SEMrush Holdings (NYSE: SEMR) CMO exercises 84,585 options and sells stock

Rhea-AI Filing Summary

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On 12/08/2025, the officer exercised an employee stock option to acquire 84,585 shares of Class A common stock at an exercise price of $9.78 per share, then reported a sale of 196,115.11 shares at a weighted average price of $11.84 per share. After these transactions, the officer beneficially owned 241,083.89 shares of Class A common stock, which includes restricted stock units that each convert into one share upon vesting. The underlying stock option, originally granted on April 21, 2023, continues to cover additional shares and follows a multi‑year vesting schedule through 04/21/2033, tied to the officer’s continued employment.

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)
12/08/2025

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	12/08/2025		M		84,585	A	$9.78	437,199(1)	D
Class A Common Stock	12/08/2025		S		196,115.11	D	$11.84(2)	241,083.89(1)	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
Employee Stock Option (Right to Buy)	$9.78	12/08/2025		M			84,585	(3)	04/21/2033	Class A Common Stock	84,585	$0	42,803	D

Explanation of Responses:

1. A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.84 to $11.85, 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 (2) to this Form 4.

3. As of December 1, 2025, 84,585 shares underlying this stock option were vested and available for exercise. This stock option was granted on April 21, 2023 and is subject to following vesting schedule: 25% of the stock option shall vest on the twelve (12) month anniversary of April 1, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such options each month for the first 35 months and 2.5% of such options for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Remarks:

	/s/ David Mason, as attorney-in-fact	12/10/2025
	** 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 SEMrush Holdings (SEMR) disclose in this Form 4?

The Chief Marketing Officer of SEMrush Holdings, Inc. reported exercising an employee stock option for 84,585 shares of Class A common stock and selling 196,115.11 shares on 12/08/2025.

What prices were involved in the SEMR insider option exercise and stock sale?

The employee stock option had an exercise price of $9.78 per share. The reported sale of Class A common stock used a weighted average sale price of $11.84 per share, with individual trades ranging from $11.84 to $11.85.

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

Following the reported transactions, the Chief Marketing Officer beneficially owned 241,083.89 shares of SEMrush Class A common stock, including shares represented by restricted stock units.

What derivative securities are involved in this SEMrush (SEMR) Form 4 filing?

The filing lists an employee stock option with an exercise price of $9.78 per share, originally granted on April 21, 2023, covering Class A common stock and expiring on 04/21/2033. After the reported exercise, 42,803 option shares remained beneficially owned.

How do the SEMrush (SEMR) restricted stock units mentioned in the filing work?

A portion of the insider’s holdings are restricted stock units (RSUs). Each RSU represents the right to receive one share of SEMrush Class A common stock upon vesting.

What is the vesting schedule for the SEMrush (SEMR) employee stock option in this Form 4?

The stock option was granted on April 21, 2023. 25% vests on the twelve-month anniversary of April 1, 2023, with the remainder vesting monthly over 36 months at 2.07% for the first 35 months and 2.5% in the 36th month, subject to continuous employment.