SEMrush (SEMR) CTO Oleg Shchegolev sells 200,000 shares, retains large stake

Rhea-AI Filing Summary

SEMrush Holdings, Inc. director and Chief Technology Officer Oleg Shchegolev reported an open-market sale of 200,000 shares of Class A Common Stock at a weighted average price of $11.93 per share. Following the sale, he directly owns 7,174,188 shares, which includes restricted stock units that will convert into shares as they vest.

In addition to his direct holdings, entities associated with Shchegolev hold substantial indirect positions. The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 holds 26,739,320 shares, and Shchegolev Holdings, LLC holds 3,282,040 shares. The filing explains that he disclaims beneficial ownership of these indirect holdings except to the extent of 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)
03/09/2026

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	03/09/2026		S		200,000	D	$11.93(1)	7,174,188(2)	D
Class A Common Stock								26,739,320	I	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(3)
Class A Common Stock								3,282,040	I	Shchegolev Holdings, LLC(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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.93 to $11.94, 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 (1) to this Form 4.

2. 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.

3. 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.

4. 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.

Remarks:

The transaction reported may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. As noted in the Form 4 filed by the Reporting Person on February 12, 2026, 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 Issuer's Class A Common Stock as of market close on February 10, 2026 ($11.84), such Issuer shares had a value of $1,704,960) which were transferred back to Shchegolev Holdings, LLC. Because the sale price for the transaction in this Form 4 exceeds the closing price of the Issuer's Class A Common Stock on the date the aforementioned shares were transferred back to Shchegolev Holdings, LLC, the Reporting Person has agreed to voluntarily disgorge to Issuer any profit, as determined for purposes of Section 16(b), from these transactions.

	/s/ David Mason, as attorney-in-fact	03/10/2026
	** 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).
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FAQ

What insider transaction did SEMrush (SEMR) report for Oleg Shchegolev?

SEMrush reported that Oleg Shchegolev executed an open-market sale of 200,000 shares of Class A Common Stock at a weighted average price of $11.93 per share. This transaction was disclosed in a Form 4 and reflects a sale rather than an acquisition of shares.

How many SEMrush (SEMR) shares does Oleg Shchegolev hold after this Form 4 sale?

After the reported sale, Oleg Shchegolev directly holds 7,174,188 shares of SEMrush Class A Common Stock. This direct position includes restricted stock units, each representing a right to receive one share of Class A Common Stock when the units vest in the future.

Were Oleg Shchegolev’s SEMrush (SEMR) sales made at a single price or in a range?

The sale was executed at multiple prices within a narrow range. The filing states the weighted average sale price was $11.93 per share, with individual trade prices ranging from $11.93 to $11.94. The insider has committed to provide full price-break details upon request.

What indirect SEMrush (SEMR) holdings are associated with Oleg Shchegolev?

Indirectly associated holdings include 26,739,320 shares owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 and 3,282,040 shares owned by Shchegolev Holdings, LLC. The filing notes he disclaims beneficial ownership of these indirect positions except for any pecuniary interest.

Does Oleg Shchegolev fully own the SEMrush (SEMR) shares held by related trusts and entities?

The filing clarifies that shares in the family trust and Shchegolev Holdings, LLC are not fully attributed to him. He expressly disclaims Section 16 beneficial ownership of those securities, except to the extent of any pecuniary interest he may have through those vehicles.

Do Oleg Shchegolev’s SEMrush (SEMR) holdings include restricted stock units (RSUs)?

Yes. A portion of Oleg Shchegolev’s reported direct holdings consists of restricted stock units. Each RSU represents a contractual right to receive one share of SEMrush Class A Common Stock upon vesting, adding to his future equity exposure as those units convert.