SEMrush Holdings, Inc. — Director's Dealing 2023

May 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-05-04

Reporting Person: Mulroy Brian (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-04	Class A Common Stock	A	172786	—	Acquired	172786	Direct
2023-05-04	Class A Common Stock	A	134989	—	Acquired	307775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-04	Stock Option (Right to Buy)	$9.26	A	222816	Acquired	2033-05-04	Class A Common Stock (222816.0)	Direct

Footnotes

F1: 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. 100% of the RSUs shall vest on April 10, 2024.

F2: 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. 25% of the RSUs shall vest on April 10, 2024, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on April 10, 2024, at a rate of 6.25% of such RSUs each quarter.

F3: 25% of the stock option shall vest on the twelve (12) month anniversary of April 10, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such options each month for the first 35 months and 2.5% of such options for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.