Andrew Warden - 08 Dec 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Marketing Officer
Signature: /s/ David Mason, as attorney-in-fact
Issuer symbol: SEMR
Transactions as of: 08 Dec 2025
Transactions value $: -$1,494,762
Form type: 4
Filing time: 10 Dec 2025, 16:30:39 UTC
Previous filing: 02 Dec 2025
Next filing: 17 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Warden Andrew	Chief Marketing Officer	C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON	/s/ David Mason, as attorney-in-fact	10 Dec 2025	0001884375

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Options Exercise	$827K	+84.6K	+23.99%	$9.78	437K	08 Dec 2025	Direct	F1
transaction	SEMR	Class A Common Stock	Sale	-$2.32M	-196K	-44.86%	$11.84	241K	08 Dec 2025	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SEMR	Employee Stock Option (Right to Buy)	Options Exercise	$0	-84.6K	-66.4%	$0.00	42.8K	08 Dec 2025	Class A Common Stock	84.6K	$9.78	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.84 to $11.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
F3	As of December 1, 2025, 84,585 shares underlying this stock option were vested and available for exercise. This stock option was granted on April 21, 2023 and is subject to following vesting schedule: 25% of the stock option shall vest on the twelve (12) month anniversary of April 1, 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.