SEMrush Holdings, Inc. — Director's Dealing 2025

Dec 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2025-12-15

Reporting Person: Wagner William Raymond (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-15	Class A Common Stock	A	927487	—	Acquired	2008007	Direct
2025-12-15	Class A Common Stock	F	153690	$11.86	Disposed	1854317	Direct

Footnotes

F1: Consists of a grant of a restricted stock award under the Issuer's 2021 Stock Option and Incentive Plan. The shares of Class A Common Stock underlying the restricted stock award 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, subject to the Reporting Person's continuous service through such date.

F2: A portion of these shares represent restricted stock units ("RSUs") and restricted stock. Each restricted stock and RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

F3: 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.