SEMrush (SEMR) President Form 4 Shows RSU Vesting and 6,264 Shares Withheld

Rhea-AI Filing Summary

SEMrush Holdings, Inc. officer reports tax-related share withholding

A SEMrush Holdings, Inc. officer who serves as President reported a routine equity transaction involving the company’s Class A common stock. On December 1, 2025, 6,264 shares of Class A common stock were withheld by the company to cover tax withholding obligations arising from the vesting and net issuance of restricted stock units (RSUs). The withholding price used was $11.83 per share, based on the closing price that day.

Following this tax withholding event, the reporting person beneficially owns 770,779 shares of Class A common stock, a portion of which consists of RSUs, with each RSU representing the right to receive one share 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

OMB Number:			3235-0287
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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^*

Levin Eugenie

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		6,264(1)	D	$11.83	770,779(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 December 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 December 1, 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, as attorney-in-fact	12/02/2025
	** 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 insider transaction did SEMrush (SEMR) report in this Form 4?

The President of SEMrush Holdings, Inc. reported that 6,264 shares of Class A common stock were withheld by the company on December 1, 2025 to satisfy tax withholding obligations related to vested RSUs.

What was the share price used for the SEMrush (SEMR) tax withholding?

The tax withholding for the vested RSUs used a price of $11.83 per share, which was the closing price of SEMrush’s Class A common stock on December 1, 2025.

How many SEMrush (SEMR) shares does the reporting person own after the transaction?

After the reported transaction, the President beneficially owns 770,779 shares of SEMrush Class A common stock, including a portion represented by restricted stock units (RSUs).

What are the RSUs mentioned in the SEMrush (SEMR) Form 4?

The RSUs reported each represent a right to receive one share of SEMrush Class A common stock upon vesting, and a portion of the 770,779 beneficially owned shares is in the form of these RSUs.

Was the SEMrush (SEMR) Form 4 transaction a sale on the open market?

No. The 6,264 shares were withheld by the company to cover tax obligations from RSU vesting, rather than sold by the officer in an open-market transaction.

What role does the reporting person hold at SEMrush (SEMR)?

The reporting person is an officer of SEMrush Holdings, Inc., serving in the role of President.