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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 10,440 | $7.90 | $82K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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.
FAQ
What transaction did Oleg Shchegolev report on Form 4 for SEMR?
When was the Form 4 signed and by whom?
