SEMR Form 4: Andrew Warden RSU Tax Withholding Reduces Net Issuance

Rhea-AI Filing Summary

Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc. (SEMR) reported a Form 4 disclosing a transaction on 09/01/2025 related to vested restricted stock units (RSUs). The filing shows 5,220 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to the net issuance of shares from RSU vesting, at an indicated price of $7.90 per share. After the withholding, the reporting person beneficially owns 361,697 shares, and the form explains that some of these shares originate from RSUs where each RSU converts to one share upon vesting. The form is signed by an attorney-in-fact on 09/02/2025.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting of RSU vesting with tax-withheld shares; no indication of open-market sale or change in control.

The Form 4 documents a standard administrative transaction: RSU vesting followed by company withholding of 5,220 shares to cover tax obligations. This is reported under Transaction Code F, consistent with tax withholding on net share issuance rather than a cash sale. The reporting person continues to hold a substantial beneficial stake of 361,697 Class A shares, some of which remain subject to the mechanics of RSU vesting as described.

Financial Analyst

TL;DR: Small net share reduction due to tax withholding; no cash proceeds or market disposition shown.

The entry specifies 5,220 shares withheld at a price reference of $7.90 based on the closing price on August 29, 2025, tied to the net issuance from RSU vesting. The filing does not indicate any sale or purchase beyond the withholding. The retained beneficial ownership of 361,697 shares is explicitly stated, and the explanation clarifies the RSU conversion ratio of one RSU to one share.

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^*

Warden Andrew

(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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F		5,220(1)	D	$7.9	361,697(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 September 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 August 29, 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	09/02/2025
	** 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 transaction did SEMR insider Andrew Warden report on Form 4?

The Form 4 reports that on 09/01/2025 5,220 Class A shares were withheld by the company to satisfy tax withholding tied to RSU vesting.

How many SEMR shares does Andrew Warden beneficially own after the transaction?

The filing states the reporting person beneficially owns 361,697 Class A shares following the reported transaction.

What does the price $7.90 represent in the Form 4 for SEMR?

The filing shows $7.90 referenced as the price used to calculate the number of shares withheld, based on the closing price on August 29, 2025.

Were the withheld SEMR shares sold on the open market?

No open-market sale is indicated; the Form 4 describes the shares as withheld by the company to satisfy tax withholding in connection with RSU vesting.

What type of equity award is mentioned in the SEMR Form 4?

The filing references restricted stock units (RSUs), with each RSU converting to one share of Class A Common Stock upon vesting.