SEMrush (SEMR) CMO has 2,801 shares withheld to pay RSU taxes

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Marketing Officer Andrew Warden had 2,801 shares of Class A Common Stock withheld by the company on April 1, 2026 to cover tax obligations from vesting restricted stock units. This was not an open-market sale. After the withholding, he directly holds 338,902.89 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Warden Andrew

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,801	$11.96	$33K

Holdings After Transaction: Class A Common Stock — 338,902.89 shares (Direct)

Footnotes (1)

1. 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 April 1, 2026, from the vesting of restricted stock units ("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 April 1, 2026. 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.

Key Figures

Shares withheld for taxes: 2,801 shares Withholding price per share: $11.96 per share Shares held after transaction: 338,902.89 shares +1 more

4 metrics

Shares withheld for taxes 2,801 shares Tax-withholding disposition on April 1, 2026

Withholding price per share $11.96 per share Closing price of Class A stock on April 1, 2026

Shares held after transaction 338,902.89 shares Direct Class A Common Stock holdings post-withholding

Tax-withholding transactions 1 transaction, 2,801 shares Form 4 transaction summary for code F

Key Terms

restricted stock units, tax withholding obligations, Class A Common Stock, net issuance

4 terms

restricted stock units financial

"from the vesting of restricted stock units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Company to satisfy tax withholding obligations in connection with the net issuance"

Class A Common Stock financial

"Represents shares of Class A Common Stock withheld by the Company"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

net issuance financial

"to satisfy tax withholding obligations in connection with the net issuance of shares"

Form 4 Insider Transactions: What Each Field Means →

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 MASSACHUSETTS 02199

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		F		2,801(1)	D	$11.96	338,902.89(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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 April 1, 2026, from the vesting of restricted stock units ("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 April 1, 2026.

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	04/03/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did SEMrush (SEMR) report in Andrew Warden’s latest Form 4?

Andrew Warden had 2,801 SEMrush Class A shares withheld to cover tax obligations from vesting RSUs. This was a tax-withholding disposition by the company, not an open-market sale of shares by Warden.

Was the SEMrush (SEMR) Form 4 transaction an insider sale?

The Form 4 shows a tax-withholding disposition, not a market sale. SEMrush withheld 2,801 shares to pay taxes on vested RSUs, using the April 1, 2026 closing share price to determine the withholding amount.

How many SEMrush (SEMR) shares does Andrew Warden hold after this Form 4?

After the April 1, 2026 tax withholding, Andrew Warden directly holds 338,902.89 shares of SEMrush Class A Common Stock. Some of these holdings include restricted stock units that convert into one Class A share upon vesting.

What price did SEMrush (SEMR) use to calculate the withheld shares?

SEMrush used the April 1, 2026 closing price of its Class A Common Stock, recorded in the Form 4 as $11.96 per share. That price determined how many shares, 2,801 in total, were withheld for tax obligations.

What are RSUs mentioned in the SEMrush (SEMR) Form 4 for Andrew Warden?

The filing states that a portion of Warden’s holdings are restricted stock units, or RSUs. Each RSU represents a right to receive one share of SEMrush Class A Common Stock when it vests under the company’s equity compensation terms.