Melnikov Dmitry - 09 Jun 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
09 Jun 2025
Net transactions value
$0
Form type
4
Filing time
10 Jun 2025, 20:15:23 UTC
Previous filing
04 Apr 2025
Next filing
03 Jul 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Melnikov Dmitry Director, 10%+ Owner C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON /s/ David Mason, as attorney-in-fact 10 Jun 2025 0001849699

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Award $0 +17,962 +1.4% $0.000000 1,284,770 09 Jun 2025 Direct F1, F2, F3
holding SEMR Class A Common Stock 8,683,659 09 Jun 2025 The Melnikov Family GRAT Remainder Trust F4
holding SEMR Class A Common Stock 5,924,595 09 Jun 2025 Min Choron LLC F5
holding SEMR Class A Common Stock 914,033 09 Jun 2025 The Dmitry Melnikov Grantor Retained Annuity Trust - Three F6
holding SEMR Class A Common Stock 734,437 09 Jun 2025 The Dmitry Melnikov Grantor Retained Annuity Trust - Four F7
holding SEMR Class A Common Stock 1,343,131 09 Jun 2025 The Dmitry Melnikov Grantor Retained Annuity Trust - Five F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. These RSUs shall vest in full upon the earlier of (i) June 9, 2026 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service relationship with the Issuer through such date.
F2 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.
F3 The amount of Class A Common Stock reflects that the Reporting Person transferred 1,343,131 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust - Five on May 15, 2025 for no consideration, which was exempt from Section 16 pursuant to Rule 16a-13.
F4 These shares are owned by The Melnikov Family GRAT Remainder Trust, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F5 These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F6 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F7 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F8 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Five, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.