SEMrush (SEMR) CTO Oleg Shchegolev details RSU tax withholding and major holdings

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Technology Officer, director and 10% owner Oleg Shchegolev reported an automatic share withholding related to equity compensation. On December 1, 2025, the company withheld 10,439 shares of Class A common stock at $11.83 per share to cover tax obligations tied to the vesting and net issuance of restricted stock units (RSUs). After this transaction, he directly beneficially owned 7,309,565 Class A shares, a portion of which are RSUs that each convert into one share upon vesting.

In addition to his direct holdings, Shchegolev is reported as having indirect beneficial ownership of 3,138,040 shares held by Shchegolev Holdings, LLC and 26,739,320 shares held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020. The filing notes that these trust-related positions are for the benefit of family members and that Shchegolev disclaims beneficial ownership 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)
12/01/2025

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	12/01/2025		F		10,439(1)	D	$11.83	7,309,565(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 December 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 December 1, 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	12/02/2025
	** 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).
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FAQ

What insider transaction did SEMR Chief Technology Officer report?

SEMrush Holdings, Inc. Chief Technology Officer and director Oleg Shchegolev reported that on December 1, 2025, 10,439 shares of Class A common stock were withheld by the company to satisfy tax withholding obligations linked to the vesting of restricted stock units.

How many SEMR shares does Oleg Shchegolev hold directly after this transaction?

Following the reported tax withholding, Oleg Shchegolev directly beneficially owned 7,309,565 shares of SEMrush Holdings, Inc. Class A common stock, a portion of which consists of RSUs that convert into one share each upon vesting.

What indirect SEMR holdings are attributed to Oleg Shchegolev?

Indirectly, 3,138,040 shares are held through Shchegolev Holdings, LLC, whose sole member is The Oleg Shchegolev Irrevocable GST Trust of 2020, and 26,739,320 shares are held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.

What is the role of trusts in Oleg Shchegolevs SEMR share ownership?

The filing explains that Shchegolev Holdings, LLC is owned by The Oleg Shchegolev Irrevocable GST Trust of 2020, and that The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 holds shares for the benefit of certain family members. Oleg Shchegolev disclaims Section 16 beneficial ownership of these trust-held securities except to the extent of his pecuniary interest.

How are RSUs described in relation to SEMR Class A common stock?

The document states that a portion of the 7,309,565 shares consists of restricted stock units (RSUs), with each RSU representing a right to receive one share of SEMrush Holdings, Inc. Class A common stock upon vesting.

Was the SEMR transaction part of a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan; the excerpt shows the checkbox language but does not indicate that this tax withholding event was made pursuant to such a plan.