SEMrush Holdings (SEMR) insider Dmitry Melnikov files tax-driven share sale

Rhea-AI Filing Summary

SEMrush Holdings, Inc. director and 10% owner Dmitry Melnikov reported a sale of 1,399 shares of Class A Common Stock on January 7, 2026 at $11.90 per share. According to the disclosure, this sale was made to cover tax withholding obligations arising from the vesting of restricted stock units on January 1, 2026 and was not a discretionary trade.

Following this transaction, Melnikov directly holds 1,879,812 shares of Class A Common Stock. Additional Class A shares are held indirectly through family-related entities, including 8,998,437 shares owned by The Melnikov Family GRAT Remainder Trust, 5,924,595 shares owned by Min Choron LLC, 734,437 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, and 1,343,131 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Five. The filing states that Melnikov disclaims beneficial ownership of these indirect holdings except to the extent of 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)
01/07/2026

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	01/07/2026		S		1,399(1)	D	$11.9	1,879,812(2)	D
Class A Common Stock								8,998,437	I	The Melnikov Family GRAT Remainder Trust(3)
Class A Common Stock								5,924,595	I	Min Choron LLC(4)
Class A Common Stock								734,437	I	The Dmitry Melnikov Grantor Retained Annuity Trust - Four(5)
Class A Common Stock								1,343,131	I	The Dmitry Melnikov Grantor Retained Annuity Trust - Five(6)

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 sale reported in this Form 4 represents the sale of shares (on January 7, 2026) necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on January 1, 2026. The sale does not represent a discretionary trade by the Reporting Person.

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. 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.

4. 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.

5. 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.

6. 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	01/08/2026
	** 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.
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FAQ

What insider transaction did Dmitry Melnikov report for SEMrush Holdings (SEMR)?

Dmitry Melnikov reported selling 1,399 shares of SEMrush Holdings Class A Common Stock on January 7, 2026 at a price of $11.90 per share.

Why were Dmitry Melnikov’s SEMR shares sold on January 7, 2026?

The filing states the 1,399-share sale was made to satisfy tax withholding obligations from the vesting of restricted stock units on January 1, 2026 and was not a discretionary trade.

How many SEMrush Holdings shares does Dmitry Melnikov hold directly after this Form 4?

After the reported transaction, Dmitry Melnikov directly holds 1,879,812 shares of SEMrush Holdings Class A Common Stock.

What SEMrush Holdings shares are held indirectly through family trusts and entities?

Indirect holdings include 8,998,437 shares owned by The Melnikov Family GRAT Remainder Trust, 5,924,595 shares owned by Min Choron LLC, 734,437 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, and 1,343,131 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Five.

Does Dmitry Melnikov claim full beneficial ownership of the SEMR shares held by related trusts and LLCs?

No. The disclosure states that these shares are owned by the respective trusts and LLC, and Dmitry Melnikov disclaims Section 16 beneficial ownership of those securities except to the extent of any pecuniary interest.

What is Dmitry Melnikov’s role at SEMrush Holdings?

The reporting person, Dmitry Melnikov, is identified as a Director and a 10% Owner of SEMrush Holdings, Inc.