SCHEDULE 13G/A: Oleg Shchegolev Amends Beneficial Ownership in Semrush Holdings, Inc., Disclosing 35.0% Class A Stake

Oleg Shchegolev has filed an Amendment No. 4 to Schedule 13G, reporting his beneficial ownership of 51,890,930 shares, representing 35.0% of Semrush Holdings, Inc.'s Class A Common Stock as of March 31, 2025.

Summary

• Oleg Shchegolev, the reporting person, filed an Amendment No. 4 to Schedule 13G regarding his beneficial ownership in Semrush Holdings, Inc.
• The filing pertains to Class A Common Stock of Semrush Holdings, Inc. (CUSIP: 81686C104).
• As of March 31, 2025, Mr. Shchegolev beneficially owns an aggregate of 51,890,930 shares of Class A Common Stock.
• This ownership represents approximately 35.0% of the outstanding Class A Common Stock, calculated by treating all Class B common stock, restricted stock units, and stock options as converted into Class A common stock for the purpose of computing the reporting person's percentage ownership.
• The beneficial ownership includes: 6,814,019 shares of Class A common stock and 2,000,000 shares of Class B common stock held individually by Mr. Shchegolev.
• It also includes 229,166 shares of Class A common stock issuable from restricted stock units vesting within 60 days after March 31, 2025.
• Additionally, 431,296 shares of Class A common stock are issuable from stock options exercisable within 60 days of March 31, 2025.
• 3,094,714 shares of Class A common stock are held by Shchegolev Holdings, LLC.
• 29,239,320 shares of Class A common stock and 10,082,415 shares of Class B common stock are held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.
• Mr. Shchegolev holds sole voting power and sole dispositive power over all 51,890,930 beneficially owned shares.
• The 39,808,515 shares of Class A common stock and 12,082,415 shares of Class B common stock beneficially owned by Mr. Shchegolev represent 47.6% of the aggregate combined voting power of Class A and Class B common stock, noting that each Class B share is entitled to ten votes.
• The percentage of class was calculated based on 126,622,303 shares of Class A common stock and 21,019,818 shares of Class B common stock outstanding as of March 31, 2025.

Sentiment

Score: 5

Explanation: This is a factual regulatory filing (Schedule 13G) reporting beneficial ownership, which does not inherently convey positive or negative sentiment regarding company performance or outlook. The maintenance of a significant stake by a key individual is generally neutral to slightly positive.

Positives

• The maintenance of a substantial ownership stake (35.0% of Class A Common Stock and 47.6% of combined voting power) by Oleg Shchegolev, a key individual, may signal continued confidence in Semrush Holdings, Inc.'s future prospects.

Future Outlook

This Schedule 13G filing is a factual report of beneficial ownership and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing is a routine regulatory disclosure of a significant shareholder's ownership stake and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• Ownership of shares through Shchegolev Holdings, LLC, The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, and The Oleg Shchegolev Irrevocable GST Trust of 2020, which were established for the benefit of Mr. Shchegolev and/or certain family members.

Stakeholder Impact

• Shareholders are informed of the significant and continued ownership stake held by Oleg Shchegolev, a key individual, which provides transparency regarding the company's control structure.

Key Dates

Keywords

Semrush Holdings Inc., Oleg Shchegolev, Schedule 13G, Beneficial Ownership, Class A Common Stock, Class B Common Stock, SEC Filing, Ownership Stake, Insider Ownership