?

The 98,941 Class A shares were withheld by the company to satisfy tax withholding obligations in connection with the net issuance of shares delivered to the CFO on December 15, 2025 upon RSU vesting. The number of shares withheld and the net issuance were based on the closing price of SEMrush Class A Common Stock on that date.

At what prices were the 100,078 SEMrush (SEMR) shares sold by the CFO?

The CFO sold 100,078 Class A shares on December 16, 2025 at a weighted average price of $11.86 per share. The filing notes these shares were sold in multiple transactions at prices ranging from $11.86 to $11.88, inclusive.

Which equity plan governs the new RSU award to the SEMrush (SEMR) CFO?

The 337,268 RSU award to the chief financial officer was granted under SEMrush's 2021 Stock Option and Incentive Plan, as described in the disclosure.