SEMrush Holdings, Inc. (SEMR) CEO logs tax share withholding, 1.63M shares owned

Rhea-AI Filing Summary

SEMrush Holdings, Inc. reported an insider transaction by a reporting person who is both a director and the chief executive officer. On 12/26/2025, the insider had 224,220 shares of Class A common stock withheld by the company, coded as transaction type "F," at a price of $11.86 per share. This withholding was to cover the insider’s tax obligations tied to a Section 83(b) election on a restricted stock award granted under the 2021 Stock Option and Incentive Plan.

After this tax withholding event, the insider beneficially owned 1,630,097 shares of Class A common stock, some of which are restricted stock and restricted stock units. Each restricted share or unit represents the right to receive 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

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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^*

Wagner William Raymond

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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	12/26/2025		F		224,220(1)	D	$11.86	1,630,097(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. Represents shares of Class A Common Stock withheld by the Company to satisfy the Reporting Person's tax obligation upon Reporting Person's Section 83(b) election with respect to a restricted stock award granted under the Issuer's 2021 Stock Option and Incentive Plan. The number of shares withheld by the Company to satisfy tax withholding obligations is based on the closing price of the Issuer's Class A Common Stock on the restricted stock award's grant date of December 15, 2025.

2. A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and 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	12/29/2025
	** 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 SEMR report in this Form 4?

The filing reports that a director and chief executive officer of SEMrush Holdings, Inc. had 224,220 shares of Class A common stock withheld by the company on 12/26/2025 to satisfy tax obligations related to a restricted stock award and a Section 83(b) election.

At what price were the SEMR shares withheld for taxes in this filing?

The company withheld the 224,220 Class A common shares at a price of $11.86 per share, based on the closing price of SEMrush’s Class A common stock on the restricted stock award grant date of December 15, 2025.

How many SEMR shares does the insider beneficially own after this transaction?

Following the reported tax withholding transaction, the insider beneficially owned 1,630,097 shares of SEMrush Holdings, Inc. Class A common stock.

Does the SEMR insider ownership include restricted stock or RSUs?

Yes. A portion of the insider’s 1,630,097 beneficially owned shares consists of restricted stock units (RSUs) and restricted stock, with each unit or restricted share representing the right to receive one share of Class A common stock upon vesting.

What was the purpose of the SEMR insider’s share withholding in this Form 4?

The 224,220 shares were withheld by the company to cover the insider’s tax obligations resulting from a Section 83(b) election on a restricted stock award granted under SEMrush’s 2021 Stock Option and Incentive Plan.

What roles does the reporting person hold at SEMrush Holdings, Inc.?

The reporting person is identified as both a director and an officer, serving in the role of Chief Executive Officer of SEMrush Holdings, Inc.