SEMrush Holdings, Inc. (SEMR) CLO gets 143,338 RSUs, tax shares withheld

Rhea-AI Filing Summary

SEMrush Holdings' Chief Legal Officer David Mason reported equity awards and related share withholding transactions. On December 15, 2025 he received a grant of 143,338 restricted stock units under the 2021 Stock Option and Incentive Plan, each equal to one share of Class A common stock. The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months. The filing also notes that 26,054 Class A shares were withheld at $11.86 per share to cover tax obligations upon RSU vesting, leaving him with 368,620 Class A shares beneficially owned directly.

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^*

Mason David W

(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 Legal 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/15/2025		A		143,338(1)	A	$0	394,674(2)	D
Class A Common Stock	12/15/2025		F		26,054(3)	D	$11.86	368,620(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. 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	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).
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FAQ

What insider transaction did SEMrush (SEMR) report for David Mason?

The report shows that Chief Legal Officer David Mason received a grant of 143,338 restricted stock units (RSUs) of Class A common stock and had shares withheld to cover taxes on vested RSUs.

How many RSUs did SEMrush grant to its Chief Legal Officer?

SEMrush granted 143,338 RSUs to its Chief Legal Officer, with each RSU representing the right to receive one share of Class A common stock upon vesting.

What is the vesting schedule for David Mason's new RSU award at SEMrush (SEMR)?

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

Why were 26,054 SEMrush shares withheld on December 15, 2025?

The filing states that 26,054 shares of Class A common stock were withheld by SEMrush to satisfy tax withholding obligations related to the net issuance of shares from RSU vesting, based on the closing price on December 15, 2025.

How many SEMrush shares does David Mason beneficially own after these transactions?

After the reported transactions, David Mason beneficially owns 368,620 shares of SEMrush Class A common stock directly.

Under which plan were the new RSUs for SEMrush's Chief Legal Officer granted?

The RSUs were granted under SEMrush's 2021 Stock Option and Incentive Plan.