William Raymond Wagner - 26 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: 26 Dec 2025
Net transactions value: -$2,659,249
Form type: 4
Filing time: 29 Dec 2025, 16:57:24 UTC
Previous filing: 17 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	29 Dec 2025	0001369322

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Tax liability	$2,659,249	-224,220	-12%	$11.86	1,630,097	26 Dec 2025	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A Common Stock withheld by the Company to satisfy the Reporting Person's tax obligation upon Reporting Person's Section 83(b) election with respect to a restricted stock award granted under the Issuer's 2021 Stock Option and Incentive Plan. The number of shares withheld by the Company to satisfy tax withholding obligations is based on the closing price of the Issuer's Class A Common Stock on the restricted stock award's grant date of December 15, 2025.
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.

Content

Represents shares of Class A Common Stock withheld by the Company to satisfy the Reporting Person's tax obligation upon Reporting Person's Section 83(b) election with respect to a restricted stock award granted under the Issuer's 2021 Stock Option and Incentive Plan. The number of shares withheld by the Company to satisfy tax withholding obligations is based on the closing price of the Issuer's Class A Common Stock on the restricted stock award's grant date of December 15, 2025.

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.