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Andrew Warden, Chief Marketing Officer of SEMrush Holdings, Inc. (SEMR) reported a Form 4 disclosing a transaction on 09/01/2025 related to vested restricted stock units (RSUs). The filing shows 5,220 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations tied to the net issuance of shares from RSU vesting, at an indicated price of $7.90 per share. After the withholding, the reporting person beneficially owns 361,697 shares, and the form explains that some of these shares originate from RSUs where each RSU converts to one share upon vesting. The form is signed by an attorney-in-fact on 09/02/2025.
SEMrush Holdings insider sale: Andrew Warden, listed as Chief Marketing Officer and reporting person, reported the sale of 7,000 shares of Class A common stock on 08/27/2025 at a weighted average price of $7.77 per share. After the transaction he beneficially owned 366,917 shares. The filing notes some of the reported shares are RSUs that convert to one share each upon vesting, and the sale prices ranged from $7.74 to $7.79. The Form 4 was signed by an attorney-in-fact on 08/28/2025.
SEMRush Holdings, Inc. (Form 144) filed a notice of proposed sale of 7,001 common shares to be executed through Morgan Stanley Smith Barney LLC on the NYSE with an approximate sale date of 08/27/2025. The filing reports an aggregate market value of $54,381.67 for the shares and states 148,705,620 shares outstanding. The securities were acquired as restricted stock: 7,000 shares on 06/01/2025 and 1 share on 10/01/2022. No securities were reported sold by the person in the past three months. The filing includes the standard representation that the selling person is not aware of undisclosed material adverse information.
Oleg Shchegolev is reported as the beneficial owner of 49,449,381 shares of Semrush Holdings Class A common stock when shares underlying Class B stock, vested restricted stock units and exercisable options are treated as Class A equivalents. That holding represents approximately 33.2% of outstanding Class A shares as of June 30, 2025. The filing details the composition of those holdings, including directly held Class A and Class B shares, vested RSUs, exercisable options, shares held by Shchegolev Holdings, LLC and two family trusts.
The filing also states Mr. Shchegolev has sole voting and dispositive power over the 49,449,381 shares and, when counting Class B voting weight, his holdings represent 46.8% of the aggregate combined voting power of Class A and Class B stock. The disclosure lists the exact share counts used in the percentage calculations and identifies the trusts and LLC holding shares on his behalf.