SEMrush Holdings, Inc. (SEMR) insider RSU grant and share withholding

Q: What insider equity transactions did SEMrush Holdings, Inc. (SEMR) report in this Form 4?

The filing shows the Chief Marketing Officer acquired 168,634 restricted stock units (RSUs) of Class A Common Stock at a stated price of $0 and had 26,765 shares of Class A Common Stock withheld by the company to cover tax obligations related to RSU vesting on December 15, 2025 .

Q: How many restricted stock units were granted to the SEMrush (SEMR) Chief Marketing Officer?

The reporting person received a grant of 168,634 RSUs under SEMrush Holdings, Inc.’s 2021 Stock Option and Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock upon vesting.

Q: What is the vesting schedule for the new SEMrush (SEMR) RSU grant?

The RSUs vest over three years : one-third vests on December 15, 2026 , and the remaining RSUs vest in equal quarterly installments over the following 24 months .

Q: Why were 26,765 SEMrush (SEMR) shares withheld from the reporting person?

The 26,765 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to the net issuance of shares delivered upon RSU vesting on December 15, 2025 , using the closing price of $11.86 per share.

Q: What role does the reporting person hold at SEMrush Holdings, Inc. (SEMR)?

The reporting person is an officer of SEMrush Holdings, Inc., serving as the company’s Chief Marketing Officer , and filed this Form 4 as a single reporting person.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SEMrush Holdings, Inc.'s Chief Marketing Officer reported new equity awards and related share withholding. On December 15, 2025, the reporting person acquired 168,634 restricted stock units (RSUs) under the 2021 Stock Option and Incentive Plan at a stated price of $0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

On the same date, 26,765 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations arising from the net issuance of shares delivered upon RSU vesting, based on the closing share price of $11.86. After these transactions, the reporting person directly beneficially owns 382,952.89 shares of the company’s Class A Common Stock.

Insider Trade Summary

Net Seller: 26,765 shares ($317,433)

Net Sell 2 txns

Insider Warden Andrew

Role Chief Marketing Officer

Sold 26,765 shs ($317K)

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	168,634	$0.00	--
Sale	Class A Common Stock	26,765	$11.86	$317K

Holdings After Transaction: Class A Common Stock — 409,717.89 shares (Direct)

Footnotes (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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

12/17/2025 - 06:54 PM

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
Estimated average burden
hours per response:			0.5

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/15/2025		A		168,634⁽¹⁾	A	$0	409,717.89⁽²⁾	D
Class A Common Stock	12/15/2025		S		26,765⁽³⁾	D	$11.86	382,952.89⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did SEMrush Holdings, Inc. (SEMR) report in this Form 4?

The filing shows the Chief Marketing Officer acquired 168,634 restricted stock units (RSUs) of Class A Common Stock at a stated price of $0 and had 26,765 shares of Class A Common Stock withheld by the company to cover tax obligations related to RSU vesting on December 15, 2025.

How many restricted stock units were granted to the SEMrush (SEMR) Chief Marketing Officer?

The reporting person received a grant of 168,634 RSUs under SEMrush Holdings, Inc.’s 2021 Stock Option and Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock upon vesting.

What is the vesting schedule for the new SEMrush (SEMR) RSU grant?

The RSUs vest over three years: one-third vests on December 15, 2026, and the remaining RSUs vest in equal quarterly installments over the following 24 months.

Why were 26,765 SEMrush (SEMR) shares withheld from the reporting person?

The 26,765 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to the net issuance of shares delivered upon RSU vesting on December 15, 2025, using the closing price of $11.86 per share.

How many SEMrush (SEMR) shares does the reporting person own after these transactions?

Following the reported RSU grant and share withholding, the reporting person directly beneficially owns 382,952.89 shares of SEMrush Holdings, Inc. Class A Common Stock.

What role does the reporting person hold at SEMrush Holdings, Inc. (SEMR)?

The reporting person is an officer of SEMrush Holdings, Inc., serving as the company’s Chief Marketing Officer, and filed this Form 4 as a single reporting person.