Warden Andrew 4

What Happened

• Andrew Warden, Chief Marketing Officer of SEMrush Holdings (SEMR), had 2,801 shares of Class A common stock withheld to cover tax withholding related to RSU vesting. The withholding was recorded as a disposition at $11.96 per share, totaling roughly $33,500.
• This was a tax-withholding/net issuance transaction (code F), not an open-market sale or a purchase.

Key Details

• Transaction date: April 1, 2026; Filing date: April 3, 2026.
• Shares withheld/disposed: 2,801 shares at $11.96/share; total value ≈ $33,500.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: F1 — shares withheld by the company to satisfy tax withholding on RSU vesting; withholding amount based on the April 1 closing price. F2 — a portion of the shares came from vested RSUs (each RSU = one share).
• Filing timeliness: Report filed April 3 for the April 1 transaction; no indication in the filing that it was late.

Context

• This was a routine tax-withholding/net share issuance tied to RSU vesting (a common administrative action). It does not represent an open-market sale and should not be interpreted as a directional bet by the insider.