Oleg Shchegolev Reports RSU Tax Withholding; Holds Millions of SEMR Shares

Rhea-AI Filing Summary

Oleg Shchegolev, Chief Technology Officer, Director and >10% owner of SEMrush Holdings, Inc. (SEMR), filed a Form 4 reporting a tax-related disposition on September 1, 2025. The filing states 10,440 shares of Class A common stock were withheld by the company to satisfy tax withholding obligations tied to RSU vesting, at an indicated price of $7.90 per share. After the withholding, the report shows 7,329,259 shares beneficially owned directly by the reporting person, plus 3,138,040 shares held indirectly by Shchegolev Holdings, LLC and 26,739,320 shares held indirectly by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020. The report was signed by an attorney-in-fact on September 2, 2025.

Positive

• Large retained holdings: The reporting person continues to hold 7,329,259 shares directly and substantial indirect positions of 3,138,040 and 26,739,320, indicating ongoing insider alignment.
• Disposition was tax withholding for RSU vesting: The 10,440-share reduction is described as withholding to satisfy taxes on vested RSUs, not an active sell decision.

Negative

• Minor reduction in direct shares: 10,440 shares were disposed of via withholding, which reduces the reporting person’s immediate direct share count.

Insights

Financial Analyst

TL;DR Insider reported a small tax-driven share disposition while retaining substantial direct and indirect holdings.

The Form 4 documents a routine F-code disposition of 10,440 shares to satisfy tax withholding on vested RSUs at a reference price of $7.90. This is explicitly described as withholding rather than a market sale, so it does not reflect an active decision to reduce exposure. The filing shows large remaining positions: 7.33M direct shares and significant indirect holdings via an LLC and family trust totaling 29.88M. For investors, this indicates continued substantial insider alignment with the company, while the disposition itself appears administrative and non-economic in intent.

Corporate Governance Expert

TL;DR Disclosure is routine and shows substantial family-trust and LLC indirect ownership, with customary beneficial ownership disclaimers.

The filing includes detailed ownership structure: indirect holdings are held by Shchegolev Holdings, LLC and an irrevocable non-exempt family trust, with the reporting person disclaiming Section 16 beneficial ownership except to the extent of pecuniary interest. The use of an attorney-in-fact signature is noted and appropriately executed. These elements are standard for executives with estate-planning structures and do not raise governance red flags based on the content provided.

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)
09/01/2025

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	09/01/2025		F		10,440(1)	D	$7.9	7,329,259(2)	D
Class A Common Stock								3,138,040	I	Shchegolev Holdings, LLC(3)
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. Represents shares of Class A Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Class A Common Stock delivered to the Reporting Person on September 1, 2025, from the vesting of restricted stock units ("RSUs"). The number of shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Class A Common Stock on August 29, 2025.

2. A portion of these shares represent 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 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.

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	09/02/2025
	** 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.
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FAQ

What transaction did Oleg Shchegolev report on Form 4 for SEMR?

The Form 4 reports a tax-withholding disposition of 10,440 Class A shares on September 1, 2025 related to RSU vesting.

How many SEMR shares does the reporting person own after the transaction?

After the reported withholding, the filing shows 7,329,259 shares beneficially owned directly, plus indirect holdings of 3,138,040 and 26,739,320.

Was the share disposition a sale or tax withholding?

The filing explicitly states the 10,440-share disposition was shares withheld by the company to satisfy tax withholding obligations from RSU vesting.

Who holds the indirect SEMR shares reported by the filing?

Indirect shares are held by Shchegolev Holdings, LLC and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, with customary disclaimers regarding Section 16 beneficial ownership.

When was the Form 4 signed and by whom?

The signature on the Form 4 is by David Mason, as attorney-in-fact, dated September 2, 2025.