William Raymond Wagner - 15 Dec 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Executive Officer, Director
Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
15 Dec 2025
Net transactions value
-$1,822,763
Form type
4
Filing time
17 Dec 2025, 18:37:44 UTC
Previous filing
10 Jun 2025
Next filing
29 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Wagner William Raymond Chief Executive Officer, Director C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON /s/ David Mason, as attorney-in-fact 17 Dec 2025 0001369322

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Award $0 +927,487 +86% $0.000000 2,008,007 15 Dec 2025 Direct F1, F2
transaction SEMR Class A Common Stock Tax liability $1,822,763 -153,690 -7.7% $11.86 1,854,317 15 Dec 2025 Direct F2, F3
* 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 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.