SEMrush (SEMR) CFO owns 890,247 shares after 4,080 withheld

Rhea-AI Filing Summary

SEMrush Holdings (SEMR) filed a Form 4 for its Chief Financial Officer. On 10/10/2025, 4,080 shares of Class A Common Stock were withheld by the company to satisfy tax obligations tied to vested RSUs, at a price of $7.06 under code F. Following this transaction, the officer beneficially owns 890,247 shares, some of which are RSUs that deliver one Class A share upon vesting.

Insights

Equity compensation analyst

Routine RSU tax withholding; no change to company fundamentals.

The filing shows shares withheld to cover taxes on RSU vesting, a common administrative step in equity compensation. The company withholds a portion of vested shares based on the market price to satisfy withholding obligations, avoiding separate cash payments by the insider.

The transaction code F indicates tax-related withholding, not an open-market sale. After the transaction, the officer reports 890,247 shares beneficially owned, with some represented by RSUs that convert to shares upon vesting. There is no direct cash flow to the company or the insider from this withholding event.

Absent other changes, this is typically not market-moving. Future disclosures in company filings may specify subsequent vesting or settlement details, but none are indicated here.

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).

1. Name and Address of Reporting Person^*

Mulroy Brian

(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 Financial Officer

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

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	10/10/2025		F		4,080(1)	D	$7.06	890,247(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 October 10, 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 October 10, 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	10/14/2025
	** 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 SEMR's CFO report on Form 4?

A withholding of 4,080 shares of Class A Common Stock to satisfy tax obligations related to RSU vesting on 10/10/2025.

What was the price used for the withheld SEMR shares?

The withholding was based on the closing price of $7.06 on 10/10/2025.

How many SEMR shares does the officer own after the transaction?

Beneficial ownership is 890,247 shares following the reported transaction.

What does transaction code F indicate in this filing?

Code F indicates shares were withheld by the company to satisfy tax withholding obligations.

What security type was involved in the SEMR Form 4?

Class A Common Stock.

Were RSUs involved in the transaction?

Yes. The withholding and net issuance relate to the vesting of RSUs, each RSU delivering one Class A share upon vesting.

Was this an open-market sale by the officer?

No. Shares were withheld by the company for taxes in connection with RSU vesting.