SEMrush CFO has 3,941 shares withheld for taxes

SEMrush Holdings, Inc. Chief Financial Officer Brian Mulroy had shares withheld to cover taxes tied to equity compensation.

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Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Financial Officer Brian Mulroy had shares withheld to cover taxes tied to equity compensation. On April 10, 2026, the company withheld 3,941 shares of Class A Common Stock at $11.94 per share to satisfy tax withholding obligations on vested RSUs, rather than an open-market sale. Following this tax-withholding disposition, he directly holds 1,015,576 shares of Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 3,941 shares

Exercise Price or Tax Liability 1 txn

Insider Mulroy Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	3,941	$11.94	$47K

Holdings After Transaction: Class A Common Stock — 1,015,576 shares (Direct)

Footnotes (2)

F1. 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 10, 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 10, 2026.
F2. A portion of these shares represent RSUs 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.

Key Figures

Shares withheld for taxes: 3,941 shares Withholding price: $11.94 per share Shares held after transaction: 1,015,576 shares +1 more

4 metrics

Shares withheld for taxes 3,941 shares Class A Common Stock withheld on April 10, 2026

Withholding price $11.94 per share Price used for RSU-related tax withholding on April 10, 2026

Shares held after transaction 1,015,576 shares Direct Class A Common Stock holdings after tax withholding

Tax-withholding shares (summary) 3,941 shares TaxWithholdingShares in transaction summary

Key Terms

tax withholding obligations, net issuance, restricted stock units ("RSUs"), 2021 Stock Option and Incentive Plan, +1 more

5 terms

tax withholding obligations financial

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

net issuance financial

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

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Stock Option and Incentive Plan financial

"represent RSUs under the Issuer's 2021 Stock Option and Incentive Plan."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SEMrush (SEMR) CFO Brian Mulroy report in this Form 4?

SEMrush CFO Brian Mulroy reported a tax-withholding disposition of 3,941 Class A shares. The company withheld these shares to cover taxes from vested RSUs, and he now directly holds 1,015,576 Class A shares after the transaction.

Was SEMrush (SEMR) CFO Brian Mulroy buying or selling shares in the market?

He was not buying or selling in the open market. The 3,941 Class A shares were withheld by the company to satisfy tax withholding obligations on vested RSUs, a routine compensation-related transaction rather than a discretionary market trade.

How many SEMrush (SEMR) shares were withheld for taxes from the CFO?

A total of 3,941 shares of SEMrush Class A Common Stock were withheld. This withholding covered tax obligations arising from the vesting of restricted stock units, based on the stock’s closing price on April 10, 2026, of $11.94 per share.

How many SEMrush (SEMR) shares does the CFO hold after this Form 4 event?

After the tax-withholding transaction, CFO Brian Mulroy directly holds 1,015,576 shares of SEMrush Class A Common Stock. This figure reflects his position immediately following the 3,941-share withholding for RSU-related tax obligations on April 10, 2026.

What triggered the tax-withholding disposition reported by SEMrush (SEMR) CFO?

The disposition was triggered by the vesting of restricted stock units. When the RSUs vested on April 10, 2026, the company withheld 3,941 Class A shares to cover tax obligations, delivering the remaining net shares to CFO Brian Mulroy.

What are the RSUs mentioned in SEMrush (SEMR) CFO’s Form 4 filing?

The RSUs are restricted stock units granted under SEMrush’s 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of Class A Common Stock upon vesting, some of which vested and led to the reported tax withholding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/13/2026 - 05:47 PM

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^*

Mulroy Brian

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/10/2026		F		3,941⁽¹⁾	D	$11.94	1,015,576⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 10, 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 10, 2026.

2. A portion of these shares represent RSUs 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.

Remarks:

	/s/ David Mason, as attorney-in-fact	04/13/2026
	** 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)

Source: View Original Filing on SEC EDGAR