SEMrush Holdings, Inc. (NYSE: SEMR) director details GRAT share moves

Rhea-AI Filing Summary

A director and 10% owner of SEMrush Holdings, Inc. reported internal transfers of Class A Common Stock involving family trusts. On December 15, 2025, 314,778 shares were distributed from The Dmitry Melnikov Grantor Retained Annuity Trust - Three to The Melnikov Family GRAT Remainder Trust at a stated price of $0, indicating a trust distribution rather than an open-market trade.

The filing also notes that 599,255 shares were transferred from GRAT Three to the reporting person on the same date as an annuity payment exempt under Rule 16a-13. After these movements, various entities, including Min Choron LLC and additional grantor retained annuity trusts, hold SEMrush Class A shares for the benefit of the reporting person’s family, while the reporting person disclaims beneficial ownership of many indirect holdings beyond any pecuniary interest.

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^*

Melnikov Dmitry

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		G(1)		314,778	D	$0(1)	0(2)	I	The Dmitry Melnikov Grantor Retained Annuity Trust - Three(3)
Class A Common Stock	12/15/2025		G(1)		314,778	A	$0(1)	8,998,437	I	The Melnikov Family GRAT Remainder Trust(4)
Class A Common Stock								1,881,211(5)(6)	D
Class A Common Stock								5,924,595	I	Min Choron LLC(7)
Class A Common Stock								734,437	I	The Dmitry Melnikov Grantor Retained Annuity Trust - Four(8)
Class A Common Stock								1,343,131	I	The Dmitry Melnikov Grantor Retained Annuity Trust - Five(9)

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 314,778 shares distributed from The Dmitry Melnikov Grantor Retained Annuity Trust - Three ("GRAT Three") to The Melnikov Family GRAT Remainder Trust following the final annuity payment out of GRAT Three.

2. The amount of Class A Common Stock excludes 599,255 shares of the Issuer's Class A Common Stock that GRAT Three distributed without value to the Reporting Person on December 15, 2025 as an annuity payment which was exempt pursuant to Rule 16a-13.

3. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

4. These shares are owned by The Melnikov Family GRAT Remainder Trust, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

5. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

6. The amount of Class A Common Stock includes 599,255 shares of the Issuer's Class A Common Stock transferred from GRAT Three to the Reporting Person on December 15, 2025 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.

7. These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

8. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

9. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Five, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

	/s/ David Mason, as attorney-in-fact	12/17/2025
	** 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).
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FAQ

What insider share movements at SEMrush Holdings (SEMR) are disclosed in this Form 4?

The filing reports that on December 15, 2025, 314,778 shares of Class A Common Stock were distributed from The Dmitry Melnikov Grantor Retained Annuity Trust - Three to The Melnikov Family GRAT Remainder Trust at a stated price of $0.

Was there an annuity payment in SEMrush (SEMR) shares to the reporting person?

Yes. The filing explains that 599,255 shares of SEMrush Class A Common Stock were transferred from GRAT Three to the reporting person on December 15, 2025 as an annuity payment that was exempt under Rule 16a-13.

What is the reporting persons relationship to SEMrush Holdings (SEMR)?

The reporting person is identified as both a Director and a 10% Owner of SEMrush Holdings, Inc., indicating a significant insider ownership position.

Which entities hold SEMrush Class A shares for the reporting persons family?

Entities holding Class A Common Stock for the benefit of the reporting person or family include The Melnikov Family GRAT Remainder Trust, Min Choron LLC, and several grantor retained annuity trusts labeled Three, Four, and Five.

Does the SEMrush reporting person hold restricted stock units (RSUs)?

Yes. A portion of the 1,881,211 directly held SEMrush Class A Common Stock shares represents restricted stock units (RSUs), each RSU being a right to receive one share upon vesting.

Does the reporting person claim full beneficial ownership of all these SEMrush shares?

No. For multiple trusts and Min Choron LLC, the reporting person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest, as clearly stated in the explanatory notes.