Shchegolev Oleg - 15 Dec 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Technology Officer, Director, 10%+ Owner
Signature: /s/ David Mason, as attorney-in-fact
Issuer symbol: SEMR
Transactions as of: 15 Dec 2025
Net transactions value: -$233,571
Form type: 4
Filing time: 17 Dec 2025, 18:40:15 UTC
Previous filing: 02 Dec 2025
Next filing: 12 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Shchegolev Oleg	Chief Technology Officer, Director, 10%+ Owner	C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON	/s/ David Mason, as attorney-in-fact	17 Dec 2025	0001849417

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Award	$0	+84,317	+1.2%	$0.000000	7,393,882	15 Dec 2025	Direct	F1, F2
transaction	SEMR	Class A Common Stock	Tax liability	$233,571	-19,694	-0.27%	$11.86	7,374,188	15 Dec 2025	Direct	F2, F3
holding	SEMR	Class A Common Stock						3,138,040	15 Dec 2025	Shchegolev Holdings, LLC	F4
holding	SEMR	Class A Common Stock						26,739,320	15 Dec 2025	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020	F5

* 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 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. The RSUs shall 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.
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	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.
F4	These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
F5	These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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 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.