Oleg Shchegolev is reported as the beneficial owner of 49,449,381 shares of Semrush Holdings Class A common stock when shares underlying Class B stock, vested restricted stock units and exercisable options are treated as Class A equivalents. That holding represents approximately 33.2% of outstanding Class A shares as of June 30, 2025. The filing details the composition of those holdings, including directly held Class A and Class B shares, vested RSUs, exercisable options, shares held by Shchegolev Holdings, LLC and two family trusts.
The filing also states Mr. Shchegolev has sole voting and dispositive power over the 49,449,381 shares and, when counting Class B voting weight, his holdings represent 46.8% of the aggregate combined voting power of Class A and Class B stock. The disclosure lists the exact share counts used in the percentage calculations and identifies the trusts and LLC holding shares on his behalf.
Positive
Large beneficial ownership: 49,449,381 shares identified as beneficially owned on an as-converted basis
Significant Class A stake: Represents approximately 33.2% of outstanding Class A common stock as disclosed
Substantial voting influence: Holdings represent 46.8% of aggregate combined voting power when Class B votes are included
Sole control: Reporting person states sole voting and sole dispositive power over the reported shares
Negative
None.
Insights
TL;DR: Major insider stake: 49.45M shares equals 33.2% of Class A and 46.8% combined voting power, signaling concentrated ownership.
The Schedule 13G/A discloses that Mr. Shchegolev beneficially owns 49,449,381 shares on an as-converted basis, including direct holdings, vested RSUs, exercisable options and interests held through an LLC and two trusts. The filing quantifies both economic and voting influence by reporting Class A percent (33.2%) and combined voting power (46.8%), using explicit outstanding share counts.
This level of ownership is material for investors because it documents the specific share classes and legal vehicles through which control is exercised, and confirms sole voting and dispositive power over the reported shares.
TL;DR: The filing documents concentrated control via Class B shares and family trusts with sole voting/dispositive power.
The disclosure lists holdings across individual, trust and LLC vehicles and specifies that each Class B share carries ten votes, though the percent of class calculation is presented on an as-converted Class A basis. The filing explicitly states Mr. Shchegolev has sole voting and dispositive power over the 49,449,381 shares and provides the outstanding share base used to compute percentages.
For governance assessment, the record clarifies the ownership structure and voting allocation that underpin board and shareholder influence.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Semrush Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
81686C104
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
81686C104
1
Names of Reporting Persons
Shchegolev Oleg
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
49,449,381.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
49,449,381.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
49,449,381.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
33.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Semrush Holdings, Inc.
(b)
Address of issuer's principal executive offices:
800 Boylston Street, Suite 2475, Boston, MA, 02199
Item 2.
(a)
Name of person filing:
Oleg Shchegolev
(b)
Address or principal business office or, if none, residence:
800 Boylston Street, Suite 2475, Boston, Massachusetts 02199
(c)
Citizenship:
United States
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
81686C104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
An aggregate of 49,449,381 shares of Class A common stock (including shares underlying Class B common stock, restricted stock units and stock options convertible and/or exercisable within 60 days of June 30, 2025), consisting of (1) 6,770,693 shares of Class A common stock and 2,000,000 shares of Class B common stock held by Mr. Shchegolev individually, (2) 243,118 shares of Class A common stock issuable to Mr. Shchegolev upon vesting and settlement of restricted stock units that have vested or shall vest within 60 days after June 30, 2025, (3) 475,795 shares of Class A common stock issuable to Mr. Shchegolev upon exercise of stock options that are exercisable within 60 days of June 30, 2025, (4) 3,138,040 shares of Class A common stock held by Shchegolev Holdings, LLC (the "Shchegolev LLC"), (5) 26,739,320 shares of Class A common stock and 10,082,415 shares of Class B common stock held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 (the "Shchegolev Non-Exempt Trust"). The Oleg Shchegolev Irrevocable GST Trust of 2020 (the "GST Trust" and together with the Shchegolev LLC and the Shchegolev Non-Exempt Trust, the "Shchegolev Trusts") is the sole Member, of the Shchegolev LLC. The Shchegolev Trusts were established for the benefit of Mr. Shchegolev and/or certain members of Mr. Shchegolev's family. Mr. Shchegolev may be deemed to have sole voting power and sole dispositive power with respect to the shares held by the Shchegolev Trusts and Shchegolev LLC.
(b)
Percent of class:
The 49,449,381 shares of Class A common stock owned or deemed beneficially owned by Mr. Shchegolev, when all shares underlying Class B common stock, restricted stock units and stock options are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, represent approximately 33.2% of the outstanding shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 37,366,966 shares of Class A common stock and 12,082,415 shares of Class B common stock beneficially owned by the reporting person represent 46.8% of the aggregate combined voting power of the Class A common stock and Class B common stock. The percent of class was calculated based on 127,469,912 shares of Class A common stock and 21,019,818 shares of Class B common stock outstanding as of June 30, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
49,449,381
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
49,449,381
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable.
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many Semrush (SEMR) shares does Oleg Shchegolev beneficially own?
The filing reports 49,449,381 shares beneficially owned on an as-converted basis.
What percentage of SEMR Class A stock does Shchegolev own?
The disclosed holdings represent approximately 33.2% of outstanding Class A common stock as of June 30, 2025.
How much voting power does Shchegolev control at Semrush?
When accounting for Class B voting weight, his holdings represent 46.8% of the aggregate combined voting power.
What types of securities are included in the 49,449,381 share total?
Total includes directly held Class A and Class B shares, vested restricted stock units, exercisable options, and shares held by an LLC and two family trusts.
Does Shchegolev have voting or dispositive power over these shares?
Yes, the filing states he has sole voting power and sole dispositive power over the 49,449,381 shares.
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