[Form 4] SEMrush Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

SEMrush Holdings director and president Eugenie Levin reported transactions related to restricted stock units (RSUs) that vested on 09/01/2025. The filing shows 6,264 shares of Class A common stock were disposed of under code F at a price of $7.90, representing shares withheld by the company to satisfy tax withholding on the net issuance from RSU vesting. After the transaction, the reporting person beneficially owns 780,945 shares of Class A common stock, a position that the filing notes includes shares issued from RSUs where each RSU converts to one share upon vesting.

Insights

Financial Analyst

TL;DR Insider received vested RSUs; a small number of shares were withheld for taxes, leaving substantial beneficial ownership.

The Form 4 discloses a routine equity compensation settlement where vested RSUs resulted in a net issuance and the company withheld 6,264 shares to cover tax obligations at a reported price of $7.90. The reporting person continues to hold 780,945 Class A shares, which is a material absolute holding though the filing does not provide outstanding share count to assess percentage ownership. This transaction appears administrative and related to employee compensation rather than market-driven trading.

Corporate Governance Expert

TL;DR This is a standard post-vesting tax-withholding disposition tied to RSUs, not a voluntary sale for liquidity.

The disclosure explicitly states the disposition was to satisfy tax withholding on RSU vesting, using the closing price from 08/29/2025 to determine the withholding amount. Such withholdings are common and reflect compensation settlement mechanics. No additional indirect ownership or related-party arrangements are disclosed. The form shows compliance with Section 16 reporting obligations through a single reporting person filing.

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^*

Levin Eugenie

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F		6,264(1)	D	$7.9	780,945(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 September 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 August 29, 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	09/02/2025
	** 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

How many shares did Eugenie Levin own after the reported transaction (SEMR)?

The filing reports 780,945 shares of Class A common stock beneficially owned following the transaction.

Why were 6,264 shares of SEMR disposed of on 09/01/2025?

The filing states 6,264 shares were withheld by the company to satisfy tax withholding obligations related to RSU vesting.

What was the price used to calculate tax withholding for the SEMR RSU vesting?

The company used the closing price on 08/29/2025, reported in the Form 4 as $7.90 per share for the withholding calculation.

Did the Form 4 indicate the nature of the reporting person's relationship to SEMrush Holdings (SEMR)?

Yes. The reporting person is listed as a Director and Officer (President) of the issuer.

Were any derivative securities reported in this Form 4 for SEMR?

No derivative securities are listed in Table II; the disclosure relates only to non-derivative Class A common stock from RSU vesting.