SEMrush Insider David Mason Withholds 2,486 RSU Shares for Taxes

Rhea-AI Filing Summary

SEMrush Holdings, Inc. (SEMR) Form 4: David W. Mason, Chief Legal Officer and director, reported a transaction dated 09/01/2025 in which 2,486 shares of Class A common stock were disposed of under code "F" at a price of $7.90 per share. The filing explains these shares were withheld by the company to satisfy tax-withholding obligations related to the net issuance of shares delivered upon the vesting of restricted stock units (RSUs). After the withholding, Mr. Mason beneficially owns 257,465 shares of Class A common stock, and the filing notes that some of those shares represent unvested RSUs that convert to one share each upon vesting. The form is signed by Mr. Mason on 09/02/2025.

Positive

• Timely Section 16 disclosure filed and signed, meeting reporting obligations
• Substantial retained ownership of 257,465 Class A shares following withholding

Negative

• Reduction of beneficial holdings by 2,486 shares due to tax-withholding on vested RSUs

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding of vested RSUs; no evidence of discretionary sale or change in control.

The filing documents a common administrative action where the company withheld 2,486 shares from an RSU vest to satisfy tax obligations. This is recorded as a disposition under code F and does not indicate an open-market sale by the reporting person. The remaining beneficial ownership of 257,465 Class A shares remains material in absolute terms but the filing does not provide prior holding levels for trend assessment. Documentation is signed and timely, meeting Section 16 reporting requirements.

Securities Analyst

TL;DR: Small share reduction from tax withholding; the transaction is administrative, not a liquidity-driven sale.

The reported disposal of 2,486 shares at $7.90 per share reflects share-withholding to cover taxes on vested RSUs. This reduces the reporting person’s direct holdings to 257,465 shares. Because the action is framed as withholding tied to RSU vesting, it is unlikely to signal a change in insider sentiment or trigger market-impact concerns by itself. No derivative or additional transactions are reported.

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)
09/01/2025

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	09/01/2025		F		2,486(1)	D	$7.9	257,465(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 tax withholding obligations in connection with the net issuance of shares of Class A Common Stock delivered to the Reporting Person on September 1, 2025, from the vesting of restricted stock units ("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 August 29, 2025.

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.

Remarks:

	/s/ David Mason	09/02/2025
	** 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 transaction did SEMR insider David Mason report on Form 4?

The Form 4 reports that 2,486 shares of Class A common stock were disposed of on 09/01/2025 via share-withholding to satisfy tax obligations related to vested RSUs.

Why were 2,486 SEMR shares disposed of by the reporting person?

The filing states the shares were withheld by the company to satisfy tax withholding obligations in connection with the net issuance of shares from RSU vesting.

How many SEMR shares does David Mason beneficially own after the transaction?

After the transaction, Mr. Mason beneficially owns 257,465 shares of Class A common stock.

Was the disposition a sale on the open market?

No. The Form 4 characterizes the disposition as company withholding for taxes on RSU vesting, not an open-market sale.

What price is shown for the withheld shares?

The filing lists a price of $7.90 per share for the 2,486 shares withheld.