[Form 4] SEMrush Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

SEMrush Holdings (SEMR) reported an insider equity award. A director filed a Form 4 disclosing two RSU grants on 10/28/2025: 32,981 RSUs and 17,962 RSUs, each at $0. Each RSU represents one share of Class A common stock upon vesting. One-third of the 32,981 RSUs vests on the earlier of October 28, 2026 or the next annual meeting, with the remainder vesting monthly over two years. The 17,962 RSUs vest in full on the earlier of June 9, 2026 or the next annual meeting. Following the reported transactions, the director beneficially owned 58,463 shares, held directly.

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^*

Pearce Dylan

(Last) (First) (Middle)

292 MADISON AVE., FL. 8

(Street)

NEW YORK NY 10017

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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	10/28/2025		A		32,981(1)	A	$0	40,501(2)	D
Class A Common Stock	10/28/2025		A		17,962(3)	A	$0	58,463(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 Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. One-third of these RSUs shall vest upon the earlier of (A) October 28, 2026 or (B) the date of the Issuer's next annual meeting of stockholders, and the remaining two-thirds will vest in equal monthly installments over the next two years thereafter, subject to the Reporting Person's continued service relationship with the Issuer through each applicable vesting date.

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. Consists of a grant of a RSU award under the Issuer's Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. These RSUs shall vest in full upon the earlier of (i) June 9, 2026 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service relationship with the Issuer through such date.

Remarks:

	/s/ David Mason, as attorney-in-fact	10/30/2025
	** 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 did SEMrush (SEMR) disclose in this Form 4?

A director reported two RSU grants on 10/28/2025 under the Non-Employee Director Compensation Policy.

How many RSUs were granted to the SEMR director?

Two awards: 32,981 RSUs and 17,962 RSUs.

What is the vesting schedule for the 32,981 RSUs at SEMR?

One-third vests on the earlier of October 28, 2026 or the next annual meeting; the remaining two-thirds vest in equal monthly installments over the next two years.

When do the 17,962 SEMR RSUs vest?

They vest in full on the earlier of June 9, 2026 or the next annual meeting of stockholders.

What does each RSU represent for SEMR?

Each RSU represents the right to receive one share of Class A Common Stock upon vesting.

How many SEMR shares did the director own after these transactions?

Beneficial ownership following the transactions was 58,463 shares, held directly.