SEMrush (SEMR) president has shares withheld for RSU tax obligations

Rhea-AI Filing Summary

SEMrush Holdings, Inc. President Eugenie Levin had shares withheld to cover taxes on vested RSUs. On April 1, 2026, 2,727 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to restricted stock units that vested on that date. This was an administrative tax-withholding disposition, not an open-market sale. Following this transaction, Levin directly holds 577,985 shares of Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Levin Eugenie

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,727	$11.96	$33K

Holdings After Transaction: Class A Common Stock — 577,985 shares (Direct)

Footnotes (1)

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 April 1, 2026, 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 April 1, 2026. 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.

Key Figures

Shares withheld for taxes: 2,727 shares Withholding reference price: $11.96 per share Shares held after transaction: 577,985 shares

3 metrics

Shares withheld for taxes 2,727 shares Class A Common Stock withheld April 1, 2026 for RSU tax

Withholding reference price $11.96 per share Closing price used to calculate RSU tax withholding on April 1, 2026

Shares held after transaction 577,985 shares Direct Class A Common Stock holdings after tax-withholding disposition

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, net issuance, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"from the vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"withheld by the Company to satisfy tax withholding obligations in connection"

net issuance financial

"to satisfy tax withholding obligations (and the net issuance) is based on the closing price"

Class A Common Stock financial

"Represents shares of Class A Common Stock withheld by the Company"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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^*

Levin Eugenie

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET, SUITE 2475

(Street)

BOSTON MASSACHUSETTS 02199

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		F		2,727(1)	D	$11.96	577,985(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 April 1, 2026, 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 April 1, 2026.

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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did SEMrush (SEMR) President Eugenie Levin report in this Form 4?

Eugenie Levin reported that 2,727 SEMrush Class A shares were withheld by the company to cover tax obligations from vested restricted stock units. This is a routine tax-withholding event rather than an open-market trade or discretionary sale of shares.

Was the SEMrush (SEMR) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The 2,727 Class A shares were withheld by SEMrush to satisfy tax obligations arising from the vesting of restricted stock units delivered to President Eugenie Levin.

How many SEMrush (SEMR) shares does Eugenie Levin hold after this transaction?

After the tax-withholding transaction, Eugenie Levin directly holds 577,985 shares of SEMrush Class A Common Stock. This figure reflects her position following the company’s withholding of 2,727 shares to cover taxes related to the vesting of restricted stock units.

What triggered the share withholding reported in SEMrush (SEMR) President’s Form 4?

The withholding was triggered by the vesting of restricted stock units on April 1, 2026. When these RSUs vested, SEMrush delivered Class A shares and simultaneously withheld 2,727 shares to satisfy tax withholding obligations based on the stock’s closing price that day.

How is the number of withheld SEMrush (SEMR) shares determined for tax purposes?

The number of withheld shares is based on SEMrush’s Class A Common Stock closing price on April 1, 2026. Using that price, the company calculated how many shares, 2,727 in this case, were needed to cover President Eugenie Levin’s tax withholding obligations on the vested RSUs.