Dmitry Melnikov adds 66,667 SEMrush (SEMR) shares in exchange transaction

Rhea-AI Filing Summary

SEMrush Holdings director and 10% owner Dmitry Melnikov acquired 66,667 shares of Class A Common Stock on February 10, 2026. The filing describes this as an exchange transaction, where he received back the same number of issuer shares previously contributed to an exchange-traded fund, with a stated value of $789,337.3 based on that day’s closing price.

After this transaction, Melnikov directly beneficially owned 1,946,479 Class A shares. The filing also lists additional Class A shares held indirectly through several family trusts and an LLC, for which he includes standard disclaimers of beneficial ownership 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)
02/10/2026

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	02/10/2026		P		66,667(1)	A	$0(1)	1,946,479(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 Reporting Person previously contributed 66,667 shares of Issuer to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, the Reporting Person received shares of the Fund in an amount equal to the value of shares contributed ("Fund Shares"). On February 10, 2026, pursuant to the governing documents of the Fund, the Reporting Person elected to exchange the Fund Shares for the originally contributed Issuer shares, in the same amount as originally contributed (based on the closing price of the common stock as of market close on February 10, 2026, such Issuer shares had a value of $789,337.3) which were transferred back to the Reporting Person.

2. 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.

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	02/12/2026
	** 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).
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FAQ

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

Dmitry Melnikov reported acquiring 66,667 SEMrush Class A Common Stock shares on February 10, 2026. He received back the same number of shares he had previously contributed to an exchange-traded fund, valued at $789,337.3 based on that day’s closing price.

How many SEMrush (SEMR) shares does Dmitry Melnikov directly own after this Form 4?

After the reported transaction, Dmitry Melnikov directly beneficially owned 1,946,479 shares of SEMrush Class A Common Stock. This figure reflects his direct holdings only and does not include additional shares held indirectly through family trusts and an LLC referenced in the filing.

How was the 66,667-share SEMrush (SEMR) transaction structured?

Melnikov had previously contributed 66,667 SEMrush shares to an exchange-traded fund managed by Goldman Sachs affiliates. On February 10, 2026, he exchanged his fund shares for the same number of SEMrush shares, which had a stated value of $789,337.3 based on the closing stock price.

What indirect SEMrush (SEMR) holdings related to Dmitry Melnikov are disclosed?

The filing lists indirect holdings in SEMrush Class A shares through The Melnikov Family GRAT Remainder Trust, Min Choron LLC, and two Dmitry Melnikov Grantor Retained Annuity Trusts. Melnikov disclaims Section 16 beneficial ownership of these securities except for any pecuniary interest he may have.

Does Dmitry Melnikov have restricted stock units (RSUs) in SEMrush (SEMR)?

Yes. The filing notes that a portion of Melnikov’s directly held SEMrush Class A shares represent restricted stock units (RSUs). Each RSU gives him the right to receive one share of Class A Common Stock upon vesting, adding to his potential future share ownership.

What is Dmitry Melnikov’s role and status at SEMrush (SEMR)?

According to the filing, Dmitry Melnikov is a director of SEMrush Holdings, Inc. and is also classified as a 10% owner. This means he holds significant influence as both a board member and a major shareholder based on his disclosed direct and indirect holdings.