SEMrush (SEMR) insider reports 84,317 RSU grant and tax withholding

Rhea-AI Filing Summary

SEMrush Holdings, Inc. reported insider equity transactions by a director, chief technology officer and 10% owner. On December 15, 2025, the reporting person received a grant of 84,317 restricted stock units (RSUs) of Class A common stock at a grant price of $0. The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months.

On the same date, 19,694 shares of Class A common stock were withheld at $11.86 per share to satisfy tax withholding obligations arising from RSU vesting, with the net shares delivered to the insider. After these transactions, the insider directly beneficially owns 7,374,188 shares of Class A common stock, and also has indirect holdings of 3,138,040 shares through Shchegolev Holdings, LLC and 26,739,320 shares through a 2020 family trust.

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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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^*

Shchegolev Oleg

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

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		A		84,317(1)	A	$0	7,393,882(2)	D
Class A Common Stock	12/15/2025		F		19,694(3)	D	$11.86	7,374,188(2)	D
Class A Common Stock								3,138,040	I	Shchegolev Holdings, LLC(4)
Class A Common Stock								26,739,320	I	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(5)

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. Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. The RSUs shall vest over a period of three years, with one-third vesting on December 15, 2026, and then in equal quarterly installments over the 24-month period thereafter.

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.

3. 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 December 15, 2025, from the vesting of 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 December 15, 2025.

4. These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.

5. These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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 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).
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 insider transaction did SEMR report on December 15, 2025?

The report shows that on December 15, 2025, a SEMrush director, chief technology officer and 10% owner received a grant of 84,317 restricted stock units (RSUs) of Class A common stock at a grant price of $0.

How do the 84,317 SEMR RSUs granted to the insider vest?

The 84,317 RSUs vest over three years. One-third is scheduled to vest on December 15, 2026, and the remaining two-thirds vest in equal quarterly installments over the following 24 months.

Why were 19,694 SEMR shares withheld and at what price?

The insider had 19,694 shares of Class A common stock withheld by the company at a price of $11.86 per share. These shares were withheld to satisfy tax withholding obligations related to the net issuance of shares delivered from RSU vesting on December 15, 2025.

How many SEMR Class A shares does the insider own directly after these transactions?

Following the reported transactions, the insider directly beneficially owns 7,374,188 shares of SEMrush Class A common stock, as shown in the beneficial ownership column.

What indirect SEMR shareholdings are reported for the insider?

The report lists 3,138,040 shares of Class A common stock held indirectly through Shchegolev Holdings, LLC and 26,739,320 shares held indirectly through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.

Does the insider disclaim beneficial ownership of certain SEMR shares?

Yes. For shares held by Shchegolev Holdings, LLC and by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, the reporting person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest, and states that the report should not be deemed an admission of beneficial ownership.