SEMrush CTO reports RSU tax-withholding shares
SEMrush Holdings, Inc. Chief Technology Officer and ten percent owner Oleg Shchegolev reported a routine tax-withholding transaction related to equity compensation.
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Form Type
4
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
Exercise Price or Tax Liability: 6,533 shares
Exercise Price or Tax Liability
3 txns
Insider
Shchegolev Oleg
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | 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);
Class A Common Stock — 3,282,040 shares (Indirect, Shchegolev Holdings, LLC)
Footnotes (4)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
