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

Reporting relationship: Chief Marketing Officer
Issuer ticker: SEMR
Reported as of: 08 Dec 2025
Net transaction value: -$1,494,762
SEC form: 4
Accepted by SEC: 10 Dec 2025, 16:30:39 UTC
Prior SEC filing: 02 Dec 2025
Next SEC filing: 17 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ David Mason, as attorney-in-fact

Key filing fact

Andrew Warden filed Form 4 for SEMrush Holdings, Inc. (SEMR) on 10 Dec 2025.

Key facts

This page summarizes Andrew Warden's Form 4 filing for SEMrush Holdings, Inc. (SEMR).
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 10 Dec 2025, 16:30.

Change

Previous filing in this sequence was filed on 02 Dec 2025.
Current net transaction value: -$1,494,762.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001884375 Primary reporting owner

Warden Andrew

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SEMR transaction

Class A Common Stock

Options Exercise

Transaction value: $827,241
Shares: +84,585
Change %: +24%
Price: $9.78
Shares after: 437,199
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F1

SEMR transaction

Class A Common Stock

Sale

Transaction value: $2,322,003
Shares: -196,115
Change %: -45%
Price: $11.84
Shares after: 241,084
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SEMR transaction Derivative

Employee Stock Option (Right to Buy)

Options Exercise

Transaction value: $0
Shares: -84,585
Change %: -66%
Price: $0.000000
Shares after: 42,803
Date: 08 Dec 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 84,585
Exercise price: $9.78
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.