SEMrush (SEMR) CTO’s entities report control over tens of millions of shares

Rhea-AI Filing Summary

SEMrush Holdings director and CTO Oleg Shchegolev, a more than 10% owner, reported an indirect acquisition of 144,000 shares of Class A common stock on February 10, 2026 through Shchegolev Holdings, LLC. The shares were valued at $1,704,960 based on that day’s closing price.

According to the disclosure, Shchegolev Holdings, LLC exchanged its shares in an exchange-traded fund for the same number of SEMrush shares it had previously contributed to the fund, returning those shares to the LLC. Following this, Shchegolev Holdings, LLC held 3,282,040 shares indirectly for the reporting person.

Separately, the filing shows 7,374,188 shares held directly in Shchegolev’s name, a portion of which are restricted stock units that each convert into one Class A share upon vesting. Another 26,739,320 shares are held indirectly via The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 for family beneficiaries, with the reporting person disclaiming beneficial ownership beyond any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shchegolev Oleg

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET, SUITE 2475

(Street)

BOSTON MA 02199

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEMrush Holdings, Inc. [ SEMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2026		P		144,000(1)	A	$0(1)	3,282,040	I	Shchegolev Holdings, LLC(2)
Class A Common Stock								7,374,188(3)	D
Class A Common Stock								26,739,320	I	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shchegolev Holdings, LLC previously contributed 144,000 shares of Issuer to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, the Reporting Person received shares of the Fund in an amount equal to the value of shares contributed ("Fund Shares"). On February 10, 2026, pursuant to the governing documents of the Fund, the Reporting Person elected to exchange the Fund Shares for the originally contributed Issuer shares, in the same amount as originally contributed (based on the closing price of the common stock as of market close on February 10, 2026, such Issuer shares had a value of $1,704,960) which were transferred back to Shchegolev Holdings, LLC.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ David Mason, as attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SEMR Chief Technology Officer Oleg Shchegolev report?

Oleg Shchegolev reported an indirect acquisition of 144,000 SEMrush Class A shares on February 10, 2026. The shares moved back to Shchegolev Holdings, LLC via an exchange of fund units, and were valued at approximately $1,704,960 based on that day’s closing price.

How did Shchegolev Holdings, LLC acquire the 144,000 SEMR shares?

Shchegolev Holdings, LLC exchanged its shares of an exchange-traded fund for 144,000 SEMrush shares it had previously contributed. The fund is managed by Goldman Sachs entities, and the governing documents allowed the exchange back into the same number of SEMrush shares.

How many SEMR shares does Oleg Shchegolev indirectly own through entities?

After the reported transaction, Shchegolev indirectly held 3,282,040 SEMrush Class A shares via Shchegolev Holdings, LLC and 26,739,320 shares through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, in each case with beneficial ownership disclaimed except for any pecuniary interest.

What are the direct SEMR holdings and RSUs reported for Oleg Shchegolev?

The filing lists 7,374,188 SEMrush Class A shares held directly by Oleg Shchegolev. A portion of this direct position consists of restricted stock units, each RSU representing the right to receive one Class A share upon vesting according to the company’s equity terms.

How is beneficial ownership of SEMR shares treated for Shchegolev’s trusts?

Shares held by Shchegolev Holdings, LLC and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 are attributed for reporting, but Shchegolev disclaims Section 16 beneficial ownership except for any pecuniary interest. The trusts are managed by separate trustee entities for estate and family-benefit purposes.

What is the significance of the $0 price shown for the 144,000 SEMR shares?

The transaction is recorded at a $0 per-share price because it was structured as an exchange, not a cash purchase. Fund shares were swapped for the originally contributed SEMrush shares, which were valued in the filing at $1,704,960 using the February 10, 2026 closing stock price.