SEMrush (NYSE: SEMR) CMO updates holdings after RSU vesting and 5,220-share tax withholding

Rhea-AI Filing Summary

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On December 1, 2025, 5,220 shares of Class A common stock were withheld by the company to cover tax obligations tied to the vesting of restricted stock units (RSUs), based on a share price of $11.83. After this tax withholding event, the officer beneficially owned 352,614 shares of Class A common stock in total.

A portion of the remaining holdings consists of RSUs, each representing the right to receive one share of Class A common stock upon vesting. This filing reflects a routine tax-related adjustment rather than an open-market purchase or sale.

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 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)
12/01/2025

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	12/01/2025		F		5,220(1)	D	$11.83	352,614(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 December 1, 2025, 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 December 1, 2025.

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	12/02/2025
	** 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) report in this Form 4?

The Chief Marketing Officer of SEMrush Holdings, Inc. reported that on December 1, 2025, 5,220 shares of Class A common stock were withheld by the company to satisfy tax withholding obligations related to RSU vesting.

What price was used for the SEMrush (SEMR) tax withholding shares?

The 5,220 withheld Class A shares were valued using the closing price of $11.83 per share on December 1, 2025, which determined the number of shares needed to cover the tax obligation.

How many SEMrush (SEMR) shares does the insider own after this transaction?

Following the reported transaction, the Chief Marketing Officer beneficially owned 352,614 shares of SEMrush Class A common stock.

Were RSUs involved in this SEMrush (SEMR) Form 4 filing?

Yes. The tax withholding arose from the vesting of restricted stock units (RSUs). Each RSU represents the right to receive one share of SEMrush Class A common stock upon vesting, and a portion of the insider’s remaining holdings consists of RSUs.

Was this SEMrush (SEMR) insider transaction an open-market trade?

No. The filing explains that the 5,220 shares were withheld by the company to satisfy tax obligations associated with RSU vesting, rather than being bought or sold in the open market.

What is the insider’s role at SEMrush Holdings (SEMR)?

The reporting person is an officer of SEMrush Holdings, Inc., serving as the company’s Chief Marketing Officer.