SEMrush (SEMR) CTO logs RSU vesting tax-withholding, retains major stake

Rhea-AI Filing Summary

SEMrush Holdings, Inc. Chief Technology Officer and ten percent owner Oleg Shchegolev reported a routine tax-withholding transaction related to equity compensation. On April 1, 2026, the company withheld 6,533 shares of Class A Common Stock at $11.96 per share to cover tax obligations arising from the vesting of restricted stock units.

After this withholding, Shchegolev directly holds 7,167,655 Class A shares. Additional Class A shares are held indirectly through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 and Shchegolev Holdings, LLC, where footnotes state he disclaims Section 16 beneficial ownership except to any pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Shchegolev Oleg

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	6,533	$11.96	$78K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 7,167,655 shares (Direct); Class A Common Stock — 26,739,320 shares (Indirect, The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020)

Footnotes (1)

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 April 1, 2026, 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 April 1, 2026. 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 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. 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.

Key Figures

Tax-withholding shares: 6,533 shares Withholding price: $11.96 per share Direct holdings after transaction: 7,167,655 shares +2 more

5 metrics

Tax-withholding shares 6,533 shares Class A Common Stock withheld for RSU tax obligations on April 1, 2026

Withholding price $11.96 per share Based on closing price of Class A Common Stock on April 1, 2026

Direct holdings after transaction 7,167,655 shares Class A Common Stock directly owned by Oleg Shchegolev after withholding

Trust indirect holdings 26,739,320 shares Class A shares held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020

LLC indirect holdings 3,282,040 shares Class A shares held by Shchegolev Holdings, LLC

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, Section 16 beneficial ownership, pecuniary interest, +2 more

6 terms

restricted stock units ("RSUs") financial

"in connection with the net issuance of shares... from the vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"shares of Class A Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance"

Section 16 beneficial ownership regulatory

"The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein"

pecuniary interest financial

"disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein"

Irrevocable Non-Exempt Trust financial

"These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members"

Irrevocable GST Trust financial

"The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC."

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 MASSACHUSETTS 02199

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		F		6,533(1)	D	$11.96	7,167,655(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. 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 April 1, 2026, 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 April 1, 2026.

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 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:

	/s/ David Mason, as attorney-in-fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

SEMrush reported a tax-withholding disposition for CTO Oleg Shchegolev. The company withheld 6,533 Class A shares to satisfy tax obligations from vested RSUs, using the April 1, 2026 closing share price to determine the withholding amount.

Was the SEMrush (SEMR) Form 4 a market sale of shares?

The Form 4 shows no open-market sale. It records 6,533 shares withheld by SEMrush to cover tax obligations on vested RSUs, a non-market transaction where shares go back to the company rather than being sold on the open market.

How many SEMrush (SEMR) shares does Oleg Shchegolev hold directly after this filing?

After the tax-withholding transaction, Oleg Shchegolev directly holds 7,167,655 shares of SEMrush Class A Common Stock. This figure reflects his direct ownership position following the RSU vesting and related share withholding on April 1, 2026.

What price was used for SEMrush (SEMR) tax-withholding shares on April 1, 2026?

The company used a price of $11.96 per share for the 6,533 SEMrush Class A shares withheld. Footnotes state the withheld amount and net issuance were based on the Class A Common Stock closing price on April 1, 2026.

What are the indirect SEMrush (SEMR) holdings related to Oleg Shchegolev?

Indirect holdings include shares owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 and by Shchegolev Holdings, LLC. Footnotes explain these are for family benefit and that Shchegolev disclaims Section 16 beneficial ownership except for any pecuniary interest.

What role did restricted stock units (RSUs) play in this SEMrush (SEMR) Form 4?

The transaction stems from the vesting of RSUs granted to Oleg Shchegolev. Each RSU represents a right to receive one Class A share upon vesting, and the company withheld 6,533 shares to cover tax obligations tied to this vesting event.