SEMrush Form 4: CMO Andrew Warden Disposes of 7,000 Shares at $7.77

Rhea-AI Filing Summary

SEMrush Holdings insider sale: Andrew Warden, listed as Chief Marketing Officer and reporting person, reported the sale of 7,000 shares of Class A common stock on 08/27/2025 at a weighted average price of $7.77 per share. After the transaction he beneficially owned 366,917 shares. The filing notes some of the reported shares are RSUs that convert to one share each upon vesting, and the sale prices ranged from $7.74 to $7.79. The Form 4 was signed by an attorney-in-fact on 08/28/2025.

Positive

• Clear and timely disclosure of insider sale with weighted average price and price range provided
• Reporting clarifies RSU portion of beneficial holdings, improving transparency about indirect ownership

Negative

• Insider sold 7,000 shares, a reduction in insider holdings (sold at weighted average $7.77)
• Filing does not break out exact number of shares sold at each price within the $7.74–$7.79 range without follow-up

Insights

Corporate Governance Expert

TL;DR: Insider sale disclosed; routine disclosure with no evidence of unusual timing or related-party issues.

The Form 4 shows a straightforward open-market sale of 7,000 Class A shares by the CMO with a disclosed weighted average price and remaining beneficial ownership of 366,917 shares. The filing explicitly states a portion of holdings are RSUs that vest into Class A shares, which clarifies the nature of indirect ownership. The disclosure appears complete for this single transaction and complies with Section 16 reporting requirements.

Securities Analyst

TL;DR: The sale is small relative to total holdings and is unlikely to be materially impactful to valuation.

7,000 shares sold at an average $7.77 represents approximately 1.9% of the reporting person’s post-sale beneficial ownership (366,917 shares). The price range and weighted average are disclosed, and the filer offers to provide a per-price breakdown on request. There is no derivative activity reported. Based solely on this filing, the transaction is informational rather than material to company-level metrics.

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^*

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)
08/27/2025

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	08/27/2025		S		7,000	D	$7.77(1)	366,917(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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.74 to $7.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

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	08/28/2025
	** 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 SEMrush (SEMR) insider Andrew Warden report on 08/27/2025?

He sold 7,000 Class A shares on 08/27/2025 at a weighted average price of $7.77 per share, as reported on the Form 4.

How many SEMrush shares does Andrew Warden beneficially own after the sale?

366,917 shares of Class A common stock following the reported transaction.

What price range were the shares sold at in the Form 4?

Prices ranged from $7.74 to $7.79; the Form 4 reports a weighted average price of $7.77.

Are any of Andrew Warden’s holdings restricted or subject to vesting?

Yes. The filing states a portion of the beneficially owned shares are RSUs, each representing a right to receive one share upon vesting.

Who signed the Form 4 filing for Andrew Warden?

The Form 4 was signed by David Mason as attorney-in-fact on 08/28/2025.