SEMrush Holdings (SEMR) legal chief sells 97,372 Class A shares

Rhea-AI Filing Summary

SEMrush Holdings, Inc. reported that its Chief Legal Officer, David W. Mason, sold 97,372 shares of Class A Common Stock in an open-market transaction on March 5, 2026. The weighted average sale price ranged from $11.93 to $11.94 per share.

After this sale, Mason beneficially owned 271,248 shares of Class A Common Stock, a portion of which are restricted stock units that each represent the right to receive one share upon vesting.

Insider Trade Summary

Net Seller: 97,372 shares ($1,161,648)

Net Sell 1 txn

Insider Mason David W

Role Chief Legal Officer

Sold 97,372 shs ($1.16M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	97,372	$11.93	$1.16M

Holdings After Transaction: Class A Common Stock — 271,248 shares (Direct)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.93 to $11.94, 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. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Mason David W

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		S		97,372	D	$11.93(1)	271,248(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 $11.93 to $11.94, 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 units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

Remarks:

	/s/ David Mason	03/09/2026
	** 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 SEMR disclose for David W. Mason?

SEMrush Holdings disclosed that Chief Legal Officer David W. Mason sold 97,372 Class A shares. The open-market sale occurred on March 5, 2026, at a weighted average price between $11.93 and $11.94 per share, as detailed in the Form 4 filing.

At what prices were David W. Mason’s SEMR shares sold?

The reported price is a weighted average between $11.93 and $11.94 per share. The shares were sold in multiple transactions within this narrow range, and detailed per-trade pricing information is available on request from the issuer, security holders, or SEC staff.

How many SEMR shares does David W. Mason hold after this Form 4 sale?

After the transaction, David W. Mason beneficially owned 271,248 shares of Class A Common Stock. This total includes a portion represented by restricted stock units, each RSU being the right to receive one share upon vesting, according to the disclosure.

What type of security did David W. Mason sell in this SEMR filing?

The transaction involved SEMrush Holdings’ Class A Common Stock. The Form 4 identifies the security as non-derivative Class A Common Stock, sold in an open-market transaction, with some of Mason’s remaining holdings consisting of restricted stock units tied to future vesting.

Were restricted stock units (RSUs) mentioned in David W. Mason’s SEMR Form 4?

Yes, the filing notes that a portion of Mason’s holdings are RSUs. Each restricted stock unit represents the right to receive one share of SEMrush Holdings’ Class A Common Stock upon vesting, clarifying that not all reported beneficial ownership is currently vested stock.

Was David W. Mason’s SEMR transaction classified as a buy or sell?

The Form 4 classifies the transaction as a sale. It uses transaction code “S” for a sale in open market or private transaction, with the normalized direction field identifying it as an open-market sale of Class A Common Stock rather than a purchase or grant.